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HomeMy WebLinkAboutPR 18663: ALFA WASSERMAN AGREEMENT Memorandum City of Port Arthur, Texas Health Department TO: John A. Comeaux, P.E., Interim City Manager FROM: Judith A. Smith, RN, BSN, Director of Health Services • DATE: October 21, 2014 SUBJECT: Proposed Resolution No. 18663 Re: Service Agreement between the City of Port Arthur and Alfa Wasserman. RECOMMENDATION It is recommended that the City Council approve P.R. No. 18663 for a one (1) year Service Agreement between Alfa Wasserman of West Caldwell, New Jersey for annual maintenance of the Alera Chemistry Analyzer in the not-to-exceed amount of$7,350. BACKGROUND The Health Department is currently using the Alera Chemistry Analyzer in the laboratory. This is the annual maintenance cost for the laboratory equipment. This includes unlimited service visits, unlimited 24/7 telephone support, all travel time and expenses, laboratory time, service parts and associated freight expenses. It also includes one (1) Preventative Maintenance during the term of the agreement and one (1) In House Training session. BUDGETARY AND FISCAL EFFECT Funds are available in the City's FY 2015 budget, Account number 001-1301-541.42-00. STAFFING EFFECT None. SUMMARY It is recommended that the City Council approve P.R. No. 18663 authorizing the City Manager to enter into a one (1) year Service Agreement with Alfa Wasserman of West Caldwell, New Jersey, in the not-to-exceed amount of $7,350, for the Alero Chemistry Analyzer for the lab. P. R. No. 18663 10/21/14-js RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A ONE(1)YEAR SERVICE AGREEMENT BETWEEN THE CITY OF PORT ARTHUR AND ALFA WASSERMAN OF WEST CALDWELL, NEW JERSEY, FOR MAINTENANCE OF THE ALERO CHEMISTRY ANALYZER IN THE HEALTH DEPARTMENT'S LAB, IN THE NOT-TO- EXCEED AMOUNT OF $7,350.00; FUNDING AVAILABLE IN HEALTH DEPARTMENT ACCOUNT NO. 001-1301-541.42 WHEREAS,the Port Arthur Health Department's Lab uses the Alero Chemistry Analyzer to perform diagnostic tests; and WHEREAS, the Service Agreement includes unlimited service visits, unlimited 24/7 telephone support,all travel time and expenses,laboratory time,service parts and associated freight expenses, one (1) preventative maintenance during the term of agreement, and one (1) In House Training Session; and WHEREAS,this Service Agreement also includes no charge for replaced or repaired service parts. 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. Section 2. That the City Manager is hereby authorized to execute the one(1)year service agreement with Alfa Wasserman of West Caldwell,New Jersey, for the Alero Chemistry analyzer located in the Health Department's Lab, in the not-to-exceed amount of$7,350.00,in substantially the same form as attached hereto as Exhibit"A". P.R.No. 18663 Page 2 Section 3. That a copy of the caption of this Resolution be spread upon the Minutes of the City Council. READ,ADOPTED AND APPROVED on this day of October, A.D., 2014, at a Regular Meeting of the City Council of the City of Port Arthur, Texas,by the following vote: AYES: Mayor: Councilmembers: • NOES: MAYOR ATTEST: Sherri Bellard, City Secretary APPROV D AS TO FORM: \(:1 Val Tizeno, Ci r,' ttomey P.R.No.18663 Page 3 APPROVED FOR THE AVAILABILITY OF FUNDS: Deborah Echols, CPA, Director of Finance APPROVED FOR ADMINISTRATION: �"U�OI �r RCY !3S IV John A. Comeaux, P.E., Ju4lth Smith, RN, BSN, Director of Health Interim City Manager P.R. No. 18663 Page 4 EXHIBIT "A" ALFA WASSERMANN {lq,agnos a Techna]ogies mp ALFA WASSERMANN DIAGNOSTIC TECHNOLOGIES, LLC SERVICE AGREEMENT ACCEPTANCE FORM Agreement to perform equipment repair service on the equipment listed below between Alfa Wassermann Diagnostic Technologies,LLC 4 Henderson Drive,West Caldwell,NJ 07006 and the Customer: Port Arthur City Health Lab 409 Austin Avenue Port Arthur,TX 77640 TERMS OF AGREEMENT From: 10/13/2014 To: 10/12/2015 Equipment: ALERA W/ISE Serial Number:08050714 LEVEL OF SERVICE The customer agrees to pay a non-refundable fee in advance for the appropriate 1-YEAR service plan as indicated below(please circle choice). Alfa Total Care Plus Alfa Total Care Alfa Basic Care $10,000 $7,350 $5,000 CUSTOMER INFORMATION Signed Date Print Name Title Tel Fax Email Purchase Order Number AWDT Customer Account Number: 10007820 FOR ALFA WASSERMANN USE ONL y: Signed • Contract Number Credit Card Authorization Number Date • Document#610-1168 Rev.H 03/14 PAYMENT INFORMATION ❑Check Enclosed, Check No. ❑ Credit Card(Circle One): Visa Master Card AMEX Signature Date Credit Card Number Exp. ALFA WASSERMANN DIAGNOSTIC TECHNOLOGIES,LLC 4 Henderson Drive 1■West Caldwell,NJ 07006 1. '01∎ (973)882-8630 CAF` Fax:(973)227-0998 ALF O LIFE- ,.,,.,.., ALFA MASSERMANN f Diagnostic Technologies, LLB ALFA WASSERMANN agnos c echno oghes,>cc ACE, ACE Alera®and ACE AxcelTM Service Agreement Descriptions Service Availability Telephone Hot-Line: Available 24 hours per day, 7 days per week for instrument service by calling 866-419-2532 for assistance. On-Site Service: Available 8:00 a.m.through 5:00 p.m. local time Monday through Friday, excluding AWDT and Federal Holidays. Service Plan Descriptions Alfa Total Care Plus: Unlimited Service Visits, including all travel time and expenses,laboratory time, service parts and associated freight expenses. One(1)Preventative Maintenance(PM)during the term of the Agreement and one(1)In House Training session. Unlimited 24/7 telephone support. No charge for replaced or repaired service parts. Alfa Total Care: Unlimited Service Visits,including all travel time and expenses,laboratory time, service parts and associated freight expenses. One(1)Preventative Maintenance(PM)during the term of the Agreement. Unlimited 24/7 telephone support. No charge for replaced or repaired service parts. Alfa Basic Care*: No charge for replaced or repaired parts.(Certain parts require installation by a Field Service Engineer. A list of these may be obtained by contacting Customer Service.) One(1)Preventative Maintenance(PM)during the term of the Agreement. Unlimited 24/7 telephone support. A 20%discount on standard Field Service Engineer hourly labor rate and travel time applies. Discount does not apply to travel related expenses. limitations: Preventative Maintenance may,at AWDTs sole option,be combined with a repair visit. If no repair visits are needed during the term,PM will be performed prior to the end of the Service Agreement Preventative Maintenance will only be performed during the hours of 8:00 a.m.and 5:00 p.m, Monday through Friday,excluding AWDT and Federal holidays. AWDTS normal freight delivery time for parts ordered by 4:30 p.m.Eastern Time is next business day to major metropolitan areas. Shipment to areas outside major metropolitan areas may take longer. If on-site repair service is required,AWDT will use commercially reasonable efforts to arrange for the FSE to arrive on-site the next business day after the dispatch request. Exclusions: Reagents,calibrators,controls,expendables,probes,fuses,lamps,and all parts in direct contact with the sample or reagent stream are not covered by the Service Agreement. Damage caused by misuse,abuse,power problems,fire,flood,acts of God,user failure to operate the system coreclly or to perform routine operator maintenance as specified in the Operators Manual,cosmetic damage,equipment relocation(s)and system damage resulting from the equipment being moved without prior notification to AWDT,are not covered by the Service Agreement `Alfa Basic Care contract not available in Alaska and Hawaii. 4.4 4 Henderson Drive,West Caldwell,NJ 07006 Phone:800-220-4488 Fax:973-227-0998 ALFAVL1FE' Website:www.AlfaWassermannUS.com Email:info @AlfaWassermannUS.com GN19 Rev 411/12 ALFA WASSERMANN DIAGNOSTIC TECHNOLOGIES,LLC 4 Henderson Drive West Caldwell,NJ 07006 ��� (973)882-8630 Fax: (973)227-0998 ALFAO LIFE. .an.n•t AlinlA/nnnnrmnnnl IC nnm , ALFA WASSERMANN SERVICE AGREEMENT overtime service visit,plus applicable travel expenses (including air, hotel,car,meals,tolls)at the prevailing rates. TERMS AND CONDITIONS (d)Alfa Assist.Customers that have an ACE Axcefl'M will be able to 14. Service Agreement. The Service Agreement (the "Agreement") obtain remote assistance from a qualified AWDT customer service consists of the attached Service Agreement Acceptance Form and Service representative through the Alfa ASSiStTM feature of their instrument. Agreement Descriptions and these Terms and Conditions, and only Alfa Assist is an Internet enabled application that enables an AWDT applies to the specific equipment identified in the Service Agreement Customer Solutions Center representative to obtain temporary control Acceptance Form installed at Customer's facility. of the customer's instrument for the purpose of attempting to diagnose the causes of operating problems and assisting the customer in 2. Term. This Agreement will take effect on the date it is accepted by performing self-maintenance. All Alfa Assist service sessions are Alfa Wassermann Diagnostic Technologies, LLC ("AWDT") as initiated by the customer and may be terminated by the customer at indicated by its signature on the face of the Service Agreement any time. Customer is able to observe and actively participate in the Acceptance Form (`Effective Date"). Provided Customer is not in process from their own location.AWDT does not guaranty that an Alfa default,this Service Agreement will continue in force until the expiration Assist session will result in Customer's operational problem being date set forth in the Service Agreement Acceptance Form. diagnosed or resolved.If the Alfa Assist session does not result in the complete resolution of Customer's operational problem,an emergency 3. Services. service visit will be scheduled pursuant to the procedures described in Section 3(b).Customer is advised that AWDT does not guarantee the (a) Preventative Maintenance. AWDT will provide a qualified field security of communications through Alfa Assist.The computer system service engineer ("FSE") to perform the number of preventative and telecommunications connections provided through Alfa Assist are, maintenance visits provided for in the Service Agreement Descriptions like any computer system or telecommunications network,susceptible corresponding to the service level selected by Customer in the Service to hacker attacks and security breaches.Customer assumes the risk of Agreement Acceptance Form. During a preventative maintenance visit, any such hacker attack or security breach. In addition,while AWDT the FSE will perform such preventative maintenance and repair service endeavors to have Alfa Assist available on a 24 x 7 x 365 basis, it as he determines to be appropriate and shall make such adjustments and cannot provide any guaranty against interruptions resulting from the repairs and replace(or recommend the replacement of)such parts as may failure of computer systems, or interruptions to telecommunications be necessary to put the equipment in good working order ("Standard networks or the Internet. AWDT disclaims all responsibility for any Services"). Following each preventative maintenance visit,the FSE will loss or theft of data, security breaches, hacker attacks, errors, submit a written report to Customer. communication failures or service interruptions. (b) Emergency Service. If Customer requires assistance regarding (e) Exclusions. Notwithstanding anything to the contrary set forth in AWDT procedures, diagnostics or mechanical/electronic difficulties at this Agreement,the servicing of the equipment that is required due to any time between PM Visits, Customer must first seek assistance from any of the following causes will be outside of the scope of the services AWDT's Customer Solutions Center. The Customer Solutions Center covered by this Agreement, but will be provided by AWDT for an can be reached at AWDT's toll free number(866-419-2532).A Customer additional fee: (i) wear and tear resulting from Customer's failure to Solutions Center representative will be available to review customer's perform routine operator maintenance and cleaning of the equipment; issue and assist the Customer with diagnosis and performing maintenance (ii)faulty diagnostics,calibrators,controls or supplies not furnished by / repair procedures. If the Customer Solutions Center representative AWDT;(iii)mistakes,negligence or misuse by Customer's operators; determines that Customer's problem cannot be solved by Customer and(iv)damage to any of the equipment,including but not limited to performing maintenance,AWDT will either send a replacement part for damage resulting from any of the following: (a) accident, neglect or installation by the Customer,or dispatch an FSE for on-site emergency misuse;(b)Customer's failure to provide environmental conditions in service. If an on-site visit is required, AWDT will use commercially accordance with AWDT's printed directions; (c) Acts of God; (d) reasonable efforts to arrange for the FSE to arrive on-site the next service performed by anyone other than a FSE dispatched by AWDT; business day after the dispatch request. Emergency service will be and (e) modifications to the equipment not authorized by AWDT. provided at no cost during Standard Service Hours unless required due to Labor and parts required for repairs required due to any of the any of the reasons set forth in subsection(d)below. Following such on- foregoing causes (i)-(iv) will be billed at AWDT's prevailing rates at site emergency service,the FSE will submit a written report to Customer. the time service is provided. (c) Hours/Overtime Hours Coverage. Services will be provided during (f) Disclaimer. Notwithstanding anything to the contrary set forth in the hours of 8:00 a.m.to 5:00 p.m.(local time),Monday through Friday, this Agreement,with regard to equipment that was originally installed excluding holidays observed by AWDT ("Standard Service Hours"). at Customer's facility more than five years prior to a service call, There will be no additional charge to Customer for services provided AWDT shall use commercially reasonable efforts to make any repairs during Standard Service Hours, subject to subsection (d) below. If required to such equipment but does not guarantee that it will be able Customer either (i) requests on-site service outside Standard Service to do so. . Hours or (ii) requests that a FSE conducting a service visit during Standard Service Hours remain on-site to continue to provide services 4. Replacement Parts.If in AWDT's judgment replacement parts are after Standard Service Hours,Customer will be charged for an required for the equipment,they will be provided at no additional cost, except as set forth below. Replacement parts may be either new ALFA WASSERMANN DIAGNOSTIC TECHNOLOGIES,LLC 4 Henderson Drive West Caldwell,NJ 07006 (973)882-8630 Fax: (973)227-0998 ALFA° LIFE" www.AlfaWassermannUS.com WE5UPPORTYOUR anmcIr,Greeos ALFA WISSERIIIANN Di,,,,,,_„,,,21, -PL'fArj:(1)/(41 -_,E74,71 or reconditioned at the discretion of AWDT. Customer is obligated to parts supplied hereunder including, but not limited to any injury or return to AWDT all defective parts for which AWDT provides damage resulting from the use of the equipment or replacement parts replacements pursuant to instructions stated in an AWDT Return Goods in Customer's operations or in combination with other substances or Authorization and at AWDT's freight expense. Customer will be products. Customer agrees to defend,indemnify and hold AWDT,its charged list prices for(i)parts needed to repair any damage to equipment managers, officers, employees, agents and affiliates, harmless from or for any other reason stated in Section 3(d),,and(iii)replacement parts and against all claims, losses, liabilities and expenses (including if Customer does not return defective parts to AWDT within 30 days after attorneys' fees and other litigation or settlement costs) arising out of replacement parts are shipped.Notwithstanding anything to the contrary Customer's handling, possession, use or sale of the equipment and set forth herein, no parts will be furnished under this Agreement to be replacement parts. held in inventory by Customer for future needs or service. Diagnostics, calibrators,controls,consumables,accessories,and all parts and items in 7. Claims. Customer shall be responsible for inspecting and testing direct contact with a reagent or sample including, but not limited to its equipment and replacement parts delivered to it hereunder within electrodes, are not covered by this Service Agreement. If Customer 90 days following the completion of service or delivery of a requires any such items they will be charged at list prices. replacement part and before recommencing use of the equipment.Any claim under this Agreement must be made within 90 days after service 5. Warranty. AWDT warrants that replacement parts furnished under is performed or a replacement part is delivered,or if the defect is one this Agreement will be free of defects in material and workmanship(or, which cannot reasonably be discovered upon the completion of service if reconditioned,to be equivalent to new in performance)under normal or delivery of a replacement part, within 30 days after said defect use and proper maintenance for a period of 90 days from the date of should reasonably have been discovered but in no event later than one installation. AWDT further warrants that it will provide the services year after the completion of service or delivery of a replacement part. herein specified in a professional and workmanlike manner during the Customer's failure to give AWDT written notice of claim within such term of this Agreement. THIS WARRANTY IS GIVEN EXPRESSLY time shall constitute a waiver by Customer of all claims with respect AND IN PLACE OF ALL OTHER WARRANTIES,EXPRESSED OR to the service performed,including but not limited to claims for breach IMPLIED, STATUTORY OR OTHERWISE, INCLUDING of warranty. WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,WHICH ARE EXPRESSLY EXCLUDED, 8. Customer's Obligations. Customer agrees: (i) that its operators AND IS THE ONLY WARRANTY GIVEN BY AWDT.CUSTOMER will complete training in the operation and maintenance of the AGREES THAT AWDT HAS MADE NO UNDERTAKINGS, equipment provided by AWDT prior to using the equipment; (ii) to AGREEMENTS OR REPRESENTATIONS, EXPRESSED OR comply with the provisions of the AWDT Operators Manual in IMPLIED WITH RESPECT TO THE SUBJECT MATTER OF THIS operating and maintaining the equipment; (iii) to comply with AGREEMENT,OTHER THAN THOSE EXPRESSLY SET FORTH IN AWDT's instructions in correcting malfunctions of the equipment;(iv) THIS AGREEMENT.WARRANTY FOR PARTS NOT COVERED BY to make the equipment readily accessible to the FSE dispatched by THIS AGREEMENT SHALL BE COVERED BY AWDT'S AWDT at the times scheduled for all service calls;and(v)to provide STANDARD WARRANTY FOR THOSE PARTS AS SET FORTH IN the FSE and other applicable AWDT employees with information, AWDT INVOICES. including material safety data sheets,sufficient to identity the hazards associated with hazardous chemicals to which they may be exposed 6.Limitation of Liability.Notwithstanding anything to the contrary set when providing service at Customer's site (excluding chemicals forth in this Agreement,AWDT shall have no liability for any indirect, provided by AWDT). incidental,consequential,special or punitive damages,including but not limited to lost profits and damage to reputation,resulting from breach of 9. Modification or Add-On Equipment. Nothing contained herein AWDT's warranty,from the breach or non-performance of any term or shall obligate AWDT to perform service on any equipment that has condition set forth in this Agreement or from AWDT's actual or imputed been modified or altered without prior written approval from AWDT, negligence, whether or not AWDT was aware of the likelihood of such or on equipment obtained from other manufacturers. damages being incurred. In the event of any such breach, non- performance or negligence, AWDT's sole obligation and liability, and 10. Equipment Relocation. If the equipment is relocated in any Customer's exclusive remedy under this Agreement,shall be limited: (i) manner (including relocation to a different room or floor within the in the case of parts, to repairing or replacing (with a new part or one same Customer facility site) without the written approval of AWDT equivalent to new in performance) any part which AWDT finds to be obtained at least 30 days in advance thereof, AWDT will have the defective in material or workmanship, at AWDT's option, either at option to terminate this Agreement and all further obligations to Customer's installation site or at an AWDT facility designated by AWDT perform hereunder. All moving costs relating to the equipment (shipment to such facility to be at AWDT's expense if AWDT finds the relocation are the responsibility of Customer. The cost of re- part to be defective in material or workmanship) and (ii)in the case of installation of the equipment will be billable to Customer at then services invoiced in connection with repairs,at AWDT's election to re- prevailing AWDT labor rates.Parts and/or labor required to repair any perform any services which AWDT finds to be non-conforming to damage incurred in the relocation will be billable to Customer at then warranty. Notwithstanding anything herein to the contrary, the liability prevailing AWDT prices and/or rates. of AWDT with respect to a claim of any kind whatsoever, shall not exceed the invoice price of the replacement parts or service as to which 11. Payment/Default. Payment for all services rendered under this the claim is made. Customer assumes all responsibility and liability for Agreement that are not included in the Standard Services and which injury or damages resulting from its handling,possession,use or sale of are not covered by the annual service fee set forth in the Service the equipment and replacement Agreement Acceptance Form shall be made by Customer without offset or deduction of any kind,net 30 days from invoice date. If any ALFA WASSERMANN DIAGNOSTIC TECHNOLOGIES,LLC 4 Henderson Drive West Caldwell, NJ 07006 ♦`' � (973)882-8630 0 Fax:(973)227-0998 ALFA°LIFE" www.AlfaWassermannUS.com we SUPPORT wua QIANGINGNEEDS . ALFA W4SSERMANN payment is overdue more than 30 days, AWDT may, at its option, 15. Confidential Information.While AWDT does not contemplate suspend or terminate this Agreement, in addition to pursuing all other furnishing confidential information of any kind under this Agreement remedies available to it.Late payments are subject to a charge of one and to Customer or to any governmental entity, any proprietary one half percent (1 1/2%) per month on the unpaid balance, or the information pertaining to the services to be provided hereunder which maximum amount permitted by applicable law, whichever is less. may be furnished by AWDT to Customer or to such governmental AWDT's normal payment terms set forth above are subject to verification entity will (i)remain AWDT's property,(ii)be held in confidence by of Customer's credit by AWDT and AWDT may modify such terms and Customer,(iii)be returned to AWDT upon AWDT's request and(iv) require payment in advance if it determines in its sole judgment that may not be used without AWDT's written permission for any purpose Customer's payment record or credit history do not justify continuance other than to use, operate and perform routine maintenance on of such normal payment terms. In case of default of any payment by Customer's AWDT equipment and for no other purpose. Customer, Customer shall be responsible for all costs of collection incurred by AWDT, including, without limitation, attorney's fees and 16. HIPAA. During the course of providing the Assist Services, or other litigation or settlement costs. otherwise,AWDT personnel may obtain access to information stored on a Customer's equipment that constitutes protected health 12.Taxes.If applicable,there shall be added to the charges specified on information ("PHI") under the Health Information Portability and the face of the Service Agreement Acceptance Form and all additional Accountability Act of 1996(HIPAA).If that situation occurs,AWDT charges provided for in this Agreement the amount of any taxes,however will promptly advise Customer of the incident so that it can fulfill its designated,levied or based,directly or indirectly on such charges or on obligations under HIPAA and other applicable laws and regulations this Agreement or the service or parts required to be provided by AWDT governing confidential patient data.Any such information accessed by under this Agreement, including Federal, State and local taxes, but, AWDT personnel will be used for the sole purpose of attempting to excluding any taxes incurred by AWDT based on income attributable to diagnose and correct operating problems that the Customer is fees paid by Customer under this Agreement. If Customer is exempt from experiencing with its equipment,and to service the equipment.AWDT such taxes it shall provide evidence of such tax-exemption promptly upon will not disclose any such information to third parties or retain any request by AWDT. such information other than in de-identified form for archival purposes and as required in order for AWDT to comply with applicable laws 13. Pricing.If this Agreement has a term covering multiple years, the and regulations regarding maintaining records of service-related annual fee will be increased on each anniversary date of the Agreement activities. AWDT fully complies with HIPAA and the Health by an amount not to exceed the greater of(a) 12%per year, or(b) the Information Technology for Economic and Clinical Health Act of annual increase in the consumer price index for the region or greater 2009(HITECH). metropolitan area in which Customer's site at which the equipment is installed is located.The increased rate will become effective immediately 17.Force Majeure. The failure of AWDT to make,or of Customer upon delivery of written notice to Customer by AWDT. In the case of to request or accept,any one or more deliveries of parts or service(or one year agreements that are renewed,the fee to be charged during the portions thereof)when due shall not subject the party so failing to any renewal term will be increased in the same manner. liability to the other if such failure shall be caused by or result from an act of God or the public enemy,governmental action,fire, explosion, 14.Omnibus Reconciliation Act of 1980.If it is ultimately determined flood, drought, war, riot, sabotage, embargo, strikes, or other labor that Section 952 of the Omnibus Reconciliation Act of 1980(Public Law trouble, failure, in whole or in part, of AWDT's suppliers or any 96-499) is applicable to this Agreement and if the annual fee payable subcontractor to deliver materials,equipment,or machinery to AWDT under this Agreement is $10,000 or more over a twelve-month period, on schedule,interruption of or delay in transportation,shortage of fuel, AWDT agrees that: (i) until the expiration of four years after the energy or utilities, or by any other event or circumstance of a similar furnishing of the services pursuant to this Agreement,AWDT shall make or different nature beyond the reasonable control of the party so failing. available, upon written request to the Secretary of the Department of In no event shall AWDT be obligated to provide replacement Health and Human Services,or upon request to the Comptroller General, equipment in such circumstances or to purchase products,equipment or any of their duly authorized representatives,the agreement and books, or replacement parts from others or to engage other service providers documents and records of AWDT that are necessary to certify the nature in order to enable it to perform under this Agreement. and extent of such costs and(ii)if AWDT carries out any of the duties of this Agreement through a subagreement,with a value or cost of$10,000 18.Allocation.In the event AWDT's supply of any replacement parts or more over a twelve-month period, with a related organization, such is reduced, AWDT may allocate its entire available supply to its subagreement shall contain a clause to the effect that until the expiration customers and its own requirements on such basis as it shall determine, of four years after the furnishing of such service pursuant to such in its discretion, to be fair and reasonable. Should AWDT elect to subagreement,the related organization shall make available,upon written discontinue, curtail or limit the production or sale of any part or request to the Secretary,or upon request to the Comptroller General,or product as a result of the application of any governmental statute, any of their duly authorized representatives, the subagreement, and regulation or order, including but not limited to those applicable to books,documents and records of such organization that are necessary to prices, transportation, energy, pollution or product safety, which, in verify the nature and extent of such costs. AWDT's judgment, will render the production or marketing of such part or product economically, technologically or commercially infeasible,AWDT may,without penalty or other charge,terminate ALFA WASSERMANN DIAGNOSTIC TECHNOLOGIES,LLC 4 Henderson Drive West Caldwell,NJ 07006 �� (973)882-8630 Ania Fax:(973)227-0998 ALFAOR LIFE www.AlfaWassermannUS.com we SUPPORT YOUR auNGINGNEEDS ALFA WASSERMANN this Agreement with respect to such part or product upon sixty(60)days' prior written notice to Customer. 19. Miscellaneous.This Agreement and any of the rights hereunder shall not be assigned or transferred by Customer or its successors without the prior written consent of AWDT. Customer hereby consents to the assignment of this Agreement by AWDT to any affiliated company or to any successor of AWDT.This Agreement contains the entire agreement between the parties with respect to service of the equipment specified herein. All previous and collateral agreements relating to the subject matter of this Agreement, written, oral and electronic are superseded hereby.Any representation,promise or condition not expressly set forth in this Agreement shall not be binding on either party. No waiver, alteration or modification of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the parties. Failure of either party to insist on strict compliance with any provision hereof,or to exercise any right hereunder,shall not constitute a waiver of such provision or right in any other instance. The performance of each party hereunder is undertaken as an independent contractor and not as an agent or partner of the other party.Neither party shall enter into or incur,or hold itself out to third parties as having authority to enter into or incur on behalf of the other party or any of its affiliates,any contractual obligation, expense,or liability whatsoever. Section headings are for convenience of reference only and shall not have any effect upon the interpretation of these terms and conditions. This Agreement shall be construed in accordance with the laws of the State of New Jersey without giving effect to the principles of conflicts of law. Venue for any action filed in regard to this Agreement shall be exclusively in the federal and state courts located in Newark,New Jersey. AWDT and Customer waive any and all right to trial by jury in any action or proceeding relating in any way to this Agreement. All notices required or permitted hereunder shall be in writing and served by registered or certified mail, return receipt or by overnight courier and shall be effective upon receipt. This Agreement has been subject to review and negotiation by the parties with the assistance of counsel and no presumption in the interpretation of this Agreement for or against either of them due to authorship shall be applicable. ANY TERMS OR CONDITIONS PERTAINING TO THE MATTERS SET FORTH IN THIS SERVICE AGREEMENT WHICH MAY APPEAR ON ANY CUSTOMER PURCHASE ORDER OR OTHER DOCUMENT ARE EXPRESSLY REJECTED BY AWDT. Port Arthur City Health Lab Signature Date Printed Name Title Document#CB28 Rev.2 12/12 ALFA WASSERMANN DIAGNOSTIC TECHNOLOGIES,LLC 4 Henderson Drive / West Caldwell,NJ 07006 eAr (973)882-8630 Fax:(973)227-0998 ALFA° LIFE" www.AlfaWassermannUS.com WE waroarvoue CHANGING NEEDS ALFA WASSERMANN Diagnostic Technologies, ac I September 8, 2014 Port Arthur City Health Lab 409 Austin Avenue Port Arthur, TX 77640 Attention: Lloyd Haggard Enclosed is a personalized Service and Maintenance Proposal for your instrument. Please note the importance of protecting your investment and maintaining the reliability of your analytical and diagnostic instrument by taking advantage of one of our Alfa Care Protection Plan option(s). Should you decide to purchase the Agreement, please indicate the option selected, sign the complete contract, and return the signed agreement including the method of payment in full and sales tax if you reside in applicable state tax to Alfa Wassermann. This agreement cannot be processed without payment and applicable taxes, in advance. If there are any questions regarding this agreement, please feel free to contact me at 1-800-220-4488, extension 166 or you can fax any information to: 973-227-0998. Sincerely, Alfa Wassermann Diagnostic Technologies, LLC Alexandra Miller Contract Administrator amiller@alfawassermannus.com ALFA WASSERMANN DIAGNOSTIC TECHNOLOGIES,LLC 4 Henderson Drive 1 West Caldwell,NJ 07006 (973)882-8630 Fax:(973)227-0998 ALFAT)LIFE" .. .....AIf.1A/nocnr.r.o....l IC.......