HomeMy WebLinkAboutPR 24205: KONICA ULTRA X-RAY SYSTEM FOR THE HEALTH DEPT. City of
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www.PortArthurTx.gov
INTEROFFICE MEMORANDUM
Date: June 6, 2025
To: The Honorable Mayor and City Council
Through: Ronald Burton, City Manager
From: Fay Young, Information Technology Director
RE: Proposed Resolution No. 24205
Introduction:
The intent of this agenda item is to seek the City Council's authorization for the City Manager
to purchase a Konica Ultra 14x17 Universal DR Retrofit with EESi PACS Solution. This purchase
will replace outdated and malfunctioning components of the current x-ray system at the Health
Department.
Background:
In 2024, the Health Department's existing x-ray system experienced technical issues and
required external support. The Information Technology Department worked with external
support to get the system temporarily restored to a functioning state. During that process it was
discovered that the system was not able to archive images as required. A temporary solution
was put into place;however, several components of the current system have reached end-of-life
and must be replaced to ensure continued functionality and compliance.
The following vendors presented quotes to replace or retrofit the system:
1. Brown's Medical Imaging of Omaha,NE= $36,000.00
2. CIMS of San Antonio, TX=$60,438.00
3. Konica Minolta of Wayne,NJ= $38,300.00
Budget Impact:
Brown's Medical Imaging will provide the Konica Ultra 14x17 Universal DR Retrofit for
$23,500.00 with EESi PACS Solution for $12,500.00, for a total amount not to exceed
$36,000.00. Funding is available in the Information Technology IT Equipment Account No.
001-09-023-5 241-00-10-000-.
Recommendation:
It is recommended that City Council authorize the City Manager to purchase a Konica Ultra 14x1 7
Universal DR Retrofit EESi PACS solution to replace the current outdated and malfunctioning x-
ray system components at the Health Department in the total amount of$36,000.00.
"Remember,we are here to serve the Citizens of Port Arthur"
P.O.Box 1089 X Port Arthur,Texas 77641-1089 X 409.983.8101 X FAX 409.982.6743
P.R. NO. 24205
FY 6/6/2025
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY MANAGER TO PURCHASE
A KONICA ULTRA 14X17 DR RETROFIT EESI PACS SOLUTION
DIGITAL X-RAY/IMAGING SYSTEM FROM BROWN'S MEDICAL
IMAGING OF OMAHA, NEBRASKSA FOR THE HEALTH
DEPARTMENT,IN THE TOTAL AMOUNT NOT TO EXCEED $36,000.00.
FUNDS AVAILABLE IN THE INFORMATION TECHNOLOGY IT
EQUIPMENT ACCOUNT NO. 001-09-023-5241-00-10-000.
WHEREAS, the ability to perform radiological procedures is essential to the Health
Department's ability to serve the City's community; and
WHEREAS,in 2024,the Health Department's existing x-ray/imaging system experienced
technical issues requiring external support, during which it was discovered that the system could
no longer archive images as required; and
WHEREAS, a temporary solution was put into place;however, several components of the
current system have reached end-of-life and must be replaced to ensure continued functionality
and compliance; and
WHEREAS, the Information Technology Department obtained a total of three quotes to
replace/retrofit the current x-ray/imaging system as delineated in Exhibit"A"; and
WHEREAS,Brown's Medical Imaging submitted the best and lowest proposal to provide
replacement and retrofit components for x-ray imaging system for the Health Department for a
total cost of$36,000.00; and
WHEREAS,it is necessary to authorize the City Manager to proceed with the purchase of
the Konica Ultra 14x17 Universal DR Retrofit for$23,500.00,along with the EESi PACS Solution
for$12,500.00, in order to replace the outdated and malfunctioning X-ray system components,for
a total amount not to exceed$36,000.00.
NOW THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PORT ARTHUR, TEXAS:
Section 1. That the facts and opinions in the preamble are true and correct.
P.R. NO. 24205
FY 6/6/2025
Section 2. That the City Council hereby authorizes City Manager to purchase the
Konica Ultra 14x17 Universal DR Retrofit for $23,500.00 with EESi PACS Solution for
$12,500.00, for a total amount not to exceed $36,000.00 from Brown's Medical Imaging of
Omaha, Nebraska for the Health Department, in substantially the same form attached hereto as
Exhibit"B".
Section 3. That a copy of the caption of this Resolution be spread upon the Minutes of
the City Council.
READ,ADOPTED AND APPROVED this the day of June,A.D. 2025 at a regular
meeting of the City of Port Arthur, Texas by the following vote:
Ayes: Mayor:
Councilmembers:
Noes:
CITY OF PORT ARTHUR:
Thurrrran Bill Bartie, Mayor
ATTEST:
Sherri Bellard, City Secretary
APPROVED AS TO FORM:
Roxann Pais Cotroneo, City Attorney
P.R. NO. 24205
FY 6/6/2025
APPROVED FOR ADMINISTRATION:
(jAita., jk,
Ronald Burto , M Clifton Williams, CPPB
City M er Purchasing Manager
Fay Yalu , CGCIO PMP
Information Technology Director
APPROVED AS TO AVAILABILITY OF FUNDS:
Lyn a oswell, Director of Finance
P.R. NO. 24205
FY 6/6/2025
Exhibit A
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P.R. NO. 24205
FY 6/6/2025
Exhibit B
BROWN'S
healthcare SALES QUOTE
pm!
solutions MEDICAL
IMAGING
Presented to:
Elvis Rushing, Network/Systems Supervisor
Health and Human Services Department
5860 9th Ave Ste A,
Port Arthur,TX 77642
Date: April 1, 2025 Presented by: Joe Scalise
Valid for: 60 days Phone: 832-656-4201
FOB: Prepay&Add Email: jscalise@brownsmedicalimaging.com
Terms: 50/50 Oppt#: 25325402
Konica Ultra 14x17 Universal DR Retrofit
EESi PACS Solution
Item Item Code Qty Price
Konica Ultra Wireless 14x17 Universal Retrofit KIT-ULTRA-IR- 1 $23,500.00
1417-CSI
Panel Specs
- Weight:7.9 lbs
- Carbon Fiber Construction
- Pixel Matrix-2288x2784
- 3.71p/mm
- Cassette Sized
- Lithium Ion Battery(2 Included)
- Scintillator Type:CSI
SOFTWARE/HARDWARE SPECIFICATIONS
System Computer Specs(or better)
- Lenova P360
- Windows 10 loT Enterprise
- 12th Generation Intel Core i5-12500 vPro Processor(P-cores 3.00 GHz up to
4.60 GHz)
- 16GB DDR5-4000MHz(SODIMM)
- 1TB SSD
Display Monitor
- 24"Touch Screen Monitor
- Resolution 1280 X 1024;8000:1 Ratio
Ultra Software
Acquisition workflow management
- Automatic setting of acquisition parameters according to body part and system
specific programmable APRs(Anatomically Programmed Radiography)
- One console operation-generator parameters setting by the workstation as
part of APR
- Patient data entry, manually or automatically from the DICOM worklist(MWL)
Corporate Office: 14315 "C" Circle Omaha, NE 68144
www.brownsmedicalimaging.com
800-701-9729
- Urgent patient registration
- Preview image typically within 4-5 seconds after exposure
- Exam specific image processing for optimized image quality
- Automatic backup of operator accepted images
Review&Processing
- Patient review
- CD Burning
- Exam foldering
- Ability to add body part or view during an exam
- Touch screen post processing
- Assign single or multiple technologist(s)to an exam
- Add additional views and/or studies to a completed exam
- Ability to suspend an exam
- Built-in technique and positioning chart
- Variable image rotation
- Window/Level,Reverse Black/White(Window polarity inversion)
- Electronic zoom with pan &scroll capabilities
- Touchscreen zoom, pan,window/level and contrast capability
- Magnifying glass
- Multi-scale contrast enhancement and Dynamic Range
- Electronic shutter for masking of image(cropping)
- Multiformat display(for printing)
Installation Install 1 Included
Applications Training-1 day remote Apps 1 Included
Performed Mon-Fri,8:00 AM to 5:00 PM CST,exclusive of BMI holidays
Warranty-1 Year Parts&Labor Warranty 1 Included
If"Post Warranty Service"is purchased at time of sale,then Panel Protection is included
during warranty period.Panel Protection-repair of the detector or if the detector is
deemed unrepairable or not cost effective to repair then BMI will replace detector.A
$5,000 deductible is assessed for replacement of the detector. Does not cover damage
caused by fluid exposure, misuse or intentional abuse.
DR Retrofit Subtotal Total $23,500.00
Corporate Office: 14315 "C" Circle Omaha, NE 68144
www.brownsmedicalimaging.com
800-701-9729
Item Item Code Qty Price
EESi Imaging Software Solution ISS 1 Included
- A Web-Based Image Manager/Image Archive
- Web Administration
- DICOM Auto Routing
- Delayed Send of Studies
- Stores DICOM 3.0 and BTO
- Unlimited Modality Connections
RemotEye Diagnostic Viewer License-Basic NL-REBSC- 1 Included
- 1 Concurrent Licenses 1U-V9
- RemotEye Viewer:a web-based,cross-platform,full-featured,diagnostic-level, NL-
certified, DICOM-compliant medical image viewer software PCONNBSC-
- CD/DVD Production Vi
- DICOM Print
- Paper Print
- Smart Worklists
- Hanging Protocols
- Store/Retrieve Annotations
RemotEye Lite HTMLS Viewer License RELT2 1 Included
- 2 Concurrent Licenses
- RemotEye Lite:a web-based,lightweight,DICOM-compliant medical image
reviewing solution,mainly dedicated to portable smart devices,such as tablets
or smartphones,but also working on desktop clients
- Includes PACSConnector
Server SERV 1 Included
- Dell Tower Server
- Operating System—Windows 11
- Storage—4TB
Data Migration from another DICOM PACS MIG 1 Included
- Migrate images from existing PACS
EESi Imaging Cloud Connector ICC 1 Included
- Amazon Web Services S3 Storage
- Secure,Redundant Servers provided by Amazon
- Designed for 99.99%durability and availability
- No added fee to pull images from the cloud
- Database Back Up
- HIPAA Compliant
Remote Installation Install 1 Included
Remote Applications Training-as needed Apps 1 Included
Warranty-1 year Warranty 1 Included
PACS Subtotal Subtotal $12,500.00
Total Total $36,000.00
Corporate Office: 14315 "C" Circle Omaha, NE 68144
www.brownsmedicalimaging.com
800-701-9729
POST WARRANTY SERVICE OPTIONS
Annual Check box to
Equipment,Terms&Coverage Service Level Price select service
Konica Ultra Wireless 14x17 Universal Retrofit Platinum $14,000.00
Includes existing Quantum FMT
- Service begins after warranty period
- This is a 5-year contract with Annual Payments
- All Labor and travel performed during coverage hours*
- All replacement parts prorated tube
- Annual Preventative Maintenance Inspection performed during coverage
hours
- Panel Drop Protection-repair of the detector or if the detector is
deemed unrepairable or not cost effective to repair then BMI will replace
detector.A$5,000 deductible is assessed for replacement of the
detector.Does not cover damage caused by fluid exposure,misuse or
intentional abuse.
- Software updates,commercially available during coverage term,with
installation performed during coverage hours
- Phone and remote support performed during coverage hours
EESi Imaging Software Solutions Platinum $3,750.00
- Service begins after warranty period
- This is a 5-year contract with Annual Payments
- Amazon Web Services S3 Storage
- RemotEye license and support renewal
- All Labor and travel performed during coverage hours*
- Phone and remote support performed during coverage hours
* Labor Coverage Hours/Days: Monday-Friday,8:00 AM to 5:00 PM CST,exclusive of BMI/PMI holidays; Discounted after-hours
rates(labor and travel)will apply
Corporate Office: 14315 "C" Circle Omaha, NE 68144
www.brownsmedicalimaging.com
800-701-9729
TERMS:
a) Delivery will be coordinated with customer's timeline
b) 50%deposit due at time of order; Balance due net 10 after install
c) Shipping&handling will be added to customer's final invoice
d) Price does not include applicable sales taxes&duties
e) Any applicable site preparation is customer responsibility and at customer expense.
f) Accept"Complete Terms&Conditions of Sale and Service"on following pages
A SIGNED QUOTATION SHALL CONSTITUTE A BINDING PURCHASE ORDER FROM THE CUSTOMER TO BROWN'S MEDICAL IMAGING.
BROWN'S MEDICAL IMAGING CUSTOMER
E �
By. . ''v 4/1/25 By:
Joe7alise Date Representative Date
Corporate Office: 14315 "C" Circle Omaha, NE 68144
www.brownsmedicalimaging.com
800-701-9729
BROWN'S
healthcare
pmi solutions MEDICAL
IMAGING Terms & Conditions — Equipment
1.GENERAL
This document contains the terms and conditions of sale applicable to any sales of goods("Goods")and services("Services") by Prestige Medical
Imaging or Brown's Medical Imaging("Seller")to a purchaser("Purchaser").These terms and conditions,together with any written agreement
previously executed by both the Purchaser and Seller,any invoices generated in connection herewith,and any written addenda signed by both
parties,constitute the entire agreement between the parties("Agreement").Any modification of these terms must be in writing and signed by an
authorized representative of Seller.All quotations and agreements are conditioned upon the absence of any strikes,accidents,fires,unavailability
of materials,or other causes beyond Seller's reasonable control.Any typographical or clerical errors herein are subject to correction without
further consent of Purchaser.
2.TITLE AND OWNERSHIP
Title to the Goods and any part thereof shall remain with Seller and shall not pass to Purchaser until all amounts due under any account,contract,
or other obligation have been fully paid in cash.The Goods shall remain personal or movable property regardless of their mode of attachment to
realty or other property.Seller retains a security interest in the Goods until full payment is received.
3.PAYMENT TERMS
Unless credit terms are agreed upon in writing by the Seller,payments due under this Agreement are due upon receipt of invoice. Payments by
approved credit Purchasers shall be due in full within ten(10)days from the date of the relevant invoice.Past due balances shall be subject to a
1.5%per month(18%per year)service charge,or the highest rate permitted by applicable law,if less.If Purchaser fails to timely remit payments as
due or otherwise breaches the terms of the Agreement,Seller shall be entitled to reasonable costs(including attorney's fees)incurred in enforcing
the Agreement.A 3%processing fee will be applied to all credit card payments for invoices,or the highest rate permitted by applicable law,if less.
All applicable taxes with respect to a transaction are the obligation of the Purchaser,except taxes based upon the net income of the Seller.
Purchaser and Seller have agreed to the projected install date on the sales quote.Goods may be held by Seller for up to thirty(30)days from the
projected install date at no cost to Purchaser,following which such Goods may be shipped and invoiced to Purchaser at any time at Seller's sole
discretion. If such Goods are not installed at Purchasers site and invoiced within 30 days after the Agreed Installation Date on the sales quote,
Seller shall ship Goods to a location of Seller's choosing,thus fulfilling the order and an invoice will be generated and sent to Purchaser.Purchaser
may make storage arrangements with Seller if no other suitable storage location can be provided by Purchaser and the Purchaser will be charged a
warehousing fee equal to one and one-half percent(1.5%)of the invoiced price of the stored Goods per month(with each partial month counting
as a full month)to be billed at the time of shipment.Purchaser shall not be held responsible under this clause for delays caused by Seller or any
subcontractor of Seller.
4.DEFAULT AND REMEDIES
Purchaser hereby grants to Seller a continuing first and prior purchase money security interest in the Covered Equipment(sometimes hereinafter
referred to as the"Collateral")and all proceeds of the Collateral until Seller has received payment in full of all sums due or to become due
hereunder.The security interest granted herein is given to secure payment and performance of every payment of Purchaser to Seller under this
agreement.Purchaser covenants and agrees that the Collateral shall not be removed from the Covered Equipment Location identified above
without the prior written consent of the Seller. Purchaser expressly authorizes Seller to file and/or record UCC-1 Financing Statements identifying
the Collateral for the perfection of its security interest.The foregoing authorization shall extend to all additional financing statements and
amendments and extensions thereto as Seller may deem appropriate in its sole and absolute discretion.
Failure to timely remit any payment due hereunder or breach or violation by Purchaser of any covenant,warranty,representation,term or
condition set forth herein shall be a default under this Security Agreement.In the event of a default,Seller shall have the remedies of a secured
party under the Uniform Commercial Code as then in effect in jurisdiction where the Collateral is then physically located and all other rights and
remedies at law or in equity available to secured creditors under the laws of such jurisdictions,including,without limitation,the right to take
possession of the Collateral and any proceeds thereof.To take possession,Seller may enter upon any premises where the Collateral is kept and
remove the Collateral or any proceeds thereof.In the event of a default hereunder,Purchaser shall pay to Seller on demand all expenses(including,
without limitation,attorneys'fees)incurred by Seller incidental to collecting all sums due under the Agreement including without limitation taking,
holding or otherwise dealing with the Collateral,or incurred by Seller in otherwise enforcing any term or condition of this Contract.in all cases of
default,Purchaser shall pay all expenses incurred by Seller in the collection of amounts due,including reasonable attorney's fees.
5.LIMITED WARRANTIES AND DISCLAIMER
Unless otherwise agreed in writing,Seller provides as Purchaser's sole remedy one(1)year labor and travel time warranty for any Services
provided to Purchaser,measured from the time of installation of the Goods.SELLER DISCLAIMS ALL OTHER WARRANTIES,EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,OR NON-
INFRINGEMENT.All Goods are sold"AS IS"and"WITH ALL FAULTS."Any manufacturer's warranty delivered with the Goods is made solely by the
manufacturer and is not a warranty of Seller.
Corporate Office: 14315 "C" Circle Omaha, NE 68144
www.brownsmedicalimaging.com
800-701-9729
6.DELIVERY AND RISK OF LOSS
For goods specified in the sales quote as being delivered F.O.B.point of destination,risk of loss shall pass to Purchaser at the time of delivery.For
goods shipped via common carrier,risk of loss shall pass to Purchaser at time they are tendered to the third party carrier.Shipping and delivery
shall be at the Purchaser's sole expense.Shipping dates are approximate,and Seller shall not be liable for delays caused by factors beyond its
control.
7.INSTALLATION
Unless otherwise stated on the front of this document,all installation charges(e.g.,charges for the assembly,mounting,interconnection and
calibration of components listed on this quotation,etc.)shall be in addition to the prices quoted herein.Any installation performed by SELLER shall
be considered complete when the equipment is available for gainful use by the Purchaser's staff or authorized personnel,except that in the event
that installation of the Goods is delayed for any reason for which Seller is not responsible,then the installation shall be deemed complete ten(10)
days after date of shipment of the Goods to the Purchaser,and the terms of payment shall apply as of that date.Purchaser shall be solely
responsible for preparing its facility for installation of the Goods sold hereunder,including,but not limited to,all electrical,carpentry,masonry,
plumbing,and other such work,which Purchaser shall perform at its sole expense.Purchaser further acknowledges that it shall bring the proper
electrical current for operation of the Goods to the safety switch according to specifications provided by Seller,and that it shall achieve compliance
with all applicable building codes,all at its sole expense.
8.PURCHASER RESPONSIBILITIES
Purchaser is responsible for all site preparations,including electrical,carpentry,masonry,plumbing,and network drops.Purchaser must acquire,
install,and maintain anti-virus software and register radiographic suites with local municipalities.Purchaser is responsible for all management and
protection of PHI,and data security.
9.SERVICE CONDITIONS
Service requested due to unauthorized modifications or outside of normal business hours will be charged at current rates.Remote diagnostics are
the first response method.Any on-site service not covered under this Agreement will be billed at the then-current hourly rate.
10.TRADE-INS
Unless specifically noted otherwise above,quoted trade-in value assumes equipment is in complete working order and includes all accessories and
components;including but not limited to MRI coils,working DR detectors,covers,chargers,cases,and monitors. MRI equipment shall be delivered
to Seller with at least 75%helium capacity filled. Seller reserves the right to adjust trade-in value upon inspection of trade-in equipment if these
conditions are not met,but in all cases shall communicate the modification of trade-in value to Purchaser prior to removing the equipment from
111
the Purchaser site.
11.THIRD-PARTY EQUIPMENT
Seller will maintain third-party hardware listed on the quote.Purchaser is responsible for replacing third-party hardware as it ages.Maintenance
may be canceled at Seller's sole option if it is no longer feasible due to unavailability of parts or OEM service discontinuance.
12.CONFIDENTIALITY
Each party shall retain in strict confidence the terms of this Agreement and all information,oral or tangible,relating to the disclosing party's
business.Disclosure to third parties is prohibited without prior written consent unless required by law.If disclosure is required by law,the receiving
party shall promptly notify the disclosing party prior to such disclosure to allow for an opportunity to oppose the disclosure.
13.FORCE MAJEURE
Neither party shall be responsible for any delay or failure of performance resulting from causes beyond its control,including acts of God,
government actions,natural disasters,or other extraordinary events.Performance times shall be extended for a period equivalent to the period of
the delay.
14.LIABILITY
IN NO EVENT SHALL SELLER AND ITS SUPPLIERS BE LIABLE FOR ANY INCIDENTAL,CONSEQUENTIAL,DIRECT,OR INDIRECT DAMAGES ARISING OUT
OFTHE AGREEMENT,INCLUDING ANY DEFECT OR FAILURE OF THE GOOD OR SERVICES.TOTAL LIABILITY IS LIMITED TO THE PRICE OF THE SERVICE
WHICH IS THE BASIS FOR THE CLAIM.PURCHASER AGREES TO INDEMNIFY AND HOLD HARMLESS SELLER FROM ANY THIRD-PARTY CLAIMS ARISING
FROM THE USE OR RESALE OF THE GOODS OR SERVICES.In no event shall Seller be liable for damages to equipment caused by misuse of
equipment,neglect,or attempts to use equipment in ways for which it was not designed by the manufacturer. For digital radiography detectors
(DR panels)that are dropped during the warranty period and are covered by panel protection,a$5,000 deductible will apply and will be payable to
Seller before repairs/replacement can take place.
15.EXCLUSIONS
Seller shall have no obligation for Equipment or Software problems caused by modifications,misuse,environmental conditions,electrical issues,or
Purchaser error.Routine maintenance and virus removal are the Purchaser's responsibility.
16.CHANGES,TERMINATION AND DEFAULT
Orders that have been approved by Seller may not be changed or cancelled by the Purchaser except with Seller's prior,written consent,and only
upon such terms as will save Seller from loss.In that connection,Purchaser acknowledges that manufacturers have the right to change the
Corporate Office: 14315 "C" Circle Omaha, NE 68144
www.brownsmedicalimaging.com
800-701-9729
construction and/or design of their Goods at any time without notice to Purchaser if,in the manufacturers'judgment,such a change would not
alter the general function of the Goods.In such instances,Purchaser shall not cancel its order but shall accept any changes made by the
manufacturers,and neither Seller nor the manufacturers shall be liable for them.Each of the following constitutes an event of default:non-
payment,breach of terms,financial insolvency,or unauthorized sale of Goods.Upon default,Seller may cancel the Agreement,demand payment,
repossess Goods,and seek other remedies.Seller may terminate this Agreement upon written notice if Purchaser is not approved for credit or
upon the occurrence of any material adverse change in Purchaser's financial condition or business operations.No Goods may be returned to Seller
or its suppliers without Seller's prior written permission.Any permitted returns shall be made under the terms and conditions specified in writing
by Seller.Claims asserted by the Purchaser shall in no way release it from its obligation to pay the amount shown herein.Such claims may not be
setoff against the amounts owed to Seller by Purchaser but shall be dealt with as a separate transaction.
17.INSURANCE AND INDEMNIFICATION
Seller shall maintain general liability,automobile liability,and worker's compensation insurance.Each party agrees to indemnify,defend,and hold
harmless the other party from any third-party claims resulting from breaches of this Agreement,including reasonable attorney's fees and other
legal costs.In the event of any third-party infringement claim,Seller shall have sole control of the defense and settlement of such claim at its
expense.
18.ASSIGNMENT
This Agreement cannot be assigned by either party without the prior written consent of the other party,except to a parent or subsidiary or to a
successor by merger or purchase of assets.Assignment does not relieve the assignor of its obligations.Any unauthorized assignment is void.
19.GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to its conflict of laws
principles.Any disputes arising under this Agreement shall be resolved in the state or federal courts located in the state of sale,and the parties
consent to the exclusive jurisdiction of such courts.
20.ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or representations,whether written or
oral,relating to the subject matter hereof.This Agreement may be amended only by a written document signed by both parties.
21.SEVERABILITY
If any provision of this Agreement is held to be invalid or unenforceable,the remaining provisions shall continue to be valid and enforceable.The
parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid
provision.
Corporate Office: 14315 "C" Circle Omaha, NE 68144
www.brownsmedicalimaging.com
800-701-9729
BROWN'S
healthcare TERMS & CONDITIONS- SERVICE
pm� solutions MEDICAL
IMAGING
1.GENERAL
This document contains the terms and conditions of service applicable to any service of goods("Goods")and services("Services")by
Prestige Medical Imaging or Brown's Medical Imaging("Seller")to a Purchaser.These terms and conditions,together with any written
agreement previously executed by both the Purchaser and Seller,any invoices generated in connection herewith,and any written addenda
signed by both parties,constitute the entire agreement between the parties("Agreement").Any modification of these terms must be in
writing and signed by an authorized representative of Seller.All quotations and agreements are conditioned upon the absence of any
strikes,accidents,fires,unavailability of materials,or other causes beyond Seller's reasonable control.Any typographical or clerical errors
herein are subject to correction without further consent of Purchaser.
2.SERVICE PERIOD AND RENEWAL
The term of this Agreement shall commence on the earliest coverage start date listed on the Quote and continue until the latest coverage
end date listed on the Quote("Service Period").This Agreement shall be automatically renewed for a term of one year upon the expiration
date,at a rate of 110%the expiring Agreement rate,unless either party gives written notice to the other at least sixty(60)days prior to the
expiration date of their intention not to renew.
3.PRE-INSPECTION
Seller reserves the right to inspect any Equipment or Software in all cases where the Seller has not covered the equipment in the preceding
60 days. If Seller determines that repairs or updates are required,Seller shall perform those repairs or updates,and Purchaser shall pay
Seller for such additional services together with any required parts on a time and materials basis.Seller shall then certify the inspected
Equipment and Software,and the Service Period for those items shall commence.
4.SERVICES(REMOTE/ON-SITE)
As a condition of Seller performing services described herein, Purchaser shall permit Seller to use its remote access tools as its first call
response method for Equipment and Software service requests.Genuine replacement parts are included for all Equipment repairs and
maintenance covered by a Seller service plan.Seller may use reconditioned or used parts to meet its service obligations;however,Seller
warrants all such reconditioned or used parts under the same warranties applicable to new parts. Upon completion of a service call,Seller
field engineer shall certify that the Equipment meets specifications.All replacement/repair parts must be approved and ordered through
Seller.It is recommended that the site acquire,install,and maintain Adware,Spyware,and Anti-Virus software on the Workstations.If a
virus is found,removal is not covered under any warranty or this service contract.Any on-site service not covered under this Agreement
shall be billed at the then-current hourly rate with a minimum 4-hour charge.If service is requested Monday through Friday after 5 pm or
on Saturdays,service will be billed at 1%times the then-current hourly rate with a minimum 4-hour charge.Any service requested on
Sundays or holidays(based on the Seller holiday schedule)will be billed at 2 times the then-current hourly rate.Holidays include:
o New Year's Day,President'Day,Good Friday,Memorial Day,Independence Day,Labor Day,Thanksgiving Day,Day after
Thanksgiving,Christmas Eve&Christmas Day
This Agreement does not cover damage due to Purchaser misuse/error,natural disaster,or system abuse.For CT and MRI contracts,Any
uptime guarantees stated within this contract do not apply if Purchaser is not set up on remote monitoring with Seller.Seller shall not be
liable for any cryogen refills if Purchaser is not connected to remote monitoring.
I. Parts Commitment:
Parts orders must be placed by 3 pm EST to receive a Parts Delivery commitment.Spare parts arrival for repair of room-
down/system-down is typically within the next business day.Exchange parts removed from the Equipment shall become the
property of Brown's Medical Imaging/Prestige Medical Imaging unless such exchange parts constitute"hazardous wastes,"
"hazardous substances,""special wastes,"or other similar materials,as such terms are defined by any federal,state or local laws,
rules or regulations,in which case,at the option of Brown's Medical Imaging/Prestige Medical Imaging,the exchange parts shall
remain the property of the Customer and shall be disposed of by the Customer in strict compliance with all applicable laws,rules,
and regulations.
II. Protection of Engineer's time:
Brown's Medical Imaging/Prestige Medical Imaging service personnel will be given full and free access to the Equipment to
perform inspections and service/maintenance on the Customer's premises and will make specific appointments for such
maintenance,subject to reasonable limitations placed on Brown's Medical Imaging/Prestige Medical Imaging related to safety and
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security of Customer's premises.If the Equipment is not made available at the appointed time,waiting time beyond a reasonable
allowance will be charged at prevailing per-call rates.
5.DETECTOR PROTECTION PROGRAM
The Detector Protection Program applies to covered digital XRAY panels and provides replacement or repair coverage while under standard
warranty and/or service agreement that includes the detector protection program.The Purchaser account must be current as per financial
terms presented in the agreement. Panels replaced under the Detector Protection Program will be replaced at a fixed cost of$5,000 per
replacement unless otherwise stated and based on manufacturer fees.The$5,000 premium is per detector based on the serial number of
the detector per coverage year.Detector Protection Program covers detector damage due to:
• Sudden and accidental impact or drop as recorded in the detector shock log within ninety(90)calendar days of the detector
failure.
• Damage to internal components of the detector.
• Broken or cracked glass regardless of the cause.
• Liquid intrusion.
Seller shall have no obligation or liability for detector damage attributable to misuse,abuse,vandalism,viruses,or any other malicious or
negligent act or omission by a party not under the direct control of Seller.To be effective,Purchaser must purchase this optional coverage
prior to first clinical use or,if purchased thereafter,request an inspection of the detector by Seller at Purchaser's expense before coverage
takes effect. Provided the conditions are met,Seller shall provide Purchaser with a refurbished replacement detector at the fixed rate listed
above.Purchaser shall permit Seller to remotely access the detector to diagnose any issues and determine if those issues are covered by
the Accident Protection Plan.If Seller cannot remotely access the detector,Purchaser shall pay Seller at then-current rates for both travel
time and on-site time to diagnose the problem.All damaged detectors must be returned.
6.THIRD-PARTY HARDWARE
Seller shall perform periodic maintenance on third-party hardware listed on the Quote as covered for service.Seller may use reconditioned
or used parts,warranting them under the same terms as new parts. Purchaser is responsible for replacing third-party hardware as it ages.
Seller may cancel third-party hardware maintenance if maintenance is no longer feasible due to unavailability of parts or OEM service
discontinuance.
7.LIMITATIONS OF REMEDIES AND DAMAGES
THE TOTAL LIABILITY OF SELLER AND ITS REPRESENTATIVES TO PURCHASER,AND PURCHASER'S SOLE AND EXCLUSIVE REMEDY RELATING
TO THIS AGREEMENT AND THE SERVICE TO BE PROVIDED UNDER IT, IS LIMITED TO THE AGREEMENT PRICE FOR THE SERVICE WHICH IS THE
BASIS FOR THE CLAIM.SELLER AND ITS REPRESENTATIVES HAVE NO LIABILITY TO PURCHASER FOR ANY INCIDENTAL,CONSEQUENTIAL,OR
OTHER SPECIAL DAMAGES SUCH AS LOST PROFIT OR REVENUE.THIS LIMITATION DOES NOT AFFECT CLAIMS BY THIRD PARTIES FOR
PERSONAL INJURY DUE TO SELLER'S OR PURCHASER'S NEGLIGENCE OR PRODUCT LIABILITY. SELLER SHALL NEVER BE RESPONSIBLE FOR
LOST REVENUES FOR ANY REASON WHATSOEVER. In no event shall Seller be responsible or liable to the Purchaser,or any representative of
the Purchaser,in excess of its obligation to repair,recalibrate,or replace the equipment serviced under this agreement. Seller is never
responsible for damage or failure due to interruptions or anomalies caused by incoming power service,or any damage caused or implied by
a failure or anomaly with any other area of Purchaser's site infrastructure
I. Magnet Management&Cryogens(MMC):
CUSTOMER is responsible for conducting daily magnet checks and shall maintain the Equipment site in accordance with the
Equipment Manufacturer's specified electrical,environmental,and structural requirements,including as to power,air
conditioning,Etc.,
CUSTOMER is responsible for Ensuring that the water chiller system used in conjunction with the systems cryogen cooler system is
functioning properly at all times.CUSTOMER is responsible for notifying BMI immediately if the system's cryogen cooling system
("chiller pump")fails to operate at any time,for any reason.In the event that the cryogen cooling system fails to operate due to
loss of electrical power to the CUSTOMER's site or the CUSTOMER's water chiller failing to supply proper temperature or flow of
water to the systems Cryogen cooling system, BMI will charge CUSTOMER the then current rates of service and costs of material to
refill the cryostat with cryogens,to the level it was,prior to the chilled water system failure.
Includes magnet ancillary components.Covers burst disc,vent kit,valves,MSUP/MM, ERDU/MRU,Labor for Performance of the
Emergency Run Down Unit(ERDU/MRU)test in accordance with OEM specifications.Cryogen fills to recover from a customer-caused
quench or neglect will be chargeable,and a Holdharmless must be on file for the event. Brown's Medical Imaging/Prestige Medical
Imaging is not responsible or liable for:cryogen loss or transfer efficiency during transfer to the cryostat;cryogens if cryogens are
identified on the Product Schedule as excluded;or service needed on Equipment due to cryogen transfill service not otherwise provided
by Brown's Medical Imaging/Prestige Medical Imaging.Also,customer-initiated helium fills that exceed factory recommended target
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levels for operation are excluded,as are any expedited fees for short notice fills if required by the Customer.MMC Requires 24x7 SRS
connectivity for remote monitoring of magnet cooling performance,and any helium loss due to lack of connectivity will be chargeable.
An additional Labor block is required for a service plan with no system labor coverage.Excluded:Labor,Refrigeration System,the supply
of cryogens(liquid helium),and Magnet replacement.BMI/PMI is not liable for equipment not connected to Glassbeam.
8.EXCLUSIONS
Seller shall have no obligation or liability and Purchaser shall pay for Equipment or Software problems attributable to any of the following at
Seller's then-current rates for any time spent diagnosing or correcting issues caused by:
• Modifications,additions,or attachments to the Operating Environment,Equipment,or Software unless performed by the Seller.
• Purchaser's failure to follow Equipment or Software operating instructions and documentation,perform routine maintenance,or
adhere to site preparation and environmental specifications.
• Misuse,abuse,accident(other than accidents covered under the Detector Protection Program),vandalism,viruses,or any other
malicious or negligent act or omission by a party not under the direct control of Seller.
• Environmental conditions such as moisture,water,excessive radiation,or improper servicing.
• Electrical problems caused by power surges,lightning,or Purchaser's wiring or electrical supply.
• Network issues caused by Purchaser's other vendors or non-Seller equipment hardware or software.
• Moving the Equipment.Purchaser is responsible for routine system administration,backups,recovery procedures,supply items,
consumables,accessories,and changes to the Equipment setup.
9.WARRANTY DISCLAIMER
ALL SERVICES AND PARTS PROVIDED UNDER THIS AGREEMENT ARE PROVIDED"AS IS."SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR
IMPLIED,INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.SELLER'S
OBLIGATIONS TO PURCHASER UNDER THIS AGREEMENT END ON THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
10.CONFIDENTIALITY
Each party shall retain in strict confidence the terms of this Agreement and all information relating to the other party's business,
employees,affiliates,development plans,software,documentation,techniques,trade secrets,systems,and knowledge. Except for
employees or subcontractors with a specific need to know,neither party shall disclose such information to any third party without the
other's prior written consent unless otherwise required by law.If disclosure is required by law,the disclosing party shall promptly notify the
other party prior to such disclosure to allow for an opportunity to oppose the disclosure. Either party may disclose confidential information
to its employees or subcontractors on a need-to-know basis provided such employees or subcontractors have entered into a confidentiality
agreement that provides the same standard of protection described in this Agreement.
11.PAYMENT TERMS
Unless credit terms are agreed upon in writing by the Seller,payments due under this Service Contract are due upon receipt of invoice and
must be paid in full prior to the start of the relevant coverage period(i.e.payment for March service contract must be received prior to
March 1 for valid service coverage in March). Past due balances shall be subject to a 1.5%per month(18%per year)service charge,or the
highest rate permitted by applicable law,if less. If Purchaser fails to timely remit payments as due or otherwise breaches the terms of the
Agreement,Seller shall be entitled to reasonable costs(including attorney's fees)incurred in enforcing the Agreement.A 3%processing fee
will be applied to all credit card payments for invoices,or the highest rate permitted by applicable law,if less.Seller reserves the right to
deny service under this agreement until any overdue amounts are brought current.
12.TERMINATION
This Agreement may not be cancelled by Purchaser except specifically as set forth hereinafter.This Agreement will be effective upon
acceptance to the Seller.Seller may suspend service pursuant to the Agreement for failure of Purchaser to timely make payments as due
and such suspension of service by Seller shall not affect the obligation of Purchaser to make any payments due hereunder.Seller may
terminate this Agreement upon any material breach by the Purchaser so long as Seller gives Purchaser thirty(30)days prior written notice
specifying the events or circumstances giving rise to the notice.Purchaser may terminate the Agreement for a material breach of the
Agreement by Seller so long as Purchaser gives Seller thirty(30)days prior written notice specifying the events or circumstances giving rise
to the notice and Seller fails to correct the deficiencies within such thirty(30)day period.Termination shall become effective after the lapse
of such thirty-day period,unless within such thirty-day period the events or circumstances specified in the notice have been remedied or a
plan to remedy them has been proposed and accepted in writing by Seller or Purchaser.The termination of the Agreement shall not affect
Purchaser's rights with respect to any Product(s)purchased and paid for by Purchaser prior to the date of termination. Purchaser's
obligation to make payments accrued or incurred prior to the date of termination shall survive any termination of the Agreement.
13.EFFECTS OF TERMINATION OR EXPIRATION
111 In the event of Termination for Breach resulting from Seller's breach,Purchaser shall have a right to a refund of any amounts already paid
for any period following the date of termination.In the event of a Termination for Nonpayment or a Termination for Breach resulting from
Purchaser's breach,any of Purchasers unpaid payment obligations(including all amounts that would be invoiced and paid the the
Corporate Office: 14315 "C" Circle Omaha, NE 68144
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Purchaser during the then-applicable Contract Term)shall survive and continue beyond termination and Seller shall be entitled to retain
any Fees that have already been paid by Purchaser and to collect the balance of any Fees that remain unpaid by Purchaser.
14.INSURANCE REQUIREMENTS
Seller shall maintain in force at Seller's sole cost and expense the following insurance coverage:
• General liability insurance covering bodily and personal injury,property damage,and contractual liability in a minimum amount of
One Million Dollars($1,000,000)per claim and Five Million Dollars($5,000,000)in the annual aggregate.
• Automobile liability insurance covering use of all owned, non-owned,and hired automobiles in a minimum amount of One Million
Dollars($1,000,000)per claim and in the annual aggregate.
• Worker's compensation insurance in amounts required in accordance with applicable laws within the state where work is being
performed.
• Cyber liability insurance in a minimum amount of$2,000,000.
15.FORCE MAJEURE
Neither party shall be responsible for any delay or failure of performance resulting from causes beyond its control,including acts of God,
government actions, natural disasters,or other extraordinary events. Performance times shall be extended for a period equivalent to the
period of the delay.
16.ASSIGNMENT
This Agreement cannot be assigned by either party without prior written consent,except to a parent or subsidiary or to a successor by
merger,consolidation,or purchase of substantially all the assets of at least that portion of the assigning party's business related specifically
to this Agreement.Assignment does not relieve the assignor of its obligations.Any unauthorized assignment is void.
17.GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to its conflict of laws
principles.Any disputes arising under this Agreement shall be resolved in the state or federal courts located in the state of sale,and the
parties consent to the exclusive jurisdiction of such courts.
18.ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or representations,whether
written or oral,relating to the subject matter hereof.This Agreement may be amended only by a written document signed by both parties.
19.SEVERABILITY
If any provision of this Agreement is held to be invalid or unenforceable,the remaining provisions shall continue to be valid and
enforceable.The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and
economic effect of the invalid provision.
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Corporate Office: 14315 "C" Circle Omaha, NE 68144
www.brownsmedicalimaging.com
800-701-9729