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Item C27
C.27' i�` CountCounty ��Monroe. ,y, ? "tr, BOARD OF COUNTY COMMISSIONERS y M T� \�1a� Mayor Michelle Coldiron,District 2 �1 1 nff `_ll Mayor Pro Tem David Rice,District 4 -Ile Florida.Keys Craig Cates,District 1 Eddie Martinez,District 3 w Mike Forster,District 5 County Commission Meeting June 16, 2021 Agenda Item Number: C.27 Agenda Item Summary #3332 BULK ITEM: Yes DEPARTMENT: Emergency Services TIME APPROXIMATE: STAFF CONTACT: Steven Hudson (305) 289-6342 NA AGENDA ITEM WORDING: Approval to purchase (2) Tempus ALS monitor/defibrillators from Sole Source provider Philips North America LLC. for use on the Trauma Star helicopters to provide critical lifesaving emergency medical services. The cost for the equipment after a 30% discount is $27,300.00 each. With the addition of accessories, licensing, preventative maintenance services, and 3 years of extended warranty, in the amount of $22,993.15 for both units, the total purchase cost is $77,593.15 per the attached Purchase Quote. ITEM BACKGROUND: Monroe County Fire Rescue is in need of 2 Philips Tempus ALS monitor/defibrillators for use on the Trauma Star helicopters to provide critical lifesaving emergency medical service. The Philips Tempus ALS monitor will provide our flight crews with the ability to do ECG and 12-lead ECG monitoring, defibrillation, cardiac pacing, end tidal capnography, invasive and non-invasive blood pressure monitoring, invasive temperature monitoring, direct video laryngoscopy, and state of the art FAST ultrasound exams within one device. The Tempus ALS monitors also interface with MCFR's existing ESO electronic health record reporting software. Equipment size, weight, and versatility all play crucial roles in the selection of equipment for use on the Trauma Star aircraft. MCFR has identified the Philips Tempus ALS monitor/defibrillator as meeting the needs of the Trauma Star program based on its features, weight, size, and capability. PREVIOUS RELEVANT BOCC ACTION: N/A CONTRACT/AGREEMENT CHANGES: Philips Standard Terms and Conditions of Sale, Philips Amendment, and Philips IntelliSpace Corsium Data Management Solution Agreement STAFF RECOMMENDATION: Approval DOCUMENTATION: Philips Quote_2301168640_00 Philips Standard Terms and Conditions of Sale - Final Packet Pg.817 C.27 Philips Amendment- Final Philips Insurance - Exhibit A-1 Philips Insurance - Exhibit A-2 Philips Insurance - Exhibit A-3 Philips Insurance - Exhibit A-4 Philips IntelliSpace Corsium Terms and Conditions 06-01-2021 Philips Tempus ALS Sole Source Purchase Justification 04-14-2021 Philips Sole Source Letter Philips GL AL WC COI Philips Professional Liability COI FINANCIAL IMPACT: Effective Date: 06/17/2021 Expiration Date: N/A Total Dollar Value of Contract: $77,593.15 Total Cost to County: $77,593.15 Current Year Portion: $77,593.15 Budgeted: Yes Source of Funds: FY21: 11001-560640 CPI: N/A Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: N/A If yes, amount: N/A Grant: No County Match: No Insurance Required: Yes, attached Additional Details: N/A 06/17/21 101-11001 - MEDICAL AIR TRANSPORT $77,593.15 560640 REVIEWED BY: Pedro Mercado Completed 06/03/2021 1:24 PM Steven Hudson Completed 06/03/2021 1:35 PM Purchasing Completed 06/03/2021 1:37 PM Budget and Finance Completed 06/03/2021 1:49 PM Maria Slavik Completed 06/03/2021 1:51 PM Liz Yongue Completed 06/03/2021 2:04 PM Board of County Commissioners Pending 06/16/2021 9:00 AM Packet Pg.818 PHILIPSFormal Quotation Document number:2301168640 Date of issue:04/19/2021 Sold to (94472718): Last updated:04/19/2021 19:23:56 Monroe County Fire Rescue Expiration date:06/19/2021 490 63rd Street Ocean E Ourfederal tax IDM 133429115 MARATHON FL 33050-4720 c UNITED STATES Our contact details Account Manager:Jake Nyhart Telephone:315-703-1872 Incoterms:FOB DESTINATION � Payment terms:Within 30 Days Due Net 0 0 U Item Product and Description Quantity UoM Price/Unit Amount CL Currency:USD 10 989706001661 2 PCE List Price 39,000.00/1 PCE 78000.00 Tempus ALS Man Package 1 Dollar Commit Disc.(30%) -23:400.00 Old material number:-3004-US Net amount 27,300.00/1 PCE 54,600.00 Commodity code(HS/HTS):9018906400 20 989706001461 1 PCE List Price 1.00/1 PCE 1.00 English Dollar Commit Disc.(30%) -0.30 00 Commodity code(HS/HTS):4901100000 Net amount 0.70/1 PCE 0.70 r r r9 30 989706001221 2 PCE List Price 500.00/1 PCE 1,000.00 I ST&QT Real Time Licence Dollar Commit Disc.(30%) -300.00 Old material number:5-2026 Net amount 350.00/1 PCE 700.00 40 989706001251 2 PCE List Price 1.00/1 PCE 2.00 Patient Data Email Licence Dollar Commit Disc.(30%) -0.60 Old material number:5-2053 Net amount 0.70/1 PCE 1.40 50 989706001261 2 PCE List Price 1.00/1 PCE 2.00 ePCR Export Licence Dollar Commit Disc.(30%) -0.60 Old material number:5-2054 Net amount 0.70/1 PCE 1.40 Via ACH/EFT: Via Check: Payee:Philips Healthcare Philips Healthcare Bank:Bank of America P.O.Box 100355 Account#:3750202223 Atlanta,GA 30384-0355 ABA#:1110-0001-2 Packet Pg.819 PHILIPSFormal Quotation Document number:2301168640 Date of issue:04/19/2021 Item Product and Description Quantity UoM Price/Unit Amount Currency:USD 60 989706001271 2 PCE List Price 3,250.00/1 PCE 6,500.00 12-Lead ECG Licence(AAMI) Dollar Commit Disc.(30%) -1,950.00 Old material number:5-2055 Net amount 2,275.00/1 PCE 4,550.00 Commodity code(HS/HTS):49070090 70 989706012550 2 PCE List Price 515.00/1 PCE 1,030.00 Inseego 4G Dongle Kit Factory Dollar Commit Disc.(30%) -309.00 Old material number:1-2301 Net amount 360.50/1 PCE 721.00 Commodity code(HS/HTS):90189084 Ch W 80 989706002131 2 PCE List Price 232.00/1 PCE 464.00 F® Glasgow ECG algorithm Dollar Commit Disc.(30%) -139.20 405 Old material number:5-2075 Net amount 162.40/1 PCE 324.80 Commodity code(HS/HTS):49070090 CL 90 989706010005 2 PCE List Price 750.00/1 PCE 1,500.00 L- IntelliSpace Corsium Reach Bak(24*7) Dollar Commit Disc.(30%) -450.00 Old material number:5-2071 Net amount 525.00/1 PCE 1,050.00 Commodity code(HS/HTS):49070090 100 989706001741 2 PCE List Price 75.00/1 PCE 150.00 W Tempus Pro Pouch Rail System-Right Dollar Commit Disc.(30%) -45.00 cDI Old material number:5-2039 Net amount 52.50/1 PCE 105.00 Commodity code(HS/HTS):90229020 r r 110 989706000681 2 PCE List Price 400.00/1 PCE 800.00 2-Channel Invasive Pressure Licence Dollar Commit Disc.(30%) -240.00 WI Old material number:1-2108 Net amount 280.00/1 PCE 560.00 Commodity code(HS/HTS):90229020 120 989706000391 2 PCE List Price 8,950.00/1 PCE 17,900.00 USB C-MAC S Imager Video Laryngoscope Dollar Commit Disc.(30%) -5,370.00 CL Old material number:1-2044 Net amount 6,265.00/1 PCE 12,530.00 Commodity code(HS/HTS):9019200000 130 890416 1 PCE List Price 2,225.00/1 PCE 2,225.00 Patient Care Service Agreement A11 3 Years of Service 1 PCE 0.00/1 PCE 0.00 B01 Bench Repair 1 PCE 0.00/1 PCE 0.00 Via ACH/EFT: Via Check: Payee:Philips Healthcare Philips Healthcare Bank:Bank of America P.O.Box 100355 Account#:3750202223 Atlanta,GA 30384-0355 ABA#:1110-0001-2 Packet Pg.820 PHILIPSFormal Quotation Document number:2301168640 Date of issue:04/19/2021 Item Product and Description Quantity UoM Price/Unit Amount Currency:USD C01 Performance Assurance(PA) 1 PCE 0.00/1 PCE 0.00 Dollar Commit Disc.(15%) -333.75 Net amount 1,891.25/1 PCE 1,891.25 140 890416 1 PCE List Price 656.00/1 PCE 656.00 Patient Care Service Agreement A10 2 Years of Service 1 PCE 0.00/1 PCE 0.00 CO2 PA During Warranty 1 PCE 0.00/1 PCE 0.00 Dollar Commit Disc.(15%) -98.40 cn Net amount 557.60/1 PCE 557.60 Total net amount 77,593.15 0 W Philips Healthcare is pleased to inform you that financing of its products and services is available to qualified applicants. To obtain more information contact Philips Medical Capital @ 866-513-4PMC. The discount quoted herein is/are a combination of the Purchase Agreement Discount and a Special Negotiated Discount. 0 MD Buyline--Please be aware that MD Buyline utilizes Philips current list prices as the basis of calculation for discount comparisons. If you are a customer utilizing a GPO contract with fixed pricing, it is likely that the list price on this quotation is based on an older published price list,and may be considerably less than the current list pricing that MD Buyline uses in its analysis. As such,the MD Buyline discount recommendation may be higher than the Philips offering for your particular purchase. If you have a question, please ask your Sales Representative for clarification.Should you have concerns or want additional information relative to how discount comparisons are calculated at MD Buyline,please call your analyst at MD Buyline. All work is scheduled within normal working hours; Monday through Friday,8 a.m.to 5 p.m.excluding Philips cy holidays. I All pricing is based on travel zones 1-3. For travel zones beyond 1-3,consult your Philips sales rep for alternate pricing. It is the customers responsibility to provide Philips with the access necessary to complete the quoted work in a continuous start to finish manner. (n Excessive delays and multiple visits will result in additional charges. All prices are based upon'adequate access'to work areas that are free from obstruction. CL If it is determined, during the implementation that asbestos removal is required; Philips will suspend performance until the Customer remediates the asbestos. Philips will work with the customers staff to reduce the downtime during the system transition. Products are for USA end-use only.Taxes, if applicable, are not included unless noted but will be added to the invoice.The Purchase Order must reference the Quote Number and your Purchase Agreement.Please indicate your requested delivery date and your preference,if any,to accept and pay for partial shipments. If this quote includes Value-Added Services,they may be invoiced separately.Additional sold training must be completed within twelve months of delivery/installation. System cabling,if included,is specified at the standard grade unless noted otherwise. Via ACH/EFT: Via Check: Payee:Philips Healthcare Philips Healthcare Bank:Bank of America P.O.Box 100355 Account#:3750202223 Atlanta,GA 30384-0355 ABA#:1110-0001-2 Packet Pg.821 PHILIPSFormal Quotation Document number:2301168640 Date of issue:04/19/2021 * y This quote specifically excludes Licensing&Permit Fees,Prevailing Wage Compensation and Union Labor. 0 IMPORTANT NOTICE: Health care providers are reminded that if the transactions herein include or involve a loan or a discount(including a rebate or other price reduction),they must fully and accurately report such loan or discount on cost reports or other applicable reports or claims for payment submitted under any federal or state health care program,including but not limited to Medicare and Medicaid,such as may be required by state or federal law,including but not limited to 42 CFR 1001.952(h). 0 . 0 This quotation is issued pursuant to,and any PO for the items herein will be accepted subject to the Terms of any current Contract with the customer. If there is no contract in place,this quotation is issued pursuant to,and any PO for the items herein will be accepted subjected to Philips Terms and Conditions of sale posted at http://www.usa.philips.com/healthcare/about/terms-conditions and the terms herein. 0. This quotation contains confidential and proprietary information of Philips Healthcare and is intended for use only by the customer whose name appears on this quotation.lt may not be disclosed to third parties without prior written consent of Philips Healthcare. Save time and effort on your next order. Try online ordering! The Philips Healthcare Store has many of the consumables and supplies you order as a healthcare professional.Check out the CL store today;it's easy to register! http://www.patientcare.shop.philips.com/ Please send purchase orders via email,fax or mail to: Email:Healthcare.Orders@philips.com Fax:1-800-947-3299 �-- Philips Healthcare I A division of Philips North America LLC 414 Union St,2nd Floor Nashville,TN 37219 r r9 N I 0 CL Via ACH/EFT: Via Check: Payee:Philips Healthcare Philips Healthcare Bank:Bank of America P.O.Box 100355 Account#:3750202223 Atlanta,GA 30384-0355 ABA#:1110-0001-2 Packet Pg.822 C.27.b PHILIPS Philips Standard Terms and Conditions of Sale(Rev.Q.2) The products and services listed in the quotation are offered by Philips North America LLC("Philips")only under the terms and conditions described below(the"Terms and Conditions of Sale"or"Agreement"). 1. Prices;Taxes 1.1 The purchase price stated in the quotation does not include applicable sales, excise, use, other taxes, or government surcharges in effect or later levied. Customer shall provide Philips with appropriate exemption certificate reasonably in advance of the date the product is available for delivery, otherwise, Philips shall invoice Customer for those taxes,as well as any government surcharges,and Customer shall pay those taxes in accordance with the terms of the invoice. Government surcharges are non-exempt under law. Customer is defined as a legal entity its affiliates and or subsidiaries who purchase product(s) and take title of the purchased product(s)from Philips. 0 2. Cancellation 2.1 Philips'cancellation policies are set forth in the applicable Product Specific Schedule attached to these Terms and Conditions of Sale. 3. Payment Terms 3.1 Unless otherwise specified in the quotation,Philips will invoice Customer,and Customer will pay such invoice based on the date of invoice for each product in accordance with the payment terms set forth in the applicable Product Specific Schedule attached to these Terms and Conditions of Sale. 3.2 Philips may make partial or early shipments and Customer will pay such invoice based on the date of invoice for each product in accordance with the payment terms set forth in the quotation. 3.3 Orders are subject to Philips'on-going credit review and approval. 3.4 Customer shall pay interest on any amount not paid when due at the annual rate of twelve percent(12%)or CL at the maximum rate permitted by applicable law, whichever is lower. If Customer fails to pay any amount when due, in addition to any other rights or remedies available to Philips at law or in equity, Philips may 12 discontinue the performance of services,discontinue the delivery of the product,or deduct the unpaid amount from any amounts otherwise owed to Customer by Philips under any agreement with Customer. In any action initiated to enforce the terms of the quotation following a Customer default or product cancellation under an order arising from the quotation, Philips shall be entitled to recover as part of its damages all costs and expenses,including reasonable attorneys'fees, in connection with such action. 3.5 Payment Methods. Payments may be made by check,ACH or wire. Philips does not accept transaction fees for wire transfers. 3.6 If the quotation indicates net prices that are each associated with a payment method,then Philips will invoice Customer,and Customer will pay,the net price that corresponds to Customer's elected payment method. 4. Trade-In 4.1 If Customer will be trading-in any equipment("Trade-In"),then: 4.1.1 Customer represents and warrants that Customer has good and marketable title to the Trade-In as of the date of the Quotation and will have good and marketable title when Philips removes the Trade-in (n from Customer's site(the"Removal Date"). 4.1.2 Removal of the Trade-In from Customer's site shall occur no later than the date Philips makes the new product available for first patient use,unless otherwise agreed in writing between Philips and the Customer. Title to the Trade-in shall pass from Customer to Philips on the Removal Date or at installation of the purchased system,whichever occurs first.After title to the Trade-In passes to Philips, Customer shall not use the Trade-In. 4.1.3 Notwithstanding anything to the contrary in a current applicable Business Associate Addendum ("BAK) between the parties, Customer represents and warrants that Customer has removed or de- cn identified all Protected Health Information ("PHI") from the Trade-In equipment as of the date the E equipment is removed and will otherwise comply with all applicable privacy laws. To the extent Customer has not done so, Customer agrees to reimburse Philips for any out-of-pocket costs Philips incurs to remove or de-identify PHI from the Trade-In. 4.1.4 Customer will ensure that the Trade-In is clean and sanitized,and that all potentially infected materials and biological fluids are removed prior to its de-installation and removal. 4.1.5 If(a)the condition of the Trade-In is not substantially the same when Philips removes the Trade-In (ordinary wear and tear excepted)as it was when Philips quoted the Trade-In value;or,(b)Customer ) delays the removal of the Trade-In, then Philips may reduce the price quoted for such Trade-In or cancel the Trade-In, and Customer will pay the adjustment amount within thirty(30)days from the = date of invoice. 4.1.6 If Philips does not receive timely possession of the Trade-In, Philips will, at its option, either charge CL Customer the amount of the Trade-in allowance and cancel the trade-in, re-value the trade-in allowance accordingly, and/or charge Customer a rental fee of 10% of the trade-in allowance per month or partial month until the trade-in is available for removal. Customer will pay any invoiced allowance adjustment or rental fee within thirty(30)days from the invoice date. Philips Standard Terms and Conditions of Sale Rev Q.2 Page 1 of 52 danuag,2021 Packet Pg.823 C.27.b 4.1.7 If Customer does not allow Philips to remove the Trade-In,then Philips may invoice Customer for the Trade-In value plus any promotional dollars relating to the Trade-In. Customer will pay invoice within thirty(30)days from the invoice date. 4.1.8 Evidence that Customer intends to trade in an asset as part of the purchase or lease of any product(s) shall be in the form of,but not limited to:(a)receiving a trade in quote and/or authorization from Philips on the value of the asset to be traded in; (b) providing Philips with serial numbers of assets to be traded in;and/or, (c)providing Philips with a de-installation date to remove an existing asset in order to install Philips quoted equipment. 4.1.9 Customer is responsible for all plumbing necessary to properly drain coolant from chiller system and cap the lines. Prior to the Removal Date, Customer shall remove all equipment that is not being de- installed from the room. 5. Security Interest 5.1 By signing the quotation or issuing a purchase order for the products described, Customer hereby grants to Philips a purchase money security interest in the products until all payments have been made. Philips may file a financing statement for such security interest and Customer shall sign any financing statements or other documents necessary to perfect Philips'security interests in the products.Where permitted by applicable law, Customer's signature on the quotation or on a purchase order issued as a result of the quotation gives Philips W the right to sign on Customer's behalf,and file any financing statement or other documents to perfect Philips' security interest in the product. 6. Shipment and Risk of Loss 6.1 Delivery terms are stated in the applicable Product Specific Schedule attached to these Terms and Conditions of Sale. 6.2 Except as otherwise stated in the applicable Product Specific Schedule, title to any product (excluding software), and risk of loss or damage shall pass to the Customer F.O.B. destination. Customer shall obtain and pay for insurance covering such risks at destination. CL 7. Site Preparation and Installation 7.1 Site Access. Customer shall provide Philips full and free access to the installation site and a suitable safe space for the storage of the products before installation. Customer shall ensure,at no charge to Philips,that there are no obstacles preventing Philips from moving the product from the entrance of the Customer's premises to the installation site. 7.2 Site Preparation and Installation. 7.2.1 Customer Responsibility. Customer shall be responsible, at its expense, for rigging,the removal of partitions or other obstacles, installation of safety switch or breaker, and restoration work. The products will be installed during normal working hours. Except where Philips has agreed in writing to provide construction services for a fee pursuant to a construction agreement and scope of work signed by Customer,Customer shall be responsible,at its expense,for the preparation of the installation site where the product will be installed including any required structural alterations. Customer shall provide any and all plumbing, carpentry work, conduit, wiring including communications and/or computer wiring, network equipment, power supply, surge suppression and power conditioning (except to the extent they are expressly included in the quotation),fire protection and environmental controls,ground fault and isolation system,and other fixtures and utilities required to properly attach, (n install,and use the product. Site preparation shall be in compliance with all applicable laws,including all safety, electrical, and building codes relevant to the product and its installation and use. The sufficiency of any installation site plans shall be the responsibility of Customer. Customer, at its expense, shall obtain all permits and licenses required by federal, state, or local authorities in connection with the installation and operation of the product, including any certificate of need and zoning variances. 7.2.2 Unless otherwise specified by Philips, Customer shall advise Philips of site conditions at or near the location where equipment is installed five (5)days prior to the mutually agreed upon delivery date. cn The update shall include but not limited to the following: E 7.2.2.1 (i) Hazardous Materials.Asbestos and other hazardous materials that could adversely affect the installation or pose a health or safety risk to Philips'personnel,and Customer shall ensure that those conditions are corrected and hazardous materials removed,and that the site is fully prepared and available to Philips before installation work begins. Customer represents and warrants that an asbestos survey of the facility has been performed to determine the presence, location,quantity and condition of asbestos containing materials(ACM)or presumed asbestos containing materials(PACM)at the facility;and the facility and/or work area does not contain ) any ACM or PACM or the facility and/or work area contains ACM or PACM,such material has been encapsulated or enclosed in accordance with applicable laws and the work will not = disturb any such materials. (ii)Construction. All construction work in technical and operator CL room(s)is finished including but not limited to the responsibilities identified in 7.2.1. 7.2.3 Delays. If site preparation is not on schedule five(5)days prior to the mutually agreed upon delivery date or as otherwise specified by Philips, Philips and Customer will conduct an evaluation of the site and establish a revised installation schedule. In the event that installation is delayed by Customer within five (5) days prior to the mutually agreed upon delivery date or after the start of installation, Customer will be responsible for: (i)storage and fees for the preservation and life support of the equipment to ensure high quality and long life of system(s); and, (ii) Costs associated with Philips Standard Terms and Conditions of Sale Rev Q.2 Page 2 of 52 danuag,2021 Packet Pg.824 C.27.b rescheduling and coordination for all resources and third party providers,including travel costs for split delivery and installation directly related to the delay in installation. If during installation Philips discovers hazardous materials(i.e.asbestos,etc.)all installation activities will stop,and Customer will remove and dispose of the hazardous materials. Once the issue giving rise to the delay has been rectified and the site meets the criteria set forth in this Section 8, Philips and Customer will conduct an evaluation of the site and establish a new installation schedule. 7.2.4 Philips Responsibility. Unless additional professional services are purchased separately(including turnkey)and/or professional services are set forth in a statement of work or project implementation plan under the agreement for the product purchased hereunder upon delivery, Philips will unpack the product(if unpacking is required)and connect the product to a safety switch or breaker that has been installed by the Customer,and calibrate and test the product. 7.3 PHILIPS MAKES NO WARRANTY AND ASSUMES NO LIABILITY FOR THE FITNESS OR ADEQUACY OF THE SITE IN WHICH THE PRODUCT IS TO BE INSTALLED OR USED. EXCEPT OTHERWISE PROHIBITED BY STATE LAW OR STATE CONSTITUTION, CUSTOMER SHALL INDEMNIFY DEFEND, AND HOLD HARMLESS PHILIPS AND ITS AFFILIATES AGAINST ANY COSTS, LOSSES, EXPENSES, PHYSICAL PROPERTY DAMAGE, AND/OR THIRD PARTY CLAIMS, INCLUDING SUBROGATION CLAIMS,COLLECTIVELY ALL THE FOREGOING ARISING FROM OR RELATING TO CUSTOMER'S SITE PREPARATION RESPONSIBILITIES. 7.4 Local Labor. If local labor conditions, including but not limited to a requirement to utilize union labor, require the use of non-Philips employees to participate in the installation of the product, then such participation of non-Philips employees shall be at Customer's expense. In such case, Philips will provide engineering supervision during the installation. 7.5 Remote Services Network("RSN"). Customer will (a)provide Philips with a secure location at Customer's premises to store one Philips remote services network router and provide full and free access to this router, (or a Customer-owned router acceptable to Philips) for connection to the equipment and to Customer's network;or(b)provide Philips with outbound internet access over SSL;at all times during the warranty period provide full and free access to the equipment and the Customer network for Philips' use in remote servicing of the product, remote assistance to personnel that operate the products, updating the products software, CL transmitting automated status notifications from the product and regular uploading of products data files(such as but not limited to error logs and utilization data for improvement of Philips products and services and aggregation into services).Customer's failure to provide such access will constitute Customer's waiver of the scheduled planned maintenance service and will void support or warranty coverage of product malfunctions until such time as planned maintenance service is completed or RSN access is provided. Customer agrees to pay Philips at the prevailing demand service rates for all time spent by Philips service personnel waiting for access to the products. 8. Product Warranty 8.1 (a) If a separate product warranty prints as part of the quotation, that product warranty applies to your purchase and is incorporated herein; otherwise Section 8.2-8.7 shall apply unless the product is identified under 8.1 (b). (b) For Monitoring and Analytics (MA)&Therapeutic Care (TC) Portfolio, Emergency Care & Resuscitation Portfolio, (ECR) Capital and Monitoring and Analytics (MA) & Medical Supplies and Consumables (MS) Portfolio, the product warranty document can be found at: http://www.usa.philips.com/healthcare/about/terms-conditions or can be provided upon request. 8.2 Hardware/Systems. Philips warrants to Customer that the Philips equipment(including its operating software) (n will perform in substantial compliance with its performance specifications,in the documentation accompanying the products,for a period of twelve(12)months beginning upon availability for first patient use. 8.3 Stand-alone Licensed Software. For a period of ninety(90)days from the date Philips makes Stand-alone Licensed Software available for first patient use, such Stand-alone Licensed Software shall substantially conform to the technical user manual that ships with the Stand-alone Licensed Software. "Stand-alone Licensed Software"means sales of Licensed Software without a contemporaneous purchase of a server for the Licensed Software. If Philips is not the installer of the Stand-alone Licensed Software, the foregoing warranty period shall commence upon shipment. cn 8.4 If the start of the installation is delayed for any reason beyond the control of Philips for more than thirty(30) E days following the date that Philips notifies Customer that the major components of the product are available for delivery,the warranty period begins on the thirty-first(31s')day following that date. 8.5 Philips'sole obligations and Customer's exclusive remedy under any product warranty are limited,at Philips' option,to the repair or the replacement of the product or a portion thereof within thirty(30)days after receipt of written notice of such material breach from Customer("Product Warranty Cure Period")or,upon expiration of the Product Warranty Cure Period, to a refund of a portion of the purchase price paid by the Customer, upon Customer's request. Any refund will be paid,to the Customer when the product is returned to Philips. ) Warranty service outside of normal working hours(i.e. 8:00 AM-5:00 PM, Monday through Friday,excluding Philips'observed holidays),will be subject to payment by Customer at Philips'standard service rates. _ 8.6 This warranty is subject to the following conditions: the product: (a) is to be installed by authorized Philips CL representatives(or is to be installed in accordance with all Philips installation instructions by personnel trained by Philips); (b)is to be operated exclusively by duly qualified personnel in a safe and reasonable manner in accordance with Philips'written instructions and for the purpose for which the products were intended; and, (c)is to be maintained and in strict compliance with all recommended and scheduled maintenance instructions provided with the product and Customer is to notify Philips immediately if the product at anytime fails to meet its printed performance specifications. Philips' obligations under any product warranty do not apply to any product defects resulting from improper or inadequate maintenance or calibration by the Customer or its Philips Standard Terms and Conditions of Sale Rev Q.2 Page 3 of 52 danuag,2021 Packet Pg.825 C.27.b agents; Customer or third party supplied interfaces,supplies, or software including without limitation loading of operating system patches to the Licensed Software and/or upgrades to anti-virus software running in connection with the Licensed Software without prior approval by Philips;use or operation of the product other than in accordance with Philips'applicable product specifications and written instructions;abuse,negligence, accident, loss,or damage in transit; improper site preparation; unauthorized maintenance or modifications to the product;or viruses or similar software interference resulting from connection of the product to a network. Philips does not provide a warranty for any third-party products furnished to Customer by Philips under the quotation;however, Philips shall use reasonable efforts to extend to Customer the third party warranty for the product.The obligations of Philips described herein and in the applicable product-specific warranty document are Philips'only obligations and Customer's sole and exclusive remedy for a breach of a product warranty. 8.7 THE WARRANTIES SET FORTH HEREIN AND IN PHILIPS'WARRANTY DOCUMENT WITH RESPECT TO A PRODUCT (INCLUDING THE SOFTWARE PROVIDED WITH THE PRODUCT) ARE THE ONLY WARRANTIES MADE BY PHILIPS IN CONNECTION WITH THE PRODUCT, THE SOFTWARE,AND THE TRANSACTIONS CONTEMPLATED BY THE QUOTATION, AND ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, WHETHER WRITTEN, ORAL, STATUTORY, EXPRESS OR IMPLIED, E INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Philips may use refurbished parts in the manufacture of the products,which are subject to the same quality control procedures and warranties as for new products. 9. Philips Proprietary Service Materials 9.1 Any Philips maintenance or service software and documentation provided with the product and/or located at Customer's premises is intended solely to assist Philips and its authorized agents to install and to test the products or to assist Philips and its authorized agents to maintain and to service the products under warranty or a separate support agreement with Customer. Customer agrees to restrict access to such software and documentation to Philips' employees and those of Philips' authorized agents only and to permit Philips to remove its Proprietary Service Materials upon request. 10. Intellectual Property Indemnification CL 10.1 Philips shall indemnify,defend,and hold harmless Customer against any claim that a Philips product provided in the quotation infringes, misappropriates, or violates any third party intellectual property right, whether 12 patent, copyright, trademark, or trade secret, provided that Customer: (a) provides Philips prompt written notice of the claim; (b)grants Philips full and complete information and assistance necessary for Philips to defend,settle,or avoid the claim;and(c)gives Philips sole control of the defense or settlement of the claim. 10.2 If(a)a Philips product is found or believed by Philips to infringe a valid patent or copyright;or, (b)Customer has been enjoined from using the Philips product pursuant to an injunction issued by a court of competent jurisdiction, Philips may, at its option: (i) procure the right for Customer to use the product; (ii) replace or modify the product to avoid infringement; or(iii)refund to Customer a portion of the product purchase price upon the return of the original product. Philips shall have no obligation for any claim of infringement arising from: Philips' compliance with Customer's designs, specifications, or instructions; Philips' use of technical information or technology supplied by Customer;modifications to the product by Customer or its agents; use of the product other than in accordance with the product specifications or applicable written product instructions;use of the product with any other product not sold by Philips to customer and the Philips product in and of itself is not infringing; if infringement would have been avoided by the use of a current unaltered (n release of the products,provided that, Philips makes such current unaltered release available to customer at no additional charge;or use of the Philips Product after Philips has advised Customer, in writing,to stop use of the Philips Product in view of the claimed infringement, provided that,this shall not be a replacement for the remedies set forth under 10.2(i)-(iii)above. The terms in this section state Philips'entire obligation and liability for claims of infringement,and Customer's sole remedy in the event of a claim of infringement. 11. Limitation of Liability 11.1 THE TOTAL LIABILITY, IF ANY,OF PHILIPS AND ITS AFFILIATES FOR ALL DAMAGES AND BASED ON cn ALL CLAIMS, WHETHER ARISING OR RELATING TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHER TORT, OR OTHERWISE, ARISING FROM A PRODUCT, LICENSED SOFTWARE, AND/OR SERVICE IS LIMITED TO THE PRICE PAID HEREUNDER FOR THE PRODUCT, LICENSED SOFTWARE, OR SERVICE GIVING RISE TO THE LIABILITY. 11.2 THIS LIMITATION SHALL NOT APPLY TO: 11.2.1 THIRD PARTY CLAIMS FOR DIRECT DAMAGES FOR BODILY INJURY OR DEATH TO THE EXTENT CAUSED BY PHILIPS' NEGLIGENCE OR PROVEN PRODUCT DEFECT; ) 11.2.2 CLAIMS OF TANGIBLE PROPERTY DAMAGE REPRESENTING THE ACTUAL COST TO REPAIR OR REPLACE PHYSICAL PROPERTY TO THE EXTENT CAUSED BY PHILIPS NEGLIGENCE OR = PROVEN PRODUCT DEFECT; 11.2.3 OUT OF POCKET COSTS INCURRED BY CUSTOMER TO PROVIDE PATIENT NOTIFICATIONS, CL REQUIRED BY LAW, TO THE EXTENT SUCH NOTICES ARE CAUSED BY PHILIPS UNAUTHORIZED DISCLOSURE OF PHI; 11.2.4 FINES/PENALTIES LEVIED AGAINST CUSTOMER BY GOVERNMENT AGENCIES CITING PHILIPS' UNAUTHORIZED DISCLOSURE OF PHI AS THE BASIS OF THE FINE/PENALTY, ANY SUCH FINES OR PENALTIES SHALL CONSTITUTE DIRECT DAMAGES;and, Philips Standard Terms and Conditions of Sale Rev Q.2 Page 4 of 52 danuag,2021 Packet Pg.826 C.27.b 11.2.5 PHILIPS INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATION UNDER SECTION 10 OF THIS AGREEMENT. 12. Disclaimer 12.1 IN NO EVENT SHALL PHILIPS OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES OR PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES WHETHER ARISING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHER TORT. 13. Confidentiality 13.1 Each party shall maintain as confidential any information furnished or disclosed to one party by the other party, whether disclosed in writing or disclosed orally, relating to the business of the disclosing party, its customers,employees,and/or its patients,and the quotation and its terms, including the pricing terms under which Customer has agreed to purchase the products.Each party shall use the same degree of care to protect the confidentiality of the disclosed information as that party uses to protect the confidentiality of its own information,but in no event less than a reasonable amount of care.Each party shall disclose such confidential information only to its employees having a need to know such information to perform the transactions contemplated by the quotation. The disclosing party maintains exclusive ownership of the confidential information which it discloses to the receiving party,and a receiving party shall be responsible for the breach of these confidentiality terms by any of its representatives or other person to whom it may disclose the confidential information. The obligation to maintain the confidentiality of such information shall not extend to information that (a) is or becomes generally available to the public without violation of these Terms and Conditions of Sale or any other obligation of confidentiality or(b)is lawfully obtained by the receiving Party from a third party without any breach of confidentiality or violation of law. Notwithstanding the foregoing, in the event that the receiving party is required by law to disclose any confidential information to a court, CL government department/agency or regulatory body,the receiving party may so disclose,provided that it shall, to the extent permitted by applicable law, first inform the disclosing party of the request or requirement for 12 disclosure to allow an opportunity for the disclosing party to apply for an order to prohibit or restrict such disclosure. Moreover,nothing set forth herein shall prohibit Customer from disclosing confidential information required by state or federal open records laws, to the extent disclosed in compliance with the rules and procedures applicable thereto,including notifying Philips and providing Philips an opportunity to argue certain information may be exempt as a trade secret, if applicable thereunder. 14. Compliance with Laws&Privacy 14.1 Each party shall comply with all laws, rules, and regulations applicable to the party in connection with the performance of its obligations in connection with the transactions contemplated by the quotation, including, but not limited to,those relating to employment practices federal and state anti-discrimination laws(including Title VII of the Civil Rights Act of 1964 as amended, the Rehabilitation Act of 1973 as amended and the Veterans Readjustment ACT of 1972 as amended), E-Verify,FDA,Medicare fraud and abuse,and the Health Insurance Portability and Accountability Act of 1996(HIPAA). Health care providers are reminded that if the purchase includes a discount or loan, they must fully and accurately report such discount or loan on cost (n reports or other applicable claims for payment submitted under any federal or state health care program, including but not limited to Medicare and Medicaid,as required by federal law(see 42 CFR 1001.952[h]). 14.2 In the course of providing project implementation related services and/or warranty services to Customer, hereunder, it may be necessary for Philips to have access to,view and/or download computer files from the products that might contain Personal Data."Personal Data"means information about an identifiable individual and includes any information that is "personal information" or "personal health information" within the meaning of any applicable privacy law. Personal Data can include both personal health information (i.e. images, heart monitor data, and medical record number) and non-health information (i.e., date of birth, (n gender). Philips will process Personal Data only to the extent necessary to perform and/or fulfill its project E implementation related service, warranty service and/or warranty obligations hereunder. Customer further acknowledges and agrees that all telephone conversations between Philips and Customer may, in Philips discretion,be recorded. 14.3 Business Associate Addend ums/Ag reements between Philips and Customer. Customer's most current business associate agreement ("BAA") duly executed with Philips and in effect at the time of Philips performance of the services shall apply and is incorporated into this Agreement. In the event terms expressly set forth in the BAA conflict with terms set forth in this Agreement,the terms set forth in the BAA shall govern ) in such instance. Otherwise,the terms expressly set forth herein shall apply. 14.4 It is Customer's responsibility to notify Philips if any portion of the order is funded under the American = Reinvestment and Recovery Act(ARRA). To ensure compliance with the ARRA regulation, Customer shall CL include a clause stating that the order is funded under ARRA on its purchase order or other document issued by Customer. 14.5 Product Safety and Other Complaints. Customer will report immediately to Philips any event of which Customer becomes aware that suggests that any services or products provided by Philips, for any reason: (a)may have caused or contributed to a death or serious injury, or(b)have malfunctioned where and such malfunctions would be likely to cause or contribute to a death or serious injury if the malfunction were to occur again.Additionally,Customer will also report to Philips complaints it receives from its personnel and patients Philips Standard Terms and Conditions of Sale Rev Q.2 Page 5 of 52 danuag,2021 Packet Pg.827 C.27.b or any other person regarding the identity, quality, performance, reliability, safety, effectiveness, labels or instructions for use of the services or products provided by Philips. Philips shall be solely responsible for submitting any filings or reports to any governmental authorities with respect to the Philips products and services provided by Philips hereunder, unless otherwise required by law. Ch 15. Excluded Provider 15.1 As of the date of the sale of this product, Philips represents and warrants that Philips, its employees and subcontractors, are not debarred, excluded, suspended or otherwise ineligible to participate in a federal or state health care program,nor have they been convicted of any health care related crime for the products and services provided under these Terms and Conditions of Sale(an"Excluded Provider"). Philips shall promptly notify Customer if it becomes aware that Philips or any of its employees or subcontractors providing services hereunder have become an Excluded Provider under a federal or state healthcare program, whereupon Customer shall provide Philips with a reasonable opportunity to discuss and attempt to resolve in good faith with Customer any Customer related concerns in relation thereto, and/or will give Philips a reasonable opportunity to dispute its, or its employee's or subcontractor's, designation as an Excluded Provider. In the event that the Parties are unable to resolve any such Customer concerns of the applicable party's designation as an Excluded Provider,then Customer may terminate this order by express written notice for products and services not yet shipped or rendered prior to a date of exclusion. 16. Omnibus Reconciliation Act(OMNI)Social Security(PL96-499, Public Law) 16.1 Philips and Customer shall comply with the Omnibus Reconciliation Act of 1980 (P.L. 96-499) and it's implementing regulations (42 CFR, Part 420). Philips agrees that until the expiration of four(4)years after furnishing services or products pursuant to these Terms and Conditions of Sale,Philips shall make available, upon written request of the Secretary of the Department of Health and Human Services, or upon request of the Comptroller General,or any of their duly authorized representatives,these Terms and Conditions of Sale and the books, documents and records of Philips that are necessary to verify the nature and extent of the costs charged to Customer hereunder. Philips further agrees that if Philips carries out any of the duties of CL these Terms and Conditions of Sale through a subcontract with a value or cost of ten-thousand U.S.dollars ($10,000.00)or more over a twelve (12) month period, with a related organization, such subcontract shall contain a clause to the effect that until the expiration of four(4)years after the furnishing of such services pursuant to such subcontract, the related organization shall make available, upon written request to the Secretary, or upon request to the Comptroller General, or any of their duly authorized representatives the subcontract, and books and documents and records of such organization that are necessary to verify the nature and extent of such costs. This paragraph relating to the retention and production of documents is included because of possible application of Section 1861(v)(1)(1)of the Social Security Act(42 U.S.C. 1395x (v)(1)(I)(1989)),as amended from to time to these Terms and Conditions of Sale. If Section 1861(v)(1)(1) should be found to be inapplicable,then this paragraph shall be deemed inoperative and without force and effect. 17. General Terms The following additional terms shall be applicable to the purchase of a product: 17.1 Force Majeure. Each party shall be excused from performing its obligations(except for payment obligations) arising from any delay or default caused by events beyond its reasonable control including,but not limited to, (n acts of God,health pandemics,acts of any civil,military or government authority,fire,floods,war,embargoes, labor disputes,acts of sabotage, riots, accidents,delays of carriers,voluntary or mandatory compliance with any government act, regulation or mandatory direction, request. For clarity, Customer requests shall not be considered government'requests under this section 17.1. 17.2 Bankruptcy. If Customer becomes insolvent, is unable to pay its debts when due,files for bankruptcy, is the subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned, Philips may cancel any unfulfilled obligations,or suspend performance;however,Customer's financial obligations to Philips shall remain in effect. cn 17.3 Assignment. Customer may not assign any rights or obligations in connection with the transactions E contemplated by the quotation without the prior written consent of Philips, which consent shall not be unreasonably withheld, and any attempted assignment without such consent shall be of no force or effect. Notwithstanding the foregoing,either party shall be entitled to assign this Agreement,without the prior consent of the other party,to a(i)purchaser of a sale of a substantial amount of their assets to which this Agreement relates or to a (ii)different affiliated legal entity of a party to this Agreement or their parent company to support an internal reorganization of the asserts of such party or such party's parent corporate legal entity; provided that,the assignee assumes all liabilities and obligations of the assignor and the assignor is not in ) breach of its payment obligations under this Agreement prior to such assignment. 17.4 Export Controls. Customer shall assume sole responsibility for obtaining any required export authorizations = in connection with Customer's export of the products from the country of delivery. Customers located in the CL United States are not permitted to re-sell,rent,or in any other way distribute these products outside the United States,without Philips'prior written approval. 17.5 Governing Law. All transactions contemplated by the quotation shall be governed by the laws of the state where the equipment will be installed,without regard to that state's choice of law principles, and expressly excluding application of the Uniform Computer Information Transactions Act (UCITA), in any form. EACH PARTY, KNOWINGLY AND AFTER CONSULTATION WITH COUNSEL, FOR ITSELF, IT'S SUCCESSSORS'AND ASSIGNS,WAIVES ALL RIGHT TO TRIAL BY JURY OF ANY CLAIM ARISING WITH Philips Standard Terms and Conditions of Sale Rev Q.2 Page 6 of 52 danuary,2021 Packet Pg.828 C.27.b RESPECT TO THIS AGREEMENT OR ANY MATTER RELATED IN ANYWAY THERETO. 17.6 Entire Agreement. These Terms and Conditions of Sale,the terms and conditions set forth in the quotation and the applicable Philips' product-specific warranty constitute the entire understanding and agreement by and between the parties with respect to the transactions contemplated by the quotation, and supersede any previous understandings or agreements between the parties, whether written or oral, regarding the transactions contemplated by the quotation. The pricing in the quotation is based upon the terms and conditions in the quotation. No additional terms, conditions, consents, waivers, alterations, or modifications shall be binding unless in writing and signed by the parties. Customer's additional or different terms and conditions, whether stated in a purchase order or other document issued by Customer, are specifically rejected and shall not apply to the transactions contemplated by the quotation. 17.7 Headings. The headings in the quotation are intended for convenience only and shall not be used to interpret the quotation the validity and enforceability of the remaining provisions shall not be affected or impaired and shall continue in full force and effect. 17.8 Notices. Notices or other communications shall be in writing, and shall be deemed served if delivered personally,or if sent by facsimile transmission, by overnight mail or courier,or by certified mail,return receipt requested and addressed to the party at the address set forth in the quotation. 17.9 Performance. The failure of Customer or of Philips at any time to require the performance of any obligation will not affect the right to require such performance at any time thereafter. Course of dealing, course of performance, course of conduct, prior dealings, usage of trade, community standards, industry standards, and customary standards and customary practice or interpretation in matters involving the sale, delivery, installation, use, or service of similar or dissimilar products or services shall not serve as references in interpreting the terms and conditions of the quotation. 17.10 Obligations. Customer's obligations are independent of any other obligations the Customer may have under any other agreement, contract, or account with Philips. Customer will not exercise any right of offset in connection with the terms and conditions in the quotation or in connection with any other agreement,contract, or account with Philips. 17.11 Additional Terms. Product Specific Schedules are incorporated herein as they apply to the equipment listed in the quotation and their additional terms shall apply solely to Customer's purchase of the products specified CL therein. If any terms set forth in a Product Specific Schedule conflict with terms set forth in these Terms and Conditions of Sale,the terms set forth in the Product Specific Schedule shall govern. 12 LICENSED SOFTWARE > 0 1. License Grant 1.1 Subject to any usage limitations for the Licensed Software set forth on the product description of the quotation, Philips grants to Customer a nonexclusive and non-transferable right and license to use the computer software package (Licensed Software)in accordance with the terms of the quotation and these Terms and Conditions of Sale.The License shall continue for as long as Customer continues to own the product,except that Philips may terminate the License if Customer is in breach or default of these Terms and Conditions of Sale and/or the quotation.Customer shall return the Licensed Software and any authorized copies thereof to Philips immediately upon expiration or termination of this License. 1.2 The License does not include any right to use the Licensed Software for purposes other than the operation of the product. Customer may make one copy of the Licensed Software in machine-readable form solely for backup purposes. Philips reserves the right to charge for backup copies created by Philips. Except as (n otherwise provided under Section 1.6,Customer may not copy,reproduce,sell,assign,transfer,or sublicense the Licensed Software for any purpose without the prior written consent of Philips. Customer shall reproduce Philips'copyright notice or other identifying legends on such copies or reproductions. Customer will not(and will not allow any third party to) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover the product or Licensed Software by any means whatsoever. 1.3 The License shall not affect the exclusive ownership by Philips of the Licensed Software or of any trademarks, copyrights, patents,trade secrets, or other intellectual property rights of Philips(or any of Philips'suppliers) relating to the Licensed Software. cn 1.4 Customer agrees that only authorized officers, employees, and agents of Customer will use the Licensed E Software or have access to the Licensed Software (or to any part thereof), and that none of Customer's officers, employees, or agents will disclose the Licensed Software, or any portion thereof, or permit the Licensed Software, or any portion thereof, to be used by any person or entity other than those entities identified on the quotation.Customer acknowledges that certain of Philips'rights may be derived from license agreements with third parties,and Customer agrees to preserve the confidentiality of information provided by Philips under such third-party license agreements. 1.5 The Licensed Software shall be used only on the product(s)referenced in the quotation. 1.6 Customer may transfer the Licensed Software in connection with sale of the product to a healthcare provider who accepts all of the terms and conditions of this License;provided that Customer is not in breach or default = of this License, the Terms and Conditions of Sale,or any payment obligation to Philips. CL 2. Modifications 2.1 If Customer modifies the Licensed Software in any manner, all warranties associated with the Licensed Software and the products shall become null and void. Customer installation of Philips issued patches or updates shall not be deemed to be modification. If Customer or any of its officers, employees, or agents should devise any revisions, enhancements, additions, modifications, or improvements in the Licensed Software, Customer shall disclose them to Philips,and Philips shall have a non-exclusive royalty-free license Philips Standard Terms and Conditions of Sale Rev Q.2 Page 7 of 52 danuag,2021 Packet Pg.829 C.27.b to use and to sub-license them. 2.2 The Licensed Software is licensed to Customer on the basis that(a)Customer shall maintain the configuration of the products as they were originally designed and manufactured;and, (b)the product includes only those subsystems and components certified by Philips. The Licensed Software may not perform as intended on systems modified by other than Philips or its authorized agents,or on systems which include subsystems or 75 components not certified by Philips. Philips does not assume any responsibility or liability with respect to unauthorized modification or substitution of subsystems or components. 0 .E 0 c� E COUNTY APNE AIF 3Y O�r MM P .AS I urm UNTY ATTORNEY CL Die 6/2/21 c 0 4- 0 c 0 CL Philips Standard Terms and Conditions of Sale Rev Q.2 Page 8 of 52 .lanuag,2021 Packet Pg.830 C.27.b Schedule 1 Imaging Systems Portfolio(IS) 6@ 6@ W 75 Interventional X-Ray(iXR) 0 Image Guided Therapy(IGT) Mobile C-Arms(Surg) Philips Image Guided Therapy Corporation(IGTD) fka Volcano Imaging Clinical Applications(ICAP) IntelliSpace Portal(ISP) Digital X-Ray(DXR) Computed Tomography(CT) Magnetic Resonance(MR) Diagnostic Imaging Invivo Coils Positron Emission Tomography(PET/CT) cn Advanced Molecular Imaging(SPECT&SPECT/CT) Radiation Oncology(PROS) E 0 1. Payment Terms Unless otherwise specified in the quotation,Philips will invoice Customer and Customer will pay such invoice based on the date of the invoice for each product as follows: 1.1 For Imaging Systems Portfolio: 1.1.1 10%of the purchase price shall be due with Customer's submission of its purchase order. CL 1.1.2 70%of the purchase price shall be due on delivery of the major components of the product. Product installation will not begin until Customer has paid this portion of the purchase price. 12 1.1.3 20% of the purchase price shall be invoiced the date the product is available for first patient use. Available for first patient use means the product has been installed and substantially meets Philips' > published specifications. 1.1.4 Payment is due net thirty(30)days from Philips'invoice date. 1.2 If the start of the installation is delayed for any reason beyond the control of Philips for more than thirty(30) W days following the date that Philips notifies Customer that the major components of the product are available for delivery,the unpaid portion of the purchase price shall be due on the thirty-first(31s`)day following such date. — 2. Cancellation 2.1 The quotation is subject to change or withdrawal prior to written acceptance by Customer. All purchase orders cc issued by Customer are subject to acceptance by Philips. If Customer cancels an order prior to product shipment, Customer shall pay a cancellation charge of fifteen percent(15%)of the net order price. Orders are non-cancellable for Products shipped. 3. Delivery 3.1 Philips will use reasonable efforts to ship the product to the Customer (a) by the mutually agreed upon shipment date;or(b)by the date stated in the quotation;or(c)as otherwise agreed in writing. Philips will ship the Product according to Philips' standard commercial practices. Philips will deliver the equipment during CJ normal working hours,8:OOAM—5:00 PM,in the time zone where the Customer is located. Philips may make partial shipments. Philips will pay shipping costs associated with Product shipment. 3.2 Prior to the shipment of any Product, Philips may change the construction or the design of the Product without us notice to the Customer so long as the function,footprint,and performance of the Product are not substantially altered. 3.3 If Customer requests a delay in the date major components of the Product are available for delivery, then Philips will place the Product in storage and the unpaid portion of the purchase price shall be due. Customer will reimburse Philips for all storage fees,transportation expenses,and related costs incurred by Philips. 4. Leases. 4.1 If Customer desires to convert the purchase of any product to a lease, Customer will arrange for the lease agreement and all other related documentation to be reviewed and approved by Philips not later than ninety (90)days prior to the date of the availability for delivery of major components of the product. The Customer =_ is responsible for converting the transaction to a lease and is required to secure the leasing company's approval of all of these Terms and Conditions of Sale. No product will be delivered to the Customer until CL Philips has received copies of the fully executed lease documents and has approved the same.For any lease, if the lease does not fund then: (i)Customer guarantees the payment of all monies due or that may become due under this agreement; (ii) Philips may convert the lease back to a purchase and invoice Customer accordingly; and, (iii) Customer will pay all such invoiced amounts per the invoice terms. In the event that there are multiple solutions on one quote,the solution with the longest period for converting the transaction to a lease shall prevail. Philips Standard Terms and Conditions of Sale Rev Q.2 Page 9 of 52 danuag,2021 Packet Pg.831 C.27.b 5. Additional Customer Installation Obligations for Magnetic Resonance(MR) 5.1 Customer shall provide any and all site preparation and shall be in compliance with all radio frequency(RF) or magnetic shielding and acoustical suppression and building codes relevant to the Product and its installation and use. 5.2 If applicable, Customer's contractor or Customer's architect is required to provide detailed information on the proposed Helium Exhaust Pipe for their MRI system prior to installation to ensure safety specifications are being met. Required Details include: 5.2.1 Architectural drawing or sketch with complete dimensions including lengths, bending radii, bending angles, and pipe diameters for entire Helium Exhaust Pipe run from RF enclosure to discharge location. 5.2.2 Completed Helium Exhaust Pipe Verification Checklist(Provided by Local Philips Project Manager) 5.2.3 Picture showing the area where the Helium Exhaust Pipe will discharge. 5.3 If applicable, Magnets will not be released for delivery unless and until Helium Exhaust Pipe details are provided for verification and have been confirmed to meet all life safety specifications. 5.4 Costs of equipment preservation, to ensure a high quality system, will be passed to the Customer if the c� installation site is not ready due to delays not caused by Philips.Additionally,climate control costs during and after equipment installation are also the responsibility of the Customer. Preservation of equipment is required to prevent exposing equipment to the negative effects of a non-climate-controlled construction environment, where there is dust or high humidity. Climate control could include costs associated with ensuring a climate- controlled environment. Activities and expenses required for preservation may include time, materials, and transportation to package and seal, and transport the equipment to a controlled environment to prevent dust from entering the equipment. For MR,as may be applicable,this includes the consumption of Helium for life support. 6. Further use of System Data. CL 6.1 Mandatory Data. Customer acknowledges and agrees that by executing this Agreement and using the Licensed Software, it has agreed that product inventory and crash signature data generated by the Licensed Software shall be delivered into the custody of Philips, or of systems maintained on Philips' behalf, without notice to Customer. Such data is referred to herein as"Mandatory Data"and such data is described in the Licensed Software's documentation for each Licensed Software release;the data comprising Mandatory Data is subject to change with each release of upgrades, updates, patches and modifications to the Licensed Software. Customer agrees that any Mandatory Data will be the property of Philips. Part of the Mandatory Data might constitute(non-sensitive)Personal Data,which is anonymized data or aggregate log files,device parameters and other signals collected from the equipment used by Customer and associated with Customer. Customer agrees that Philips may use and disclose Mandatory Data for Philips'own business purposes(including, but not limited to,for data analytics activities to determine trends of usage of Philips'or its affiliates'devices and services, to facilitate and advise on continued and sustained use of Philips' or its affiliates' products and services,for product and service development and improvement(including the development of new offerings), (n substantiation of marketing claims and for benchmarking purposes). In connection with any disclosure of Mandatory Data, Philips will not associate such data with the Personal Data of Customer's patients, consumers,or employees. 0 CJ CL E Philips Standard Terms and Conditions of Sale Rev Q.2 Page 10 of 52 danuag,2021 Packet Pg.832 C.27.b Schedule 1-A Digital Computational Pathology Portfolio(DCP) 6@ 6@ W Digital Computational Pathology Image Management System(I MS) (DCP)Products UltraFast Scanner(UFS) The following Schedule 1-A shall apply to Digital Computational Pathology Portfolio(DCP)only. The afore-referenced Schedule 1 shall not be applied to DCP. 1. Definitions 1.1 "Products"means,collectively,the equipment,system, Philips IntelliSite Pathology Solution, including the IM and UFS,integration services and other products as described within the applicable Philips quotation. 1.2 "Project Implementation Plan" shall mean, if a Statement of Work is included in the Quotation (SOW) or otherwise created after award of the contract,the project management implementation plan,mutually agreed to by the parties,that sets timetables and the order of project rollout for the work scope set forth in the SOW, if and as applicable to the Products purchased. W 1.3 "Authorized Users" of the Product shall mean persons reviewing pathology images or those requiring administrative access to patient records and images scanned in to the Image Management System, as authorized by Customer, in support of performance of such services. 1.4 "Acceptance"means the following: For Equipment: Acceptance means the Product(s) has been successfully installed by Philips at the Customer's site, substantially meets Philips' functionality for the Product(s) as set forth in the applicable Philips documentation for the Product and is available for first clinical use. Upon successful installation, Customer will sign the Philips acceptance form provided by Philips as acknowledgement that installation is complete and accepted by Customer. In the event that Product Integration is included in the scope of a project, Integration will not commence until Philips' receipt of the Equipment acceptance form signed by CL Customer. L_ For Integration: Acceptance means the Product(s) has been successfully integrated into the Customer 12 environment and substantially meets the integration requirements described in the applicable SOW ("Integration"). In the event that during Integration Philips discovers elements or features of the Customer's environment that were not properly identified to Philips or could not have been reasonably known or understood by Philips prior to agreement on the applicable SOW, Philips may, after the exercise of commercially reasonable efforts complete implementation of an applicable Integration requirement,determine in good faith,and provide Customer with written notice,that such Integration requirement cannot,in whole or in part, be implemented. Upon Customer's receipt of such notice, that Integration task shall be considered complete. Any such determination by Philips shall not reduce the price of the Integration or delay payment by Customer. Customer will sign the Philips acceptance form provided by Philips as acknowledgement that the Integration of the Products is complete and accepted by Customer. 1.5 "Available for first patient use"as it relates to the DCP Products and not withstanding anything to the contrary set forth in the Philips Standard Terms and Conditions of Sale, means the Product has been installed and performs in substantial compliance with the Philips documentation provided with the Product and is available for Customer's first clinical use. (n 1.6 "Client Device" means a computer, workstation, terminal, or other electronic device used to access the Product(s). 1.7 Any other capitalized term used in this Schedule 1-A shall have the meaning ascribed to it in the main body of the Philips Standard Terms and Conditions of Sale. 2. Payment Terms 2.1 Unless otherwise specified in the quotation or Statement of Work (where applicable), Philips will invoice Customer and Customer will pay such invoice on receipt for each product as follows: (n 2.1.1 100%of the purchase Price for Products shall be due thirty(30)days from Philips'invoice date. E 2.1.2 100%of any Integration services Price shall be due thirty(30)days from Philips'invoice date. 2.1.3 Payment terms are subject to credit approval. If the start of installation is delayed for any reason beyond the control of Philips for more than thirty (30)days following the date that Philips notifies Customer that the major components of the Product are available for delivery, the unpaid portion of the purchase price shall be due on the thirty-first (31s`)day following such date. 3. Cancellation 3.1 The quotation is subject to change or withdrawal by Philips prior to written acceptance by Customer. All purchase orders issued by Customer are subject to acceptance by Philips. If Customer cancels an order CL prior to Product shipment, Customer shall pay a cancellation charge of fifteen percent(15%)of the net order price. Orders are non-cancellable for Products shipped. 4. Delivery 4.1 Philips will use reasonable efforts to ship the Product to Customer:(a)by the estimated shipment date(s)set forth in the quotation or, if applicable,the SOW; or, (b)as otherwise agreed in writing. Philips will ship the Product according to Philips'standard commercial practices. Philips will deliver the equipment during normal Philips Standard Terms and Conditions of Sale Rev Q.2 Page 11 of 52 danuag,2021 Packet Pg.833 C.27.b working hours, 8:00—5:00 PM, in the time zone where the Customer is located. Philips may make, and Customer agrees to accept, partial shipments. Philips will pay shipping costs associated with Product shipment. 4.2 Prior to the shipment of any Product,Philips may change the construction or the design of the Product without notice to the Customer so long as the function,footprint,and performance of the Product are not substantially 75 altered. 4.3 If Customer requests a delay in the date major components of the Product are available for delivery, then Philips will place the Product in storage and the unpaid portion of the purchase price shall be due. Customer will reimburse Philips for all storage fees incurred from date of invoice. 5. Leases. 5.1 If Customer desires to convert the purchase of any product to a lease, Customer will arrange for the lease agreement and all other related documentation to be reviewed and approved by Philips not later than sixty (60)days prior to the date of the availability for delivery of major components of the product. The Customer is responsible for converting the transaction to a lease and is required to secure the leasing company's approval of all of these Terms and Conditions of Sale. No product will be delivered to the Customer until Philips has received copies of the fully executed lease documents and has approved the same.For any lease, if the lease does not fund then(i)Customer guarantees the payment of all monies due or that may become due under this agreement (ii) Philips may convert the lease back to a purchase and invoice Customer accordingly and(iii)Customer will pay all such invoiced amounts per the invoice terms. In the event that there are multiple solutions on one quote the solution with the longest period for converting the transaction to a lease shall prevail. 0 6. Customer Room Preparation Responsibilities In addition to the requirements set out in Section 7 of the Philips Standard Terms and Conditions of Sale,Customer is responsible for the following site preparation and installation activities: 2 6.1 Customer is responsible for all activities and costs necessary to prepare the facility for installation of the Product by Philips. Customer's obligations include, but are not limited to,any connectivity to the Customer's CL network, which includes the requirement for such connectivity to comply the applicable Philips Product requirements and specifications, running all required cables prior to installation. 12 6.2 Prior to acceptance of the quotation, Customer shall obtain from the applicable Philips implementation team any other additional Customer installation preparation requirements in connection with the implementation resulting from unique attributes of Customer's environment and the size of the implementation. 0. 6.3 Product Operating Environment: Customer shall ensure an adequate operating environment for the Product 0. that meets generally accepted industry standards for the operation of computer server equipment, including without limitation stable table, power and air conditioning. The installation site shall be protected from unauthorized access. _ 6.4 In the event that multiple server racks are required to support the use of the Product,Customer shall provide, without charge,contiguous rack space at the installation site. ' 6.5 Minimum Network Requirements. Customer shall provide at a minimum the network requirements,if any,as stated in the SOW and/or the final design documentation,as applicable. 6.6 In case any or all of the above conditions are not properly or timely complied with, or Philips or its representative has to interrupt the installation and installation validation testing for reasons not attributable to N Philips, the period of completion shall be extended accordingly and any and all additional costs resulting therefrom shall be the Customer's responsibility. PHILIPS NEITHER ASSUMES LIABILITY NOR OFFERS ANY WARRANTY FOR THE FITNESS OR ADEQUACY OF THE PREMISES OR THE UTILITIES AVAILABLE AT THE PREMISES IN WHICH THE PRODUCT IS TO BE INSTALLED, USED OR STORED. 6.7 Customer-Provided Equipment. Customer shall procure, maintain and upgrade all hardware and Client Devices. Hardware and Client Devices must meet the minimum requirements set forth in the final design and/or SOW. Notwithstanding the foregoing, no variance from the Client Devices specification is permitted. Minimum requirements for hardware and Client Devices may change during the Term. Upon Customer's request, Philips shall provide updated minimum requirements, if any. Customer is solely responsible for (n determining whether hardware and Client Device display are of diagnostic quality and for maintaining the E displays in accordance with the manufacturer's specifications. Philips is not responsible for providing Client Devices. 7. Archive Requirement. 7.1 To the extent required by the final design, Customer is required to have storage and archival capabilities for any Digital Computational Pathology system provided hereunder. If Customer provides its own storage, Customer is responsible for procuring any specialty software or hardware(fiber channel or host bus adapter (n ("HBA"))necessary to manage storage and allow the system to access the storage.To the extent required by the final design, Customer is responsible for providing fiber channel switches, port upgrades, and other = telecommunications and/or network hardware required for the Philips products to physically connect to the CL storage, regardless of whether or not Philips provides the storage. 8. Software Installation on Hardware or Infrastructure 8.1 Philips shall install the Licensed Software solely on the hardware delivered by Philips, per the term of Philips Quotation, or on to Customer's virtual infrastructure, provided that it meets Philips' specifications for virtual infrastructure. Customer shall not use the Licensed Software with any other hardware except as expressly stated herein or in an applicable SOW.If Philips releases a Software Update that requires a different Hardware Philips Standard Terms and Conditions of Sale Rev Q.2 Page 12 of 52 danuag,2021 Packet Pg.834 C.27.b environment and Customer elects to receive the Software Update, Customer shall provide the Hardware changes before Philips performs the Software Update. 9. Storage Sizing � 9.1 To the extent not otherwise stated in the quotation, an applicable SOW, or the final design documentation, Customer and Philips will agree on data retention requirements, including, estimates of storage sizing and which party will source the storage solution(s). Upon request, Philips will provide Customer with estimates of image study sizes for different types of studies that Customer can use as a general aide to calculate and determine its near-term and long-term storage requirements for the DCP solution. Customer is responsible determine what storage archive device types and sizes are required to support its DCP solution, whether through procurement from Philips or utilization of Customer's own existing storage solutions. Customer acknowledges that use of storage varies greatly based on its unique utilization of the system and based on factors that are outside Philips'control.Therefore,and notwithstanding any estimates provided to Customer by Philips, Customer is solely responsible to determine what storage device and archiving solution is best suited to meet its needs. As part of its decision making process in connection with archive device storage size, Customer acknowledges that study sizes are affected greatly by(a)changes in the types and amount of modality equipment used, (b)technician discretion in file size creation, and (c)clinical protocols within a department. Customer is solely responsible for system administration for the DCP solution, which includes monitoring the storage archive device for its utilization levels and planning any necessary storage changes as Customer's requirements change. Once the final design is agreed upon between the parties, if it is determined that additional storage capacity is required beyond what is provided for in the Philips quotation, Customer shall be responsible for any additional cost associated with increasing the system's storage capacity to meet the requirements of the final design. 10. Unauthorized Patches and Anti-Virus Updates cc 10.1 Customer's installation or use of(a)operating system patches, updates or upgrades; (b)anti-virus updates (except to the DAT files i.e. virus definitions); or, (c) upgrades to anti-virus search engines without prior validation testing and approval by Philips("Unauthorized Updates")may adversely affect the functionality and CL performance of the Licensed Software. If Customer installs or uses Unauthorized Updates, Philips shall have no liability or responsibility for performance of the Licensed Software and the warranty shall be void. If Customer is using Unauthorized Updates when requesting service support or an Unauthorized Update is discovered by Philips after commencing the technical support process, then, prior to being obligated to perform warranty support services during a service period, Philips may require Customer to roll back to the most recent operating system and anti-virus search engine versions that have been validated by Philips as posted on the Philips service internet site. 11. Interfaces 11.1 Philips' obligation to provide any Digital Computational Pathology interface is expressly conditioned upon Customer enabling its Information System to send and receive messages to and from the applicable Philips products by the date the products are available for first patient use. If Customer has not fulfilled its interface obligations by such time, Philips may,at its discretion,terminate any interface obligations and refund any pre- paid amounts for interfaces against the applicable purchase order. Customer will execute any documentation reasonably requested by Philips to document such terminated interfaces. Upon Philips issuance of a refund in accordance with this section,Customer shall be deemed to have accepted the applicable Philips products. (n C Any interfaces terminated shall be re-evaluated under a separate new sales contract. 12. Frequent Data Backup/Disaster Recovery Responsibility 12.1 Philips is not responsible for:(1)the development or execution of a business continuity/disaster recovery plan; (2)providing a means for backing up data and images; or(3)backing up the data and images processed by the system. Customer may request Philips' assistance in designing a disaster recovery plan, but Philips accepts no liability whatsoever for the resulting plan or the results of Customer's utilization of such plan. Customer is responsible for providing a storage solution or storage backup device and for performing frequent cn backups of any data, patient information or images residing on the repository database,on Philips products, E or an archive. Except to the extent that Customer purchases some or all of the storage solution from Philips, as provided for in Section 11 above,Philips does not provide the storage archive or Client Devices to be used with this Product. These are Customer provided and not included in this purchase. 13. Statement of Work("SOW") 13.1 If applicable,Philips and Customer will create a mutually agreed upon Statement of Work(a"SOW")to include design processes and documents which the parties will sign prior to Philips'commencement of the applicable ) project. Unless expressly stated in a separate SOW for Integrations services, the acceptance criteria for Integration services shall be set forth in this SOW. The SOW is subject to any mutually agreed written = adjustments to the project price,and the terms set forth in the Philips Standard Terms and Conditions of Sale, including this schedule, and the applicable quotation. CL 14. Applications Administration Requirement 14.1 Customer, at all times, shall have a designated IMS Applications Administrator that has completed the applications training for the version of the product running at Customer's site. The applicable applications training is set forth in the quotation. Schedule 1-A Philips Standard Terms and Conditions of Sale Rev Q.2 Page 13 of 52 danuag,2021 Packet Pg.835 C.27.b Annex DCP SOFTWARE LICENSE TERMS("Software License Terms") In addition to the Licensed Software terms in Philips Standard Terms and Conditions of Sale(which may also be referred to herein as the"Agreement"),the following terms and conditions,apply to Digital Computational Pathology products: 75 1. License Grant 1.1 Software licenses are granted as provided for in the Philips Standard Terms and Conditions of Sale. 1.2 Customer acknowledges and agrees that the Product incorporates technology(software,programs,machine codes) owned or certified by Philips' third party suppliers ("Embedded Software") and that this Embedded Software are either licensed to Customer directly by Philips' suppliers pursuant to third-party license agreements or are subject to certain usage limits beside the ones listed in this Agreement. Customer hereby agrees to be bound by the terms of such third-party license agreements and usage limits. Philips reserves the right to provide additional"notice files"accompanying the Licensed Software as supplied by its third-party suppliers. Such notice files are purely informative. 0 2. Modifications 2.1 If Customer or any of its officers, employees or agents either(i)devise or acquire any improvements in the Licensed Software,or(ii)suggest or recommend to Philips any improvements,then such improvements and such information shall be disclosed in writing and a non-exclusive, world-wide, royalty-free license shall be offered to Philips in writing. In case Philips accepts such offer either in whole or in part by explicit written acceptance, Philips agrees to grant to Customer a non-exclusive, world-wide, royalty-free license to any further improvements Philips makes to any such improvement made by Customer. 3. Software Updates and Upgrades 3.1 Philips may create and license versions of the licensed Software containing Software Updates and Upgrades from time to time. Philips will make such Updated and Upgraded versions of the Licensed Software to Customer during the warranty period and during the term of a valid Philips Services Agreement for the related CL Product. Licensed Software versions containing Updates are identified by a change to the right of the decimal point in the Licensed Software release number and are offered to Customer at no additional charge. Licensed Software versions containing Upgrades are identified by a change to the left of the decimal point in the Licensed Software release number and are offered to Customer at the Philips prices for such Upgraded version and are subject to the terms and conditions of Philips'then applicable Software License terms and conditions. 3.2 Philips may make available maintenance of the Licensed Software updates and upgrades to Customer at Philips's published services rates and subject to the terms and conditions of Philips's then applicable software maintenance/customer support agreement. 4. Operating System Licensed Software Warranty 4.1 Philips warrants to Customer that the Operating System Licensed Software (the "Licensed Software") will operate in substantial compliance with the Philips manual(s)delivered with the system for a period of twelve (12)months from the date of the system's availability for Customer's first clinical use. 4.2 This warranty is made on the condition that during the applicable warranty period: (i) Customer promptly notifies Philips of the nonconformity giving full details of such nonconformity, (ii) such nonconformity is a (n critical error in the then-current version of the Licensed Software, and (iii) Philips is able to reproduce the nonconformity, then Philips shall at its option, and at its expense, endeavor to correct the nonconformity, either by replacement,work around, or by modification of the Licensed Software. If,after the expenditure of reasonable efforts, Philips is unable to correct the non-compliance, Philips may refund a reasonable portion of the purchase price for the Licensed Software, in which event the refund will be in full satisfaction of all Customer's claims relating to the non-conformance. Philips does not guarantee the effectiveness of the correction efforts and does not represent or warrant that all errors can be corrected.Correction of the Licensed Software shall not extend the original warranty period as set out above at Section 4.1. cn 4.3 NOTHWITHSTANDING THE FOREGOING, PHILIPS DOES NOT GUARANTEE THAT THE LICENSED E SOFTWARE WILL PERFORM ERROR-FREE OR UNINTERRUPTED. PHILIPS DOES NOT GUARANTEE THAT IT WILL CORRECT ALL PROGRAMMING ERRORS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THESE WARRANTIES ARE EXCLUSIVE. THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. 4.4 PHILIPS FURTHER GRANTS NO WARRANTY AS TO DEFECTS THAT APPEAR IN THE LICENSED SOFTWARE DUE TO ONE OR MORE OF THE REASONS SPECIFIED IN SECTION 12 OF THE AGREEMENT. _ CL Philips Standard Terms and Conditions of Sale Rev Q.2 Page 14 of 52 danuag,2021 Packet Pg.836 C.27.b Schedule 1-13 MR as a Subscription Ch m75 Magnetic Resonance MRI Software License Packages The following Schedule 1-13 shall apply to Magnetic Resonance Software License Packages offered under the MR as a Subscription. 1. Definitions 1.1. Covered System. The Philips MRI scanner on which the subscription licenses will reside. For existing/installed MRI units,the site number is set forth in the service agreement. 1.2. Covered Service Description. Included on the Quotation under NNAN399,describes the Subscription and the applicable fees. 1.3. Subscription. Philips grants to Subscriber a time-limited, nonexclusive, nontransferable right to use Subscription Service solely for Subscriber's own internal business purposes,subject to these terms. 1.4. Software Version. Introduces major release with significant new features and functionality. E 1.5. Software Update. Provides minor enhancements or improvements to performance, maintainability and serviceability. 1.6. Software Fix.Corrects Product Defect. 0 2. Subscription Term 2.1 The Term of this Subscription is defined in the Quotation under NNAN399("Term"),and shall continue unless 2- earlier terminated in accordance with this Agreement. 2.1.1For new MRI system installations, the Subscription will commence upon completion of installation and "L availability for first patient use. 12 2.1.2For existing/installed MRI systems,the Subscription will commence on the first day of the next calendar month. 2.2 The Subscription is non-cancelable by Customer and will remain in effect for the Term specified in this Agreement unless terminated in accordance with Section 6. 3. Scope of Subscription Service 3.1. Software Applications. Philips will provide the customer access to all Philips MR software applications, made generally commercially available by Philips,for the MR model/Covered System listed under the service _ agreement, that have been released as of the date of execution of the contract that does not require additional hardware. ' 3.1.1. Some software updates and upgrades may require hardware updates or upgrades. Unless included hereunder,Customer is responsible for any such hardware updates or upgrades. 3.2. Annual Updates.On an annual basis during the Subscription Term, Philips will update the Covered System with any new and additional applications, made commercially available by Philips for the Covered System N model,as well as any new release of software. 3.3 MR Clinical Applications Training.If Customer subscribes to ROCC Ready,then,within a reasonable time after Philips installs updates to the application software, Philips will provide Customer with four days (28 hours) of virtual clinical application training. If Customer continues to subscribe to ROCC Ready, then Customer will be entitled to four days(28 hours)of virtual clinical application training during each subsequent contract year. 3.3. MR Marketing Support.Philips will provide,annually,additional marketing support(for the new applications) in the form of written support that the customer can use to drive additional referrals.This can come in the form of either a MS Word or MS PowerPoint document. (n E 4. Fees and Payment 4.1. Refunds and Cancellation. Fees are: (i) nonrefundable; (ii) not decreased during the Subscription Term based on actual User or data storage usage;and(iii)not cancelable for the Subscription Term. 4.2. Subscription Fee.An annual Subscription Fee is due from the Start Date, payable on a quarterly basis, in advance,according to the Service Description. Fees for Subscription Term renewals or Subscriptions added during a Subscription Term will be: (i)at Philips's current standard price,due beginning on the Start Date for U) the Subscription Term; and (ii) charged for the full calendar month in which Subscriptions are added, and y coterminous for the remainder of the Subscription Term. _ 5. Subscription Service Requirements CL 5.1 Customer must purchase Tech Maximizer(Plus)prior to commencement of the MR as a Subscription as a condition to purchase MR as a Subscription solution offering. 5.2 Customer must purchase a RightFit Service Agreement prior to commencement of the MR as a Subscription E as a condition to purchase MR as a Subscription solution offering. 5.3 In order to receive virtual clinical education,Customer must purchase ROCC Ready. 6. Termination Philips Standard Terms and Conditions of Sale Rev Q.2 Page 15 of 52 danuag,2021 Packet Pg.837 C.27.b 6.1. Philips may suspend or terminate Subscription Service with 30 days written notice if Subscriber breaches its obligations including timely payment, or without notice if Philips has a good faith belief that: (i)Subscriber is using Subscription Service for illegal purposes; (ii) the integrity or security of Subscription Service is threatened; (iii)it is necessary to prevent fraud or harm to Philips or Subscriber; (iv)Subscriber has or will Ch breach its confidentiality obligations,infringe Philips'Intellectual Property rights,or assign or transfer its rights 75 or obligations without consent;or(v)it is required by law. 6.2. Upon termination (i) Subscriber's right to use Subscription Service ends, (ii) Subscriber will cease using Subscription Service and, at Philips's direction, return or destroy Philips Confidential Information and Documentation, and (iv)Subscriber will immediately pay Philips all Fees due including Fees for the balance of the Subscription Term if Subscription Service is terminated prior to the end of the current Subscription Term. 6.3. If Subscriber added this Subscription to a previously installed and operational MRI system,then at the time of termination, all licenses will revert to the version that was in place prior to commencement of the subscription. 6.4. This Agreement will terminate automatically upon termination or expiration of all Subscription Terms. 0 7. Installation 7.1. Philips will install the product during normal working hours, 8:00 AM—5:00 PM, in the time zone where the Customer is located. 8. Post Go-Live Support. Subscription Service includes telephone and remote support according to the terms of this Schedule. 8.1. Philips's standard support generally includes: (1)commercially reasonable efforts to resolve problems which cause Application functionality not to perform substantially as described in the Documentation; (2) remote assistance and troubleshooting advice for trained Subscriber personnel to determine cause and address technical problems with Subscription Service; (3)information and status updates for known Application functionality technical issues;and(4)periodic"as available"updates or upgrades to Subscription Service. Support may address but not resolve minor or partial loss of functionality, intermittent CL problems or minor degradation of operations. 8.2. Philips will use commercially reasonable efforts to respond to support requests as soon as possible and may not respond in the same day a request is received. Subscription Service and support may be unavailable due to scheduled downtime,maintenance,or circumstances beyond Philips'reasonable control. Philips may schedule downtime at any time without notice if Philips reasonably determines that not acting immediately could be harmful to Philips or Subscriber. 8.3. Philips is not responsible or liable for support or Subscription Service interruption or problems due to: (1) Subscriber systems, information,content,software,scripts,data,files,application programming,web servers or service,materials,equipment,acts or omissions of Subscriber or its agents;(2)virus or hacker attacks;(3)circumstances beyond Philips's reasonable control; (4)intentional shutdown for emergency intervention or security incidents; (5)Subscriber configuration changes; (6)Subscriber's failure to comply with Philips's security and upgrade policies; (7) Internet or other connectivity between Subscriber's network and Subscription Service or Philips's network,or any other network unavailability outside of the Philips network;or(8)training questions or Subscriber's use of Subscription Service; (9)acts or omissions of a party other than Philips. 9. Software Versions and Updates 9.1. If a new software version or update is made generally available by Philips for the Covered System,and the requirements of the Agreement are satisfied,then Philips will upgrade the Covered System application software during the term of the Agreement as follows: 9.1.1. Philips will provide new software versions and updates of software for existing applications made generally commercially available within a reasonable period after their release. 9.1.2. Functionality. Customer is entitled to additional functionality previously purchased or bundled with the software, if available, in the version or update released on or after the start date of the Agreement. cn Customer acknowledges that certain functionality in current and previous software versions may not E be available in future new software versions. 9.2. To receive a new software version: 9.2.1. Customer must be in compliance with all terms and conditions of this schedule and the Agreement, including access to the Covered System by Philips personnel and payment; 9.2.2. Customer must identify one Customer representative, in writing to Philips,that will manage and be responsible for Customer's selection and scheduling of new software version installations under this Schedule;and 9.2.3. The Covered System that will receive the version or update must meet the specifications of the new software version. Customer shall purchase or provide the Covered System hardware or software = necessary to meet such specifications. CL 9.3. Unless specifically included elsewhere in this Agreement,software versions and updates do not include implementation services,virus protection software,security patches,custom interface software,operating system software,or software updates of third party software(e.g. Citrix)or hardware required to use the update or upgrade, unless otherwise covered under a Tech Maximizer service offering purchased for the Covered System. Philips shall have no responsibility to provide software versions or updates for minor software defects that do not impact the intended use of the software or impact patient care. 9.4. Customer may not resell,transfer,or assign the right to such versions, updates,or fixes to any third party. Philips Standard Terms and Conditions of Sale Rev Q.2 Page 16 of 52 danuag,2021 Packet Pg.838 C.27.b All versions and updates provided to the Covered System under this Schedule are subject to the terms and conditions of this Schedule,the Agreement,and any license terms and conditions included in the purchase of the product from Philips or later provided to Customer. 10. Telephone And Remote Support 10.1. Telephone Support.Telephone and Remote Support coverage is included with MR as a Subscription. Technical and Clinical Telephone and Remote Support coverage services are available twenty-four hours per day,seven days per week including Philips recognized holidays. 10.2. Remote Access&Diagnostics. Philips may remotely access the Covered System to perform Services. Customer shall provide Philips remote access to the Covered System. Philips shall not be responsible for delays arising from customer's network or IT infrastructure that does not allow for remote dial into the Covered System 10.3. On-Site Software Resolution Response. Philips primary method for software services is telephone and Philips Remote Services("PRS"). Philips,at its sole discretion, may provide on-site software support services to resolve software issues that cannot be resolved through Philips'primary resolution method. On- site service is next business day, Monday through Friday 8:00 a.m.to 5:00 p.m. local time,excluding Philips recognized holidays,and includes labor and travel necessary for the delivery of corrective services. 10.4. InCenter Access. Philips will provide Customer access to Philips web based support tool for the system(s) covered under this Agreement. 11. Customer Success Management Services 11.1. During the term of the Agreement Philips will assign a resource familiar with the Customer account, key stakeholders,and contract coverage to provide the following: 11.1.1.Philips will schedule and deliver a remote coverage and status review meeting annually,at a mutually agreeable date and time.The status meeting will focus on available entitlements and planning.The status review may outline all Covered System service issues resolved during the previous period,and review any open or unresolved issues. 11.1.2.Prior to delivering any new software version, Philips will coordinate with the Customer assigned CL resource to identify and mitigate dependencies relative to the software upgrade and other service agreement entitlements. 12 11.1.3.The parties will develop a dependency mitigation plan to address resource needs,hardware needs, operating system requirements,interoperability and other dependencies for the deployment of new software upgrade. 12. Clinical Implementation Services 12.1. If included in the quotation Philips will provide on-site implementation services for new versions or updates that Customer is entitled to receive under this Agreement,at a time mutually agreed to by Philips and the Customer.Scope,duration and delivery methodology of the clinical support of installation and clinical education will vary by new version, update or fix and will be defined by Philips at Philips sole discretion. 12.2. Go-Live Support. Philips will provide clinical go-live support during the implementation for new version upgrades and updates.Go-live support will be scheduled between 7:00 a.m.—7:00 p.m. Monday through Friday, relative to the new software version and will be virtual or on-site at Philips'discretion. Customer may request additional go-live support,or go-live support outside of standard hours,at an additional cost. 12.3. Clinical Education. Clinical services will be scheduled between 7:00 a.m.—7:00 p.m. Monday through (n Friday, relative to the new software version. Customer may request additional clinical education or clinical education outside of standard hours,at an additional cost. 12.3.1.Clinical Education class size is limited to ten(10)participants; 12.3.2.If applicable, Customer will provide a suitable location for on-site classroom education;and 12.3.3.Customer will provide full and free access and use of the Covered System for training. 12.4. Scheduling. Customer must schedule all Clinical Implementation Services,except Online Education,at least eight(8)weeks prior to the desired date for Philips to deliver the applicable service. If Customer representative does not schedule the Clinical Implementations Services with Philips in accordance with this cn Schedule,then Philips shall not be obligated to perform such Clinical Services. E 12.5. Travel Expenses. Unless otherwise stated in the quotation, Philips'travel expenses for all Clinical Implementation Services delivered at the Customer site are included in the price described in the Agreement. 12.6. Philips will provide the clinical education and product applications training("Training")that customer has selected from the Philips'course catalog(s)("Course Catalog(s)"). 12.7. Clinical Education training and credits will expire upon termination or expiration of the Agreement. 12.8. Training does not include(a)maintenance or diagnostic related technical training or(b)clinical applications ) training on hardware or software not installed or provided by Philips. 12.9. Trainee(s)must meet the minimum admission requirements set forth in the course syllabus,must satisfy all = prerequisites prior to admission,and may be required to sign or acknowledge Philips safety checklist prior to receiving Training. CL 12.10. Training may be conducted at Philips'training facilities,the Customer location(s)described in this Agreement("Customer Site(s)"),through on-line or remote training,or at a third-party location determined by Philips. 12.11. Direct Course Purchase. Customer may purchase individual courses at then current prices. 12.12. PHILIPS MAKES NO WARRANTY THAT ANY TRAINEE WILL PASS ALL OR ANY PORTION OF THE TRAINING COURSES PROVIDED OR THAT THE TRAINING WILL RESULT IN ANY TRAINEE Philips Standard Terms and Conditions of Sale Rev Q.2 Page 17 of 52 danuag,2021 Packet Pg.839 C.27.b BEING QUALIFIED OR ABLE TO OPERATE THE SYSTEM. 13. Customer Responsibilities 13.1. System Administrator.The Customer shall designate an individual(s)to serve as Customer system administrator("System Administrator')and an alternate,who will serve as Philips'primary support contacts. These individuals should be familiar with all aspects of training provided by Philips,including end-user and system administrator training. In addition,the System Administrator shall maintain the integrity of the Covered System operation and ensure that proper backup procedures are in place as outlined in the System Installation and Reference Guides. 13.2. Remote Access. Customer must provide necessary uninterrupted remote access,required information,and support for the Covered System to connect to Philips Remote Service("PRS"). PRS is the basis for Services delivered under this Schedule. Customer waives all rights to services and service deliverables under this agreement unless PRS connectivity is enabled and maintained. 13.3. Security.The Customer is solely responsible for providing adequate security to prevent unauthorized Covered System access to Philips(or its third party vendors)proprietary and confidential information. 13.4. Hardware Revision Levels.The Customer must maintain all associated Covered System hardware, firmware,and middleware at the required revision levels for the software version. To receive software versions and updates,the Customer must maintain all associated hardware to the then-current specification for the software versions and updates. 13.5. Data Reconstruction.The Customer shall follow the recommended daily back-up processes as outlined in the Covered System Installation or Reference Guide.Additionally,the Customer is responsible for the reconstruction, restoration, retrieval,or recovery of any lost or altered patient records,files,programs,or data. Philips is not responsible for the reconstruction, restoration, retrieval,or recovery of any lost or altered files,data,or programs. 13.6. Intermediate Resolutions. Customer shall implement any intermediate resolutions or workarounds as requested by Philips while Philips seeks a long-term resolution. 13.7. Customer shall be solely responsible to perform daily data back-ups for the Covered System and for cybersecurity protection, including malware and anti-virus for the Covered System.This is not included in CL Philips MR subscription service. Customer shall install and configure anti-virus software pursuant to the Installation manual for the Covered System or risk defects in the Covered Systems function such as 12 performance degradation and slow down. If the defects arise from failure to follow such installation manual, such defects are not covered by this agreement and Philips may require Customer to reconfigure the anti- virus to the recommended settings. 14. Service Limitations 14.1. Software Restoration. If the software fails and the supported application software requires restoration,then Philips will reinstall the application software,database software,and operating system to the revision level that existed prior to the malfunction or failure and Philips will attempt to reinstall the Customer-created data backup. If the Customer-created data backup cannot be used to re-install any data to the Covered System, the Customer will hold sole responsibility for the loss of data. Custom or third party software,custom database configurations or reports,and Customer-written product interfaces are not included. If a Covered System failure is attributed to hardware not supported under the Agreement,the Customer shall restore the software,operating system,and database software before Philips begins any software restoration efforts. 14.2. Non-Philips Software Assistance. Requests for assistance with hardware,operating systems, (n communications network,Third party software, printer configuration,etc.,are outside the scope of this Agreement. 15. Exclusions 15.1. In addition to the any exclusions set forth in the Schedule,the following Exclusions apply to MR as a Subscription. 15.2. Any combining of the Covered System with a non-qualified device.A non-qualified device is: 15.2.1.Any product(hardware,firmware,software,or cabling)not supplied by Philips,whether used internal (n or external to Covered System without Philips'approval. Examples include,software patches,security E fixes,and service packs from the operating system,web browser,or database software manufacturer(s); 15.2.2.Any product supplied by Philips that has been modified by the Customer or any third party;and 15.2.3.Any product maintained under this Agreement in which the Customer does not allow Philips to incorporate engineering improvements; 15.2.4.Any product that has reached its"End of Life". "End of Life"means software and or hardware equipment that has surpassed the published end of support life date by the original equipment ) manufacturer. 15.3. Operating system software issues that manifest themselves in non-performance of another installed = application and affect use or performance of the Covered System. 15.4. If the Covered System covered by this Schedule is software only,then notwithstanding anything to the CL contrary in the Agreement or this Schedule, network, hardware and parts are not included in the Services. 15.5. Viruses arising from a Customer network,customer client devices such as phones,tablets,laptops and desktops,and/or third party medical devices used by Customer. 15.6. Damage caused by fires(including watering systems),floods,and/or use of the Covered System in an environment not meeting the requirements recommended by Philips causing corrosion to the Covered System or other defects to the MR subscription software. Philips Standard Terms and Conditions of Sale Rev Q.2 Page 18 of 52 .lanuag,2021 Packet Pg.840 C.27.b Schedule 2 Ultrasound Systems Portfolio(UL) 6@ 6@ Cardiovascular Ultrasound(CV UL) Ultrasound Systems(UL) General Imaging Ultrasound Systems(GI UL) Women's Health Care(WHC UL) Point of Care(POC UL) c� 1. Payment Terms 1.1 Unless otherwise specified in the quotation, Philips will invoice Customer and Customer will pay such invoice E on receipt for each Product as follows: 1.1.2 For Ultrasound Systems Portfolio: 100%of the purchase price shall be due thirty(30)days from Philips'invoice date. 1.2 If the start of the installation is delayed for any reason beyond the control of Philips for more than thirty(30) days following the date that Philips notifies Customer that the major components of the Product are available for delivery,the unpaid portion of the purchase price shall be due on the thirty-first(31s')day following such 2- date. CL 2. Cancellation 2.1 The quotation is subject to change or withdrawal prior to written acceptance by Customer. All purchase orders issued by Customer are subject to acceptance by Philips. If Customer cancels an order prior to Product shipment, Customer shall pay a cancellation charge of fifteen percent (15%)of the net order price. Orders are non-cancellable for Products shipped. 3. Delivery 3.1 Philips will use reasonable efforts to ship the Product to the Customer (a) by the mutually agreed upon shipment date;or(b)bythe date stated in the quotation;or,(c)as otherwise agreed in writing.Philips will ship _ the Product according to Philips' standard commercial practices. Philips will deliver the equipment during normal working hours,8:OOAM—5:00 PM,in the time zone where the Customer is located. Philips may make, and Customer agrees to accept, partial shipments. Philips will pay shipping costs associated with Product shipment. 3.2 Prior to the shipment of any Product, Philips may change the construction or the design of the Product without notice to the Customer so long as the function,footprint,and performance of the Product are not substantially altered. 3.3 If Customer requests a delay in the date major components of the Product are available for delivery, then Philips will place the Product in storage and the unpaid portion of the purchase price shall be due. Customer will reimburse Philips for all storage fees incurred by Philips from date of invoice. 4. Leases 4.1 If Customer desires to convert the purchase of any product to a lease, Customer will arrange for the lease agreement and all other related documentation to be reviewed and approved by Philips not later than thirty (30)days prior to the date of the availability for delivery of major components of the product. The Customer (n is responsible for converting the transaction to a lease and is required to secure the leasing company's approval of all of these Terms and Conditions of Sale. No product will be delivered to the Customer until Philips has received copies of the fully executed lease documents and has approved the same.For any lease, if the lease does not fund then(i)Customer guarantees the payment of all monies due or that may become due under this agreement (ii) Philips may convert the lease back to a purchase and invoice Customer accordingly and(iii)Customer will pay all such invoiced amounts per the invoice terms. In the event that there are multiple solutions on one quote the solution with the longest period for converting the transaction to a ¢' lease shall prevail. y 5. Additional Terms Related to sales of Ultrasound Products 5.1 The ultrasound system's memory (hard drive, solid state memory, etc.) should not be used as a data CL repository or central archive to store images and reports.This has led to Customer's losing data in the past. In no event shall Philips be liable for loss of data on an ultrasound equipment. It is the responsibility of Customer to make daily back-up copies of data residing on this equipment.This can be performed by sending E images and reports generated by the use of the ultrasound equipment to a Picture Archive and Communication System (PACS) or via another medium that is automated for back-up retrieval. Costs associated with data restoration from a backing-up images and reports to a non-automated source is Customer's entire responsibility and at Customer's sole risk. Data retrieval and restoration from these Philips Standard Terms and Conditions of Sale Rev Q.2 Page 19 of 52 danuary,2021 Packet Pg.841 C.27.b methods may be time consuming and a non-automated system process may result in further data loss by itself and is not recommended by Philips. 6. Prior Validation of Operating System(OS)Updates and/or Upgrades y 6.1 Patches introduced by operating system Original Equipment Manufacturers(OEM)or upgrades to anti-virus software can impact the performance and functionality of the applications that run on them and affect patient safety. Philips shall perform validation testing of certain Microsoft operating systems and McAfee anti-virus software during the warranty period.Philips shall have no obligation to validate any other third-party operating system or anti-virus software. Customer shall not install or use (a) operating system patches, updates or upgrades; (b)anti-virus updates(except to the DAT files, i.e., virus definitions); or, (c)upgrades to anti-virus search engines, collectively (a) and (b) prior to validation testing and approval by Philips ("Unauthorized Updates"). Philips shall have no liability, including,without limitation,for warranty claims,arising from use of the Licensed Software with Unauthorized Updates. In the event Philips discovers that Customer is using an Unauthorized Update with the Licensed Software, Philips shall have the right to require Customer to roll back to the most recently validated versions of operating systems and anti-virus, prior to performing any support. 0 7. Lumify 7.1 If your purchase includes a Lumify Ultrasound Solution or Bundle,then the following terms apply in addition to the Philips Standard Terms and Conditions of Sale: 7.1.1 Compatible Smart Devices. Use of the Lumify Ultrasound Solution or Bundle requires the following components: A Philips Lumify transducer and cable, a compatible smart device, and the Lumify Software Application(SW App). The compatible smart device is an off-the-shelf consumer tablet or phone meeting Lumify compatibility specifications. Philips may change the published compatible device list from time-to-time. Philips does not provide any maintenance or repair services for your smart devices. Philips does not provide anti-virus software for your smart device;you are responsible for purchasing anti-virus software or apps and for managing all virus issues in connection with your smart devices. The Lumify Ultrasound Solution does not include any security software for your smart devices.You are responsible for managing and maintaining firewalls or other appropriate security and CL privacy measures for data residing on your smart devices. 7.1.2 If you selected the Lumify: Outright Purchase(transducer and cable only),the following terms apply: 7.1.2.1 You will purchase at your own expense a smart device from the approved list published on the Lumify website,and you will install the Lumify SW App from the commercial play store on the smart device. 7.1.2.2 You acknowledge that the purchase of a Lumify Ultrasound Solution does not include the required smart device. 7.1.3 If you selected the Lumify System Bundle option, your shipment will include a compatible Android device with the Lumify app pre-installed from the Google Play store and the following terms apply: 7.1.3.1 You authorize Philips to accept on your behalf the Samsung End User License Agreement,which can be found at: http://www.samsung.com/us/common/software eula.html. 7.1.3.2 You authorize Philips to perform basic setup steps and install Lumify SW on the tablet. 7.1.3.3 You agree to the limited replacement-only warranty coverage for the smart device as identified in the warranty agreement. 7.1.3.4 After the warranty period for the tablet,terms under 6.1 (a)apply. (n 7.2 License to Lumify SW App: The license granted to use the Lumify SW App is limited to use with the Lumify transducer on one or more computers or smart devices that are listed on the approved hardware list published on the Lumify website. The Lumify SW App is available via the Google Play Store and the Apple App Store. When downloaded,the Lumify SW App is in demonstration mode, but it will be fully enabled if you purchase and register the transducer with Philips. 7.3 Internet connectivity is not required to use the Lumify Ultrasound Solution but is required to download the Lumify SW App and to register each unique configuration including the smart device,OS updates to the smart device, Lumify App SW versions,and Lumify transducer). cn 7.4 As part of the Lumify Ultrasound Solution, Philips periodically collects system log information; you agree to E such collection when you purchase a Lumify Ultrasound Solution.See the Privacy Notice for more details. 8. Xtend Coverage 8.1 Services Provided.The Xtend Coverage(the"Coverage")on the systems listed in the quotation(the"Covered Systems")are offered by Philips North America LLC("Philips")under the Xtend Coverage terms and conditions described below. 8.1.1 Repair Service. Commencing on the effective date and subject to the repair limitation below,Philips or ) Philips'subcontractors will provide repair services for Covered Systems for material defects. Philips will provide all replacement parts, which may be refurbished, and labor necessary to repair Covered = Systems. All components used are subject to Philips inspection and quality control procedures and CL shall be warranted to the same extent that a non-refurbished component is warranted. Parts removed for replacement become the property of Philips and Philips shall remove parts from Customer's Site. Philips may increase its contract prices if a Covered System is upgraded or reconfigured. 8.1.2 Planned Maintenance Service. Philips will provide Customer a planned maintenance schedule for each Covered System. Philips will provide such planned maintenance during the Service Coverage hours (as defined in the Quotation)at a time that is mutually agreed upon. Customer will make Covered Systems available in accordance with this schedule. Philips or its subcontractors will provide planned Philips Standard Terms and Conditions of Sale Rev Q.2 Page 20 of 52 danuag,2021 Packet Pg.842 C.27.b maintenance on each Covered System at scheduled intervals. If Philips cannot locate a Covered System, or a Covered System was not made available for planned maintenance when scheduled, Philips will notify the Customer that Customer has ninety(90)days to make available such Covered System for planned maintenance, otherwise customer waives right to service and Philips may delete such Covered System from the list of Covered Systems in the Quotation. 8.1.3 Software Updates. Philips will install operating system software updates provided by the Original Equipment Manufacturer (OEM) for Covered Systems. Software updates mean revisions to OEM proprietary operating system software that enhance existing system functions and operation without hardware changes but will not install operating system software upgrades to new software platforms or software options offered separately for sale by the OEM. 8.2 Exclusions. Unless specifically included in the Quotation,the Coverage does not include: 8.2.1 servicing a Covered System if contaminated with blood or other potentially infectious substances; 8.2.2 any service necessary due to:a design,specification or instruction provided by Customer or Customer representative; 8.2.3 the failure of anyone to comply with Philips'written instructions or recommendations; 8.2.4 any combining of a Covered System with other manufacturers product or software other than those recommended by Philips, except for products delivered by Philips and sold under the applicable Quotation; 8.2.5 any alteration or improper storage, handling, use or maintenance of a Covered System by anyone other than Philips'subcontractor or Philips; 8.2.6 damage caused by an external source, regardless of nature, unless caused by Philips or Philips' subcontractor; 8.2.7 any removal or relocation of a Covered System;or 8.2.8 neglect or misuse of a Covered System; 8.2.9 any cost of materials, supplies, parts, or labor supplied by any party other than Philips or Philips' subcontractors; 8.2.10 any rigging or structural alteration incident to the Services; 8.2.11 consumable items and supplies(such as biomedical laser tubes and patient used pads), cryogens, CL Positron Emission Tomography(PET)calibration sources,film, batteries,cassettes; 8.2.12 cosmetic repairs; 12 8.2.13 the cost of factory reconditioning, rebuilds,or overhauls if repairs cannot maintain a Covered System in satisfactory operating condition; 8.2.14 disposing hazardous, infectious,or biomedical waste or materials; 8.2.15 providing service to any Covered System under a current service agreement between Customer and another vendor until such agreements expire or are terminated by Customer. Philips is not liable for any cancellation penalty or cost associated with Customer's termination of any such agreement; 8.2.16 unless otherwise specified in the Quotation,maintaining or repairing Philips and/or third-party products including but not limited to nuclear camera detector crystals,Computed Tomography(CT)Tubes and radiation therapy tubes, x-ray tubes, flat panel detectors, image intensifiers magnet replacement, magnet refrigeration system (coldhead, compressor, chillers), Magnetic Resonance (MR) radio frequency (RF) rooms, surface coils HVAC systems, power conditioners, uninterruptible power supplies, ultrasound transducers (probes) (accessory or attach), TEE probes, TV camera pick-up tubes, photo multiplier tubes, accelerator center beam lines, piped medical gases (up to the wall outlets),copier drums,electron guns,fiber optic bundles,foot/hand controls(switches,accessory,or (n attachment),klystrons and thyratrons,magnetrons, plumbicons,waveguides,and attachments;and, 8.2.17 unless otherwise specified in the Quotation:arthroscopy instruments,blood pressure cuffs (accessory or attachment),centrifuge motor brushes,electronic thermometer probes,electrosurgical instruments (pencils &pads), general or surgical instruments, laboratory glass, laser tubes, phaco hand pieces (cataract extraction units, accessory or attachment), non-electrical surgical equipment, rigid &semi- rigid scopes. 8.3 Customer Responsibilities. During the term of the Coverage, Customer will: 8.3.1 ensure that the Site is maintained in a clean and sanitary condition;and that each Covered System, (n product or part is decontaminated prior to service,shipping or trade-in as per the Instructions in the E User manual; 8.3.2 dispose of hazardous or biological waste generated; 8.3.3 maintain operating environment within Philips specifications for the Site(including temperature and humidity control, incoming power quality, incoming water quality,and fire protection system); 8.3.4 use Covered Systems in accordance with the published manufacturer's operating instructions; 8.3.5 if applicable, attend a start-up meeting at Customer's facility, prior to the effective date of the Coverage,so Philips can explain the Coverage to the Customer's management and selected staff; ) 8.3.6 provide a secure dedicated space within Customer's main facility and at each additional facility or location as necessary for the resident Philips staff; _ 8.3.7 provide Philips with broadband internet or Wi-Fi access for business purposes; 8.3.8 for any non-Philips system, provide Philips with the Covered System's service manuals; CL 8.3.9 maintain all software licenses applicable to each Covered System; 8.3.10 for Philips use in remote servicing of Covered Systems, provide Philips a secure location for hardware to connect Covered Systems to Philips Remote Service Network("RSN"); 8.3.11 the RSN hardware remains Philips'property and is only provided during the term of the Coverage; 8.3.12 provide Philips and its vendors full and free access to the RSN hardware to enable Philips to remotely access the Covered System or non-Philips System; Philips Standard Terms and Conditions of Sale Rev Q.2 Page 21 of 52 .lanuag,2021 Packet Pg.843 C.27.b 8.3.13 provide Philips at each Site, at all times during the term of the Coverage, a dedicated broadband Internet access node, including public and private interface access, suitable to establish a successful connection to the Covered Systems at the Site through the RSN and Customer network; and, y 8.3.14 if the Covered System cannot be connected to the RSN and Customer fails to provide Philips with reasonably requested access, then Customer waives its rights to Coverage on such Covered System and any uptime guarantee. 8.4 System Availability. If Customer schedules service and a Covered System is not available at the agreed upon time,then Philips may cancel the service or charge the Customer at the prevailing demand service rates for all time spent by Philips service personnel waiting for access to a Covered System. 8.5 Coverage. To the extent a repair issue cannot be remedied remotely,Philips will provide services on-site during the hours listed in the quotation,excluding Philips observed holidays,unless otherwise set forth in attachments or exhibits('Service Coverage'). Customer may request service outside of the Service Coverage or service that is not otherwise included in this Agreement and,subject to the availability of personnel and repair parts, Philips will provide such service at Philips's then-current preferred rates and for material and labor. Customer will be charged a minimum of three hours on-site time plus applicable travel charges and expenses per service visit. 8.6 Documentation. Upon Customer's written request,Philips will provide repair and planned maintenance records for each Covered System. 8.7 Term and Termination. 8.7.1 The term of this Agreement shall be set forth in the Quotation and incorporated herein. 8.7.2 This Agreement is non-cancelable and will remain in effect for the term specified in the Quotation. 8.8 Warranty Disclaimer. Philips'full contractual Coverage obligations to Customer are described in this Schedule. Philips provides no additional warranties under this Agreement. All service and parts to support the Coverage under this Schedule are provided AS IS. NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE APPLIES TO ANYTHING PROVIDED BY PHILIPS' SUBCONTRACTOR OR PHILIPS. 8.9 Independent Contractor. Philips is Customer's independent contractor, not Customer's employee, agent,joint CL venture, or partner. Philips'employees and Philips subcontractors are under Philips'exclusive direction and control. Philips has no liability or responsibility for and does not warrant customer's or customer's employees' act or omissions related to any services that are performed by customer's employees under this agreement. 8.10 Subcontracts. Philips may subcontract to service contractors of Philips' choice any of Philips' Coverage obligations to Customer or other activities performed by Philips under this Quotation. No such subcontract will release Philips from those obligations to Customer. 8.11 Rules and Regulations.To the extent made known in writing to Philips,Philips and its subcontractors will comply with Customer's rules and regulations provided such rules and regulations do not conflict with established Philips policies. 8.12 Solicitation of Philips Employees. For the duration of the Coverage and for one year following the expiration or termination of the Coverage, Customer and its affiliates will not directly or indirectly solicit any employee of Philips or its affiliates engaged in providing the services. 8.13 Philips Maximizer(Technology Upgrades PTU). If Maximizer is purchased under this Agreement,then Philips will upgrade the Covered System's software as follows: 8.13.1 Philips will provide the latest available system software upgrades,if any,when available and approve by Philips, to the Covered System operating system software, basic application software, and (n software options purchased with the Covered System. 8.13.2 Upgrades do not include functionality,applications,options or the like that were not purchased with the System,including but not limited to virus protection software. Customer may not resell,transfer, or assign the right to such Upgrades to any third party. In addition to these terms and conditions,all Upgrades to a Covered System's software provided under this Section 8.13.2 are subject to the licensing terms and conditions included in the purchase of the Covered System from Philips. 9 Philips Maximizer Package cn E 9.1 Philips Maximizer. If Maximizer is purchased under this Agreement, then Philips will upgrade the Covered System's software as follows: 9.1.1 Philips will provide the latest available system software upgrades, if any, when available and approved by Philips,not to exceed one(1)per calendar year,scheduled and delivered within twelve (12)months of the annual eligible upgrade release date,to the Covered System operating system software, basic application software,and software options purchased with the Covered System. 9.1.2 Upgrades do not include functionality,applications,options or the like that were not purchased with the System,including but not limited to virus protection software. Customer may not resell,transfer, or assign the right to such Upgrades to any third party. In addition to these terms and conditions,all = Upgrades to a Covered System's software provided under this Section 9 are subject to the licensing terms and conditions included in the purchase of the Covered System from Philips. CL 9.2 Clinical Education Training. 9.2.1 Training Coverage. Philips will provide the clinical education and product applications training ("Training")that customer has selected from the Philips'course catalog(s)(Course Catalog(s)). 9.2.2 Exclusions.Training does not include(a)maintenance or diagnostic related technical training or(b) clinical applications training on hardware or software not installed or provided by Philips. 9.2.3 Scheduling. Training must be scheduled at least eight (8) weeks in advance except for on-line Philips Standard Terms and Conditions of Sale Rev Q.2 Page 22 of 52 .lanuag,2021 Packet Pg.844 C.27.b training. Changes to scheduled Training must be received in writing by Philips at least two (2) weeks prior to scheduled delivery. 9.2.4 Attendance. Philips will train the number of Customer employees (Trainee(s)) for the course specified in the quotation,when space is available. Trainee(s)must meet the minimum admission requirements set forth in the course syllabus, must satisfy all prerequisites prior to admission,and 75 may be required to sign or acknowledge Philips safety checklist prior to receiving Training. 9.2.4 Course Location.Training may be conducted at Philips'training facilities,the Customer location(s) described in this Agreement(Customer Site(s)), through on-line or remote training, or at a third- party location determined by Philips. 9.2.5 Payment Options. 9.2.5.1 Flexible Spending Accounts. If Customer purchased Flexible Spending Account option, the initial account balance is specified in the quotation. The account balance is reduced by the list price for the specified course per attendee. When the balance is depleted, Customer may add funds to their account. If the account balance is negative, then Customer shall promptly pay Philips the balance due. Account balances will not carry over from year to year. Any remaining account balance at the end of the year will not be refunded. 9.2.5.2 Direct Course Purchase. Customer may purchase individual courses at then current prices. 9.2.6 Travel. Philips'travel expenses for all Training delivered at the Customer Site are included in the price described in the applicable Course Catalog(s). Unless otherwise indicated in the Course Catalog(s), all travel and living expenses incurred by the Trainee(s) are the Customer's responsibility. 9.2.7 Warranty Disclaimer. PHILIPS MAKES NO WARRANTY THAT ANY TRAINEE WILL PASS ALL OR ANY PORTION OF THE TRAINING COURSES PROVIDED OR THAT THE TRAINING WILL RESULT IN ANY TRAINEE BEING QUALIFIED OR ABLE TO OPERATE THE SYSTEM. 10. Collaboration Live CL Collaboration Live subscription includes one system license and one user license;the number of user licenses can be scaled up based on user needs. Collaboration Live is powered by PIIT Reacts,a web-hosted Infrastructure that is subject to additional terms and conditions located at htti2s://reacts.com/en/lega1/terms-and-conditions. 4- 0 0 0 CJ CL E Philips Standard Terms and Conditions of Sale Rev Q.2 Page 23 of 52 .lanuag,2021 Packet Pg.845 C.27.b Schedule 3 Cardiac Informatics Portfolio(CAI) 6@ 6@ W Image&Information Management System (Xcelera, Cardiology Enterprise Viewer Hemodynamics(Xper IM,Xper Flex Cardio) IntelliSpace Cardiovascular(ISCV) Cardiology Informatics(CAI) EKG Information Management(TraceMasterVue, IntelliSpace ECG) Stress Testing System (ST80i) Holter Monitoring System (DigiTrak) Cardiographs(PageWriter) IntelliBridge Enterprise Licensed Software(IBE) c� 1. Definitions 1.1 Any capitalized term used in this Schedule shall have the meaning ascribed to it in the main body of the Terms E and Conditions of Sale. 0 2. Payment Terms W 2.1 Unless otherwise specified in the quotation, Philips will invoice Customer and Customer will pay such invoice on receipt based on the invoice date for each Product as follows: 2.1.1 10%of the purchase price shall be due with Customer's acceptance of the quotation. 2- 2.1.2 70%of the purchase price shall be due on delivery of the major components of the Product. Product CL installation will not begin until Customer has paid this portion of the purchase price. L_ 2.1.3 20%of the purchase price shall be due net thirty(30)days from the date the Product is available for first patient use. Available for first patient use means the Product has been installed and substantially meets Philips'systems verification functionality set forth in the installation manual. > 2.2 If the start of installation is delayed for any reason beyond the control of Philips for more than thirty(30)days following the date that Philips notifies Customer that the major components of the Product are available for delivery the unpaid portion of the purchase price shall be due on the thirty-first(31s`)day following such date. 3. Cancellation 3.1 The quotation is subject to change or withdrawal by Philips prior to written acceptance by Customer. All purchase orders issued by Customer are subject to acceptance by Philips. If Customer cancels an order prior to Product shipment,Customer shall pay a cancellation charge of fifteen percent(15%)of the net order price; Orders are non-cancellable for Products is installed and accepted by Customer. 4. Deliver y 4.1 Philips will use reasonable efforts to ship the Product to Customer:(a)by the mutually agreed upon shipment y date;or(b)by the date stated in the quotation;or, (c)as otherwise agreed in writing. 4.2 Philips will ship the Product according to Philips' standard commercial practices. Philips will deliver the , equipment during normal working hours,8:OOAM—5:00 PM,in the time zone where the Customer is located. Philips may make, and Customer agrees to accept, partial shipments. Philips will pay shipping costs associated with Product shipment. 4.3 Prior to the shipment of any Product, Philips may change the construction or the design of the Product without notice to the Customer so long as the function,footprint,and performance of the Product are not substantially altered. y 4.4 If Customer requests a delay in the date major components of the Product are available for delivery, then Philips will place the Product in storage and the unpaid portion of the purchase price shall be due.Customer will reimburse Philips for all storage fees incurred from date of invoice. 5. Installation 5.1 In addition to the obligations set forth in Section 7 Site Preparation and Installation,Customer installation must begin within eight(8)weeks of receipt of delivered Product and completed within six(6)months or as set forth in the statement of work(SOW),whichever is longer. 6. Leases 6.1 If Customer desires to convert the purchase of any product to a lease, Customer will arrange for the lease = agreement and all other related documentation to be reviewed and approved by Philips not later than ninety CL (90)days prior to the date of the availability for delivery of major components of the product. The Customer is responsible for converting the transaction to a lease and is required to secure the leasing company's approval of all of these Terms and Conditions of Sale. No product will be delivered to the Customer until Philips has received copies of the fully executed lease documents and has approved the same.For any lease, if the lease does not fund then: (i)Customer guarantees the payment of all monies due or that may become due under this agreement'; (ii) Philips may convert the lease back to a purchase and invoice Customer accordingly; and, (iii) Customer will pay all such invoiced amounts per the invoice terms. In the event that Philips Standard Terms and Conditions of Sale Rev Q.2 Page 24 of 52 danuag,2021 Packet Pg.846 C.27.b there are multiple solutions on one quote the solution with the longest period for converting the transaction to a lease shall prevail. 7. Customer Room Preparation Responsibilities y 7.1 In addition to the requirements set out in section 7 of the Philips Terms and Conditions of Sale Customer is responsible for the following site preparation and installation activities: 7.1.1 Customer is responsible for all activities and costs necessary to prepare the facility for installation of the product by Philips. Customer's obligations include, but are not limited to, running all cable in procedure room and network cable to workstations prior to installation. 7.1.2 Prior to acceptance of the quotation, Customer shall obtain from the applicable Philips implementation team any other additional Customer installation preparation requirements in connection with the implementation resulting from unique attributes of Customer's environment and the size of the implementation. 0 8. Archive Requirement 8.1 Customer is required to have an archive for any Xcelera, Cardiology Enterprise Viewer, IntelliSpace Cardiovascular (ISCV), or IntelliBridge Enterprise Licensed Software (IBE) system provided hereunder. If Customer provides its own storage, Customer is responsible for procuring any specialty software or hardware (fiber channel or host bus adapter("HBA")) necessary to manage storage and allow the system to access the storage. Customer is responsible for providing fiber channel switches, port upgrades, and other telecommunications and/or network hardware required for the Philips products to physically connect to the storage, regardless of whether Philips provides the storage. 9 Certified Hardware y 9.1 Philips shall install the Licensed Software solely on certified hardware pursuant to Philips'specifications where such certified hardware is identified and located on Philips website Hardware Specifications-Philips 2 (http://www.usa.philips.com/healthcare/prod uct/HCNOCTN198/intellispace- cardiovascular?int origin=2 HC landing na us en clinical informatics cardiology informatics more). 10 Storage Sizing 12 10.1 Upon request, Philips will provide Customer with estimates of image study sizes for different types of studies that Customer can use as a general aide to calculate and determine its near-term and long-term storage requirements for Cardiology and HCIS picture archive communication system solution. Customer is 0. responsible determine what storage archive device types and sizes are required to support its Xcelera, 0. Cardiology Enterprise Viewer solution, IntelliSpace Cardiovascular (ISCV), or IntelliBridge Enterprise Licensed Software(IBE),whether through procurement from Philips or utilization of Customer's own existing storage solutions. Customer acknowledges that use of storage varies greatly based on its unique utilization _ of the system and based on factors that are outside Philips' control. Therefore, and notwithstanding any estimates provided to Customer by Philips,Customer is solely responsible to determine what storage archive ' device is best suited to meet its needs. As part of its decision making process in connection with archive device storage size,Customer acknowledges that study sizes are affected greatly by(a)changes in the types and amount of modality equipment used,(b)technician discretion in file size creation,and(c)clinical protocols within a department. Customer is solely responsible for system administration for the Xcelera, Cardiology N Enterprise Viewer, IntelliSpace Cardiovascular(ISCV), or IntelliBridge Enterprise Licensed Software (IBE), solution, which includes monitoring the storage archive device for its utilization levels and planning any necessary storage changes as Customer's requirements change. 11 Unauthorized Patches and Anti-Virus Updates 11.1 Customer's installation or use of(a)operating system patches, updates or upgrades; (b)anti-virus updates (except to the DAT files i.e. virus definitions); or, (c) upgrades to anti-virus search engines without prior validation testing and approval by Philips(Unauthorized Updates)may adversely affect the functionality and performance of the Licensed Software. Philips shall perform validation testing of certain Microsoft operating (n systems, and McAfee and Symantec's anti-virus software during the warranty period. Philips shall have no E obligation to validate any other third party operating system or anti-virus software. If Customer installs or uses Unauthorized Updates,Philips shall have no liability or responsibility for performance of the Licensed Software and the warranty shall be void. If Customer is using Unauthorized Updates when requesting service support or an Unauthorized Update is discovered by Philips after commencing the technical support process,then, prior to being obligated to perform warranty support services during a service period, Philips may require Customer to roll back to the most recent operating system and anti-virus search engine versions that have been validated by Philips as posted on the Philips service internet site. y 12. Interfaces 12.1 Xper IM, Xper Flex Cardio & Xcelera, HCIS, Cardiology Enterprise Viewer and IntelliSpace CL Cardiovascular (ISCV), and IntelliBridge Enterprise Licensed Software Interfaces (IBE). Philips' obligation to provide any Xper IM,Xper Flex Cardio IM,Xcelera, Cardiology Enterprise Viewer, or TraceMasterVue, Intellispace ECG, IntelliSpace Cardiovascular(ISCV), or IntelliBridge Enterprise Licensed Software (IBE) interfaces is expressly conditioned upon Customer enabling its Hospital Information System (HIS)system to send and receive HL7 messages to and from the applicable Philips products by the date the products are available for first patient use. If Customer has not fulfilled its interface obligations by such time, Philips may, at its discretion,terminate any interface Philips Standard Terms and Conditions of Sale Rev Q.2 Page 25 of 52 danuag,2021 Packet Pg.847 C.27.b obligations and refund any pre-paid amounts for interfaces against the applicable purchase order. Customer will execute any documentation reasonably requested by Philips to document such terminated interfaces. Upon Philips issuance of a refund in accordance with this section,Customer shall be deemed to have accepted the applicable Philips products. Any interfaces terminated shall be re-evaluated under a separate new sales contract. 13. Customer Controlled Workflow Tools 13.1 Certain Philips products contain Customer maintained tools used in the creation and maintenance of interfaces,forms, screens, reports, data mappings, and calculations(Customer Controlled Workflow Tools). Because these tools control what information is presented to the end-user and how the information is presented, Customer must thoroughly test and validate each interface, form, screen, report, mapping, and calculation after making any changes to the Product or to external systems that supply data to the Philips product. Failure to do so could result in information being presented to the end-user is a manner different than originally configured,less desirable to the patient care giver and negatively impacting patient care outcomes. Therefore,prior testing of any of the above changes by the Customer is recommended by Philips.In all cases, Customer is solely responsible for data field population in Philips products directly arising(i)from Customer's use of the Customer Controlled Workflow Tools or(ii)through the receipt of information delivered from a non- Philips information system that has been modified post project implementation test. These factors are not within Philips control. 14. Frequent Data Backup/Disaster Recovery Responsibility 14.1 Philips is not responsible for the development or execution of a business continuity/disaster recovery plan or backing up the data and images processed by the products sold under Schedule 3. Philips is also not responsible for backing up the data in the CVIS core data database and any associated files. Customer is responsible for performing frequent backups of any data, patient information or images residing on the repository database,on Philips products,or an archive. 15. Statement of Work(SOW) CL 15.1 Professional services in connection with Xcelera, Xper, Cardiology Enterprise Viewer, IntelliSpace Cardiovascular(ISCV),or IntelliBridge Enterprise Licensed Software (IBE)shall be performed pursuant to a 12 statement of work(SOW)which the parties will execute and attach to the applicable quotation,subject to the terms set forth in these Terms and conditions of Sale and the applicable quotation. Philips may reject orders for these Products without an SOW. 16. Support Services 16.1 During the applicable product warranty period, Philips shall provide,at no charge to Customer, Philips'then- current in-warranty service for the products. Customer shall use Philips Remote Service (PRS)service to enable Philips to access the system to perform its support obligations. 16.2 Warranty exclusions set forth in Section 8.6 of Philips Terms and Conditions of Sale also apply to Support Services hereunder. The conditions that resulted in the exclusion of product warranty coverage,set forth in Section 8.6,shall also apply to any service provided during an in-warranty or post warranty coverage period. 4- 17. Systems Administration Requirement 17.1 Customer, at all times, shall have a designated systems administrator that has completed systems (n administration training for the version of the product running at Customer's site. Systems administration training is set forth in the quotation. 18. Migration 18.1 Philips standard migration tool set-up service(Migration Tool Set-Up Service)consists of Philips installing a migration solution tool,configuring the migration interface,testing the migration solution tool,and training the Customer to operate and manage the migration tool for Customer to perform the data migration (Migration Set-up Tool Activities). For the purposes of clarification, Migration Set-Up Activities do not include Philips en performing the migration, including starting and stopping the migration tool process, loading off-line media, E monitoring the process, and correcting the migrated data(and not any Data Migration Project Management Consulting Service). 18.2 Unless Customer purchases a separate data migration project management consulting service from Philips and signs an SOW clearly indicating that Philips will be performing and managing the data migration on the Customers behalf(Data Migration Project Management Consulting Service), Philips is responsible solely to perform the Migration Set-Up Activities. 18.3 In all instances, Philips shall have no responsibility under either its Migration Tool Set-Up Service or Data ) Migration Project Management Consulting Service to: (a) locate missing studies; (b) fix corrupt media or studies;or, (c)repair failed Customer legacy hardware discovered during the migration service. Philips shall = have no responsibility under the 18.4 Migration Tool Set-Up Service or Data Migration Project Management Consulting Service to migrate studies CL affected by the foregoing events. Additionally, Customer shall have the sole responsibility to estimate the number of studies required to be migrated and to pay any additional costs that result from an inaccurate estimate. Philips Standard Terms and Conditions of Sale Rev Q.2 Page 26 of 52 danuag,2021 Packet Pg.848 C.27.b Schedule 4 Monitoring and Analytics(MA)&Hospital Respiratory Care(HRC)Portfolio y 75 gg gg IntelliVue Patient Monitors and Systems IntelliVue Telemetry System Fetal Monitors Measurement and Monitors Suresigns Clinical measurements 0 MR Patient Care Monitors IntelliVue Critical Care and Anesthesia IntelliSpace Perinatal W Clinical Informatics IntelliSpace ECG IntelliVue Guardian Systems IntelliBridge Family of Solutions DreamStation y Sleep Therapy DreamStation Accessories Respiratory Ventilators Airway Clearance Cough Assist CL Masks Hospital Respiratory Care Specialty Masks Supplies Circuits Aerosol Mask SideStream Nebulizers Sidestream Plus cc Respiratory Drug Delivery(RDD) Threshold IMT Supplies OptichamberLiteTouch Masks , Peak Flow Misc Asthma Mouth Pieces Optichamber Diamond Peak Flow Meters ProCham ber Asthma Pack cn C 0 1. Prices 1.1 Unless stated otherwise on the face of the quotation,the quotation will remain valid for sixty(60)days unless CJ withdrawn or changed by Philips. 2. Cancellation y 2.1 The quotation is subject to change or withdrawal prior to written acceptance by Customer. All purchase orders issued by Customer are subject to acceptance by Philips. If Customer cancels and order prior to product shipment, Customer shall pay a cancellation charge of fifteen percent(15%)of the net order price. Orders are non-cancellable for Products shipped. 3. Payment Terms 3.1 Unless otherwise specified in the quotation, Philips will invoice Customer and Customer will pay such invoice on receipt for each product as follows: 3.1.1 For Monitoring and Analytics(MA)&Therapeutic Care(TC)Portfolio: (n 3.1.1.1 100%of the purchase price shall be due thirty(30)days from Philips'invoice date. ®_ 3.2 Support Services, if any,shall be invoiced and paid as set forth on the quotation. 3.3 Payment terms are subject to credit approval. CL 4. Orders 4.1 Notwithstanding Section 7 of the Philips Terms and Conditions of Sale in the quotation,Philips reserves the right to charge a shipping fee for Hospital Respiratory Care and Respiratory Drug Delivery supplies 4.2 Orders for Hospital Respiratory Care and Respiratory Drug Delivery supplies are accepted through: 4.2.1 Philips Healthcare eStore:(http://www.phiIips.com/newheaIthcarestore.); 4.2.2 Phone: 800-225-0230; Philips Standard Terms and Conditions of Sale Rev Q.2 Page 27 of 52 danuag,2021 Packet Pg.849 C.27.b 4.2.3 Email; medical supplies@philips.com;and 4.2.4 Fax: 800-227-7843 5. Return Policy � 5.1 If there is a problem with an order, Philips wants to correct it as soon as possible. Please note the following 75 instructions before returning merchandise to Philips. 5.1.1 The Customer Services Department of Philips Healthcare Supplies Center in Nashville,TN must authorize all returns of medical supplies. Please call 1-800-225-0230 for a return authorization number. Customer shall pay all shipping charges for returns. 5.2 Returns after sixty(60)days of shipment shall be subject to a restocking charge. 5.3 Philips does not accept returns of Supplies Products that have been opened,are expired or damaged. Please contact Philips Healthcare at 1-800-225-0230 for guidance on any returns. 6. Delivery 6.1 Philips will make reasonable efforts to meet Customer's delivery requirements. If Philips is unable to meet Customer's delivery requirements, alternative arrangements may be agreed. In the absence of such agreement, Customer's sole remedy is to cancel the order. If Customer requests a major delay in the date of delivery of the product, Philips may attempt to arrange re-delivery within a reasonable time or may terminate the order. 7. Leases 7.1 If Customer desires to convert the purchase of any product to a lease, Customer will arrange for the lease agreement and all other related documentation to be reviewed and approved by Philips not later than thirty (30)days prior to the date of the availability for delivery of major components of the product.The Customer is responsible for converting the transaction to a lease, and is required to secure the leasing company's approval of all of these Terms and Conditions of Sale. No product will be delivered to the Customer until Philips has received copies of the fully executed lease documents and has approved the same.For any lease, if the lease does not fund then(i)Customer guarantees the payment of all monies due or that may become CL due under this agreement (ii) Philips may convert the lease back to a purchase and invoice Customer accordingly and(iii)Customer will pay all such invoiced amounts per the invoice terms. In the event that there are multiple solutions on one quote the solution with the longest period for converting the transaction to a lease shall prevail. 8. Installation 8.1 For products with installation included in the purchase price,acceptance by Customer occurs upon completion of installation by Philips. For products without installation included in the purchase price, acceptance by customer occurs upon delivery. If Customer schedules or delays installation by Philips more than thirty(30) days after delivery,Customer's acceptance of the products will occur on the thirty-first(31 s`)day after delivery. 9. Philips IntelliVue Products 9.1 The following applies in the event Customer elects to use the Philips IntelliVue Information Center on its general network versus dedicating a separate IntelliVue Clinical Network to support the communication between the Philips IntelliVue Information Center and the Philips IntelliVue bedside Vital Signs Patient Care (n Monitors: 9.2 The Philips IntelliVue Information Center is a secondary vital signs monitoring tool that is used by Customers to monitor the activity arising from alarms that sound from a Vital Signs Patient Care Monitor at the patient bedside. Philips advises that the likelihood of network or bandwidth outages is generally greater when using a medical device on a general network vs.a network dedicated solely to its use. In the event of a network or bandwidth outage were to directly affect the Philips IntelliVue Information Center's ability to communicate with a bedside Monitor, the Philips IntelliVue Information Center would not be available to get real time alarm information from a bedside Monitor.Accordingly,Customer is reminded that its nursing protocols at the patient (n room floor must be based on using the Philips bedside Monitor,at all times,as the primary medical device to E use and respond to,for monitoring patient's vital signs at the patient bedside. 10. Clinical Informatics Products,and Philips IntelliVue Information Center Product Family The following additional terms shall apply: 10.1 Anti-Virus. 10.1.1 Philips does not sell anti-virus software with these products. Customer bears the sole responsibility to purchase and manage all virus issues in connection with the products. Use of anti-virus in a manner not ) recommended in the user manual or without patch validation with Philips is Customer's sole responsibility or risk. _ 10.1.2 Philips IntelliVue Information Center. PIIC iX supports multiple antivirus solutions. See the document CL PIIC iX and PIIC Antivirus Software Use and Configuration Guide for details. 10.2 Prior Validation of Operating System (OS)Updates and/or Upgrades. 10.2.1 Operating System patches introduced by Original Equipment Manufacturers (OEM) can impact the performance of the application resulting in a risk to Patient Safety. 10.2.2Customers are prohibited from applying operating system patches, point releases, updates, and/or upgrades("OS Modifications"),prior to their validation by Philips for use with Clinical Informatics Products, and IntelliVue Information Center Family of solutions. Customer is solely responsible for issues arising Philips Standard Terms and Conditions of Sale Rev Q.2 Page 28 of 52 danuag,2021 Packet Pg.850 C.27.b from use of these products with a non-validated OS Modification.Philips shall post on its technical support website which OS Modifications are validated and approved for use with these products.Philips shall have no obligation under a warranty or services to resolve technical issues arising from these products being run with non-validated OS Modifications and Philips will require that Customer roll back the OS to a validated and approved version prior to being obligated to perform technical issue resolution under warranty or service. Philips provides a third party software validation tool with IntelliSpace Perinatal. Customers are prohibited from applying an OS Modification—including Microsoft security updates-to OB TraceVue prior to running an OS Modification through the third party validation tool for IntelliSpace Perinatal. 10.2.3 Philips tests the latest applicable security updates and publishes them as Philips Product Security Status documents. These documents have product-specific vulnerability updates and security-related information such as supported anti-virus software, OS security features,and remote service. Customers can access Philips InCenter portal to access update information. 10.2.4 It is the customers' responsibility to deploy applicable, validated updates at their discretion. http://www.usa.phil ips.com/healthcare/about/customer-support/product-security. 10.2.5 See"Security for Clinical Networks"for additional security related information. 10.3 Interfaces. 10.3.1 Philips' obligation to provide any interfaces is expressly conditioned upon Customer enabling its HIS en system to send and receive HL7 messages to and from the applicable Philips products by the date Philips' products are available for first patient use. If Customer has not fulfilled its interface obligations in a reasonable amount of time, Philips may, at its discretion,terminate any interface obligations and refund any pre-paid amounts for interfaces against the applicable purchase order. Upon Philips' issuance of a refund in accordance with this section,Customer shall be deemed to have accepted the applicable Philips products. Customer will execute any documentation reasonably requested by Philips to document such terminated interfaces. Any interfaces terminated shall be re-evaluated under a separate new sales contract. 10.4 Frequent Data Backup/Disaster Recovery Responsibility. 10.4.1 Philips is not responsible for the development or execution of a business continuity/disaster recovery plan CL or backup of data and images processed by the system. Customer is responsible for performing frequent backups of any data, patient information, or images residing on the repository database, on Philips products,or an archive. 10.5 Statement of Work. 10.5.1 Professional services performed in connection with this transaction shall be performed pursuant to a Statement of Work, which the parties will execute and attach to the quotation, subject to the terms set forth in the quotation. 11. Support Services 11.1 To the extent services for any other products are set forth in the quotation, such service shall be per the Philips then current Terms and Conditions of Service for the period of time indicated on such quotation,which will be provided by Philips and attached hereto. 11.2 Post Warranty Service. Service coverage may vary depending on the product and the use of that product. Accordingly,if Customer elects to purchase post warranty service when Customer purchases products under this Product Specific Schedule,then Customer and Philips shall sign an amendment to the quotation. This amendment shall incorporate the information on the face of the service quotation addressing the description (n of the products being covered, the price of coverage, payment terms, the period of coverage, the level of support coverage, and the Philips Technology Update Service description, if purchased by Customer. Additionally,such amendment shall incorporate the Medical IT Service Exhibit that provides greater specificity of the support coverage offering being purchased, along with memorializing that the additional terms and conditions applicable to service set forth in the quotation shall apply. 11.3 Warranty exclusions set forth in Section 8.6 of Philips Standard Terms and Conditions of Sale also apply to Support Services. The conditions that resulted in the exclusion of product warranty coverage,set forth in Section 8.6,shall also apply to any service provided during an in-warranty or post warranty coverage period. en E 12. Customer Supplied Network(CSN)Installation and Configuration Responsibilities 12.1 Philips provides information on which patient monitoring devices(and in what locations)will be connected to the CSN following the standard IntelliVue Clinical Network design rules. During the CSN installation process, cc Philips is responsible for proper configuration and physical installation of the Philips patient monitoring products("Philips Products"). In CSN situations,Philips does not configure the network or connect the Philips Products to the network. Customer has ownership of these tasks. 12.2 Customer Responsibilities: 12.2.1 Installation. It is Customer's responsibility to configure the network infrastructure devices as specified in _ the Philips CSN specification document.After Philips has completed physical installation of the Philips Products, it is the Customer's responsibility to connect the Philips Products to the hospital network CL infrastructure, and to confirm the Philips Products have a network that meets the CSN specification document. 12.2.2 Ongoing Support. As it applies to the Philips Products being used with a CSN, it is Customer's responsibility to maintain the network in a manner that continuously adheres to the CSN specification. Additionally, it is Customer's responsibility to perform the first line of support for all questions related to cc the Philips Products at the Customer site. It is Customer's responsibility to determine if the problem is a Philips Standard Terms and Conditions of Sale Rev Q.2 Page 29 of 52 danuag,2021 Packet Pg.851 C.27.b clinical issue, a Philips Products issue, or a network connectivity issue and to contact the responsible party for resolution. 12.3 The Customer agrees is reminded that,unless the Philips Products are being used in a telemetry fashion, the bedside monitor and bedside screen must be used as the primary patient alarm device. 12.4 Under no circumstances is Philips responsible for Customer's inability to use Philips Products(including 75 but not limited to loss of patient alarms or data)due to any CSN outages,downtime,or customer failure's to properly maintain or configure the CSN. 13. Statement of Work 13.1 Philips shall not accept orders for IntelliSpace Perinatal without a signed statement of work accompanying such order. 14. Sleep and Respiratory Care Products 14.1 Preparation of Site/Installation/Training: 14.1 Site Preparation: Customer shall be responsible for providing the necessary environment and materials for the proper operation of the Products. In the event the site is not correctly prepared or equipment supplied by Customer is not functioning correctly,which requires Respironics to spend additional time installing products, or a second visit to Customer location, this additional time will be charged to Customer at Respironics standard daily rates plus expenses. 14.2 Installation: The configuration defined prior to the Respironics technician's arrival will be installed as part of these terms and conditions of sale. Equipment that is not defined prior to arrival and requires additional time to install or a second visit to Buyer's location will be charged to Buyer at Respironics standard daily rates. 14.3 Training: If applicable, Buyer is responsible for having its personnel available and dedicated to training at the time of installation. Respironics will provide onsite training to technologists, physicians and other personnel in the operation. 14.1.4 Additional BiPAP Conditions: Respironics requires the dealer to have appropriate medical personnel on staff to support patient training and follow up. Such personnel include, but are not limited to, credentialed respiratory therapist, credentialed nursing personnel or physician's CL assistants. L- 12 4- 0 C 0 0 CJ CL E Philips Standard Terms and Conditions of Sale Rev Q.2 Page 30 of 52 danuary,2021 Packet Pg.852 C.27.b Schedule 5 Therapeutic Care Capital Portfolio 111 WE 6@ 6@ W Emergency Care&Resuscitation(ECR) AEDs ALS Monitor/Defibrillators Tern pus LS Tem us Pro Monitor Tem us LS Defibrillator 1. Prices 1.1 Unless stated otherwise on the face of the quotation,the quotation will remain valid for sixty(60)days unless withdrawn or changed prior to shipment by Philips. 2. Cancellation 2.1 The quotation is subject to change or withdrawal prior to written acceptance by Customer. All purchase orders issued by Customer are subject to acceptance by Philips. If Customer cancels an order prior to product W shipment, Customer shall pay a cancellation charge of fifteen percent(15%)of the net order price. Orders are non-cancellable for Products shipped. 3. Payment Terms 3.1 Unless otherwise specified in the quotation,Philips will invoice Customer,and Customer will pay such invoice on receipt as follows: 100%of the purchase price shall be due thirty(30)days from Philips'invoice date. y 4. Delivery 4.1 Acceptance by Customer occurs upon delivery. Philips will make reasonable efforts to meet Customer's delivery requirements. If Philips is unable to meet Customer's delivery requirements, alternative CL arrangements may be mutually agreed. In the absence of such agreement, Customer's sole remedy is to cancel the order. If the Customer requests a major delay in the date of delivery of the product, Philips may _ attempt to arrange re-delivery within a reasonable time or may terminate the order. 0 5. Installation 5.1 Deployment and installation are Customer's responsibility. 6. Operatinn Software License W 6.1 Purchase of a hardware product includes a license to use the software contained therein,which may not be reverse engineered,decompiled,altered or transferred.Customer agrees that it will not attempt to defeat any copy protection mechanism. 4- 0 C 0 0 CJ CL E Philips Standard Terms and Conditions of Sale Rev Q.2 Page 31 of 52 danuag,2021 Packet Pg.853 C.27.b Schedule 6 Monitoring and Analytics(MA)& Medical Supplies and Consumables(MS)Portfolio 6 @ 75 6@ B @ 0 e @ Ve Accessories /Supplemental ECG Cables and Lead sets ECG Electrodes Fetal Measurements Gas Measurements Fetal&Medical Consumables and Supplies(MCS) NIBP Cuffs Paper SpO2 Adapter cables Patient Care SpO2 Reusable sensor S 02 Single-patient Temperature Emergency Care and Resuscitation AED Consumables � ALS Consumables y Jaundice Children's Medical Ventures Calming and Soothing Positioning Dev Care CL Therapy Support Invivo Invivo Monitor Consumables 1. Prices 1.1 Unless stated otherwise on the face of the quotation,the quotation will remain valid for sixty(60)days unless withdrawn or changed prior to shipment by Philips. 2. Cancellation W 2.1 Quotation is subject to change or withdrawal prior to written acceptance by Customer. All purchase orders issued by Customer are subject to acceptance by Philips. If Customer cancels an order prior to product shipment, Customer shall pay a cancellation charge of fifteen percent(15%)of the net order price. Orders are non-cancellable for Products shipped. 3. Payment Terms 3.1 100%of the purchase price shall be due thirty(30)days from Philips'invoice date. r_ 4. Orders 4.1 Notwithstanding Section 7 of the Philips Terms and Conditions of Sale in the quotation,Philips reserves the right to charge a shipping fee for Medical Consumables and Sensors. 4.2 Orders for Medical Consumables and Sensors are accepted through: 4.2.1 Philips eStore:(http://www.philips.com/newhealthcarestore.); 4.2.2 Phone: 800-225-0230; 4.2.3 Email; medical supplies@philips.com;and 4.2.4 Fax: 800-227-7843 (n E 5. Return Policy 5.1 If there is a problem with an order, Philips wants to correct it as soon as possible. Please note the following instructions before returning merchandise to Philips. 5.1.1 The Customer Services Department of Philips Supplies Center in Andover, MA must authorize all returns of medical supplies. Please call 1-800-225-0230 for a return authorization number. Customer shall pay all shipping charges for returns. 5.2 Returns after sixty(60)days of shipment shall be subject to a restocking charge. ) 5.3 Philips does not accept returns of Consumables Products that have been opened, are expired or damaged. Please contact Philips at 1-800-225-0230 for guidance on any returns. CL Philips Standard Terms and Conditions of Sale Rev Q.2 Page 32 of 52 danuag,2021 Packet Pg.854 C.27.b PH I Ll P%r Schedule 7 EDI Software and Services Solutions 0 Clinical Collaboration Platform--RadiologyViewer Clinical Collaboration Platform-Clinical RepositoryTM Clinical Collaboration Platform-Enterprise Viewer Enterprise Diagnostic Imaging(EDI) Philips Vue Motion Philips Vue PACS Philips Vue Explorer Philips Vue Beyond C 0 Section 4(Trade-In),Section 5(Security Interest)and Section 7(Site Preparation and Installation)of the Philips c� standard terms and conditions of Sale do not apply to this Schedule. The following additional terms shall apply to sale of Licensed Software Products("EDI Software and Services Solutions")under this Schedule: 0 1.1 License Term&Limitations. Notwithstanding anything contrary in Philips standard terms and conditions of sale, the following license terms and restrictions shall apply and govern in the event of conflict with terms expressly set forth in the Philips standard terms and conditions of sale: CL 1.1.1 Definitions. (i)"License Commencement Date" shall mean the date that Philips makes the EDI Software and Services Solutions available to Customer for first use consistent with the usage rights and restrictions under the terms of this Agreement, upon completion of its installation on the Customer server provided by Customer as part of the Customer Provided Hardware or purchased through Philips and Network Infrastructure.Acceptance of all EDI Software and Services Solutions shall occur upon the License Commencement Date. Customer shall promptly sign the Philips CAI Device Installation Record ("MDIR")form, if requested, at such time.All fees for licenses commence at the same time and, in the event of multiple sites, the all licenses and fees start at the License Commencement Date for the first site,unless otherwise provided on a Quotation. (ii)"Quotation"shall mean the Philips quote affixed to this schedule signed by the Customer for the Philips EDI Software and Services Solutions. Each Quotation shall list all the fees and any license limitations applicable to customers purchase of licenses, maintenance and support, professional services, including all installation, migration,interfacing tasks set forth on a Statement of Work. All Licenses fees, maintenance fees, subscriptions fees and professional services fees,as applicable,shall be payable per the payment terms in the (n Quotation. (iii)"Statement of Work"shall mean the Philips statement of work signed by the Customer and Philips at time the Customer places its order to purchase EDI Software and Services Solution. A statement of work shall be required for all EDI Software and Services Solutions and such document shall address in general terms all interfacing and professional services delivery project scope requirements,at minimum. 1.1.2 EDI Software and Services Solutions Capital Model. This model is a perpetual license to a EDI Software and Services Solution,commencing upon the License Commencement Date,subject to the license provisions in the (n baseline agreement and any usage limitations set forth on the quote, as well as Sections 1.1.6-1.1.8,and 1.2- E 1.5 of this Schedule. 1.1.3 Term License Model with Separate Maintenance and Support Purchase Option. Under this sale model, Each EDI Software and Services Solution license shall commence on their License Commencement Date(as defined in Section 1.1.1. above), and continue for the license period set forth on the quotation ("Term License"). Furthermore, in addition to the warranty set forth in Section 1.1.6, Philips shall provide the maintenance and support services set forth in Schedules A or B affixed to this Agreement for such 90 day warranty period only. y Customer's purchase of maintenance and support services post warranty of the Term License are optional and not required. Therefore, Philips shall have no obligation to perform maintenance and support on the Term License software, for any period post warranty that Customer has elected not to purchase maintenance and CL support agreement coverage. The license to a Software Solution shall expire upon the final anniversary date of the License Commencement Date based on the number of years in the Term License, unless customer renews the license term prior thereto. 1.1.4 Software Solution Subscription Option. Under the subscription service model, commencing upon the License Commencement Date the Customer receives an annual subscription license for the number of years set forth on the Quotation("Subscription License Term"), and the maintenance and support set forth in Schedules A or Philips Standard Terms and Conditions of Sale Rev Q.2 Page 33 of 52 danuag,2021 Packet Pg.855 C.27.b B,as applicable,affixed to this Exhibit for the entire Subscription License Term for one annual fee("EDI Software and Services Solutions Subscription Option").Thereafter,the then current EDI Software and Services Solutions Subscription Term shall expire on the end of the last anniversary date of the Subscription License Term, unless Customer renews the subscription term prior thereto. 5 1.1.5 Products Warranties for all sales models 1.1.2-1.1.4. The warranties set forth in Section 9.3 and Section 9.5- 9.7 in the baseline Agreement shall apply to sales of the EDI Software and Services Solutions purchased under Section 1.1.2-1.1.4 of this Schedule. 1.1.6 All Licenses are subject to a limited number of sites(by physical address),users,connections and study or exam volume set forth in the Quotation. In all cases a"Site"shall mean a unique physical street address for imaging equipment that has usage information sent to or pulled by the EDI Software and Services Solutions Licensed Software and "Users" shall mean the number of named users that are employees or contract temporary employees by the Customer legal entity expressly set forth on the Quotation and/or Statement of Work. In no event shall GE, Siemens, or another medical device manufacturer, distributor, or independent service organization use or have access to EDI Software and Services Solutions. Customer shall have the right to replace a User with a different named User at no additional charge; provided that,the User being replaced is permanently no longer using the EDI Software and Services Solutions Licensed Software to benefit Customer. 1.1.7 Prior to the assignment of any Licenses, including an assignment pursuant to a purchase of substantially all of the Customer's assets, organic growth or expansion plans, Customer will provide Philips with written notice along with reasonable data to determine how such events will impact the licensing limitations applicable to each License. These events may require the Customer purchase additional Licenses to address a change in the number of Users, Sites, connections and Annual Exam Volume prior to the use of EDI Software and Services Solutions Licensed Software for such events. 1.1.8 Subject to fulfillment of any payment obligations by Customer arising from the use of the EDI Software and Services Solutions Licensed Software, Philips grants Customer the applicable license under the model quoted. CL All EDI Software and Services Solutions licenses are,non-exclusive,non-transferable and subject to compliance with the usage, rights and restrictions set forth in the Agreement and solution description on the Quotation. 1.1.9 Termination Fees.The sales models offered by Philips under Sections 1.1.3&1.1.4 are non-cancellable for their full term set forth in the Quotation("Term"). Accordingly, In the event customer provides written termination notice other than Philips'uncured material breach or is in material breach of its obligations arising therefrom and Philips terminates the Agreement for such models, Customer shall promptly pay Philips all charges for the EDI Software and Services Solutions provided through the date of termination plus a "Termination Charge"equal to the fees that Philips would have been entitled to receive for the balance of the Term for such licenses, maintenance and support purchased,and/or subscription period. The parties agree that all fees were negotiated based upon Customer's commitment to the full Term. Philips'damages in the event that the Term is terminated early would be difficult or impossible to ascertain. The Termination Charge is intended,therefore,to establish liquidated damages in the event of termination and is not intended as a penalty. 0 1.2 Billing based on Customer Delays&Offset. 1.2.1 Billing.All installations of the EDI Software and Services Solutions shall commence no later than ninety(90) days from the date Philips received a customer order for such solution("EDI Software Solution Required Installation Commencement Period"). Philips shall have the right to commence billing on the earlier of(i)License Commencement Date or(ii)expiration of the Required Installation Commencement Period,the later only to extent installation of EDI Software and Services Solutions on a Customer Provided Hardware has not started.Customer shall pay such invoices per the payment terms set forth in the Quotation or within thirty(30)days of Philips'invoice date. Following a (n period of two(2)years from the start of a project, Philips shall maintain the right to bill Customer for all fees associated with such project regardless if Customer decides to proceed with the project or not. 1.2.2 Offset. Payment obligations for the fee set forth on a Quotation for each EDI Software and Services Solutions are independent fee obligations not subject to offset. 1.3 Philips Ownership in the EDI Software and Services Solutions. U) The Licenses granted under these Philips Additional Terms and Conditions of Sale for all EDI Software and Services Solutions offered under Sections 1.1.2-1.1.4 of this schedule shall not affect the exclusive ownership by Philips of the Licensed Software or of any trademarks,copyrights,patents,trade secrets,or other intellectual property rights of Philips CL (or any of Philips'suppliers)relating to the Licensed Software. Except for the licenses set forth in this exhibit for the term (under options offered per subsections 1.1.2-1.1.4), Philips retains all rights,title,and interest to all intellectual property in or arising from the Licensed Software. Third party software. The EDI Software and Services Solutions may include software from other commercial suppliers who require Philips to pass through,or otherwise have Customer agree to,their end user license terms.Such terms are set forth in Schedule C or otherwise provided via means including software delivery. Philips does not warrant the Philips Standard Terms and Conditions of Sale Rev Q.2 Page 34 of 52 danuag,2021 Packet Pg.856 C.27.b operation of third party software, rather all third party software acquired by Customer from Philips is subject to the warranties contained in the third party software end user terms. Open source software. The EDI Software and Services Solutions may also include open source software developed under the Open Source initiative (www.opensource.org) or similar initiatives or where the original developer permits 75 unrestricted access to source code or free distribution of the code.All open source software is subject to its applicable license terms,which are generally provided via software delivery,and is provided"AS IS". Philips does not warrant open source software and neither Philips, nor any of the developers or contributors to open source software,shall have any liability or obligation to Customer with respect to open source software beyond what is granted in the particular open source software license. 1.4 Cancellation. The quotation is subject to change or withdrawal prior to written acceptance by Customer. All purchase orders issued by Customer are subject to acceptance by Philips. If Customer cancels an order prior to product shipment, Customer shall pay a cancellation charge of fifteen percent(15%)of the total order price.Orders are non-cancellable for Products installed and accepted by Customer. 1.5 Statement of Work. W A Statement of Work must be signed in writing by both parties and submitted with Customer's purchase order. Philips F® may reject orders in the absence of the Statement of Work. 0) 1.6 Server Hardware. (n 1.6.1 Customer Provided IT Infrastructure. Customer shall be responsible to procure all hardware (including server, 2- storage,and client devices)and network bandwidth as set forth in the Statement of Work("Customer Provided Hardware CL & IT Infrastructure").All Customer provided hardware must meet Philips certified hardware specification requirement. L_ Such requirement shall be listed on a Quotation or provided in the Statement of Work. The cost of any new hardware 12 or hardware change to use the EDI Software and Services Solutions, including any updates or upgrades provided by Philips under Section 1.1.2-1.1.4, shall be Customer's obligation and not included in a purchase of EDI Software and Services Solution. 1.6.2 Philips Pass Through Resale IT Infrastructure. In limited cases, Philips may offer a hardware pass through resale service for servers that can be used with EDI Software and Services Solutions; however,this is offered purely for one purchase order fulfillment convenient purposes and Customer shall remain responsible to work directly with the vendor for such hardware directly for any break/fix non software issues and purchase any maintenance and support directly with such vendor. ' 1.6.3 Philips Provided IT Infrastructure. Customer may elect to purchase hardware from Philips with an option to purchase maintenance and support with Philips for any break/fix issues as described in Schedules A or B. 1.7 Customer Managed IT Support Structure 0 1.7.1 Customer Client Device Types. EDI Software and Services Solutions may solely be used with client device types and minimum configuration specifications set forth on the Quotation,Statement of Work or Project Implementation Plan. In all cases, EDI Software and Services Solutions are not designed nor recommended for mobile device use. Philips CJ shall not be responsible for issues arising therefrom. . 1.7.2 Third Party Interfaces for DoseWise. If DoseWise is purchased, all license fees for DoseWise are for use with Philips products only.Use beyond Philips products are Customer's sole responsibility,risk and cost,including interfacing (n p p Y Y p p 9 9 the EDI Software and Services Solutions with a non-Philips original equipment manufactured medical device product. 1.7.3. PACS Interfaces. For those Customer's purchasing interface services listed in the statement of work,for which Philips would have to create new interface code to work with third party vendor software, Customer shall ensure that cc such third parties have completed such interface work for their software by the interface testing date set forth in the project plan.Any delays in meeting such date are the sole responsibility of Customer. If Customer has not fulfilled its interface obligations by such time, Philips may,at its discretion,terminate any interface obligations and refund any pre-paid amounts for interfaces,except for amounts representing the cost for work performed by Philips prior to such termination which Philips shall be entitled to retain. Customer will execute any documentation reasonably requested by Philips to document such terminated interfaces. Upon Philips issuance of a refund in accordance with this section, Customer shall be deemed to have accepted the applicable Philips products. Any interfaces terminated shall be re CL - evaluated under a separate new sales contract,when Customer's third party vendor is available to perform interface testing at such time. 1.7.4 Data Archiving. Customer is required to have an archive for all EDI Software and Services Solutions that are used as diagnostic tools to provide patient care(Workflow Tool are Excluded). Customer is responsible for procuring any specialty software or hardware(fiber channel or host bus adapter("HBA"))necessary to manage storage and allow the system to access the storage. Customer is responsible for providing fiber channel switches, port upgrades, Philips Standard Terms and Conditions of Sale Rev Q.2 Page 35 of 52 danuag,2021 Packet Pg.857 C.27.b and other telecommunications and/or network hardware required for the Philips products to physically connect to the storage, regardless of whether Philips provides the storage as a one off third party item at Customer's request. 1.7.5 Storage Sizing Upon request, Philips will provide Customer with estimates of image study sizes for different types of studies that Customer can use as a general aide to calculate and determine its near-term and long-term storage requirements for EDI Software and Services Solutions,whether through procurement from Philips as a third party item or utilization of Customer's own existing storage solutions. Customer acknowledges that use of storage varies greatly based on its unique utilization of the system and based on factors that are outside Philips'control. Therefore,and notwithstanding any estimates provided to Customer by Philips, Customer is solely responsible to determine what storage archive device is best suited to meet its needs as long as it meets the requirements published by Philips.As part of its decision making process in connection with archive device storage size, Customer acknowledges that study sizes are affected greatly by(a)changes in the types and amount of modality equipment used, (b)technician discretion in file size creation,and(c)clinical protocols within a department. Customer is solely responsible for system administration for the Software Solutions,which includes monitoring the storage archive device for its utilization levels and planning any necessary storage changes as Customer's requirements change. 1.7.6 Frequent Data Backup/Disaster Recovery Responsibility. Philips is not responsible for the development or W execution of a business continuity/disaster recovery plan or backing up the data and images processed by the EDI Software and Services Solutions.Customer is responsible for performing frequent backups of any data, patient information or images residing on the repository database on Philips EDI Software and Services Solutions,or an archive,on a daily basis at minimum. 0 1.7.7 Unauthorized Patches and Anti-Virus Updates. Customer's installation or use of(a)operating system patches, W updates or upgrades; (b)anti-virus updates(except to the DAT files i.e. virus definitions);or, (c)upgrades to anti-virus (n search engines without prior validation testing and approval by Philips("Unauthorized Updates")may adversely affect the functionality and performance of the EDI Software and Services Solutions. Philips shall perform validation testing of certain Microsoft operating systems,and certified antivirus software published in the documentation during the warranty CL period. Philips shall have no obligation to validate any other third party operating system or anti-virus software. If Customer installs or uses Unauthorized Updates, Philips shall have no liability or responsibility for performance of the 12 Licensed Software and the warranty shall be void. If Customer is using Unauthorized Updates when requesting service support or an Unauthorized Update is discovered by Philips after commencing the technical support process,then,prior to being obligated to perform warranty support services during a service period, Philips may require Customer to roll back to the most recent operating system and anti-virus search engine versions that have been validated by Philips as posted on the Philips service internet site. 1.7.8 Systems Administration Requirement. Customer,at all times,shall have a designated systems administrator that _ has completed systems administration training for the version of the EDI Software and Services Solutions running at Customer's site.Systems administration training is set forth in the Quotation. 1.8 Data Usage. If Perform anceBridge Practice Solution is purchased under this Schedule, as part of the Perform anceBridge Practice Solution, Philips shall provide benchmarking information to all of its customers in general about the customer user base as it applies to their use of the PerformanceBridge Practice Solution as a whole and best y practice information based on lessons learned by our users. However, in doing so, Philips shall de-identify Customer 0 data. Philips may use Customer information in support of such benchmarking deliverable and such process of de- identification shall occur on Customer's premises. Separation of such from the benchmarking database is impossible, therefore Philips shall have the right to continue using such data upon expiration of this Agreement;provided that,Philips protects it and indemnifies for such use pursuant to this Section 1.4. In no event shall Philips use Customer's name in a press release or marketing materials,without the express written consent of Customer. Philips does reserve the right, and may, use benchmarking information in marketing materials or advertising to extent made in compliance with this Agreement and not attributed to one specific customer. (n E In the case of all EDI Software and Services Solutions, Philips may use de-identified information to improve the EDI Software and Services Solutions, including serviceability thereto, as well as the Philips products to which such de- identified data arose.In all cases,such improvements are made available for purchase to all EDI Software and Services Solutions customers. Philips shall defend, indemnify, and hold Customer harmless from any breach of its obligations under this Agreement with respect to permitted use of de-identified data for benchmarking purposes, marketing, advertising,or improving the serviceability of the EDI Software and Services Solutions. CL Philips Standard Terms and Conditions of Sale Rev Q.2 Page 36 of 52 .lanuag,2021 Packet Pg.858 C.27.b Schedule A Annual Maintenance and Support for EDI Software and Service Solutions other than PACS 1. TELEPHONE AND REMOTE SUPPORT. 1.1 Telephone Support. Telephone and Remote Support coverage is included with all software maintenance agreements.Technical and Clinical Telephone and Remote Support coverage services are available twenty- four hours per day,seven days per week including Philips recognized holidays. 1.2 Remote Access &Diagnostics. Philips may remotely access the EDI Software and Services Solutions to perform Services. Customer shall provide Philips remote access to the EDI Software and Services Solution. 1.3 On-Site Software Resolution Response. Philips primary method for software services is telephone and Philips Remote Services("PRS"). Philips,at its sole discretion,may provide on-site software support services to resolve software issues that cannot be resolved through Philips'primary resolution method. On-site service is next business day, Monday through Friday 8:00 a.m.to 5:00 p.m. local time,excluding Philips recognized holidays,and includes labor and travel necessary for the delivery of corrective services. 1.4 InCenter Access. Philips will provide Customer access to Philips web based support tool for the system(s) covered under this Agreement. 1.5 Online Education.Customer shall be entitled to unlimited access to the virtual classroom at the online Philips c� Learning Center during the term of the Agreement. W 2. INTERFACE SUPPORT. Philips supports DICOM and HL7 communication to and from the EDI Software and Services Solutions as per Philip's standard specifications as published per message type. In the case of new software versions provided hereunder, Philips shall provide the following: y 2.1 If the EDI Software and Services Solutions,interoperability mapping engine,or biomedical device is upgraded cc to the latest version,Philips will restore inbound and/or outbound communication to the pre-upgrade condition as part of the Upgrade Project,additional fees may apply 2.2 Philips'interface support does not include the modification of any interface due to interface changes in third CL party hardware or software or replacement of Philips interoperability mapping engine product with a different interoperability engine product. In the case of a planned upgrade of the EDI Software and Services Solutions that involves modifications to the interface specifications, Philips will provide a quote to Customer for additional professional services fee and requires that detailed technical information on such modifications be > 0 made available to Philips at least ninety(90)days in advance of the planned upgrade. In such a case, Philips shall work with the third party to understand changes in interface specifications and format and may modify and upgrade the EDI Software and Services Solutions to support such new interface specifications at a schedule and additional cost to be mutually approved by Philips and the Customer. Philips is not responsible _ for issues arising from third party modifications to their software or interfaces that result in errors fielding inquires or sending data to EDI Software and Services Solutions. 3. SOFTWARE VERSIONS AND UPDATES. If a new software version or update is available for the EDI Software and Services Solutions, and the requirements of the Agreement are satisfied, then Philips will upgrade the EDI Software and Services Solutions application software during the term of the Agreement as follows: 0 3.1 Philips will provide new software versions and updates of software for the licensed EDI Software and Services Solutions applications originally purchased by Customer. Third party software including, but not limited to client and server operating system licenses to use such updates,database software licenses,and anti-virus software is not included. Hardware updates and replacement are not included. 0 3.1.1 Functionality.Customer is entitled to Updates and Upgrades for the EDI Software and Services Solutions CJ n applications Philips makes generally commercially available to customers having maintenance and support on the same EDI Software and Services Solutions application with the same software version and purchased options,original purchased by Customer. Customer acknowledges that certain functionality in us current and previous software versions may not be available in future new software versions. 3.1.2 "Updates" means fixes or corrections for Software bugs to enable the Software to perform in accordance with its Documentation which is typically designated by a change in the third number in the series.Software Update is made generally available to its customer that are under a service or maintenance agreement without charge. Updates do not include new products, modules or extensions for which Philips elects to charge separately. 3.1.3 "Upgrades"means a new version or release of software that contains new features and enhancements to functionality and may include a change to the platform. A new version and release are typically designated =_ by a change in the first or second number in the series. Software Upgrades are made generally available to its customer that are under a service maintenance agreement without charge provided CL however, Customer will be charged for professional services fees and other fees as a result of a change to the Server Hardware associated with the Upgrades. New optional licensable software may be available for additional software and services fees and shall not include Software changes with a version change in the first or second number in the series. Philips Standard Terms and Conditions of Sale Rev Q.2 Page 37 of 52 danuag,2021 Packet Pg.859 C.27.b 3.1.4 Hardware updates and replacement. Software versions, updates and fixes may require hardware updates or replacement. Customer is responsible for any such hardware updates or replacements. Upgrade installation and clinical support of the installation are subject to the terms of this Agreement. 75 3.2 To receive a new software version: 3.2.1 Customer must be in compliance with all terms and conditions of this Exhibit and the Agreement, including the availability of PRS capability and access to the EDI Software and Services Solutions by Philips personnel; 3.2.2 Customer must identify one Customer representative,in writing to Philips,that will manage and be responsible for Customer's selection and scheduling of new software version installations under this Exhibit;and 3.2.3 The EDI Software and Services Solutions that will receive the version or update must meet the specifications of the new software version. Customer shall provide the EDI Software and Services Solutions hardware or software necessary to meet such specifications. **Unless specifically included elsewhere in this Agreement, software versions and updates do not include: applications that were not purchased with the EDI Software and Services Solutions, including any third party software,such as virus protection software,third party custom interface software,operating system software for client device or server hardware.) 0 4. CUSTOMER SUCCESS MANAGEMENT SERVICES. During the term of the Agreement Philips will assign a y resource familiar with the Customer account, key stakeholders,and contract coverage to provide the following: 4.1 If applicable, Philips will schedule and deliver a remote coverage and status review meeting annually, at a 2- mutually agreeable date and time.The status meeting will focus on available entitlements and planning.The status review may outline all EDI Software and Services Solutions service issues resolved during the previous period, CL and review any open or unresolved issues. 4.2 Prior to delivering any new software version, Philips will coordinate with the Customer assigned resource to 12 identify and mitigate dependencies relative to the software upgrade and other service agreement entitlements. 4.3 The parties will develop a dependency mitigation plan to address resource needs, hardware needs, operating system requirements, interoperability and other dependencies for the deployment of new software upgrade. 5. ANNUAL REVIEW. If applicable, Philips and Customer will annually review the EDI Software and Services Solutions covered by the Agreement to match quantities of equipment,connections,site or annual exam volumes _ being used by Customer and to adjust price if actual usage exceeds any licenses purchased. 6. HARDWARE SUPPORT COVERAGE. 4- 0 6.1 If Server Hardware is purchased from Philips and Customer elects to purchase maintenance and support from Philips,Philips or Philips designated third parties,will provide hardware support services during standard coverage hours, Monday through Friday, 8:00 AM to 5:00 PM local time, excluding Philips recognized holidays. Hardware support coverage provides Customer's technical or biomed support organization with clinical and technical phone support,troubleshooting, parts or repairs as follows: CJ Support Parts.If included in the Agreement,then Philips will provide the technical and clinical phone support as well as parts for corrective services for Covered System hardware covered under this Schedule. Unless otherwise specified,parts will be shipped via priority delivery. (n E 6.2 ONSITE Philips or Philips designated Original Equipment Manufacturer(OEM)Service representatives or third parties will provide the parts,labor and travel for corrective Services for Hardware covered in the Service Agreement Monday through Friday, 8:00 AM to 5:00 PM local time. CL Philips Standard Terms and Conditions of Sale Rev Q.2 Page 38 of 52 danuag,2021 Packet Pg.860 C.27.b Schedule B Annual Maintenance and Support for PACS Software and Services Solutions 75 1 TELEPHONE AND REMOTE SUPPORT. 1.1 Telephone Support. Telephone and Remote Support coverage is included with all software maintenance agreements.Technical and Clinical Telephone and Remote Support coverage services are available twenty- four hours per day,seven days per week including Philips recognized holidays. 1.2 Remote Access &Diagnostics. Philips may remotely access the EDI Software and Services Solutions to perform Services. Customer shall provide Philips remote access to the EDI Software and Services Solutions. 1.3 On-Site Software Resolution Response. Philips primary method for software services is telephone and Philips Remote Services("PRS"). Philips,at its sole discretion,may provide on-site software support services to resolve software issues that cannot be resolved through Philips'primary resolution method. 1.4 Online Education.Customer shall be entitled to unlimited access to the virtual classroom at the online Philips Learning Center during the term of the Agreement. c� 2 INTERFACE SUPPORT.Philips supports DICOM and HL7 communication to and from the EDI Software and Services Solutions as per Philip's standard specifications as published per message type. In the case of new software versions provided hereunder, Philips shall provide the following: a. If the EDI Software and Services Solutions, interoperability mapping engine, or biomedical device is upgraded to the latest version, Philips will restore inbound and/or outbound communication to y the pre-upgrade condition as part of the Upgrade Professional Services fees. b. Philips'interface support does not include the modification of any interface due to interface changes in third party hardware or software or replacement of Philips interoperability mapping engine product with a different interoperability engine product. In the case of a planned upgrade of the EDI CL Software and Services Solutions that involve modifications to the interface specifications, Philips L_ requires that detailed technical information on such modifications be made available to Philips at least ninety(90)days in advance of the planned upgrade. In such a case, Philips shall work with the third party to understand changes in interface specifications and format and may modify and > upgrade the EDI Software and Services Solutions to support such new interface specifications at a schedule and additional cost to be mutually approved by Philips and the Customer. Philips is not responsible for issues arising from third party modifications to their software or interfaces that result W in errors fielding inquires or sending data to a EDI Software and Services Solutions. 3 SOFTWARE VERSIONS AND UPDATES. If a new software version or update is available for the EDI Software and Services Solutions, and the requirements of the Agreement are satisfied, then Philips will , upgrade the EDI Software and Services Solutions application software during the term of the Agreement for a Professional Services fee as follows: a. Philips will provide new software versions and updates of software for the licensed EDI Software and Services Solutions applications originally purchased by Customer. Third party software including, but not limited to client and server operating system licenses to use such updates, database software licenses, and anti-virus software is not included. Hardware updates and replacement are not included. i. Functionality. Customer is entitled to updates and upgrades for the EDI Software and Services Solutions applications Philips makes generally commercially available to customers having maintenance and support on the same EDI Software and Services CJ Solutions application with the same software version and purchased options, original purchased by Customer.Customer acknowledges that certain functionality in current and previous software versions may not be available in future new software versions. y ii. "Updates" means fixes or corrections for Software bugs to enable the Software to per form in accordance with its Documentation which is typically designated by a change in the third number in the series.Software Update is made generally available to its customer that are under a service or maintenance agreement without charge. Updates do not include new products,modules or extensions for which Philips elects to charge separately. iii. "Upgrades"means a new version or release of software that contains new features and enhancements to functionality and may include a change to the platform. A new version and (n release are typically designated by a change in the first or second number in the ®_ series. Software Upgrades are made generally available to its customer that are under a service maintenance agreement without charge provided however, Customer will be charged CL for professional services fees and other fees as a result of a change to the Server Hardware associated with the Upgrades. New optional licensable software may be available for additional software and services fees and shall not include Software changes with a version change in the first or second number in the series. Philips Standard Terms and Conditions of Sale Rev Q.2 Page 39 of 52 danuag,2021 Packet Pg.861 C.27.b iv. Hardware updates and replacement. Software versions, updates and fixes may require hardware updates or replacement. Customer is responsible for any such hardware updates or replacements. Upgrade installation and clinical support of the installation are subject to the terms of this Agreement. b. To receive a new software version: i. New Order for professional services and hardware, if purchasing from Philips, and a statement of work. ii. Customer must be in compliance with all terms and conditions of this Exhibit and the Agreement, including the availability of PRS capability and access to the EDI Software and Services Solutions by Philips personnel; iii. Customer must identify one Customer representative, in writing to Philips, that will manage and be responsible for Customer's selection and scheduling of new software version installations under this Exhibit;and iv. The EDI Software and Services Solutions that will receive the version or update must meet the specifications of the new software version. Customer shall provide the EDI Software and Services Solutions hardware or software necessary to meet such specifications. **Unless specifically included elsewhere in this Agreement, software versions and updates do not include: applications that were not purchased with the EDI Software and Services Solutions, including any third party software,such as virus protection software,third party custom interface software,operating system software for client device or server hardware.) 0 4 ANNUAL REVIEW. If applicable, Philips and Customer will annually review the EDI Software and Services 2- Solutions covered by the Agreement to match quantities of equipment, connections, site or annual exam volumes being used by Customer and to adjust price if actual usage exceeds any licenses purchased. CL 5 Customer Requirements. 5.1 Minimum Network Requirements. Customer shall provide at a minimum a switched 1 Gb/s local area network(LAN)and 5ms latency. Provided Customer with sites reading large studies,such as large CTs (study size>700 MB and number of frames> 1000)and mammography tomosynthesis Studies,Customer shall provide a 1 Gb/s network adapter and 1 Gb/s end-to-end connection to the server. For Study acquisition scenarios that require'stat'interpretation, Hardware(DICOM processors and storage modules) and Client Devices must reside on a contiguous 1 GB/s switched LAN. DSL,cable modem,satellite and other non-commercial-grade technologies should not be used due to high-latency. Issues including delays with image retrieval,delays in Study migration between servers/locations,and application responsiveness issues(pauses, halting)may be experienced when the Software Services is used on a network that does not meet the Minimum Network Requirements. 4- 0 5.2 Network Access. Customer shall provide Philips with 24x7 direct VPN remote network access to the Customer Provided Hardware to enable Philips to monitor,maintain, upgrade and support the PACS Services. Customer must provide Philips with administrator access to all Software and third party software installed on the Customer Provided Hardware. Customer will allow Philips to establish a site to site VPN using either a Philips manage firewall/VPN device or a Customer managed VPN device for secure access to CJ Customer Provided Hardware. The Customer shall allow the Customer Provided Hardware to send alert messages over the VPN to Philips for proactive monitoring. The Customer will work with Philips to establish the VPN and enable the required access to support the Customer Provided Customer Provided Hardware. (n If the VPN is established using Customer's VPN device AND the Customer Provided Hardware is assigned a private IP,the Customer will need to work with Philips to translate the private IP to something unique to both networks. This is not necessary if using a Philips supplied firewall/VPN device. Customer shall allow outgoing e-mail from the Customer Provided Hardware to access Philips SMTP e-mail service. Email access is required in order for Philips to monitor,maintain, upgrade and support the PACS Services which Customer must use Philips'secure managed SMTP relay in order to avoid any possible transmittal of unencrypted sensitive data or PHI. Upon reasonable advance notice, Customer shall provide ) Philips personnel or subcontractors with physical access to all Customer Provided Hardware to support, maintain and upgrade such Customer Provided Hardware. _ CL Customer shall notify Philips of any planned VPN connection, network outages or configuration changes that impact Philips remote monitoring or servicing the Customer Provided Hardware. Philips shall not be liable for remote support availability issues or other service delays caused by Customer's failure to permit remote access. If Customer is using Philips Cloud and/or archiving services,a Philips managed VPN device is required Philips Standard Terms and Conditions of Sale Rev Q.2 Page 40 of 52 danuag,2021 Packet Pg.862 C.27.b Under no circumstances shall users be permitted to access the Software Services remotely except via a Customer VPN providing adequate security and network functionality establishing a 1 GB connection between the Client Device being used remotely and the server for the Software Services. Philips shall have no liability under this Agreement for events arising from or use of the Software Services remotely by users in a manner not meeting the foregoing requirements. 0 5.3 Modalities. Each Customer modality connected to the EDI Software and Services Solutions must have a published DICOM format(or successor industry standard)conformance statement. Philips will provide connectivity testing for all Modalities without charge for the initial installation per the project implementation plan.Thereafter,any such services shall be chargeable at Philips then current professional services rates. Philips will not validate the quality of the data generated by Customer modalities. Philips will confirm that the modality will connect to the EDI Software and Services Solutions and the EDI Software and Services Solutions will be able to store and display the data as delivered by the modality. Philips will cooperate with Customer's Modality vendors without charge to troubleshoot any Modality connectivity issues. 5.4 No Modification of Customer Provided Hardware. Customer may not modify, relocate,or install third-party software on the Customer Provided Hardware without Philips'prior written consent. Philips will attempt to reasonably accommodate any Customer requests to relocate Customer Provided Hardware. 0 6.1 Customer Support. i) Customer may report issues or obtain technical support 24 hours a day, 7 days a week CL by telephoning 877-328-2808 or online web portal. Philips shall respond to Customer L_ by phone during the Coverage Period for failures rendering all functionality or a 12 substantial proportion of functionality unavailable or unusable which significantly impacts multiple active users and/or affects patient care("Critical Failure") of any service plan within 60 minutes of (i) call receipt within the Coverage Period or (ii) commencement of the next Coverage Period if calls are received after hours or within less than 60 minutes from the end of the current Coverage Period ("Call Response Time"). Prior to contacting Philips, Customer shall perform any problem determination procedures, diagnostic activities and actions detailed by Philips in the _ Documentation or other customer communications. ii) Philips includes Philips' proprietary remote management service (" RMS" ) which, when configured and enabled, allows Philips to remotely monitor, diagnose and resolve a variety of software issues,and remotely install Updates, through a secure, encrypted internet connection or a secure remote service access (" SRSK) virtual private network ("VPN") connection. As a condition of Philips performing services described herein, Customer shall permit Philips to use its remote access tools as its first call response method for software service requests. iii) Philips will provide Customer with Customer-requested IP address changes, native DICOM connections, technical Training and other non-warranty support and services upon request at Philips'then published rates. 6.2 Philips shall have no obligation or liability for Software Services problems attributable to any of the following and Customer shall pay Philips,at Philip's then current rates,for any time Philips spends diagnosing (n or correcting issues caused by any of the following: a) Modifications, additions or attachments to the Operating Environment, or Software Services, unless such modifications are performed by, and at the request of, Philips and such additions and attachments are purchased from, or specified by, Philips; U) b) Customer's failure to (i) follow the Documentation;(ii)perform,or permit Philips,to perform y routine maintenance; (iii) adhere to the Operating Environment; or (iv) adhere to site preparation and environmental specifications; _ c) Misuse, abuse, accident, vandalism, viruses or any other malicious or negligent act or CL omission by a party that is not under the direct control of Philips; d) Environmental conditions, moisture or water, excessive radiation, improper servicing or fi re; E e) Electrical problems caused by power surges, lightning or Customer's wiring or electrical supply; f) Network issues,problems caused by Customer's other vendors,or issues related to or caused by non-Philips equipment, hardware or software. Philips Standard Terms and Conditions of Sale Rev Q.2 Page 41 of 52 danuag,2021 Packet Pg.863 C.27.b g) The Philips customer support center will provide connectivity testing from Philips PACS system to the customer supplied network; any network connectivity issue beyond the Philips managed system will require customer network engineering support. 6.4 Supported Release. Philips supports the current product release and one prior product release(a "Supported Release"). A prior product release is the most recent product release with a lower release number than the current product release. Philips'service level commitments, including the uptime performance warranty,will not apply if Customer is not using a Supported Release. 7. HARDWARE SUPPORT COVERAGE. 7.1 If Server Hardware is purchased from Philips and Customer elects to purchase maintenance and support from Philips,Philips or Philips designated third parties,will provide hardware support services during standard coverage hours, Monday through Friday, 8:00 AM to 5:00 PM local time, excluding Philips recognized holidays. Hardware support coverage provides Customer's technical or biomed support organization with clinical and technical phone support,troubleshooting, parts or repairs as follows: W Support Parts.If included in the Agreement,then Philips will provide the technical and clinical phone support 0. as well as parts for corrective services for Covered System hardware covered under this Schedule. Unless E otherwise specified,parts will be shipped via priority delivery. 7.2 ONSITE Philips or Philips designated Original Equipment Manufacturer(OEM)Service representatives or third parties will provide the parts,labor and travel for corrective Services for Hardware covered in the Service Agreement Monday 2- through Friday, 8:00 AM to 5:00 PM local time. CL 4- 0 C 0 0 CJ CL E Philips Standard Terms and Conditions of Sale Rev Q.2 Page 42 of 52 danuag,2021 Packet Pg.864 C.27.b Schedule C Third Party Software End-User License Terms Ch (AS MAY BE UPDATED BY PHILIPS FROM TIME TO TIME) The product(s) you purchase may include third party components with separate legal notices or governed by other applicable agreements that apply to you,including those provided below(in PDFs or via links)or in files or with software accompanying such product(s) delivered to you. Unless otherwise provided, you are considered an end user in the terms below. 1. Synapse has copyright to the Synapse French spelling and grammar checking software that may be embedded in your product(s). 0 2. Multiple Al algorithms for medical analytics: W Zebra 2017 EULA.pdf 0 W 3. Orthopedic templating solution(Orthoview): (n 2- Orthoview EULA.pdf 4. Software for neurosurgery: 0 Brainlab EULA.pdf 5. Graphic processing software: ' Sonic Solutions 0 (Corel Corporation)-E 6. Advanced breast cancer detection solutions: 0 ,' Ca iCAD EULA.pdf 7. Imaging software-3D rendering solution: E https://www.vitalimages.com/documents/End-User-Licensing- Ag reement.12df#:-:text=END%20USER%20LICENSI NG%20AGREEMENT%201 MPO RTANT%20%E2%80 %93%20READ%20CAREFULLY%3A,contains%20exclusions%20of%20warranties%20and%201imitations %20of%201iability 8. Imaging software for mammography: ) CL Penrad EULA.pdf 9. MRI &CT medical imaging software: Philips Standard Terms and Conditions of Sale Rev Q.2 Page 43 of 52 danuag,2021 Packet Pg.865 C.27.b OLEA-Carestream N EULA.pdf 10. Cross-platform software development tools: j: Rogue Wave.pdf 11. Flexnet publisher: 0 Notice to government users: US. Government RESTRICTED RIGHTS.The Software and documentation are provided as"C:ominercial Computer Software"or"restricted computer software." Use,duplication,or disclosure by the E.J.S. Government or a E.J.S. Government subcontractor is subject to the restrictions set forth in 48.C,.F.R.Section 12.212 or 48 C,.F.R 227.2702,as applicable or successor provisions. � 12. Backup solution: htti2s://www.veritas.com/com12any/lega1/1icense-agreements 13. Database registry: 2 Oracle CL Pass-through.pdf 12 14. Imaging ingestion solution: 0 Hyland PACSGear _W EULA.pdf 15. Microsoft: a. OEM Microsoft Windowsl0 O/S License: htti2s://www.microsoft.com/en-us/useterms b. Microsoft Windows Server Embedded License: The following document sets forth the requirement by 0 Microsoft on your use of the software and forms the Key User Agreement between you and Philips.You y are the"Enterprise Customer"and Philips is the"Company"as used in the PDF below. 0 f �qq �z Key User agreement.pdf 16. VeryPDF HTML Converter Command Line: httl2://www.ygry df.com/custom/oem-eula-full-version.htm F® 17. File uploading tool: https://about.tin .cloud/le al/tiny self-hosted-software-license-a reement-oem-seas/ 18. Disc publishing solution: htti2s://myzone-gumu.netdna-ssl.com/wl2-content/uploads/2017/02/QumuSalesTermsAndConditions-EULA- y 20170412.pdf 19. Telerik RaclControls: CL https://www.telerik.com/purchase/license-agreement/progress-devcraft-complete-developer-license 20. Kendo UI Web: https://www.telerik.com/about/terms-of-use Philips Standard Terms and Conditions of Sale Rev Q.2 Page 44 of 52 .lanumy,2021 Packet Pg.866 C.27.b SCHEDULE D QUOTATION 0 0 c� 0 w CL 4- 0 0 0 CJ CL E Philips Standard Terms and Conditions of Sale Rev Q.2 Page 45 of 52 .lanuag,2021 Packet Pg.867 C.27.b Schedule 8 Invivo Corporation Portfolio(Invivo) gg gg Magnetic Resonance Imaging(MRI)Coils Capital Coils Consumables Consumables Coils 1. Prices 1.1 Unless stated otherwise on the face of the quotation,the quotation will remain valid for sixty(60)days unless withdrawn or changed by Invivo. 2. Cancellation 2.1 The quotation is subject to change or withdrawal prior to written acceptance by Customer. All purchase orders issued by Customer are subject to acceptance by Philips. If Customer cancels and order prior to product W shipment, Customer shall pay a cancellation charge of fifteen percent(15%)of the net order price. Orders are non-cancellable for Products shipped. 3. Payment Terms 3.1 Quotation. Philips may quote and invoice the Invivo products in the name of its affiliate, Invivo, Corporation. 3.2 Payment Terms: Unless otherwise specified in the quotation, Invivo will invoice Customer and Customer will pay such invoice on receipt as follows: 100%of the purchase price shall be due thirty(30)days from Invivo's invoice date. 3.3 Purchase Orders. Customer must submit separate and unique purchase orders for the Products listed in this Product Specific Schedule to Invivo Corporation: CL 3.3.1 For Invivo Coils: Invivo Corporation 12 3650 NE 53rd Avenue Gainesville, FL 32609 > 0 Tel: 1-877-INVIVOl Fax: 1-352-264-3432 3.4 Invoices. Unless otherwise specified in the quotation, Invivo will issue one invoice(s)for the Products identified W on this Product Specific Schedule under "Invivo Corporation" and a separate and unique invoice(s) for the Products listed in all other Product Specific Schedules under "Philips". Invivo will invoice Customer, and Customer will pay such invoice for each product in accordance with the payment terms set forth in the applicable Product Specific Schedule attached to these Terms and Conditions of Sale and remit payment to the locations stated in each invoice. 3.5 Credit Approval. Payment terms are subject to credit approval. 3.6 Support Services. If any,shall be invoiced and paid as set forth on the quotation. 4. Shipment 4.1 Invivo will use reasonable efforts to ship the product to the Customer(i)by the mutually agreed upon shipment date, (ii)by the date stated in the quotation, or(iii)as otherwise agreed in writing. Invivo will ship the product according to Invivo's standard commercial practices. CJ 5. Delivery 5.1 Invivo will make reasonable efforts to meet Customer's delivery requirements. If Invivo is unable to meet Customer's delivery requirements,alternative arrangements may be agreed. In the absence of such agreement, cn Customer's sole remedy is to cancel the order. If Customer requests a major delay in the date of delivery of the E product, Invivo may attempt to arrange re-delivery within a reasonable time or may terminate the order. 6. Return Policy 6.1 If there is a problem with an order, Invivo wants to correct it as soon as possible. Please note the following instructions before returning merchandise to Invivo. 6.2 Buyer must first receive a Returned Goods Authorization(RGA)from the Invivo Customer Service Department in Gainesville, Florida at 1-877-INVIVO1. If an RGA is issued, Buyer is responsible for all costs associated with the return. Returns will be subject to a fifteen percent 15%restocking fee. 6.3 Returns after sixty(60)days of shipment shall be subject to a restocking charge. _ 6.4 Invivo does not accept returns of Consumables Products that have been opened, are expired or damaged. CL Please contact Invivo Customer Service Department at 1-877-INVIVOl for guidance on any returns. 7. Installation 7.1 For Products with installation included in the purchase price,acceptance by Customer occurs upon completion of installation by Invivo.For Products without installation included in the purchase price,acceptance by customer occurs upon delivery. If Customer schedules or delays installation by Invivo more than thirty (30) days after delivery, Customer's acceptance of the Products will occur on the thirty-first(31s')day after delivery. Philips Standard Terms and Conditions of Sale Rev Q.2 Page 46 of 52 danuary,2021 Packet Pg.868 C.27.b 8. Product Warranty 8.1 In addition to the limited warranties stated herein,Invivo may provide limited product-specific warranties that are set forth in separate Invivo warranty documents incorporated herein by reference. Ch STANDARD PRODUCT WARRANTY PERIODS 8.1.1 MRI Coils-Three(3)years, parts and factory repair labor 8.1.2 Solution Products-One(1)year, parts and factory repair labor 8.1.3 Sentinelle coils-One(1)year, parts and factory repair labor 8.1.4 Parts and Accessories-Ninety(90)days, replacement Supplies 8.1.5 Consumable Items and repaired product-Thirty(30)days, replacement 8.2 Invivo's sole obligations and Customer's exclusive remedy under any product warranty are limited, at Invivo's option,to the repair or the replacement of the product or a portion thereof,within thirty(30)days after receipt of written notice of such material breach from Customer("Product Warranty Cure Period") or, upon expiration of the Product Warranty Cure Period, or to a credit or refund of a portion of the purchase price paid by Customer. Warranty service outside of normal working hours(i.e.,8:00 AM to 5:00 P.M., Monday through Friday,excluding Invivo's observed holidays),will be subject to payment by Customer at Invivo's standard service rates. W 8.3 Customer shall at all times during the warranty period specified in this Agreement provide Invivo suitable connection to the product through the Customer's network for Invivo use in remote servicing of the product. 0 CL 4- 0 C 0 0 CJ CL E Philips Standard Terms and Conditions of Sale Rev Q.2 Page 47 of 52 danuag,2021 Packet Pg.869 C.27.b Schedule 9 Non Diagnostic Enterprise Operational Informatics(EOI)Software Solutions go 111 fin 6@ 6@ k W PerformanceBridge Software Solutions Non Diagnostic Enterprise Operational Informatics DoseWise Protocol Radiation Management Software (EOI)Software Solutions Solutions Section 4(Trade-In),Section 5(Security Interest)and Section 7(Site Preparation and Installation)of the Philips standard terms and conditions of sale do not apply to this Schedule. 1. Payment Terms 1.1 Philips will invoice Customer and Customer will pay such invoice based on the date of the invoice for each product as specified in the quotation. 0 2. Cancellation 2.1 The quotation is subject to change or withdrawal prior to written acceptance by Customer. All purchase orders issued by Customer are subject to acceptance by Philips.If Customer cancels an order prior to product shipment, Customer shall pay a cancellation charge of fifteen percent (15%) of the net order price. Orders are non- cancellable once the product is installed and accepted by Customer for EOI Solutions. 3. License Term&Limitations 3.1 Notwithstanding anything contrary in Philips standard terms and conditions of sale,the following license terms and restrictions shall apply and govern such issues: 3.1.1 "License Commencement Date"shall mean the date that Philips makes the EOI Solution(s) Licensed Software available to Customer for first use consistent with the usage rights and restrictions under the CL terms of this Agreement, upon completion of its installation on the Customer server provided by Customer as part of the Customer Provided Hardware and Network Infrastructure. 12 3.1.2 EOI Solutions Capital Model. This model is a perpetual license to an EOI Solution, commencing upon the License Commencement Date,subject to the license provisions in the baseline agreement and any 0. usage limitations set forth on the quote,as well as Sections 3.1.6-3.1.8,and 4-7 of this Schedule. 3.1.3 Term License Model with Separate Optional Maintenance and Support Purchase Option. Under this W sale model, Each EOI Solution license shall commence on their License Commencement Date (as defined in Section 3.1.1. above), and continue for the license period set forth on the quotation ("Term License Term"). Furthermore,in addition to the warranty set forth in Section 3.1.5, Philips shall provide the maintenance and support services set forth in Schedule 9-A affixed to this Agreement for such warranty period only. Customer's purchase of maintenance and support services post warranty of the Term License are optional. However, Philips shall have no obligation to perform maintenance and support on the Term License software, for any period post warranty that Customer has elected not to purchase maintenance and support agreement coverage. The license to an EOI Solution shall expire (n upon the final anniversary date of the License Commencement Date based on the number of years in the Term License Term,unless customer renews the license term prior thereto. 3.1.4 EOI Solution Subscription Option. Under the subscription service model,commencing upon the License Commencement Date the Customer receives an annual subscription license for the number of years set forth on the quotation ("Subscription License Term"), and the maintenance and support set forth in Schedule 9-A affixed to this Exhibit for the entire Subscription License Term for one annual fee. ("EOI Solution Subscription Option").Thereafter,the then current EOI Solution Subscription Term shall expire (n on the end of the last anniversary date of the Subscription License Term, unless Customer renews the E subscription term prior thereto. 3.1.5 Products Warranties for all sales models 3.1.2-3.1.4. The warranties set forth in Section 8.3 and Section 8.5-8.7 in the Philips standard terms and conditions of Sale shall apply to sales of the EOI Solutions purchased under Section 3.1.2-3.1.4 of this schedule. 3.1.6 All Licenses are subject to a limited number of sites(by physical address),users,connections and exam ) volume set forth in the quotation. In all cases a"Site"shall mean a unique physical street address for imaging equipment that has usage information sent to or pulled by the EOI Solution Licensed Software = and"Users"shall mean the number of named users that are employees or contract temporary employees CL by the Customer legal entity expressly set forth on the quotation and/or Statement of Work. In no event shall GE, Siemens, or another medical device manufacturer, distributor, or independent service organization use or have access to EOI Solutions. Customer shall have the right to replace a User with a different named User at no additional charge; provided that,the User being replaced is permanently no longer using the EOI Solution Licensed Software to benefit Customer. Philips Standard Terms and Conditions of Sale Rev Q.2 Page 48 of 52 danuag,2021 Packet Pg.870 C.27.b 3.1.7 Prior to the assignment of any Licenses,including an assignment pursuant to a purchase of substantially all of the Customer's assets, organic growth or expansion plans, Customer will provide Philips with written notice along with reasonable data to determine how such events will impact the licensing limitations applicable to each License. These events may require the Customer purchase additional Licenses to address a change in the number of Users, Sites, connections and Annual Exam Volume prior to the use of EOI Solution Licensed Software for such events. 3.1.8 Subject to fulfillment of any payment obligations by Customer arising from the use of the EOI Solution Licensed Software, Philips grants Customer the applicable license under the model quoted. All EOI Solution licenses are, non-exclusive, non-transferable and subject to compliance with the usage, rights and restrictions set forth in the Agreement and solution description on the quotation. 4. Billing based on Customer Delays. 4.1 All installations of the EOI Solutions shall commence no later than ninety(90)days from the date Philips received a customer order for such solution("EOI Solution Required Installation Commencement Period"). Philips shall have the right to commence billing on the earlier of(i) License Commencement Date or (ii)expiration of the Required Installation Commencement Period, the later only to extent installation of an EOI Solution on a Customer Provided Hardware has not started. In all cases,acceptance for EOI solutions occurs on the License Commencement Data shall mean the date Philips makes the EOI Solution available for use to Customer upon completion of installation of such licensed software on the Customer Provided Hardware. Customer shall pay such invoices per the payment terms of the Agreement. 5. Philips Ownership in the EOI Solutions. 5.1 The Licenses granted under these Philips Additional Terms and Conditions of Sale for all EOI Solutions offered under Sections 3.1.2-3.1.4 of this schedule shall not affect the exclusive ownership by Philips of the Licensed Software or of any trademarks,copyrights, patents,trade secrets, or other intellectual property rights of Philips (or any of Philips'suppliers)relating to the Licensed Software. Except for the licenses set forth in this exhibit for the term (under options offered per subsections 3.1.2-3.1.4), Philips retains all rights, title, and interest to all CL intellectual property in or arising from the Licensed Software. 12 6.Statement of Work for all PerformanceBridge Solutions Subscription&Data Usage. 6.1 A Statement of Work identifying the License criteria(as indicated above in Section 3.1.6), Customer's&Philips responsibilities for software implementation,training and/or any Assessment deliverables(as applicable)must be signed in writing by both parties and submitted with Customer's purchase order. As part of the PerformanceBridge Practice Solution, Philips shall provide benchmarking information to all of its customers in general about the customer user base as it applies to their use of the PerformanceBridge Practice Solution as a whole and best practice information based on lessons learned by our users. However, in doing so, Philips shall de-identify Customer data. Philips may use Customer information in support of such benchmarking deliverable and such process of de-identification shall occur on Customer's premises. Separation of such from the benchmarking database is impossible,therefore Philips shall have the right to continue using such data upon expiration of this Agreement; provided that, Philips protects it and indemnifies for such use pursuant to this Section 6. In no event shall Philips use Customer's name in a press release or marketing materials,without the express written consent of Customer. Philips does reserve the right,and may,use benchmarking information in marketing materials or advertising to extent made in compliance with this Agreement and not attributed to one (n specific customer. Philips may use such de-identified information to improve the EOI Solutions, including serviceability thereto, as well as the Philips products to which such de-identified data arose. In all cases,such improvements are made available for purchase to all EOI customers. Philips shall defend, indemnify, and hold Customer harmless from any breach of its obligations under this Agreement with respect to permitted use of de- identified data for benchmarking purposes, marketing, advertising, or improving the serviceability of the EOI Solutions. 6.2 In the case of PerformanceBridge,a Philips'Solution Advisor shall perform the tasks set forth under the product (n description for such service on the quotation and/or Statement of Work. This includes all training, report E generation,and annual meeting deliverables listed on the quotation and/or Statement of Work for such person. Philips retains all rights,title,and intellectual property, in all ideas,methods,or algorithms used by the Solution Advisor to fulfill any obligations under a quotation. Customer does own a copyright to the specific Customer reports delivered by the Solution Advisor; provided that, Customer receives a perpetual, irrevocable, non- transferable license to use such reports to support customer's workflow improvement and technician training internal business purposes. The Solution Advisor is not customizing software code or reporting generation features. All rights, title, and interest, in the Licensed Software used to generate the reports and the ) PerformanceBridge solution remains with Philips, except for the Licenses granted hereunder to Customer and the copyright to the Customer report delivered to Customer. Notwithstanding the foregoing, Customer owns all = Customer data. Philips may solely use such data to fulfill its obligations and per this Agreement. CL 7.Customer Provided Hardware/Customer Managed IT Support Structure. 7.1 Customer Provided IT Infrastructure. Customer shall be responsible to procure all hardware(including server, storage,and client devices)and network bandwidth as set forth in the Statement of Work("Customer Provided Hardware&IT Infrastructure"). In all cases, Customer shall be solely responsible to manage anti-virus threats as it applies to the Licensed Software and backing-up data on a daily basis.Therefore, Customer is responsible for all data loss; except for data loss solely arising from Philips providing maintenance and support on the Philips Standard Terms and Conditions of Sale Rev Q.2 Page 49 of 52 danuag,2021 Packet Pg.871 C.27.b Licensed Software remotely;further provided,Philips responsibility in such instance shall be limited to the period of time preceding that date that Customer was obligated to perform data back-up hereunder. 7.2 Customer Client Device Types. EOI Solutions may solely be used with client device types and minimum configuration specifications set forth on the quotation. In all cases, EOI Solutions are not designed nor recommended for mobile device use. Philips shall not be responsible for issues arising therefrom. 7.3 Third Party Interfaces for DoseWise. All license fees for DoseWise are for use with Philips products only. Use beyond Philips products are Customer's sole responsibility,risk and cost,including interfacing the EOI Solution with a non-Philips original equipment manufactured medical device product. 0 . 0 c� 0 CL 4- 0 C 0 0 CJ CL E Philips Standard Terms and Conditions of Sale Rev Q.2 Page 50 of 52 .lanuag,2021 Packet Pg.872 C.27.b Schedule 9-A Annual Maintenance and Support for the EOI Solutions 75 1. TELEPHONE AND REMOTE SUPPORT. 0 1.1 Telephone Support. Telephone and Remote Support coverage is included with all software maintenance agreements. Technical and Clinical Telephone and Remote Support coverage services are available twenty- four hours per day,seven days per week including Philips recognized holidays. 1.2 Remote Access&Diagnostics. Philips may remotely access the EOI Solution to perform Services. Customer shall provide Philips remote access to the EOI Solution. 0 1.3 On-Site Software Resolution Response. Philips primary method for software services is telephone and Philips Remote Services("PRS"). Philips,at its sole discretion,may provide on-site software support services to resolve software issues that cannot be resolved through Philips' primary resolution method. On-site service is next business day, Monday through Friday 8:00 a.m.to 5:00 p.m. local time,excluding Philips recognized holidays, and includes labor and travel necessary for the delivery of corrective services. 1.4 InCenter Access. Philips will provide Customer access to Philips web based support tool for the system(s) covered under this Agreement. 0 1.5 Online Education. Customer shall be entitled to unlimited access to the virtual classroom at the online Philips y Learning Center during the term of the Agreement. 2. INTERFACE SUPPORT. Philips supports DICOM and HL7ommunication to and from the EOI Solution as per Philip's standard specifications as published per message type. In the case of new software versions provided CL hereunder, Philips shall provide the following: 12 2.1 If the EOI Solution, interoperability mapping engine, or biomedical device is upgraded to the latest version, Philips will restore inbound and/or outbound communication to the pre-upgrade condition 2.2 Philips' interface support does not include the modification of any interface due to interface changes in third party hardware or software or replacement of Philips interoperability mapping engine product with a different interoperability engine product. In the case of a planned upgrade of the EOI Solution that involves modifications to the interface specifications,Philips requires that detailed technical information on such modifications be made available to Philips at least ninety(90)days in advance of the planned upgrade. In such a case, Philips shall work with the third party to understand changes in interface specifications and format and may modify and upgrade the EOI Solution to support such new interface specifications at a schedule and additional cost to be mutually approved by Philips and the Customer. Philips is not responsible for issues arising from third party modifications to their software or interfaces that result in errors fielding inquires or sending data to an EOI Solution. C 3. SOFTWARE VERSIONS AND UPDATES. If a new software version or update is available for the EOI Solution,and the requirements of the Agreement are satisfied,then Philips will upgrade the EOI Solution application software during the term of the Agreement as follows: 0 3.1 Philips will provide new software versions and updates of software for the licensed EOI Solution applications originally purchased by Customer. Third party software including, but not limited to client and server operating system licenses to use such updates, database software licenses, and anti-virus software is not included. cc Hardware updates and replacement are not included. (n E 3.1.1 Functionality. Customer is entitled to updates and upgrades for the EOI Solution applications Philips makes generally commercially available to customers having maintenance and support on the same EOI Solution application with the same software version and purchased options, original purchased by Customer, except for professional services fee with respect to upgrades. Customer acknowledges that certain functionality in current and previous software versions may not be available in future new software versions. 3.1.2 Hardware updates and replacement. Software versions, updates and fixes may require hardware updates or replacement. Customer is responsible for any such hardware updates or replacements. Upgrade installation and clinical support of the installation are subject to the terms of this Agreement. CL 3.2 To receive a new software version: 3.2.1 Customer must be in compliance with all terms and conditions of this Schedule and the Philips standard terms and conditions of Sale,including the availability of PRS capability and access to the EOI Solution by Philips personnel; Philips Standard Terms and Conditions of Sale Rev Q.2 Page 51 of 52 danuag,2021 Packet Pg.873 C.27.b 3.2.2 Customer must identify one Customer representative, in writing to Philips, that will manage and be responsible for Customer's selection and scheduling of new software version installations under this Exhibit;and 3.2.3 The EOI Solution that will receive the version or update must meet the specifications of the new software version. Customer shall provide the EOI Solution hardware or software necessary to meet such specifications. **Unless specifically included elsewhere in this Agreement,software versions and updates do not include: applications that were not purchased with the EOI Solutions, including any third party software, such as virus protection software,third party custom interface software,operating system software for client device or server hardware.) 4. CUSTOMER SUCCESS MANAGEMENT SERVICES. During the term of the Agreement, Philips will assign a resource familiar with the Customer account,key stakeholders,and contract coverage to provide the following: 0 4.1 If applicable, Philips will schedule and deliver a remote coverage and status review meeting annually, at a mutually agreeable date and time. The status meeting will focus on available entitlements and planning. The status review may outline all EOI Solution service issues resolved during the previous period, and review any open or unresolved issues. 4.2 Prior to delivering any new software version, Philips will coordinate with the Customer assigned resource to identify and mitigate dependencies relative to the software upgrade and other service agreement entitlements. 4.3 The parties will develop a dependency mitigation plan to address resource needs, hardware needs,operating system requirements, interoperability and other dependencies for the deployment of new software upgrade. 5. ANNUAL REVIEW. If applicable, Philips and Customer will annually review the EOI Solutions covered by the CL Agreement to match quantities of equipment, connections, site or annual exam volumes being used by Customer L- and to adjust price if actual usage exceeds any licenses purchased. 12 0 4- 0 C 0 0 CJ CL E Philips Standard Terms and Conditions of Sale Rev Q.2 Page 52 of 52 .lanuag,2021 Packet Pg.874 C.27.c PHILIPS HEALTHCARE P" I L I P S 222 Jacobs Street,31 Floor Cambridge,MA 02141 Tel:(800)934-7372 Fax:(800)947-3299 AMENDMENT BETWEEN PHILIPS HEALTHCARE A DIVISION OF PHILIPS NORTH AMERICA LLC ("Philips") and Monroe County Fire Rescue("Customer") DATED: May 22,202I The following provisions of Philips' Quotation No.2301168640 dated April 19,2021 are hereby amended as follows: QUOTE Delete the following language in its entirety from page I of the quote: Payment Terms: Within 30 days due net and insert in its place: Payment terms shall be in accordance with the Florida Local Government Prompt Payment Act,Florida Statutes Chapter 218.Phillips shall submit to Customer invoices with supporting documentation acceptable to the Monroe County Clerk Of Court, Acceptability to the Clerk is based on generally accepted accounting principles and such law,rules and regulations as may govern the Clerk's disbursal of y funds. PHII,IPS STANDARD TERMS AND CONDITIONS OF SALE CL Delete Section 5 in its entirety: By signing the quotation or issuing a purchase order for the products described,Customer hereby grants 76 to Philips a purchase money security interest in the products until all payments have been made. Philips may file a financing statement for such security interest and Customer shall sign any financing statements or other documents necessary to perfect Philips' security interests in the products. Where permitted by applicable law, Customer's signature on the quotation or on a 76 purchase order issued as a result of the quotation gives Philips the right to sign on Customer's behalf, and file any financing statement or other documents to perfect Philips' security interest in the product. Delete section 7.3 in its entirety: PHILIPS MAKES NO WARRANTY AND ASSUMES NO LIABILITY FOR THE FITNESS OR E ADEQUACY OF THE SITE IN WHICH THE PRODUCT IS TO BE INSTALLED OR USED. EXCEPT OTHERWISE PROHIBITED BY STATE LAW OR STATE CONSTITUTION CUSTOMER SHALL INDEMNIFY DEFEND,AND HOLD HARMLESS PHILIPS AND ITS AFFILIATES AGAINST ANY CL COSTS, LOSSES, EXPENSES, PHYSICAL PROPERTY DAMAGE, AND/OR THIRD PARTY CLAIMS, INCLUDING SUBROGATION CLAIMS, COLLECTIVELY ALL THE FOREGOING ARISING FROM OR RELATING TO CUSTOMER'S SITE PREPARATION RESPONSIBILITIES. And insert in its place PHILIPS MAKES NO WARRANTY AND ASSUMES NO LIABILITY FOR THE FITNESS OR ADEQUACY OF THE SITE IN WHICH THE PRODUCT IS TO BE INSTALLED OR USED. TO THE EXTENT SET FORTH IN FLORIDA STATUTE 768.28, CUSTOMER SHALL INDEMNIFY DEFEND,AND HOLD HARMLESS PHILIPS AND ITS AFFILIATES AGAINST ANY COSTS, LOSSES,EXPENSES,PHYSICAL PROPERTY DAMAGE,AND/OR THIRD PARTY CLAIMS, ManroeCountyFireRescue Page 1 of 12 Quote 23 011 6864 0Amendment 05272021_LH CDSR-1278952 Packet Pg.875 C.27.c PHILIPS HEALTHCARE 222 Jacobs Street,3"Floor Cambridge,Iv3A 02141 PH L Tel:(800)934-7372 Fax:(800)947-3299 INCLUDING SUBROGATION CLAIMS, COLLECTIVELY ALL THE FOREGOING ARISING FROM OR RELATING TO CUSTOMER'S SITE PREPARATION RESPONSIBILITIES. Delete the last sentence in Section 17.6 in its entirety Customer's additional or different terms and conditions,whether stated in a purchase order or other document issued by Customer, are specifically rejected and shall not apply to the transactions a contemplated by the quotation. And insert in its place Customers additional terms as included in the Addendum to Philips Standard Terms and Conditions of Sale attached hereto and incorporated herein shall apply. Philips' Quotation 2301168640 dated April 19,2021 including the descriptions of the items of equipment,together with this Amendment represents the entire agreement between the parties and supersedes all previous communications,representations,agreements and negotiations between the parties on this matter. Any modification,amendment or supplement shall not be binding unless it is in writing and signed by an authorized representative of Monroe County Fire rescue and Philips Healthcare a division of Philips North America LLC. 0 The offer to enter into this Amendment is valid 90 days from May 27, 2021 y Accepted and agreed by: Monroe County Fire Rescue Philips Healthcare a division of Philips North CL Am�periica,LLLCgy/� q® V Signature: signature: 2 V 0, Printed Name: Printed Name: Title: Title: Date: Pate: E MO NRIOE COUNTYATTOFINEY � I 1 OVE FOLy E E PRM ED Q.l. C _ ASSIS f ATTORNEY CI- Date 6/2/21 MvnroeCountyFireRescue Page 2 of 12 Quote 2301168640Amendment 05272021_LH CDSR-1278952 Packet Pg.876 C.27.c gHlLiPS HEALTHCARE 13h HE I L I P 222 Jacobs Street,YJ Floor Cambridge,MA 02141 Tel:(800)934-7372 Fax:(800)947-3299 Addendum to PHILIPS Standard Terms and Conditions of Sale rev, .2 Client Agreement dated 1) Books,Records and Documents. Philips shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with International Financial Reporting Standards(IFRS).Records shall be retained for a period of seven years from the termination of this agreement or for a period of three years from the submission of the final expenditure report as per 2 CFR §200.333, whichever is greater. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for seven years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to Philips pursuant to this E Agreement were spent for purposes not authorized by this Agreement,or were wrongfully retained by Philips, then Philips shall repay the monies together with interest calculated pursuant to Sec. y 55.03, of the Florida Statutes, running from the date the monies were paid by the County. CL 2) Severability. If any term, covenant, condition or provision of this Agreement (or the 0 application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Philips agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 3) Attorney's Fees and Costs. The County and Philips agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement CL or interpretation of this Agreement, the prevailing parry shall be entitled to reasonable attorney's fees,court costs,investigative,and out-of-pocket expenses,as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. MonroeCountyFireRescue Page 3 of 12 Quote 2301168640Amendment 05272021 LH CD5R-1278952 Packet Pg.877 C.27.c PHILIPS HEALTHCAREmop"' mnm I U PS 222 Jacobs Street,3"d Floor Cambridge,MA 02141 Tel:(800)934-7372 Fax:(800)947-3299 4) Binding Effect. The terms,covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Philips and their respective legal representatives, successors, and assigns. 5) Authority. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 6) Adjudication of Disputes or Disagreements. County and Philips agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. The County and Philips representative shall try to resolve the claim or dispute with meet and confer sessions. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law.This Agreement is not subject to arbitration. 7) Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation,execution,performance,or breach of this Agreement,County y and Philips agree to participate, to the extent reasonably required by the other party, in all e proceedings, hearings, processes, meetings, and other activities related to the substance of this CL Agreement or provision of the services under this Agreement. County and Philips specifically 0 agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 8) Nondiscrimination. The parties agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred,this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order; provided such termination shall not relieve a party of the obligation to pay for goods or services delivered prior to the termination date. The parties agree to comply with all Federal and Florida statutes, and all E local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352), which prohibit discrimination in employment on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC §§ 1681-1683, and 1685-1686), which � prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as e amended (20 USC § 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended(42 USG §§ 6101-6107), which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended,relating to nondiscrimination on the basis of drug abuse;6)The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 616), as amended,relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public MouraeCountyFireRescue Page 4 of 12 Quote 2301158640Amendment 05272021_W CDSR-1278951 Packet Pg.878 C.27.c PHILIPs HEALTHCARE 222 Jacobs Street,3"'Floor Cambridge,MA 0214i m V=` H I L EF a ft TeL(800)934-7372 Fax:(800)947-3299 Health Service Act of 1912, §§ 523 and 527 (42 USC §§ 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC §§ 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC §§ 12101), as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion,national origin, ancestry, sexual orientation, gender identity or expression,familial status or age;and 11)any other nondiscrimination provisions in any federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 9) Covenant of No Interest. County and Philips covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement,and that only interest of each is to perform and receive benefits o as recited in this Agreement. 10) Code of Ethics. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as y delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or c acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 0 11) Public Records Compliance. Philips must comply with applicable Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. To the extent required by applicable law, the County and Philips shall allow and permit reasonable access to, and inspection of, all documents,records,papers,letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119,Florida Statutes,and made or received by the County and Philips in conjunction with this contract and related to contract performance. The County shall not have the right to access E proprietary or confidential information. The County shall have the right to unilaterally cancel this contract upon violation of this provision by Philips; provided such termination shall not relieve a party of the obligation to pay for goods or services delivered prior to the termination date. Failure CL of Philips to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and,if it c is the prevailing party,be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. Philips is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, Philips is required to: MonroeCountyFireRescue Page 5 of 12 Quote 2301168540Amendment 05272021_LH CDSR-1278952 Packet Pg.879 C.27.c PHILIPS HEALTHCAREAm 222 Jacobs Street,31�Floor Cambridge,MA 02141 P I L I F Q2 TO:(800)934-7372 Fax:(800)947-3299 (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records,provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of Philips or keep and maintain public records that would be required by the County to perform the service. If Philips transfers all public records to the County upon completion of the contract, Philips shall destroy any duplicate public records that are exempt or confidential and e exempt from public records disclosure requirements.If Philips keeps and maintains public records upon completion of the contract,Philips shall meet all applicable requirements for retaining public E records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology y systems of the County. e (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall 0 immediately notify Philips of the request, and Philips must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If Philips does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by Philips. An entity who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 119.10,Florida Statutes. Philips shall not transfer custody,release,alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by lava. IF PHILIPS HAS QUESTIONS REGARDING THE .APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PHILIPS DUTY TO PROVIDE e PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292-3470, BRADLEY-BRIAN@MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE, 1111 12th STREET, SUITE 408,KEY WEST, FL 33040. MonroeCountyFireReseue Page 6 of 12 Quote 2301168640Amendment 0527202I_LH COSR-1278952 Packet Pg.880 C.27.c PHILIPS HEALTHCARE 222 Jacobs Street,3'Floor Cambridge,MA 02141 1 U Tel:(800)934-7372 Fax!(800)947-3299 12) Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and Philips in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision y for waiver. 0 13) Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees e outside the territorial limits of the County. 14) Legal Obligations and Responsibilities: Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as,relieving any participating y entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not 4- intended to,nor shall it be construed as,authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. 15) Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-parry claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and W Philips agree that neither the County nor Philips nor any agent,officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group E of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 16) Attestations. Philips agrees to execute such documents as the County may reasonably c require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement(Attachment 1). 17) No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of the parties in his or her individual capacity, and no member, officer, agent or employee of the parties shall be liable MonroeCountyFireRescue Page 7 of 12 Quote 2301158640Amendment 05272021 LH CDSR-1278952 Packet Pg.881 C.27.c PHILIPS HEALTHCARE 222 Jacobs Street,3`d Floor Cambridge,MA 02141 PH I L I P S Tel:(800)934-7372 Fax:(800)947-3299 personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 18) Insurance Requirements. Philips shall furnish Certificates of Insurance indicating the required coverage limitations as set forth in Exhibit A-I through A-4 inclusive. y 0 Monroe County Chief Date 0 Philips North America LLC E Print name: CL Date CL ManroeCountyFireRescue Page 8 of 12 Quote 2301168540Amendment 05272021 LH CDSR-1278952 Packet Pg.882 C.27.c PHILIPS HEALTHCARE 222 Jacobs Street,31 Floor Cambridge,MA 02141 1 Ll Pol S Tel:(800)934-7372 Fax:(800)947-3299 ATTACHMENT 1 0 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a y CONTRACTOR, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." have read the above and state that neither Philips Healthcare a division of Philips North America LLC (Respondent's name) nor any Affiliate has been placed on the convicted vendor list within the last 36 months. 2 (Signature) Tk./ Date: STATE OF: S S A C 0 5'o e 9 m COUNTY OF: Subscribed and sworn to (or affirmed) before me, by means of ❑ physical presence or ❑ online notarization, on (date) by (name of afFiant). He/She is personally known to me or has produced (type of identification) as identification. NOTARY PUBLIC My Commission Expires: MonroeCountyFireRescue Page 9 of 12 Quote 2301158640Amendment 05272021_LH CDSR-1278952 Packet Pg.883 C.27.c PHILIPS HEALTHCARE 222 Jacobs Street,3"Floor W IN I" Cambridge,MA 02141 1 Ll Tel:(800)934-7372 Fax:(800)947-3299 SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE Philips Healthcare a division of Philips North America LLC (Company) "...warrants that helit has not employed, retained or otherwise had act on his/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010- 1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010- 1990. For breach or violation of this provision the County may, in its discretion, terminate y this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, E percentage, gift, or consideration paid to the former County officer or employee." (Signature) CL Date: L. V/� Z 2 STATE OF: LL Cam. -- COUNTY OF: 76 Subscribed and sworn to (or affirmed) before me, by means of ❑ physical presence or ❑ online notarization, on (date) by (name of affiant). He/She is personally known to me or has produced (type of identification) as identification. NOTARY PUBLIC My Commission Expires: MonroeCountyFireRescue Page 10 of 12 Quote 2301168640Amendment 05272021_LH CDSR-1278952 Packet Pg.884 C.27.c PHILIPS HEALTHCARE 222 Jacobs Street,31 FloorH I L I Cambridge,MA 02141 Tel:(800)934-7372 Fax:(800)947-3299 VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS y Project Description(s): Respondent Vendor Name: Philips Healthcare a division of Philips North America LLC Vendor FEIN: 133429115 _ c Vendor's Authorized Representative Name and Title: Mark O'Malley, Sr. Contract Manager y Address: 222 Jacobs Street , 3rd Floor E City: Cambridge State: MA Zip: 02141 Phone Number: 978 809-5163 Email Address: mark.omalley@,philips.com CL Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal, the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is < engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a '✓ company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of $1,000,000 or more, that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector Lists which were created pursuant to s. 215.473, Florida Statutes, or is engaged in business operations in Cuba or Syria. As the person authorized to sign on behalf of Respondent, I hereby certify that the company identified above in the Section entitled "Respondent Vendor Name" is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel CL .. and for Projects of$1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged in business operations in Cuba or Syria. understand that pursuant to Section 287.135, Florida Statutes, the submission of a false certification may subject company to civil penalties, attorney's fees, and/or costs. I further understand that any contract with the County may be terminated, at the option of the County, if the company is found to have submitted a false certification or has been placed MonroeCountyFireRescue Page 11 of 12 Quote 2301168640Amendment 05272021_LH CDSR-1278952 Packet Pg.885 C.27.c PHILIPS HEALTHCARE W%Z SIR Wks PH Jacobs Street,3d Floor Cambridge,MA 02141 Tel:(800)934-7372 Fax:(800)947-3299 on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or been engaged in y business operations in Cuba or Syria. 0 Certified By: who is authorized to sig on behalf of the a ove erenced company. Authorized Signature: Print Name: Duo,r �� C7¢ McO it Title: S-tA u r �r� 0 Note: The List are available at the following Department of Management Services Site: http://www.dms.myflorida.com/business_operations/state_purchasing/vendor_informatio n/convicted_suspended_discriminatory_complaints_vendor lists y 0 2 CL MonroeCountyFireRescue Page 12 of 12 Quote 2301158540Amendment 05272021 LH CDSR-1278952 Packet Pg.886 C.27.d 2018 Edition GENERAL LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND 0 Prior to the commencement of work governed by this contract, the Contractor shall obtain Commercial General Liability Insurance. Coverage will be maintained throughout the life of the contract and include, as a minimum: .� • Premises Operations • Products and Completed Operations • Blanket Contractual Liability 0 • Personal Injury Liability The minimum limits acceptable is: $500,000 Combined Single Limit(CSL) 0 An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. 2 In addition, the period for which claims may be reported should extend for a minimum of twelve e (12) months following the acceptance of work by the County. 12 The Monroe County Board of County Commissioners will be named as Additional Insured on all policies issued to satisfy the above requirements. X GL2 Administrative Instruction 7500.9 Packet Pg.887 C.27.e 2018 Edition WORKERS' COMPENSATION INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND 0 Prior to the commencement of work governed by this contract, the Contractor will obtain Workers' Compensation Insurance with limits sufficient to respond to applicable Workers' Compensation state statutes and the requirements of Chapter 440, Florida Statutes. .� In addition, the Contractor will obtain Employers' Liability Insurance with limits of not less than: 0 $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease, each employee E Coverage will be maintained throughout the entire term of the contract. 0 Coverage will be provided by a company or companies authorized to transact business in the State of Florida. 2 CL If the Contractor has been approved by the Florida's Department of Labor, as an authorized self- insurer, the County may recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance, providing details on the Contractor's Excess Insurance Program. If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the Contractor may be required to submit updated financial statements from the fund upon request from the County. WC1 Administrative Instruction 7500.7 87 Packet Pg.888 C.27.f 2018 Edition MEDICAL PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Recognizing that the work governed by this contract involves the providing of professional c medical treatment, the Contractor will purchase and maintain, throughout the life of the contract, Professional Liability Insurance which will respond to the rendering of, or failure to render medical professional services under this contract. .� The minimum limits of liability are: 0 $1,000,000 per Occurrence/$3,000,000 Aggregate 0 If coverage is provided on a claims made basis, an extended claims reporting period of four (4) years will be required. E 0 CL 2 Cn X CL MED3 Administrative Instruction 7500.9 Packet Pg.889 C.27.g 2018 Edition CYBER LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND y 0 Prior to the commencement of work governed by this contract, the Contractor will obtain Cyber Liability Insurance. Coverage will be maintained throughout the life of the contract and include the following coverages: .� • Data Breach Network Security Liability • Internet Media o • Network Extortion • Regulatory Proceedings • PCI Fines and Costs 0 The minimum limits acceptable is: $1,000,000 CL 0 0 X CL CL1 Administrative Instruction 7500.9 Packet Pg.890 C.27.h IntelliSpace Corsium Data Management Solution Agreement 75 Philips Healthcare, a division of Philips North America LLC ("Philips")provides Subscription Service to Monroe County Fire Rescue located at , 490 63rd Street, Ocean , Suite 140, Marathon FL 33050 ("Subscriber" or "Customer")according to these terms(the"Agreement"). This Agreement incorporates the following documents: (i)the Acceptable Use Policy, attached as Schedule A to this Agreement(the"Acceptable Use Policy'), (ii)the W Service Level Agreement,attached as Schedule B to this Agreement(the"SLA"), and (iii)the Service Description that describes the Subscription the Customer is able to purchase and the applicable fees, which is attached hereto as Schedule C (the "Service Description"), (iv)the Transport Account Details setup form that provides the customer information needed to set up a Subscriber's subscription is attached hereto as Schedule D (the "Transport Account Details") and (v) Schedule E, Business Associate Addendum. The term "Subscription Agreement" or"Agreement" in any of these documents refers collectively to the entirety of this document. This Agreement will take effect as of the date of signature below(the"Effective Date"). 1. SUBSCRIPTION SERVICE 1.1 Subscription Term. The term of this Subscription is one year of access to the Subscription Service. W Customer may extend the term by purchasing additional years of access. The subscription will begin on the first day of the month after the effective date and will continue until terminated by either party in W accordance in Section 4 Subscription Service Termination. 1.2 Subscription Fee. 1.2.1 Philips will invoice and customer will pay subscription fees defined in the quotation in accordance with the Florida Local Government Prompt Payment Act, Florida Statutes Chapter 218. Phillips CL shall submit to Customer invoices with supporting documentation acceptable to the Monroe County Clerk Of Court, Acceptability to the Clerk is based on generally accepted accounting principles and such law, rules and regulations as may govern the Clerk's disbursal of funds. > 1.2.2 Payment Methods. Payments may be made by check, ACH or wire. Philips does not accept transaction fees for wire transfers. 0. 1.2.3 If the quotation indicates net prices that are each associated with a payment method, then Philips will invoice Customer, and Customer will pay, the net price that corresponds to Customer's elected payment method. 1.3 Subscription Service. Philips will provide Subscriber access to use the Subscription Service according to the Service Description during the Term. Philips account manager and Customer will complete the T_ Transport Account Details Setup Form located in Schedule D to enable set up of Subscription Service. 1.4 Subscription Service may be updated at Philips'discretion; however, Philips will notify Subscriber if there are updates that materially diminish the Services. Subscription does not guarantee additional future functionality or features. 1.5 Provisioning. Subscription Service may require implementation or configuration services. Subscriber must designate an administrator for Subscriber's organization (the "Administrator"), who will be responsible for setting up the accounts, designating the roles, and determining the access levels of its employees and agents to the Subscription Service. 1.6 Subscription Use. Philips grants to Subscriber a nonexclusive, nontransferable right to use Subscription Service for Subscriber's business purposes, subject to these terms and conditions ("Subscription"). cn Subscriber is responsible for its use of and results from Subscription Service and will use Subscription E Service according to Philips' policies, and these terms and conditions. W 1.7 Data Storage. Philips will provide Subscriber with 3GB/device/year of Data storage. Philips will notify the Subscriber in advance if its use of such Data storage will reach the provided amount of Data storage. At any time, Subscriber may purchase additional storage. If Subscriber stores more Data than the 3GB/device/year provided by Philips, plus any additional purchased storage, then Philips may invoice (and Subscriber will pay)Subscriber for this additional Data storage at its then current rates(which will be W provided to Subscriber upon request). 1.8 Support. Philips will deliver and support this Subscription Service globally, using hosting facilities in different locations across the world. Subscription Service includes email and telephone support Customer Care Solutions Center (CCSC) (1-800-722-9377) Monday through Friday, 8am EST— 8pm EST twelve (12) hours a day, and according to Philips'current support policies,which is attached as Schedule B and y these terms: 1.8.1 Philips' standard support generally includes: (1) commercially reasonable efforts to resolve problems that cause Application functionality not to perform substantially as described in the CL Documentation; (2) remote assistance and troubleshooting advice for trained Subscriber personnel to determine cause and address technical problems with Subscription Service; (3)information and status updates for known Application functionality technical issues; and (4) periodic "as available" updates or upgrades to Subscription Service. Subscriber may need to identify the User to Philips for electronic access to test a problem condition or assist in problem resolution. Philips will use commercially accepted efforts, but support may be unable to resolve Corsium Template V1 Page 1 of 15 Sept 2020 Packet Pg.891 C.27.h minor or partial loss of functionality, intermittent problems, or minor degradation of operations. �+ 1.8.2 The distributor or Philips Field Sales organization provides telephone and email support for 75 m Subscription Service as defined in your agreement with them. As applicable, Philips or the 0 authorized Philips distributor will use commercially reasonable efforts to respond to support requests as soon as possible. Subscription Service and support may be unavailable due to scheduled downtime, maintenance,or circumstances beyond Philips' reasonable control. Philips may schedule downtime at any time if Philips reasonably determines that not acting immediately could be harmful to Philips or Subscriber. Philips will use commercially reasonable efforts to contact the Technical Contact listed as Administrator within an organization's account prior to any scheduled downtime. 1.8.3 Philips is not responsible or liable for support or Subscription Service interruption or problems due to: (1) Subscriber systems, information, content, software, scripts, data, files, application programming, web servers or service, materials, equipment, acts or omissions of Subscriber or its agents; (2)virus or hacker attacks unless Philips is negligent; (3) circumstances beyond Philips' reasonable control; (4) intentional shutdown for emergency intervention or security incidents; (5) Subscriber configuration changes; (6) Subscriber's failure to comply with Philips' W security and upgrade policies; (7) internet or other connectivity issues between Subscriber's network and Subscription Service or Philips' network,or any other network unavailability outside of the Philips network; (8) Subscriber's untrained use of the Subscription Services; (9) y Subscriber's use of Subscription Service not in accordance with this Agreement; (10) Subscriber's failure to comply with the Acceptable Use Policy; (11)acts or omissions of a party 2 other than Philips or its agents. CL 1.9 Training. Philips will provide training on (i)the use of the Subscription Service and (ii)uploading data from devices to the Subscription Service. 1.10Service Level Agreement. Philips will provide the service support described in the SLA. 0 2. SUBSCRIBER RESPONSIBILITIES 2.1 Subscriber will: 2.1.1 Be responsible for its activity through Subscription Service and ensure Users comply with these terms; r cv 2.1.2 At termination of the agreement, be responsible for (a) the export of any patient data that CD Subscriber wants to retain and (b)deletion of all Subscribers' data. After the termination of the agreement period, (i)Subscriber will not be able to access the Subscriber's data and (ii) Philips will have no obligation to provide Subscriber with any of Subscriber's data. Philips cannot guarantee that it will be able to access Subscriber's data, and any attempt would be on a time and materials basis; 2.1.3 use current Subscription Service and install and use Client Software and any updates according to the Documentation and these terms; 2.1.4 be responsible for the accuracy, quality, legality, integrity, ownership, and acquisition of Subscriber Data unless such Subscriber Data is erroneous) altered after data entry b the Y Y Y Subscription Service; 2.1.5 prevent unauthorized access to Subscription Service and Client Software, Subscriber User y credentials, IDs, and passwords; 2.1.6 comply with laws and regulations in using Subscription Service and Client Software, including data privacy, transmission of technical or personal data, and spam; 2.1.7 notify Philips immediately of unauthorized access to, or known or suspected breach of security for, Subscription Service or Client Software, and use reasonable efforts to immediately stop unauthorized access or a known or suspected violation of law or these terms; 2.1.8 be responsible for properly configuring, programming and operating Subscriber's hardware, software,web sites, content, telephone, and internet connections to allow access to, and use of, Subscription Service and Client Software; 2.1.9 comply with Philips' Acceptable Use Policy (attached as Schedule A) for using Subscription _ Service and Client Software; and 2.1.10 ensure that Users are adequately trained to use Subscription Service. 2.2 Subscriber will not: y 2.2.1 make Subscription Service, Client Software, or Documentation available other than to its Users; sell, resell, rent, lease, or sublicense Subscription Service', Documentation, or Client Software; or use Subscription Service to provide time share or other services to third parties; CL 2.2.2 permit a third party to access Subscription Service, Documentation,or Client Software,excluding "Support Centers" permitted by Philips; 2.2.3 create derivative works based on Subscription Service, Documentation or Client Software, copy, Corsium Template V1 Page 2 of 15 Sept 2020 Packet Pg.892 C.27.h frame or mirror any part of Subscription Service, other than copying or framing Subscriber's data �+ m content or intranets for Subscriber's internal business operations; 752.2.4 reverse engineer Subscription Service or Client Software; 2.2.5 access Subscription Service to build a competitive product, service, or to bring an intellectual property infringement suits against Philips,or copy features,functions or graphics of Subscription Service; 2.2.6 use Subscription Service to store or transmit infringing, libelous, or unlawful or tortious material or transmit material in violation of privacy rights; 2.2.7 alter Client Software's copyright or other proprietary rights notices; 2.2.8 use Subscription Service in violation of Philips'Acceptable Use Policy(see Schedule A); or 2.2.9 assert, nor authorize any third party to assert, an intellectual property infringement claim related to the Subscription Service against Philips or any Philips affiliate. 3. SUBSCRIBER DATA 3.1 Processing. Philips will use and process Subscriber Data to the extent necessary for the performance of the Subscription and/or Professional Services. Philips will also collect Subscriber Data that results 0) from the performance of the Subscription Service, including data related to any error, issue, enhancement or operation of the Services, provided that the forgoing does not contain personally identifiable information, and the data that Philips would have independent of Subscriber's use of the Services, ("Philips Data")and Subscriber agrees that Philips shall have all rights and ownership in such Philips Data. Subscriber acknowledges that it may be necessary for Philips to access Subscriber Data 2 to respond to any technical problems or Subscriber queries and to ensure the proper working of the CL Subscription Services. Philips will deliver and support this Subscription Service within the United States. 3.2 Warranty. Subscriber represents and warrants that Subscriber has either ownership or sufficient permission to provide Subscriber Data to Philips for processing as part of the Subscription Service, and that provision of Subscriber Data to Philips will not violate any law, or proprietary or privacy right of any individual. 3.3 Protection. Philips will maintain commercially reasonable administrative, physical, and technical safeguards for protection of Subscription Service that includes Subscriber Data.Any obligation of Philips hereunder notwithstanding, the security of communication sent over the Internet is subject to many factors outside of Philips' control and, as a result, Philips does not guarantee the security or privacy of such communication. Subscriber is solely responsible for the accuracy, security and privacy of the provision of Subscriber Data to Philips. Subscriber acknowledges that Subscriber's own protection of any passwords, access codes or equipment used by Subscriber to access the Subscription Service is an integral part of maintaining the security and integrity of the Subscription Service and Subscriber Data. Philips is not otherwise responsible for transmission of Subscriber Data over the Internet or Subscriber's failure to back up or store Subscriber Data, or deletion, correction, destruction, damage to or loss of Subscriber Data, other than to maintain the specified safeguards. 3.3.1 Backup of Data. Philips will back-up a copy of all Subscriber Data via snapshot. Snapshot are performed automatically daily. Snapshot retention is set to thirty-five 35 days. In case of loss p Y Y� p Y-� ( ) Y of data from the production instance, Philips will restore the data to each day in the prior thirty- five (35)days preceding the loss of data. y 3.3.2 Backup of Database. Philips will automatically back-up the database once per day and will retain each back-up for a maximum of thirty-five (35)days. 3.3.3 Disaster Recovery Warranty. In the event of a loss of data, Philips will use reasonable efforts to restore the most recent stack within ninety-six (96)hours of notice of a loss of data. Philips will use reasonable efforts to make each additional stack available in ninety-six (96)-hour increments thereafter until all data is available. If Philips was not responsible for the loss of data, then Philips may invoice (and Subscriber will pay)Subscriber for this effort to restore the lost data at its then current rates (which will be provided to Subscriber upon request). 3.3.4 If Subscriber requests that its data be restored and Philips is not responsible for the data loss, then Philips will invoice (based on reasonable commercial rates)and Subscriber will pay for _ such restoration. 3.4 Termination. Philips may withhold, remove, or discard Subscriber Data without notice ninety(90)days following termination of this Agreement. y 3.5 Feedback. Subscriber grants Philips a royalty-free,worldwide, perpetual license to use and incorporate into Subscription Service any suggestion,idea,enhancement,feedback,or recommendation Subscriber provides relating to Subscription Service. CL 3.6 BAA.The Parties will enter into a Business Associate Agreement, substantially in the form attached as Schedule E. 4 SUBSCRIPTION SERVICE TERMINATION 4.1 This Agreement will terminate if: Corsium Template V1 Page 3 of 15 Sept 2020 Packet Pg.893 C.27.h 4.1.1 Subscriber fails to pay any undisputed amount due and such failure is not cured within thirty(30) �+ business days of notice from Philips. 75 m 4.1.2 Immediately, if Subscriber breaches any of its obligations in Section 2b. 0 4.1.3 At the end of the Term, but only if a Party notifies the other Party that it does not want to extend the Term and such notice is provided at least thirty(30)days before the end of the Term. 4.2 Upon termination (i)Subscriber's right to use Subscription Service ends, (ii)Subscriber will cease using Subscription Service and, at Philips's direction, return or destroy Philips Confidential Information and Documentation, (iii) Philips will either return in an agreed upon format or destroy Subscriber's Data at Subscriber's option and provide written certification of such destruction or provide Subscriber with access to Subscriber's Data for a period of ninety (90)days upon termination, and (iv) Subscriber will promptly pay Philips all Fees due upon being invoiced. 0 5 LIMITED WARRANTY AND DISCLAIMER. 5.1 EXCEPT AS SET FORTH IN SECTIONS 5(a)AND (b), PHILIPS, ITS AFFILIATES AND LICENSORS DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTEES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, FOR SUBSCRIPTION SERVICE, DOCUMENTATION AND CLIENT SOFTWARE, THEIR USE, SUFFICIENCY, SECURITY, RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, (i) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR (ii) THAT SUBSCRIPTION SERVICE OR CLIENT SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER 2 HARDWARE, SOFTWARE, SYSTEM, OR DATA; (iii) STORED DATA WILL BE ACCURATE OR CL RELIABLE AS PROVIDED TO PHILIPS, ITS AFFILIATES AND LICENSORS; (iv)THE INFORMATION, RESULTS OR MATERIAL OBTAINED BY SUBSCRIBER THROUGH SUBSCRIPTION SERVICE WILL MEET SUBSCRIBER'S REQUIREMENTS OR EXPECTATIONS; (v)ERRORS OR DEFECTS WILL BE CORRECTED; OR (vi) SUBSCRIPTION SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS UNLESS RENDERED UNUSABLE. 5.2 OTHER THAN AS SPECIFIED IN SECTION 5(a) ABOVE, PHILIPS PROVIDES SUBSCRIPTION SERVICE, CLIENT SOFTWARE, DOCUMENTATION, AND ALL CONTENT TO SUBSCRIBER STRICTLY ON AN "AS IS", "AS AVAILABLE" BASIS. SUBSCRIPTION SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET CD AND ELECTRONIC COMMUNICATIONS. PHILIPS IS NOT RESPONSIBLE FOR RESULTING DELAYS, DELIVERY FAILURE, OR DAMAGES UNLESS NEGLIGENT. THIS SECTION 5 AND SECTION 6(c) SPECIFY PHILIPS'S SOLE LIABILITY AND SUBSCRIBER'S EXCLUSIVE REMEDY FOR A SUBSCRIPTION SERVICE, CLIENT SOFTWARE OR DOCUMENTATION WARRANTY CLAIM. 6 LIMITATION OF LIABILITY 6.1 PHILIPS, ITS AFFILIATES AND LICENSORS ("PHILIPS") ARE NOT LIABLE FOR: (i) INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES; (ii) DAMAGES FOR, WITHOUT LIMITATION, INTERRUPTION OF BUSINESS OR OPERATIONS, COST OF COVER, LOST PROFITS, DATA, GOODWILL, BUSINESS OR REVENUE; OR(iii)A CLAIM BROUGHT MORE cn THAN 12 MONTHS AFTER THE EVENT GIVING RISE TO THE CLAIM. E 6.2 PHILIPS HAS UNLIMITED LIABILITY FOR A CLAIM OR DAMAGES, DIRECT OR INDIRECT, FOR W BREACH OF CONFIDENTIALITY AS A DIRECT RESULT OF PHILIPS'S NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION, AND SUBJECT TO THE LIMITATIONS OF SECTIONS 6(a)AND (c). 6.3 NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, EXCEPT FOR A CLAIM FOR DEATH, BODILY INJURY, TANGIBLE PROPERTY DAMAGE, OR WILLFUL MISCONDUCT, PHILIPS'S AGGREGATE LIABILITY FOR ANY CLAIM OR DAMAGES FOR ANY REASON, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, WARRANTY, BREACH OF CONTRACT, TORT, MISREPRESENTATION OR NEGLIGENCE, FOR USE OR PERFORMANCE OF SUBSCRIPTION SERVICE, CLIENT SOFTWARE OR OTHERWISE,WHETHER FORESEEABLE OR NOT, OR WHETHER A REMEDY FAILS TO ACHIEVE ITS ESSENTIAL PURPOSE, IS LIMITED TO ACTUAL, DIRECT DAMAGES NOT EXCEEDING 10 TIMES THE AMOUNT SUBSCRIBER PAID FOR THE PRIOR 12 MONTHS FOR THE SPECIFIC SUBSCRIPTION SERVICE GIVING RISE TO THE _ CLAIM. PHILIPS'S FAILURE TO EXERCISE A RIGHT OR REMEDY IS NOT A WAIVER. THIS SECTION 6 SPECIFIES PHILIPS'S SOLE LIABILITY AND SUBSCRIBER'S EXCLUSIVE REMEDY CL FOR A CLAIM BROUGHT AGAINST PHILIPS. 7 INTELLECTUAL PROPERTY OWNERSHIP 7.1 Philips, its affiliates or licensors own and retain all right, title and interest in all Intellectual Property in Subscription Service, Client Software, Documentation and all derivative works or modifications to the Corsium Template V1 Page 4 of 15 Sept 2020 Packet Pg.894 C.27.h �wr ii�s� forgoing. Philips reserves the right to enforce all its rights and remedies to protect its Intellectual �+ Property. 0 8 INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION 8.1 Subscriber will defend, at its expense, a third party claim against Philips (1)that any product, service, information, data, specification, or material provided by Subscriber, or Subscriber's use of Subscription a Service, violates the law or infringes another party's Intellectual Property or privacy rights or(2)arising from Subscriber's failure to comply with the terms of the Agreement, including breach of any representation or warranty included herein. 8.2 To the extent set forth in Florida Statute 768.28 Subscriberwill indemnify Philips for any damages arising from a claim described in Section 8.1, or for or amounts agreed as, settlement of the claim), provided (1) Philips notifies Subscriber promptly in writing of the claim, (2)Subscriber has sole control over the o defense or settlement, and (3) Philips cooperates with Subscriber, providing all documents and information in Philips's possession relevant to the claim,and Philips makes personnel available to testify or consult with Subscriber as reasonably needed. 8.3 Assumption of Defense. If Subscriber fails to defend or settle a claim according to this Section 8 in a W timely manner, Philips may assume defense of the claim at Subscriber's reasonable expense, and the indemnifying party will reasonably cooperate. Neither party may make an admission of fault on behalf o of the other party without written consent, or agree to the settlement of a claim binding the other party that does not contain a full release of liability for the other party,without written consent. 9 CONFIDENTIALITY CL 9.1 Confidential Information. Whether or not disclosed orally or marked as confidential, Confidential Information includes non-public data, Intellectual Property, financial data and pricing. Confidential Information does not include information that is: (i) publicly available without breach of the Agreement; (ii)reasonably shown to disclosing party's satisfaction by objective data to have been known by receiving party prior to disclosure or independently developed by receiving party subsequent to disclosure without breach of the Agreement-, or iii obtained b receiving art from a third art that is not under 9 (���) Y 9 party party confidentiality obligation to disclosing party for the information; (iv) subject to disclosure pursuant to Florida Public Records Law, Florida Statutes Chapter 119. Receiving party will promptly notify disclosing party if it is compelled by law or a court to disclose Confidential Information and take reasonable actions requested to maintain its confidentiality. 9.2 Non-disclosure. Receiving party will use disclosing party's Confidential Information solely to perform its obligations under the Agreement. Receiving party will take commercially reasonable actions to CD safeguard disclosing party's Confidential Information, no less than the actions taken to protect its own (n Confidential Information. Receiving party must not disclose disclosing party's Confidential Information except to its employees or contractors bound by confidentiality obligations no less restrictive than these terms. Receiving party must promptly notify disclosing party in writing of unauthorized use or disclosure of Confidential Information. Receiving party, at its expense, must take all reasonable actions to recover Confidential Information and prevent further unauthorized use or disclosure, including seizure and injunctive relief. If receiving party fails to timely do so, disclosing party may take any reasonable action to do so at receiving party's reasonable expense, and receiving party will reasonably cooperate. v, E 10 MISCELLANEOUS 10.1Agreement. This Subscription Agreement, the Professional Services Terms (if applicable) and any Service Descriptions defined in Schedule C are the entire agreement governing Subscriber's purchase and use of Subscription Service, and supersedes all other oral or written terms, proposals or representations regarding the subject matter of a Service Description. The terms of the Subscription o Agreement can only be modified b written amendment signed b both parties. 9 Y Y 9 Y p � 10.2Assignment. Subscriber may not assign the Subscription Agreement, a Service Description, its obligations,rights or remedies,in whole or in part,without Philips'priorwritten approval,in its reasonable and sole discretion. — 10.3Force Majeure.Neither party is liable for delay or failing to perform its obligations due to a cause beyond its reasonable control and without fault or negligence, except Subscriber's timely payment obligation. 10.4 Governing Law.All transactions contemplated by the quotation shall be governed by the laws of the state where the equipment will be installed,without regard to that state's choice of law principles, and ®_ expressly excluding application of the Uniform Computer Information Transactions Act(UCITA), in CL any form. EACH PARTY, KNOWINGLY AND AFTER CONSULTATION WITH COUNSEL, FOR ITSELF, IT'S SUCCESSSORS'AND ASSIGNS,WAIVES ALL RIGHT TO TRIAL BY JURY OF ANY CLAIM ARISING WITH RESPECT TO THIS AGREEMENT OR ANY MATTER RELATED IN ANY WAY THERETO. 10.5Export. Subscriber will comply with U.S., foreign, and international laws and regulations including, without limitation, U.S. Export Administration and Treasury Department's Office of Foreign Assets Corsium Template V1 Page 5 of 15 Sept 2020 Packet Pg.895 C.27.h Control regulations, and other export and import regulations. Subscriber agrees: (i) the export, re- �+ export, transfer, re-transfer, sale, supply, access to, or use of Trial Subscription Service to or in a m country other than the country in which Trial Subscription Service is provided to Subscriber, or to, by, 0 or for a different end user or end use, may require a U.S. or other government license or authorization; and (ii)not to, directly or indirectly, export, re-export, transfer, re-transfer, sell, supply, or allow access to or use of Trial Subscription Service to, in, by, or for sanctioned, embargoed,or prohibited countries, persons,or end use under U.S. or other law(collectively, "Prohibited Use"). Subscriber is responsible for screening for Prohibited Use and obtaining required license or authorization and will indemnify Philips for Subscriber's violation of export control and economic sanction laws and regulations. Philips may terminate the Agreement and Trial Subscription Service immediately if Philips determines, in its sole discretion,that Subscriber has breached, intends to breach,or insists upon breaching these terms. 10.6Language. The parties agree that the Agreement and all related documents are in English. 10.7No Agency. Each party is an independent contractor and may not commit the other party without written authorization. The Subscription Agreement does not create an employment, joint venture, partner, or agency relationship. 0. 10.8Notice. Notice and consent must be in writing signed by a party's authorized representative,sent to the address on the Order Form or otherwise specified in writing by a party. Notice must be sent by mail or overnight courier with return receipt, and is effective one (1)business day after being sent by overnight courier or three (3)business days after being sent by mail. y 11 DEFINITIONS 2 11.1 Administrator means the person Customer designates to set up the Customer's employees'accounts, CL designate roles, and determine the access levels of its employees and agents to the Subscription Service. 11.2Application means the functionality described in the Service Description, including modifications, revisions, upgrades, language versions and enhancements, and which is provided as part of the Subscription Service. 11.3Confidential Information means information,in any form or medium,that is proprietary and confidential to a party and is marked as confidential,or not marked but by its nature or treatment by its owner should reasonably be considered to be confidential. 11.4Day means calendar day unless business day is specified. CD 11.5Documentation means Philips's current published technical specifications for Applications available as �. Subscription Service. 11.61ntellectual Property means all intellectual property worldwide, including,without limitation, inventions, patents, copyrights, trademarks, service marks, trade names, trade secrets, know-how, moral rights, licenses and other intangible proprietary or property rights, registered or not, under statute and/or common law. 11.7Professional Services means Philips' time and materials provided for consulting services such as standard installation, integration, application development, or configuration services. 11.8Start Date means the date a Subscription Service is available for Subscriber's use. 11.9Subscriber Data means any information and data that Subscriber transmits or processes through Subscription Service. y 11.10 Subscription Service means a Philips Application and Documentation made available as a service by Subscription. W 11.11 Term means a period beginning on a Start Date during which Philips will provide Subscription Service to Subscriber and ending as described in Section 1 a. 11.12 Target Start Date means the planned Start Date for Subscription Service to be activated for Subscriber. 11.13 User Named User authorized by Subscriber to use Subscription Service for Subscriber's internal business purposes. The parties each understand and are bound by these terms, including the terms of the Business Associated _ Addendum attached hereto in Schedule E. This is not a consumer agreement. W Accepted and agreed by: y Customer CL 1VROE COUNTY ATTOFINEY Where is Signature: Al RIHOVE I FOPAA PED (}J. Printed Name: ASSIGTA�M LINTY ATTORNEY � Date 5/28/21 Corsium Template V1 Page 6 of 15 Sept 2020 Packet Pg.896 C.27.h m Title: 0 Date: c� w 0 w CL 2 cv cv co CD CJ E w 0 CJ w r_ CL Corsium Template V1 Page 7 of 15 Sept 2020 Packet Pg.897 PHI C.27.h Schedule A-Acceptable Use Policy(AUP) Revision date March 21, 2018 This Acceptable Use Policy("AUP") is part of the Contract. PHILIPS may suspend or terminate the Services for violation of this AUP. AWS Infrastructure As the Services are hosted on Amazon Web Services("AWS") infrastructure, the AWS Acceptable Use Policy, as it may be modified by the relevant Amazon group company from time to time, is applicable and is incorporated by reference in this AUP. As of the revision date of this AUP, the AWS Acceptable Use Policy is published at https://aws.amazon.com/aup/ .For purposes of this AUP, the term"Services"as used in the AWS Acceptable Use Policy means the ClearDATA Services(as defined in the Contract)that include the AWS hosted cloud environment. In addition to the policies stated in the AWS Acceptable Use Policy, PHILIPS and the Customer must adhere to agreed security measures as detailed in the Contract, and otherwise adhere to current industry best practices appropriate to the 0. Services. W PHILIPS may suspend or terminate services or access to a cloud environment,or both, as reasonably necessary to respond to an AUP enforcement action or request made by AWS or its affiliates for any suspected breach of this Contract. Modifications PHILIPS may modify this AUP by giving the Customer a minimum of thirty(30)days'written notice and providing the 2 Customer with a copy of its revised AUP; provided such modified AUP does not negatively impact services provided to CL Customer. In the event Customer deems there is a negative impact to the services being provided to Customer, Customer may, at its sole option, immediately terminate the Subscriber Services upon written notice to PHILIPS. 0 cv Cv 0 CJ E 0 CJ CL Corsium Template V1 Page 8 of 15 Packet Pg.898 Sept 2020 PHI C.27.h Schedule B-Service Level Agreement(Philips IntelliSpace Corsium) 1 Interpretation The following definitions and rules of interpretation apply in this schedule. 1.2 Definitions. Support Hours: 8 am EST—8 pm EST. Support Services:technical support services to a Customer regarding its use of Corsium pursuant to the Contract. . 0 1.3 Defined Terms. cn All initial capitalized terms in this schedule shall have the meaning given to them in the Corsium Terms of Service. W 0 2 Availability y 2.1 PHILIPS will use commercially reasonable efforts to make Corsium available twenty-four(24)hours a day, seven days a week, but as with all software/cloud based products, it cannot guarantee that Corsium is continuously error-free or 2 uninterrupted, particularly during planned or unscheduled maintenance. PHILIPS may at its sole discretion revert to a CL previous version of Corsium; provided there is no negative impact to Customer. In addition, PHILIPS will not be responsible for unavailability or interruption due to: • the Customer's or Customer's third-party hardware or software; > 0 • the Customer's or Customer's third party's failure to follow reasonable instructions in relation to the use of Corsium or to adhere to any required configurations, use supported platforms or policies for acceptable use; • unauthorized action or inactions by the Customer or Customer's third party; cv • issues relating to pre-release, beta, discretionary or trial services or functionality; or , • delays or failures resulting from the transfer of data over communications networks and facilities, including the (n r_ internet. 2.2 The Customer acknowledges that PHILIPS may at any time, at its sole discretion and without notice (a)suspend Corsium for repair, maintenance or improvement,which PHILIPS shall restore as quickly as is reasonably possible; (b)make available such updates, upgrades, bug fixes, enhancements or other changes which PHILIPS feels appropriate; (c) extend, enhance or change any part of Corsium; (d)make available additional functionality, services or data and these discretionary services may be withdrawn at any time without notice. cn E W 3 Support PHILIPS will support the Customer's use of Corsium as described in the Contract and the Documentation provided by PHILIPS to the Customer. PHILIPS will use commercially reasonable efforts to rectify any specified faults or problems as quickly as practicable and to meet the specified response times. W U If the Customer has purchased Corsium through an intermediary, PHILIPS may require the Customer to, at PHILIPS's direction, contact the intermediary to raise a Support Services request. _ W Support Services may be provided either directly by PHILIPS or by PHILIPS approved affiliates and partners who may y be located outside of the United Kingdom. Support Service requests can be logged with PHILIPS at any time using the methods and contact details as indicated CL by PHILIPS from time to time, or in accordance with any more specific procedures PHILIPS have agreed with the Customer for interactions related to the Customer's account. m Corsium Template V1 Page 9 of 15 Packet Pg.899 Sept 2020 PHI C.27.h 4 Cloud Infrastructure The cloud infrastructure underpinning Corsium consists of Amazon Web Services, Inc.'s("AWS")compute, storage, database and networking services. PHILIPS does not independently guarantee the performance of the AWS cloud infrastructure, but PHILIPS receives the benefit of a robust AWS service level agreement which offers extremely high rates of service uptime.As of the Effective Date, the applicable AWS SLAs may be found at the following locations,or other such locations as specified by AWS from time to time: ® http://aws.amazon.com/ec2/sla/ ® http://aws.amazon.com/s3/sla/ ® http://aws.amazon.com/rds/sla/ ® http://aws.amazon.com/route53/sla/ c) 0) 0 0) CL 0 cv CD Cv to 0 CJ E 0 CJ CL U Corsium Template V1 Page 10 of 15 Packet Pg.900 Sept 2020 PHI C.27.h Schedule C—Service Description SUBSCRIPTION TERM o Subscription terms begin on the first of the month after the signing of the contract. Subscriber agrees to the following subscription terms.This Service Description is subject to review and reasonable notice shall be provided. NOTE: PRICING IS NOT FINAL Product/Service 12NC RDT Part Number Product/Service Description Enables the operator of the Tempus Pro to send live monitoring data, SRoC events and 12-lead ECG recordings to the IntelliSpace Corsium support center. It also allows the transmission of Tempus LS resuscitation IntelliSpace data and Tempus Pro continuous waveform data (only Corsium 989706010001 05-2068 provisioned during resuscitation). It enables two-way W Reachbak (8*5) communication. Following the transmission of the 12-lead ECG, the IntelliSpace Corsium user can send ECG review W results back to the to the Tempus Pro, and the Tempus (n Pro operator to send review acknowledgements back to IntelliS ace Corsium. Includes support 8*5-annual cost. IntelliSpace An account for a remote support center to be able to CL Corsium Support 989706010002 05-2069 allocate and manage their own data reviewers. This is only o Centre Account for accounts who are working with multiple transport providers and want one web interface. Enables the operator of the Tempus Pro to send live monitoring data, SRoC events and 12-lead ECG recordings to the IntelliSpace Corsium support center. It W also allows the transmission of Tempus LS resuscitation data and Tempus Pro continuous waveform data (only IntelliSpace provisioned during resuscitation). It enables two-way cv Corsium 989706010005 05-2071 communication. Following the transmission of the 12-lead Reachbak (24*7) ECG, the IntelliSpace Corsium user can send ECG review results back to the to the Tempus Pro, and the Tempus Pro operator to send review acknowledgements back to IntelliSpace Corsium. Includes support 24*7-annual cost. Allow hospital to view data from multiple transport ,providers 0 CJ E W 0 CJ W CL Corsium Template V1 Page 11 of 15 Packet Pg.901 Sept 2020 PHI C.27.h Schedule-D Transport Account Details The account setup form is required to capture the users key account information &administrator user details. Two administrators of the end user transport account are a pre-requisite. Upon completion by Philips Account manager and end user customer, this form is to be submitted to Philips for setting up a new IntelliSpace Corsium customer transport account along with signed Terms and Conditions(44-2305). 0 Account Details ❑ Existing Customer 4 0 Organization Name ' c� Organization Email Domain (This must be unique to the organization name, e.g.:abc.com 0 Address(incl.country) Phone Number(incl.country code) CL Contact Person name Language 0 Administrator User Details 2 ❑ Existing Customer 4 Administrator Administrator' Username Username cv Name Name Email Email Mobile Number Mobile Number (incl.country code) (incl.country code) For acquiring Additional Licenses only 3 (enter number of licenses) 05-2073 IntelliSpace Corsium Advanced Review Seat E W '—A short version of the organization name may be used as the URL, this will be determined at RDT to be unique to the customer account,i.e. www.corsium.eu/<OLganisationName> 2—Customer account is created with two administrators and then administrators can configure users/device groups/ support centers etc. W 3—Customers will be allocated one "Standard"account and one "Sandbox"account. The "sandbox"account must be used for testing and training and not be used for patient data. The "sandbox"account will be setup with the same number of user _ licenses as"Standard"account:ECG Basic:250, Standard:250,Advanced:20, Support Centers:3. a—Only organization name is required, if customer already exists. Completed By Date CL Corsium Template V1 Page 12 of 15 Packet Pg.902 Sept 2020 PHI C.27.h Schedule E-BUSINESS ASSOCIATE ADDENDUM m 0 This Business Associate Addendum("Addendum"), effective as of the date of the last of the Parties to sign the signature page hereto(the "Effective Date"), is entered into by and between the following parties (each a"Party'and collectively the "Parties"): Covered Entity Business Associate 0 Customer. Philips: Philips Healthcare a division of Philips North America LLC and its Affiliates W Customer's Philip's 222 Jacobs Street, 3rd Floor Principal Principal Cambridge, MA 02141 Address Address W 0 W Section 1. BACKGROUND AND PURPOSE 1.1. The Parties have entered into a sales, service, rental or license agreement with respect to a Philips product, service, CL or software (the"Underlying Contract(s)"),which provides for warranty or other service that may require Philips to be provided with, to have access to, and/or create Protected Health Information that is subject to the federal regulations issued pursuant to the Health Insurance Portability and Accountability Act("HIPAA")and codified at 45 C.F.R. parts 160 and 164 ("HIPAA Rules"). This Addendum shall supplement and/or amend each of the Underlying Contract(s) only with respect to Philips' receipt, use and creation of PHI under the Underlying Contract(s)to allow Customer to comply with the HIPAA Rules. Except as so supplemented and/or amended, the terms of the Underlying Contract(s) shall continue unchanged and shall apply with full force and effect to govern the matters addressed in this Agreement and in each of the Underlying Contract(s). CV Section 2. DEFINITIONS 2.1. "Affiliate"shall mean an corporation, company, or other entity,which: i is under the Control of a Part hereto;or ii Y p Y, (�)� Y (��) has Control of a Party hereto;or(iii)is under common Control with a Party hereto, during the time such Control exists. For purposes of this Affiliate definition, "Control" means that more than fifty percent(50%)of the controlled 0 entity's shares or ownership interest representing the right to make decisions for such entity are owned or controlled, U directly or indirectly, by the controlling entity. 2.2. "Business Associate"shall generally have the same meaning as the term"business associate"at 45 CFR 160.103, cn and in reference to the party to this Addendum, shall mean Philips. 2.3. "Covered Entity"shall generally have the same meaning as the term"covered entity"at 45 CFR 160.103, and in reference to the party to this Addendum,shall mean the Customer. 2.4. "HIPAA Rules"shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164. The "HIPAA Privacy Rule" is at 45 CFR, part 160 and part 164,subparts A and E. The"HIPAA Security Rule" is at 45 C.F.R. Parts 160 and 164. The"HIPAA Breach Notification Rule" is at 45 CFR Part 164 Subpart D. 2.5. "PHI,""ePHI"and "uPHI"shall mean Protected Health Information, Electronic Protected Health Information and Unsecured Protected Health Information, respectively, as defined in 45 C.F.R. §160.103, limited to the information Philips received from or created or received on behalf of Customer as Customer's Business Associate. 2.6. "Philips" means the listed Philips entity plus Affiliates of the listed Philips entity. CL 2.7. "Subcontractor"shall mean a"subcontractor" (as defined at 45 CFR 160.103)of Philips. 2.8. Other. All other capitalized terms used in this Addendum shall have the same meaning as those terms in the HIPAA Rules. U Corsium Template V1 Page 13 of 15 Packet Pg.903 Sept 2020 PHI C.27.h Section 3. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE 3.1. General. With regard to its use and/or disclosure of PHI, Business Associate agrees to: (a) Permissible Use/Disclosure. Not Use or disclose PHI other than as permitted or required by this Addendum or as Required By Law- (b) Safeguards. Use appropriate safeguards, and comply with the Security Rule with respect to ePHI as of the Effective Date for Philips'obligations as a Business Associate, to prevent Use or Disclosure of PHI other than as provided for by this Addendum; (c) Reports to Customer. Report to Customer any Use or Disclosure of PHI not provided for by this Addendum of which it becomes aware, including Breaches of uPHI as required at 45 CFR 164.410, and any Security Incident affecting PHI of which it becomes aware- (d) Subcontractors. Ensure that any Subcontractors that create, receive, maintain, or transmit PHI on behalf of Philips agree to the same restrictions and conditions that apply to Philips, in its capacity as the Business Associate,with respect to such information; (e) Designated Record Sets (i) Within twenty(20)days of receiving a written request from Customer, make available to the 2 Customer PHI necessary for Customer to respond to individuals' requests for access to PHI about CL them in the event that the PHI in Philips' possession constitutes a Designated Record Set. 4- (ii) Within forty (40)days of receiving a written request from Customer, make available to the Customer PHI for amendment and incorporate any amendments to the PHI in accordance with the Privacy Rule in the event that the PHI in Philips' possession constitutes a Designated Record Set. (fJ Accounting. Within forty(40)days of receiving a written request from Customer in response to a request from an Individual, make available to the Customer the information required for the Customer to provide an accounting of Disclosures as necessary to satisfy its obligations as a Covered Entity under 45 CFR 164.528-1 Cv T_ CD (g) Inspection by Secretary. Make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the Privacy Rule; and Section 4. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE Except as otherwise specified in this Addendum, Philips may: 4.1. General. Use or disclose PHI as Philips deems necessary to perform its obligations under the Underlying Contracts or as otherwise permitted or required by law. Such use, disclosure or request of PHI shall utilize a limited data set if practicable or otherwise the minimum necessary PHI to accomplish the intended results of the use, disclosure or request. Philips also agrees to follow appropriate minimum necessary policies in the performance of its obligations under this addendum. 4.2. Required by Law. Use or disclose PHI as Required By Law. 4.3. Proper Management and Administration (a) Use the PHI in its possession for its proper management and administration and to carry out the legal responsibilities of Philips, (b) Disclose the PHI in its possession to a third party for the purpose of Philips' proper management and administration or to carry out the legal responsibilities of Philips, provided that the disclosures are required by law or Philips obtains reasonable assurances from the third party regarding the confidential handling of such PHI as required under the Privacy Rule, CL 4.4. Data Aggregation. Provide Data Aggregation services relating to the health care operations of the Customer as permitted by law;and Corsium Template V1 Page 14 of 15 Packet Pg.904 Sept 2020 PHI C.27.h 4.5. De-Identification. De-identify any PHI obtained by Philips under this Addendum, and Use and disclose such de- �+ m identified data, all in accordance with the de-identification requirements of the Privacy Rule. 4.6. Marketing. Use and disclose PHI for marketing purposes only where permitted by applicable law and this Addendum or the Underlying Contracts; 4.7. Sale. Sell PHI only where permitted by applicable law and consistent with applicable law and this Addendum. Section 5. TERMINATION 0 5.1. Termination.This Addendum shall terminate on (a)the date that the last of the Underlying Contracts terminates or expires or(b)on the date Covered Entity terminates for cause as authorized in Section 5.2 hereof,whichever is sooner. c� 5.2. Termination by Customer. Should Customer become aware of a breach of a material term of this Addendum by Philips, Customer shall provide Philips with written notice of such breach in sufficient detail to enable Philips to W understand the specific nature of the breach, and provide Philips with at least 30 days to cure such breach. Customer shall be entitled to terminate the Underlying Contract associated with such breach if, after Customer W provides the notice to Philips, Philips fails to cure the breach within a reasonable time period specified by Customer in such notice; provided, however, that such time period specified by Customer shall be based on the nature of the breach involved, and shall not be less than 30 days. If Customer determines that Business Associate has breached CL the terms of this Addendum and such breach has not been cured, but Customer determines that termination of the Underlying Contract(s)is not feasible, Customer may report such breach to the U.S. Department of Health and Human Services. 0 5.3. Effect of Termination. Upon termination of this Addendum for any reason, Philips,with respect to PHI received from Customer, or created, maintained, or received by Philips on behalf of Customer,shall: (a) Retain only that PHI which is necessary for Philips to continue its proper management and administration or to r carry out its legal responsibilities; cv (b) Return to Customer or destroy the remaining PHI that Philips still maintains, if it is feasible to do so; T. (c) Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to ePHI to prevent use or disclosure of the PHI,other than as provided for in this Section,for as long as Philips y retains the PHI; (d) Not use or disclose the PHI retained by Philips other than for the purposes for which such PHI was retained and subject to the same conditions set out in this Addendum which applied prior to termination; and (e) Return to Customer or destroy the PHI retained by Philips when it is no longer needed by Philips for its proper management and administration or to carry out its legal responsibilities. 5.4. Survival. The obligations of Business Associate under this Section 5 shall survive the termination of this Addendum. v+ E W Section 6. MISCELLANEOUS E 6.1. Amendment. The Parties agree to take such action as is necessary--and negotiating in good faith appropriate--to amend this Addendum from time to time as is necessary for compliance with the requirements of the HIPAA Rules and any other applicable law. W 6.2. No Third Party Beneficiaries. Nothing in this Addendum shall confer upon any person other than the Parties and their respective successors or assigns, any rights, remedies,obligations, or liabilities whatsoever. _ W 6.3. Interpretation. The terms of this Addendum shall prevail in the case of any conflict with the terms of any Underlying Contract to the extent necessary to allow Customer to comply with the HIPAA Rules. The bracketed citations to the y HIPAA Rules in several paragraphs of this Addendum are for reference only and shall not be relevant in interpreting _ any provision of this Addendum. CL Corsium Template V1 Page 15 of 15 Packet Pg.905 Sept 2020 C.27. ¢; BOARD OF COUNTY COMMISSIONERS County of Monroe " ' Mayor Michelle Coldiron,District 2 ;- { Mayor Pro Tem David Rice,District 4 � The Florida Keysti� x �r �� sJ Craig Cates,District 1 -� Eddie Martuiez,District 3 _ Mike Forster,District 5 0 Monroe Comity Fire Rescue TM 0. 490 63rl Street Ocean W Marathon,FL 33050 Phone(305)289-6088 o CL To: Tina Boan, Sr. Director of Budget&Finance From: James Callahan, Fire Chief 2 Subject: Philips Tempus ALS Monitor Sole Source Purchase DATE: April 14, 2021 CD N cv Monroe County Fire Rescue (MCFR) continually strives to improve service performance,processes, and efficiency. MCFR is in need of 2 Philips Tempus ALS monitor/defibrillators for use on the Trauma Star helicopters to provide critical lifesaving emergency medical service. The Philips Tempus ALS monitor will provide our flight crews with the ability to do ECG and 12-lead ECG monitoring,defibrillation,cardiac pacing, end tidal capnography, invasive and non-invasive blood pressure monitoring, invasive temperature monitoring,and state of the art FAST ultrasound exams. With the addition of the CMAC laryngoscope video imager,the Tempus ALS monitor will provide our crews with direct video CL laryngoscopy capability. The Tempus ALS monitor integrates with our existing ESO electronic health record reporting software to allow for import of data from the monitor to the patient care report. It also allows for real time patient data streaming and monitoring by receiving facility staff while Trauma Star is ) in the air and enroute to the destination. All these capabilities come in a package that is smaller and 15 pounds lighter than our existing cardiac monitors/defibrillators. Equipment size,weight, and versatility all play crucial roles in the selection of equipment for use on the Trauma Star aircraft. The Trauma Star helicopter operating environment is such that size,weight, and versatility all play significant roles in c� determining which specific equipment will meet the program needs. MCFR has identified the Philips E Tempus ALS monitor/defibrillator as meeting the needs of the Trauma Star program based on its features,weight, size,and capability. Monroe County Fire Rescue has been unsuccessful in identifying any _ other products that provide the features and capabilities listed above in such a compact and lightweight CL package. Packet Pg.906 i rdT PHILIPS A Philips company This letter is intended to serve as validation of the Tempus and Remote Diagnostic Technologies' (RDT) family of products as a Sole Brand/Sole Source patient monitoring solution. The Tempus product family is manufactured and distributed by Philips Healthcare,following the 2018 acquisition of RDT.As the manufacturer, we are the sole source/provider for the Tempus Pro,Tempus 0 IC2,Tempus LS,Tempus ALS and IntelliSpace Corsium products. The Tempus Pro is the only pre-hospital patient monitor that offers the comprehensive features listed below: • Full range of vital signs monitoring parameters in a modular, highly durable package • Small size allows for new transport and deployment workflows • Long battery life- 10% hour of monitoring with display at 60% brightness • Water and solid object ingress protection for austere environments with rating of IP66 • Enables the capture of all vital signs, images and events in an easy to use format that can be easily transmitted or shared with your ePCR • Fully integrated communications capability enables the transmission of all medical and vital y signs data for real time viewing • Proprietary encryption technologies provide AES256 security CL • Displays ultrasound and video laryngoscopy images on the large color display 0 Philips Healthcare is excited to bring Tempus solution to the US and,through Philips account managers and our directly contracted distribution partners, shall remain the sole source for these products. Please contact your local Philips representative if you need any additional information/clarification of the information you requested. U 0 Sincerely, 0) 6 y Matt Penzone CL Sr. Field Marketing Manager Therapeutic Care m Philips North America RDT,a Philips company 699 Boulevard mouth SW,Suite 134,Huntsville,AL 33892,www.rdtltd.com,Tel numbei 1-296-684-8838, loll Pree: 1-888-255-2113,Registered in'England No.3321 T89,ALAI number 692 9012 19. FDATE(P ?C.27.k AC"R"® CERTIFICATE OF LIABILITY INSURANCE 05/20/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THI; CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE; BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZE[ REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement oI this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh USA,Inc. NAME: PHONE FAX 1166 Avenue of the Americas A/C No Ext: A/C,No New York,NY 10036 E-MAIL Attn:NewYork.Certs@marsh.com Fax 212-948-0500 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:HDI Global Insurance Company 41343 INSURED INSURER B:Safety National Casualty Corp. 15105 75 Philips North America LLC 222 Jacobs Street,3rd Floor INSURER C: O Cambridge,MA 02141 INSURER D J� INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: NYC-011115280-03 REVISION NUMBER: 3 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOI INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI: CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. O INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR IN SD WVD POLICY NUMBER MM/DDIYYYY MM/DDIYYYY A X COMMERCIAL GENERAL LIABILITY X GLD12308-08 12/31/2020 12/31/2021 EACH OCCURRENCE $ 2,000 DAMAGE TO RENTED CL CLAIMS-MADE X OCCUR PREMISES Ea occurrence $ 500 Approved Risk M nagemen MED EXP(Any one person) $ 10 � f6c e✓C 2,000 PERSONAL&ADV INJURY $ O GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 5,000 0) X POLICY❑ PRO ❑ LOC 6-1-2021 PRODUCTS-COMP/OP AGG $ 5,000 JECT OTHER: $ U B AUTOMOBILE LIABILITY X CA6675481 12/31/2020 12/31/2021 COMBINED SINGLE LIMIT $ 2,000 Ea accidentCL X ANY AUTO BODILY INJURY(Per person) $ L, OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ t8 AUTOS ONLY AUTOS ONLY Per accident L $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION LDS4047559(AOS) 12/31/2020 12/31/2021 X PER OTH- (, AND EMPLOYERS'LIABILITY STATUTE ER B YIN PS4047560(W) 12/31/2020 12/31/2021 2,000 ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N I A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000 If yes,describe under 2,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 7 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CL All operations in the United States and Canada(see attached).The Certificate Holder named below is Additional Insured where required by written contract or agreement under the Vendors'Broad Form referenced on the attached.Coverage Includes Host Liquor Liability. U CERTIFICATE HOLDER CANCELLATION Monroe County Board of County Commission SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORI The Gato Building THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED II 1100 Simonton Street ACCORDANCE WITH THE POLICY PROVISIONS. Key West,FL 33040 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee 1 :c. id,a fe+ e @ 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD packet Pg.908 AGENCY CUSTOMER ID: CN101736188 C.27.k LOC#: New York AC"R o ADDITIONAL REMARKS SCHEDULE Page 2 of AGENCY NAMED INSURED Marsh USA,Inc. Philips North America LLC 222 Jacobs Street,3rd Floor POLICY NUMBER Cambridge,MA 02141 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance O Workers'Compensation(continued): Coverage:Excess Workers'Compensation Policy Number:SP 4064199(OH,WA) Carrier:Safety National Casualty Corp. Effective Date:12/31/2020 O Expiration Date:12/31/2021 Self-Insured Retention:$500,000 O Limit:Statutory t/7 Cyber Liabi lity O Carrier:HDI Specialty Insurance Company Policy No.:CYD5446603S Policy Term:12/31/2020-12/31/2021 O Ded:$250,000-third party liability Occurrence:$1,000,000 Aggregate:$5,000,000 CL The policies on Page 1 of the Certificate provide coverage for: L` O All operations of the Insured including Independent Contractors,Products,Completed Operations and Contractual Liability. The Additional Interest of Lessor as respects premises leased to the Insured. > Automobile Coverage for all owned,non-owned and hired automobiles. The Additional Interest of Lessor as respects vehicles leased to the Insured. WC in ALL states excluding Monopolistic States where the insured is not a qualified self-insurer and Canadian Accident Fund. tJ CL tJ J J U ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Packet Pg.909 C.27.k POLICY NUMBER: GLD1230808 COMMERCIAL GENERAL LIABILITY CG 20 15 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - VENDORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART 75 0 SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) (Vendor Your Products ALL VENDORS OF THE INSURED'S ALL PRODUCTS MANUFACTURED, PRODUCTS SOL❑ OR ❑ISTRIBUTE❑ BY THE INSURED o .E 0 c� 0 CL Information req wired to com p Iete this Schedule, if not shown above, will be shown in the ❑eclarations. 0 A. Section II — 1Nh❑ Is An Insured is amended to b. Any express warranty unauthorized by you; include as an additional insured any person(s) or c. Any physical or chemical change in the organization(s) (referred to throughout this product made intentionally by the vendor; endorsement as vendor) shown in the Schedule of d. Repackaging, except when unpacked solely this endorsement, but only with respect to liability for the purpose of inspection, for "bodily injury" or "property damage" arising out demonstration, testing, or the substitution of of "your products" shown in the Schedule of this parts under instructions from the endorsement which are distributed or sold in the manufacturer, and then repackaged in the regular course of the vendor's business. original container; However: e. Any failure to make such inspections, 1. The insurance afforded to such vendor only adjustments, tests or servicing as the applies to the extent permitted by law; and vendor has agreed to make or normally 2. If coverage provided to the vendor is required undertakes to make in the usual course of y by a contract or agreement, the insurance business, in connection with the distribution afforded to such vendor will not be broader or sale of the products; than that which you are required by the f. Demonstration, installation, servicing or CL contract or agreement to provide for such repair operations, except such operations vendor. performed at the vendor's premises in B. With respect to the insurance afforded to these connection with the sale of the product; vendors,the following additional exclusions apply: g. Products which, after distribution or sale by 1. The insurance afforded the vendor does not you, have been labeled or relabeled or apply to: used as a container, part or ingredient of a. "Bodily injury" or "property damage" for any other thing or substance by or for the which the vendor is obligated to pay vendor; or damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; CG 20 15 12 19 © Insurance Services Office, Inc., 2018 Page 3 of 5 Packet Pg.910 C.27.1 Approved Fisk Management 41-010 M AR S H 6-1-2021 Certificate of Insurance This document does not set out the full terms, clauses, conditions, limits and exclusions of the insurance and neither affirmatively nor negatively amends, extends nor alters the coverage afforded by the policy, which will be binding in all cases. 0 This is to certify that we Marsh B.V. Insurance Brokers at Rotterdam, The Netherlands, have effected for the insured(s) named herein, insurance which provides subject to the insurance agreements, exclusions, conditions and declarations contained therein, and during their effective period, coverage as described below Policy holder: Koninklijke Philips N.V. 0 Insured(s): Koninklijke Philips N.V. and/or subsidiary companies in which the policyholder has an interest of 50% or more, including but not limited to: Philips North America LLC 0 Certificate holder: Monroe County Board of County Commission Type of insurance: Professional Indemnity Insurance and Technology E&O Policy number: 3989364V0002 Limit of indemnity: USD 1,000,000.-- maximum any one occurrence USD 3,000,000.-- maximum in the aggregate per year of insurance. U Insurer(s): 100% HDI Global SE, the Netherlands Conditions: 0 Insurance Conditions Philips N.V. N 0 Territory covered: CL Worldwide Insurance period: CL December 31, 2020 till December 31, 2021 m Rorv May 31, 2021 7 Address:Marsh B.V.,Groot Handelsgebouw,Conradstraat 18,3013 AP Rotterdam, ABN Amro Bank:IBAN NL17 ABNA 0259 9909 06 BIC ABNANL2A Trade Register Rotterdam No.24120005 MARSH&MCLENNAN; Packet,Pg. 911 �� �, M 1 xt. ,,