Philips Long Term Agreement.pdf - Polk County

CONFIDENTIAL 

PHILIPS 

Philips Healthcare Systems 

Term: Three years 

Agreement No.: LTDA 458 

By and Between Philips Healthcare and 

Polk County, a Political Subdivision 

of the State of Florida 

Long Term Discount Agreement 

This Long Term Discount Agreement (“LTDA”) is by and between Philips Healthcare (“Philips”) and 

Polk County, a Political Subdivision of the State of Florida (“Customer”) and any/all of its eligible 

entities or affiliates listed in Attachment “B” or by inclusion under Attachment “C”(individually and 

collectively “Customer”). The term of this LTDA shall be three years from the date of the last signature 

below (“Term”). Upon every subsequent renewal term of this agreement, Philips reserves the right to 

base the discounts below on the then current list price for its products, but will retain discount(s) 

percentages per Attachment A. Either party may terminate this agreement at any time during the term 

with 30 days written notice. 

During the Term, Philips may offer Customer all commercially available products identified in 

Exhibit “A” as well as those products that may become commercially available during the term of the 

Agreement at the discounts indicated in Exhibit “A”. The discounts shown on Exhibit “A” will be 

taken from Philips active/current pricing for products offered herein as well as those added during the 

term of the agreement. Attached prices (Exhibit A) do not include any applicable sales taxes and are 

subject to change without notification. 

This Agreement together with any Philips Quotation(s), Philips Terms and Condition of Sale, 

Operating Software License, and Philips Standard Equipment Warranties posted on 

http://www.healthcare.philips.com/main/terms_conditions/, represents the entire agreement between 

Philips and the Customer and supersedes all previous communications, representations, agreements 

and negotiations between the Customer(s) on this matter. Any materially substantive modification, 

amendment or supplement shall not be binding unless it is in writing and signed by an authorized 

representative of Customer and Philips. The offer to enter into this Agreement is valid 90 days from 

June 16, 2011. 

Philips Contact Information 

Philips Healthcare 

3000 Minuteman Rd. 

Andover, MA 01810 

Customer service 

Fax: 800-947-3299 

Customer Contact Information 

Customer name: Polk County 

Customer Address: 2470 Clower Lane, 

Bartow FL 33830 

Customer Contact: Mary Combee 

Email: MaryCombee@polk-county.net 

Phone:863-534-5613 

January 2011 Rev. A Page 1 of 4 Confidential 

Polk County EMS – LTDA458 

June 16, 2011 

Contract Manager: Trish Archambault

CONFIDENTIAL 

PHILIPS 

SIGNATURE PAGE 

Philips Long Term Discount Agreement (“LTDA”) 

Contract No.: LTDA 458 

Between 

Philips Healthcare (“Philips”) 

a division of 

Philips Electronics North America Corporation 

and 

Polk County, a Political Subdivision 

of the State of Florida 

PHILIPS HEALTHCARE 

a division of Philips Electronics North 

America Corporation 

POLK COUNTY, A POLITICAL 

SUBDIVISION OF THE STATE OF 

FLORIDA 

Printed Name: 

Printed Name: 

Signature 

Signature 

Title 

Title 

Date 

Date 



June 16, 2011 


CONFIDENTIAL 

PHILIPS 

ATTACHMENT A 

Products and Supplies 

The following discounts will be fixed for a term of three years. Upon every subsequent 

renewal term of this agreement, Philips reserves the right to base the discounts below on the 

then current list price for its products. For purchases made under this agreement the 

discounts below will be fixed and applied to Philips current pricing established under this 

agreement. 

Philips MRX Products 

45% discount off MRx devices and upgrades 

35% off MRx supplies. 

Philips AED Products 

AED devices and accessories: 

Qty – 1-10 FRx AED’s - 50% discount 

11-20 FRx AED’s – 52% discount 

21+ FRx AED’s 54% discount. 

AED Supplies 

35% discount off AED supplies 

Philips Whisperflow Products 

40% Whisperflow generators and supplies 



June 16, 2011 


CONFIDENTIAL 

PHILIPS 

ATTACHMENT B 

CUSTOMER’S AFFILIATES / ELIGIBLE ENTITIES 

This Attachment entitles the Customer and the following affiliates/eligible entities to order 

and/or accept shipments from Philips for specified on all Products Attachments/Exhibits 

under this LTDA. Affiliates/eligible entities included hereunder are bound by the terms of 

this LTDA. 

Seller Name Address City State Zip 

Philips Healthcare 3000 Minuteman Road Andover MA 01801 

Customer Name Address City State Zip 

Please provide a list of 

Participating Affiliates. Include 

Contact name, facility name and 

address. 

NONE 

Upon submission of a completed Participating Entity for (Attachment C herein) this LTDA 

may be utilized by any political subdivision within the State of Florida. 



June 16, 2011 



a division of 

Philips Electronics North America Corporation (“Philips”) 

Entity Agreement Affiliation Form 

I ______________________________________________________, hereby state that I am a 

(Print Name and Title) 

duly authorized representative of _________________________________________________ 

(Entity Name) 

(hereafter “Member”) and further represent that Member has the legal right and authority to 

Make purchases under Agreement _______________________, which is between Philips and 

(Agreement Number) 

___________________________________________________________________. Member further 

(Principal Contract Party) 

agrees that all purchases of products under this Agreement shall be governed exclusively by the terms 

and conditions of this Agreement. Member’s additional or different terms and conditions, whether stated 

in a purchase order or other document issued by Member, are specifically rejected and shall not apply to 

the transactions contemplated by the quotation. 

____________________________________________________________ 

(Signature) 

____________________________________________________________ 

(Date) 

____________________________________________________________ 

(Printed Name and Title) 

____________________________________________________________ 

(Entity Name) 


Date: July 27, 2010 

Rev. 0 

Page 1 of 1

Instructions: 

The attached form is necessary to complete your order. Please fill out the form in its entirety. 

Once completed, you may fox the form to (978) 856-3148. You may also email the 

completed form to patricia.archambault@Philips.com. 

Please be advised that the form will remain on file with Philips Healthcare. 

All questions should be directed to your Philips Representative. If you do not have a Philips 

Representative, you may direct questions to Trish Archambault, Contracts Manager at 

(978)659-7747. 

Thank you. 



Date: July 27, 2010 

Rev. 0 

Page 1 of 1


3000 Minuteman Rd MS-0400 


800-934-7372 telephone 

800-947-3299 facsimile 

DOCUMENTS INCLUDED 

Addendum to Long Term Discount Agreement dated February 17, 2010 

Philips Terms and Conditions Negotiated and dated June 16, 2011 

Philips Operating License 

Philips Warranty

Philips Standard Terms and Conditions of Sale 

CONFIDENTIAL 

PHILIPS 

The products and services listed in the quotation are offered by Philips Healthcare, a division of Philips Electronics North 

America Corporation ("Philips") only under the terms and conditions described below. 

1. Price; Taxes. 

The purchase price stated in the quotation does not include applicable sales, excise, use, or other taxes in effect or later levied. 

Unless Customer provides Philips with an appropriate exemption certificate reasonably in advance of the date the product is 

available for delivery, Philips shall invoice Customer for those taxes, and Customer shall pay those taxes in accordance with 

the terms of the invoice. 

2. Cancellation. 

Philips’ cancellation policies are set forth in the applicable 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 immediately pay such 

invoice on receipt for each product in accordance with the payment terms set forth in the applicable schedule attached to 

these Terms and Conditions of Sale. 

3.2 Orders are subject to Philips’ on-going credit review and approval. 

3.3 Customer shall pay interest on any amount not paid when due at the maximum rate permitted by applicable law. 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 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. 

4. Trade - In. 

If Customer will be trading-in any equipment ("Trade-In"), then: 

4.1 Customer represents and warrants that Customer has good and marketable title to such Trade-In; 

4.2 Title to the Trade-In shall pass from Customer to Philips upon Philips making the new equipment available for first patient 

use. 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; and 

4.3 Notwithstanding anything to the contrary in any Business Associate Addendum (“BAA”), Customer represents and 

warrants that Customer has removed or de-identified all Protected Health Information from the Trade-In equipment as of the 

date the equipment is removed. To the extent Customer has not done so, Customer agrees to reimburse Philips for any out-ofpocket 

costs Philips incurs to remove or de-identify PHI (“PHI”) from the Trade-In. 

4.4 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 of receipt of invoice. 

4.5 If Philips does not receive possession of the Trade-In, Philips will charge Customer, and Customer will pay within thirty 

(30) days of receipt of invoice, the amount of the Trade-In allowance. 

4.6 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. 

5. Leases. 

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 Philips has received copies of the fully executed lease documents and has approved the 

same. 

6. Security Interest. OMITTED 

7. Shipment and Risk of Loss. 

7.1 The applicable schedule attached to these Terms and Conditions of Sale shall apply for delivery. 

7.2 Title to any product (excluding software), and the risk of loss or damage to any product shall pass to the Customer F.O.B. 

destination. Customer shall obtain and pay for insurance covering such risks at destination. 

8. Installation, Site Preparation, Remote Services. 



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CONFIDENTIAL 

PHILIPS 

8.1 Installation. Customer shall provide Philips full and free access to the installation site and suitable and safe space for 

the storage of the products before installation. Customer shall advise Philips of conditions at or near the site, including any 

hazardous materials, that could adversely affect the installation or pose a health or safety risk to Philips’ personnel, and 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 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. Customer shall be 

responsible, at its expense, for rigging, the removal of partitions or other obstacles, and restoration work. The products will be 

installed during normal working hours. Philips will unpack the product, construct applicable pads (if required for certain 

products), connect the product to a safety switch or breaker to be installed by the Customer, and calibrate and test the product. 

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. 

8.2 Site Preparation. 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, install, and use the product. Site preparation shall be in compliance with all safety, electrical, RF or 

magnetic shielding and acoustical suppression 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. 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. 

CUSTOMER INDEMNIFIES PHILIPS AGAINST ANY CLAIMS, INCLUDING SUBROGATION CLAIMS, ARISING FROM 

CUSTOMER’S SITE PREPARATION RESPONSIBILITIES. 

8.3 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 (or a Customer-owned router acceptable to Philips at Customer’s option) for connection to the equipment and to 

Customer’s network; and, (b) at all times during the warranty period provide Philips with full and free access to the router and a 

dedicated broadband Internet access node, including but not limited to public and private interface access, suitable to establish 

a successful connection to the products through the Philips RSN and Customer’s network for Philips’ use in remote servicing of 

the product, remote assistance to personnel that operate the products, updating the products software, 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 at the scheduled time 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. 

9. Product Warranty. 

9.1 (a) If a separate product warranty prints as part of this quotation, that product warranty applies to your purchase and is 

incorporated herein; otherwise Section 9.2-9.5 shall apply unless the product is identified under 9.1 (b). (b) For Patient 

Monitoring and Cardiac Resuscitation and InnerCool products, the product warranty document can be found at: 

www.healthcare.philips.com/main/terms_conditions/, or can be provided upon request. 

9.2 Hardware/Systems. Philips warrants to Customer that the Philips equipment (including its operating software) will 

perform in substantial compliance with its performance specifications, in the documentation accompanying the products, for a 

period of 12 months beginning upon availability for first patient use. 

9.3 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 Standalone 

Licensed Software, the foregoing warranty period shall commence upon shipment. 

9.4 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 

warranty period begins on the thirty-first (31 st ) day following that date. 

9.5 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 A.M. to 5:00 

P.M., Monday through Friday, excluding Philips’ observed holidays), will be subject to payment by Customer at Philips’ 

standard service rates. If Philips elects to provide Customer a refund, then Philips shall reasonably determine the applicable 

refund amount based upon a variety of relevant factors including, but not limited, to the original sales price, the age of the 



June 16, 2011 


CONFIDENTIAL 

PHILIPS 

equipment, and the condition of the equipment when returned. Philips shall determine the amount of refunds for products 

under warranty on a case-by-case basis. 

9.6 This warranty is subject to the following conditions: the product: (a) is to be installed by authorized Philips 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 any time 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 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 (except DAT file changes) running in connection with the Licensed 

Software without prior validation 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. 

9.7 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, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF 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. 

10. Philips Proprietary Service Materials. 

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. 

11. Patent Infringement Claims. 

11.1 Philips shall defend or settle any claim brought against Customer that a Philips product provided in the quotation 

infringes a valid claim under a United States patent 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. 

11.2 The provisions of this section shall not apply if the product is sold or transferred. 

11.3 If (a) a Philips the product is found or believed by Philips to infringe such a claim; 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. If Philips elects to provide Customer a 

refund, then Philips shall reasonably determine the applicable refund amount based upon a variety of relevant factors 

including, but not limited, to the original sales price, the age of the equipment, and the condition of the equipment when 

returned. Philips shall determine the amount of refunds for products under warranty on a case-by-case basis. 

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 products not manufactured by Philips; if infringement would have been 

avoided by the use of a current unaltered release of the products and Philips provided Customer written notification that use of 

such release was mandatory; or use of the products after Philips has offered Customer one of the options described herein. 

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. 

12. Limitation of Liability. 

THE TOTAL LIABILITY, IF ANY, OF THE PARTIES AND THEIR AFFILIATES FOR ALL DAMAGES AND BASED ON ALL 

CLAIMS, WHETHER ARISING FROM 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. 

THIS LIMITATION SHALL NOT APPLY TO THIRD PARTY CLAIMS FOR BODILY INJURY OR DEATH CAUSED BY THE 

PARTIES’ NEGLIGENCE OR PROVEN PRODUCT DEFECT. 

13. DISCLAIMER. 



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CONFIDENTIAL 

PHILIPS 

IN NO EVENT SHALL THE PARTIES OR THEIR AFFILIATES BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, 

CONSEQUENTIAL, 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. 

14. Confidentiality. 

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 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 obligation to maintain the confidentiality of such information shall not extend to information 

in the public domain at the time of disclosure, and/or information that is required to be disclosed by law or by court order, In 

accordance with Ch. 119 of the Florida Statues, Public Records Law. 

Upon receipt of a public records request (whether pursuant to Chapter 119, Florida Statutes, the Freedom of Information Act, 

or other applicable law) that could require the release of public records pertaining to this agreement, the Customer shall notify 

Philips in writing of the request. At any time prior to the date when the Customer must provide records in response to such a 

request, Philips may deliver written notice to the Customer explaining Philips’ good faith determination as to its belief why all or 

some portion of the requested material is not required to be released pursuant to a specific exemption or exception to the 

applicable law. The Customer shall consider Philips notice and make a final determination as to the Customer’s legal 

obligation to release records responsive to the public records request. The Customer will provide advance notice to Philips 

before releasing any documents or other materials that Philips contends is exempt from disclosure. 

15. Compliance with Laws & Privacy. 

15.1 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 affirmative action, fair employment practices, 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 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]). 

15.2 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 relating to an individual, from which that individual can be directly or 

indirectly identified. 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, gender). Philips will process Personal Data only to the extent 

necessary to perform and/or fulfill its project implementation related service, warranty service and/or warranty obligations 

hereunder. 

15.3 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 include a clause stating that the 

order is funded under ARRA on its purchase order or other document issued by Customer. 

16. General Terms. 

The following additional terms shall be applicable to the purchase of a product: 

16.1 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, acts of God, acts of third 

parties, acts of any civil or military authority, fire, floods, war, embargoes, labor disputes, acts of sabotage, riots, accidents, 

delays of carriers, subcontractors or suppliers, voluntary or mandatory compliance with any government act, regulation or 

request, shortage of labor, materials or manufacturing facilities. 

16.2 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. 

16.3 Assignment. Customer may not assign any rights or obligations in connection with the transactions 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. 

16.4 Export. 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. 

16.5 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 RESPECT TO THIS AGREEMENT OR ANY MATTER RELATED IN ANY WAY 

THERETO. 



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CONFIDENTIAL 

PHILIPS 

16.6 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. 

16.7 Headings. The headings in the quotation are intended for convenience only and shall not be used to interpret the 

quotation. 

16.8 Severability. If any provision of the quotation is deemed to be illegal, unenforceable, or invalid, in whole or in part, the 

validity and enforceability of the remaining provisions shall not be affected or impaired, and shall continue in full force and 

effect. 

16.9 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. 

16.10 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. 

16.11 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. 

16.12 Additional Terms. 

Schedule 1 is incorporated herein and its additional terms shall apply solely to Customer’s purchase of Interventional 

X-Ray (iXR), Computed Tomography (CT), Magnetic Resonance (MR), Cardiovascular (CV), and Positron Emission 

Tomography (PET), Nuclear Medicine (NM) and Ultrasound products (including Image Guided Intervention and 

Therapy (IGIT) products). Schedule 2 is incorporated herein and its additional terms and conditions shall apply to 

Xcelera, Xper, Cardiovascular Information System (CVIS) and TraceMaster Vue EKG Storage System (TMV) as defined 

under such schedule. Schedule 3 is incorporated herein and its additional terms and conditions shall apply to Patient 

Monitoring Systems, Patient Monitoring Diagnostic Electro Cardiology (DECG) and Patient Monitoring IT Products 

(OB TraceVue, CareVue Chart, CompuRecord, TraceMaster Vue System (TMV), Emergin Gateway and Emergin 

Enterprise.) Schedule 4 is incorporated herein and its additional terms and conditions shall solely apply to Philips 

Cardiac Resuscitation and Innercool products. Schedule 5 is incorporated herein and its additional terms and 

conditions shall solely apply to Medical Consumables and Sensors. Schedule 6 is incorporated herein and its 

additional terms and conditions shall solely apply to Philips iSite PACS and RIS products. Schedule 7 is incorporated 

herein and its additional terms and conditions shall solely apply to Invivo Corporation (“Invivo”) Patient Monitoring 

and MRI Coils (“Products”). If any terms set forth in a schedule conflict with terms set forth in these Terms and 

Conditions of Sale, the terms set forth in the schedule shall govern. 

LICENSED SOFTWARE 

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. 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. 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 at the request of Customer. Except as 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. 

1.4 Customer agrees that only authorized officers, employees, and agents of Customer will use the Licensed 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 



June 16, 2011 


CONFIDENTIAL 

PHILIPS 

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. 

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. 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 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, (a) 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 components not certified by Philips. Philips does 

not assume any responsibility or liability with respect to unauthorized modification or substitution of subsystems or 

components. 

3. Open Source. 

3.1 Customer's rights under this License are conditioned upon Customer not performing, and Customer shall not perform, 

any actions in a manner that would require any software furnished with the product, or the product and/or any derivative work 

thereof, to be licensed under Open License Terms. These actions include but are not limited to: 

(a) combining such software, the product or a derivative work thereof with Open Source Software by means of 

incorporation, linking or otherwise; or 

(b) distributing such software, the product or a derivative work thereof with Open Source Software; or 

(c) using Open Source Software to create a derivative work of the product or such software, insofar as these actions would 

require such software, the product or a derivative work thereof to be licensed under Open License Terms. 

3.2 As used herein, “Open Source Software” means any software that is licensed under Open License Terms. “Open License 

Terms” means terms in any license agreement or grant that requires as a condition of use, modification and/or distribution of a 

work that: 

(a) source code will be made available, or 

(b) permission will be granted for creating derivative works, or 

(c) a royalty-free license be granted to any party under any intellectual property right regarding that work and/or any other 

work that contains, is combined with, requires or is based on that work. 

3.3 Customer shall indemnify Philips and its affiliates against and hold Philips and its affiliates harmless from any damage or 

costs arising from or in connection with any violation or breach of the provisions of this Section 3, and Customer shall 

reimburse all costs and expenses incurred by Philips and/or its affiliates in defending any claim, demand, suit or proceeding 

arising from or in connection with such violation or breach. 



June 16, 2011 


CONFIDENTIAL 

PHILIPS 

Schedule 1 

Cardiac Resuscitation and InnerCool 

1. Prices. 

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. 

Customer may cancel an order prior to delivery at no cost. 


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 45 days from Philips’ invoice date. 

4. Delivery. 

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 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. 

5. Installation. 

Acceptance by Customer occurs upon delivery. Deployment and installation are Customer’s responsibility. 

6. Operating Software License. 

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. License to use the software-only products such as Event Review Pro is set forth in a separate license agreement 

and also at www.healthcare.philips.com/main/terms_conditions/. 



June 16, 2011 


CONFIDENTIAL 

PHILIPS 

Schedule 2 

Medical Consumables and Sensors 

1. Prices. 

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. 


100% of the purchase price shall be due 45 days from Philips’ invoice date. 

3. Orders. 

Notwithstanding Section 7 of the Philips Terms and Conditions of Sale in this Agreement, Philips reserves the right to charge a 

shipping fee for Medical Consumables and Sensors. 

4. Return Policy. 

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. 

4.1 The Customer Services Department of Philips Healthcare 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. 

4.2 Returns after sixty (60) days of shipment shall be subject to a restocking charge. 

4.3 Philips does not accept returns of Consumables Products that have been opened, are expired or damaged. Please 

contact Philips Healthcare at 800-228-0230 for guidance on any returns. 



June 16, 2011 


PHILIPS HEALTHCARE 

LICENSED SOFTWARE 

BY OPERATING THIS PRODUCT AND USING THE LICENSED SOFTWARE, YOU AGREE TO 

ALL THE TERMS OF THIS LICENSE AGREEMENT AND LIMITATION OF REMEDY 

PROVISIONS. IF YOU DO NOT AGREE WITH THE TERMS OF THIS LICENSE AGREEMENT, 

RETURN THE LICENSED SOFTWARE TO THE SELLER FOR A FULL REFUND. 

The Philips proprietary computer software package (“Licensed Software”) installed on your system, is 

licensed (and not sold) to you (the “Customer”) by Philips Healthcare, a division of Philips Electronics 

North America Corporation (“Philips”), whose principal place of business is 3000 Minuteman Road, 

Andover, Massachusetts 01810 U.S.A for your use in accordance with this Agreement. 

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. 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. 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 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. 

1.4 Customer agrees that only authorized officers, employees, and agents of Customer will use the 

Licensed 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. 

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. 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 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 

Philips Standard Operating Software License_Rev. 5 Page 1 of 2 

February 2011

perform as intended on systems modified by other than Philips or its authorized agents, or on systems 

which include subsystems or components not certified by Philips. Philips does not assume any 

responsibility or liability with respect to unauthorized modification or substitution of subsystems or 

components. 

3. Open Source. 

3.1 Customer's rights under this License are conditioned upon Customer not performing, and Customer 

shall not perform, any actions in a manner that would require any software furnished with the product, or 

the product and/or any derivative work thereof, to be licensed under Open License Terms. These actions 

include but are not limited to: 

(a) combining such software, the product or a derivative work thereof with Open Source Software by 

means of incorporation, linking or otherwise; or 

(b) distributing such software, the product or a derivative work thereof with Open Source Software; or 

(c) using Open Source Software to create a derivative work of the product or such software, insofar as 

these actions would require such software, the product or a derivative work thereof to be licensed under 

Open License Terms. 

3.2 As used herein, “Open Source Software” means any software that is licensed under Open License 

Terms. “Open License Terms” means terms in any license agreement or grant that requires as a condition 

of use, modification and/or distribution of a work that: 

(a) source code will be made available, or 

(b) permission will be granted for creating derivative works, or 

(c) a royalty-free license be granted to any party under any intellectual property right regarding that 

work and/or any other work that contains, is combined with, requires or is based on that work. 

3.3 Customer shall indemnify Philips and its affiliates against and hold Philips and its affiliates harmless 

from any damage or costs arising from or in connection with any violation or breach of the provisions of 

this Section 3, and Customer shall reimburse all costs and expenses incurred by Philips and/or its affiliates 

in defending any claim, demand, suit or proceeding arising from or in connection with such violation or 

breach. 

4. Limitation of Liability. 

THE TOTAL LIABILITY, IF ANY, OF PHILIPS AND ITS AFFILIATES FOR ALL DAMAGES AND 

BASED ON ALL CLAIMS, WHETHER ARISING FROM 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. THIS LIMITATION SHALL NOT APPLY TO THIRD PARTY CLAIMS FOR BODILY 

INJURY OR DEATH CAUSED BY PHILIPS’ NEGLIGENCE OR PROVEN PRODUCT DEFECT. 

5. DISCLAIMER. 

IN NO EVENT SHALL PHILIPS OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, PUNITIVE, 

INCIDENTAL, CONSEQUENTIAL, 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. 

Philips Standard Operating Software License_Rev. 5 Page 2 of 2 

February 2011

Philips Medical Systems. 206 664 5000 telephone 

Heartstream 

206 664 5001 facsimile 

2301 Fifth Avenue, Suite 200 www.medical.philips.com 

Seattle, WA 98121 

Warranty 

Limited Warranty. Philips Medical Systems warrants that HeartStart FR2 series defibrillators 

HeartStart HS1 series, and HeartStart FRx defibrillators (and related accessories for these 

defibrillators described herein) sold by Philips or an authorized Philips distributor, if (i) used in 

accordance with its labeling and instructions for use, and (ii) properly maintained, shall 

substantially conform to material specifications published by Philips Medical Systems for such 

products and shall be substantially free from defects in material and workmanship for the 

warranty period specified. The HeartStart FR2, HS1, and FRx series defibrillators are warranted 

for five years from the date of shipment by Philips. Disposable defibrillation pads are warranted 

until the expiration date listed on the package. HeartStart FR2, HS1, and FRx series nonrechargeable 

lithium batteries are warranted for four years from the date of installation, 

provided the battery is installed by the shelf-life date stated on the battery. For all other 

accessories for the FR2, HS1, and FRx series defibrillators, Philips Medical Systems warrants 

such products for 12 months from the date of shipment by Philips. Philips Medical Systems 

warrants the media on which the data management software copies are contained for a period of 

60 days from the date of shipment by Philips. Philips Medical Systems warranty does not apply 

to product defects resulting from improper or inadequate maintenance; use of the product with 

software, supplies or interfaces not supplied by Philips; use or operation of the product other than 

in accordance with Philips product specifications and written instruction; abuse, negligence, 

accident, loss or damage in transit; improper site preparation; unauthorized repair or 

modification to the product (“Warranty Exclusions”). 

Customer’s exclusive remedy and Philips Medical Systems’ sole liability for breach of the 

foregoing warranty is as follows. If any product described herein fails to conform to the warranty 

set forth above, at Philips Medical Systems’ sole election, (which election shall be made after 

Philips receives the product), shall repair or replace the product; provided that (a) Philips 

Medical Systems receives notice in a timely manner in writing that such product failed to 

conform and a detailed explanation of any alleged nonconformity; (b) such product is returned to 

Philips Medical Systems during the warranty period; and (c) Philips Medical Systems is 

reasonably satisfied that claimed nonconformities actually exist and were not caused by the 

Warranty Exclusions. Philips Medical System is obligated to this warranty, provided that Philips 

has given prior consent to have the product returned to it, and the product is returned using a 

Returned Goods Authorization (RGA) number provided by Philips. In such instance, Philips 

Medical Systems shall be responsible for the cost of shipping. 

012437-0003 1/17/05

PHILIPS PRODUCT WARRANTY 

Patient Monitoring and Cardiac Care Products 

Medical Information Technology Products for Patient 

Monitoring Systems 

This product warranty document is an addition to the terms and conditions set forth in the 

quotation to which this warranty document is attached and applies to the Patient 

Monitoring and Cardiac Care Products and those Medical Information Technology 

Products used with patient monitoring systems and listed on the quotation, hereinafter 

“PMCC Products.” This warranty does not apply to replacement parts. The terms and 

conditions of the quotation are incorporated into this warranty document. The capitalized 

terms herein have the same meaning as set forth in the quotation unless defined herein. 

1. WARRANTY 

A. Commencement of Warranty Period. For all products the warranty period 

begins on the date of invoice. 

B. Product Specifications. Product Specifications means specific technical 

information about Philips products, which is published in Philips product 

manuals and technical data sheets in effect on the date Philips ships Customer’s 

order. 

C. Product Type and Warranty. 

Category 1: Software Only Products. 

If the PMCC Product described in the quotation includes only software, then 

Philips warrants that any and all media on which the Software is delivered to the 

customer shall be free of defects in material and workmanship for a period of 

ninety (90) days or as otherwise stated in the “PMCC PRODUCT WARRANTY 

CLASSIFICATION TABLE”. 

Category 2: Philips Integrated Hardware / Software Products/Supplies. 

Philips Integrated Hardware/Software Products are those which run on Philips 

designated hardware platforms and which contain hardware which is part of the 

Philips PMCC Product as described in the Product’s Specifications. Philips 

warrants such PMCC Products against defects in materials and workmanship and 

will perform substantially within the Product’s Specifications for a period of 12 

months or as otherwise set forth on the attached Warranty Classification Table. 

Designated hardware platforms are hardware validated by Philips to operate 

PMCC software products in a manner consistent with Product Specifications. 

Philips warrants supplies products against defects in materials and workmanship 

for a minimum of one year or the balance of the product’s shelf life. 

Category 3: Non-Philips Complementary Products. 

Non Philips Complementary Products are Customer selected hardware, which are 

not part of the Philips PMCC Product as described in the Product’s Specifications. 

For Non Philips Complementary Products, the hardware supplier warranty will be 

passed through to the customer and the Philips PMCC warranty shall not apply. 

Page 1 of 6

D. Exclusions. Philips does not warrant PMCC Products to operate error free or 

without interruption. Philips does not warrant third party hardware or third party 

hardware component upgrades; operating systems or operating system patches, 

fixes, updates, or upgrades. Network hardware components, network operating 

systems, and network wires are not covered by this warranty document. 

Consumables used in the operation of the PMCC Product, such as, but not 

limited to storage media, are not covered under this warranty document. Any 

fixes, patches, updates or upgrades to the Software, including without limitation, 

any professional services are not covered by any warranty or condition, express, 

implied, or statutory. 

E. Warranty Limitations. The above warranties do not apply to defects resulting 

from improper or inadequate maintenance or configuration by Customer; 

Customer or third party supplied software, interfacing or consumables; 

unauthorized modification; improper use or operations outside of the 

Specifications for the PMCC Product; abuse, negligence, accident, loss or 

damage in transit; improper site preparation; or unauthorized maintenance or 

repair. The warranty services do not include: servicing or replacing components 

of the PMCC Product other than those listed in the exhibits; the cost of 

consumable materials; providing software updates and upgrades, back-up copies 

of software, or the programming of custom code providing any service or parts 

specifically excluded under the quotation. 

The warranties do not include any service necessary due to: a design, 

specification, or instruction provided by Customer or Customer representative; the 

failure of anyone other than Philips or Philips’ subcontractor to comply with 

Philips’ written instructions or recommendations; any combining of the PMCC 

Product with a product or software of other manufacturers other than those 

recommended by Philips; any alteration or improper storage, handling, use or 

maintenance of the PMCC Product by anyone other than Philips or Philips’ 

subcontractor. 

THE WARRANTIES SET FORTH IN PHILIPS’ WARRANTY DOCUMENT 

WITH RESPECT TO THIS PMCC PRODUCT (INCLUDING THE 

SOFTWARE PROVIDED WITH THE PMCC PRODUCT) ARE THE ONLY 

WARRANTIES MADE BY PHILIPS IN CONNECTION WITH THE PMCC 

PRODUCT, THE SOFTWARE AND THE TRANSACTIONS 

CONTEMPLATED BY THE QUOTATION, AND ARE EXPRESSLY IN LIEU 

OF ANY OTHER WARRANTIES, EXPRESSED OR IMPLIED INCLUDING, 

WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR 

FITNESS FOR A PARTICULAR PURPOSE. 

2. ACCESS TO PMCC PRODUCT 

Philips shall have full, free and safe access to the PMCC Product and Customer’s 

operation, performance and maintenance records for the PMCC Product, on each 

scheduled or requested warranty service visit. Philips shall also have access to and use of 

any machine, service, attachments, features or other equipment necessary to perform the 

necessary service contemplated herein at no charge to Philips. Customer waives 

warranty service if access is not provided to the PMCC Product and Customer’s records. 

Should Philips be denied access to the PMCC Product or Customer’s records at the 

agreed upon time, a charge equal to the appropriate hourly rate will be accepted by the 

Customer for “waiting time”. 

Page 2 of 6

3. WARRANTY COVERAGE & RESPONSE TIME 

Philips will provide to the Customer the on-site or remote Warranty service hours set 

forth on the Warranty Classification Table. Initial telephone response time will be within 

two (2) hours 8a.m. through 5p.m., Monday through Friday, excluding Philips holidays 

and within four (4) hours after hours Customer local time. 

4. TRANSFER OF PMCC INSTALLABLE PRODUCT 

At Philips’ discretion, if Customer transfers or relocates the PMCC installable Product, or 

any portion thereof, all obligations under this warranty document will terminate unless 

Customer receives the prior written consent of Philips for the transfer or relocation. At 

Customer’s request, Philips, at its discretion, will re-locate the PMCC Product and shall 

re-certify the PMCC Product, at the Customers expense. 

5. CUSTOMER RESPONSIBILITIES FOR NETWORKED PRODUCTS 

A. System Administrator. The Customer shall designate and train system 

administrator(s), as defined in the Professional Services Statement of Work (SOW) if 

applicable, who will serve as Philips’ primary support contacts (the “Administrators”) 

during the applicable warranty period. If the Customer does not have trained 

Administrators, then the Customer will be required to purchase an optional PMCC 

Product administration service from Philips. 

B. Remote Access. The Customer shall provide Philips with remote access to the PMCC 

Product as per the Products Specifications and shall notify Philips of any changes to 

remote access connection procedures. Customer must also provide Philips with the 

network and local machine access privileges necessary to perform the warranty services. 

In the event that the Customer prohibits Philips from remotely accessing the PMCC 

Product and Philips unnecessarily sends a field service engineer to the PMCC Product 

site, the Customer will be charged for the services rendered based upon Philips’ thencurrent 

standard labor and material rates. 

C. Security. Philips has taken commercially reasonable steps to ensure that all software 

is free from computer viruses intentional or unintentional that disable, harm or otherwise 

disrupt computer systems or networks. Philips accepts no liability in respect to any loss, 

cost, damage, inconvenience or expense suffered as a result of any computer viruses. 

Post installation, Customer is solely responsible for providing adequate security to 

prevent unauthorized access to or use of the PMCC Product, including but not limited to 

access to proprietary and confidential information. 

D. Data Reconstruction. The Customer is responsible for following the backup 

processes recommended in the Product Specifications. 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. 

6. INTERFACE SUPPORT FOR NETWORKED PRODUCTS 

Philips’ support of DICOM and HL7 interfaces to the PMCC Product is included in the 

applicable warranty period only to the extent that such interfaces exist at the PMCC 

Product location at the time of installation of the PMCC Product. PMCC Product 

interface support does not include the modification of any interface due to interface 

changes in third party hardware or software. In the case of a planned upgrade of the 

PMCC Product or any Software that involves modifications to the PMCC Product 

interface specifications, Philips requires that detailed technical information on such 

Page 3 of 6

modifications be made available to Philips at least ninety (90) days in advance of the 

planned upgrade. In such a case Philips shall have the right, but not the obligation, to 

modify and upgrade the PMCC Product or Software to support such new interface 

specifications at a schedule and cost to be mutually approved by Philips and the 

Customer. The Customer shall pay the cost of any additional work required to implement 

and support the new interface specifications at Philips’ then-current standard rates for 

such service. 

7. LIMITATIONS OF LIABILITY AND DISCLAIMERS 

The total liability, if any, of Philips for all damages and based on all claims, whether 

arising from breach of contract, breach of warranty, negligence, indemnity, strict liability 

or other tort, or otherwise, arising from a PMCC product, licensed software, and/or 

service is limited to the price paid hereunder for the PMCC product, licensed software, or 

service. This limitation shall not apply to third party claims for bodily injury or death 

caused by Philips’ negligence or proven product defect. 

IN NO EVENT SHALL PHILIPS BE LIABLE FOR ANY INDIRECT, PUNITIVE, 

INCIDENTAL, CONSEQUENTIAL, 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 OFCONTRACT, BREACH 

OF WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHER 

TORT. 

8. FORCE MAJEURE 

Philips shall be excused from performing its obligations arising from any delay or default 

caused by events beyond its reasonable control including, but not limited to, acts of God, 

acts of third parties, acts of the other party, acts of any civil or military authority, fire, 

floods, war, embargoes, labor disputes, acts of sabotage, riots, accidents, delays of 

carriers, subcontractors or suppliers, voluntary or mandatory compliance with any 

government act, regulation or request, shortage of labor, materials or manufacturing 

facilities. 

Page 4 of 6

PMCC PRODUCT WARRANTY CLASSIFICATION TABLE 

WARRANTY 

NAME 

Onsite 

WARRANTY 

DESCRIPTION 

Customer site 

repair 

SERVICE 

LOCATION 

WARRANTY 

PERIOD 

PERIOD of 

COVERAGE 

RESPONSE 

TIME 

Onsite 1 year 7x24 Maximum 

next day 

onsite. 

PMCC PRODUCTS 

Product Number/Description 

IntelliVue Patient Monitors 

[X2, MP2, MP5, MP5T, MP20, MP30, MP40, MP50, MP60, 

MP70, MP90, D80] 

IntelliVue Telemetry System (1.4GHz) 

IntelliVue Wireless Infrastructure (802.11) 

IntelliVue XDS – Preinstalled hardware (865159 XD5) 

Application Server 

IntelliVue Info Center M3150, M3155, M3151, M3140, 

M3145, M3170, M3177 

M3154 Data Base Server 

M3169 Small Data Base Server 

Avalon FM20, FM30, FM40, FM50 

Avalon CTS Cordless Fetal Transducer System 

OB TraceVue 

Onsite 

Customer site 

repair 

Onsite 1 Year 8a.m. - 5p.m., 

Monday – 

Friday (6) 

Maximum 

next 

business day 

Philips Patient Monitoring Gateway – 865206_S01, 

865206_S02 

Multi Measurement Server (M3001A) 

PageWriter TC70 Cardiograph (860315) 

Parameter Modules: Cardiac Output, SP02, Transcutaneus 

Gas, Mixed Venous, Invasive Pressure, EEG, Temperature, 

BIS, BISx, Device Interface 

IntelliBridge (865114, 865115) 

M3535A HeartStart MRx (1) 


Bench 

Repair and 

return of 

customer unit 

Philips 

Customer 

Repair Ctr. 

1 Year 8a.m. - 5p.m., 

Monday – 

Friday (6) 

Typical 3 

business 

days (5) 

M4735A / HeartStart XL (1) 

PageWriter Trim Cardiographs (I, II, III) 

Bench 

Bench 

Bench 

Exchange 

Repair and 

return of 

customer unit 

Repair and 

return of 

customer unit 

(with loaner) (2) 

Repair and 

return of 

customer unit 

(with loaner) (2) 

Product 

exchange 


Customer 

Repair Ctr. 


Customer 

Repair Ctr 


Customer 

Repair Ctr. 

2 Year 8a.m. - 5p.m., 

Monday – 

Friday (6) 

2 Year 8a.m. - 5p.m., 

Monday – 

Friday (6) 

5 Year 8a.m. - 5p.m., 

Monday – 

Friday (6) 

N/A 1 Year 8a.m. - 5p.m., 

Monday – 

Friday (6) 

Typical 3 

business 

days (5) 

Typical 3 

business 

days (5) 

Typical 3 

business 

days (5) 

Typical next 

business day 

SureSigns VM4, VM6, VM8, VS3, VSV (8) 

Holter Recorders 

SureSigns VS2 




M1019A (G5) 

M1026B (AGM-B) 

M1013A (G1) 

M1014A Spirometry Module 

IntelliVue XDS – Hardware Only (865159 XD1) 

Exchange 

Product 

exchange 

N/A 2 Year 8a.m. - 5p.m., 

Monday – 

Typical next 

business day 

SureSigns VS Wireless Bridge (W01 option) 

SureSigns VM4, VM6, VM8, VS3, VSV (8) 

Page 5 of 6

Friday (6) 

Exchange 

Product 

exchange 

N/A 5 Year 8a.m. - 5p.m., 

Monday – 

Friday (6) 

Typical next 

business day 

M3860A HeartStart FR2+ (ECG) 

M3861A HeartStart FR2+ (TEXT) 

M5066A HeartStart OnSite 

M5068A HeartStart Home 

861304 HeartStart FRx 

Remote Remote Access Remote 30 days 8a.m. - 5p.m., 

Monday – 

Friday (6) 

Remote Remote Access Remote 90 days (3) 8a.m. - 5p.m., 

Monday – 

Friday (6) 

Maximum 

next 

business day 

Maximum 

next 

business day 

TraceMaster MD ( 860321 option A01) 

IntelliVue Clinical Information Portfolio: Critical Care 

CompuRecord 

Zymed Holter System 

IntelliVue Mobile Patient Access 

Remote (4) Remote Access Remote \ 

Onsite 

Remote (4) 

Biomed 

Biomed 

Part 

Replacement 

In-house 

Biomedical Parts 

In-house 

Biomedical Parts 

Remote \ 

Onsite 

Customer 

site 

Customer 

site 

1 Year 8a.m. - 5p.m., 

Monday – 

Friday (6) 

1 Year 8a.m. - 5p.m., 

Monday – 

Friday (6) 

3 Year 8a.m. - 5p.m., 

Monday – 

Friday (6) 

5 Year 8a.m. - 5p.m., 

Monday – 

Friday (6) 

Maximum 

next 

business day 

Maximum 

next 

business day 

Typical next 

business day 

Typical next 

business day 

Philips Patient Monitoring Gateway 

TraceMaster Vue (including OrderVue option) (7) 

StressVue (7) (and associated treadmills) 

TKM42500 and TMX425 

SureSigns VM4, VM6, VM8, VS2, VS3, VSV (8) 




Notes: 

1. These devices offer optional warranties; the Customer must select one at the time of order or the default of the one year 

warranty will be applied. 

2. Philips will provide a loaner for period of time product is under repair. 

3. Warranty applies to media only. 

4. Most repairs can be completed remotely. Occasional onsite support may be required. 

5. 3 days does not include transportation to and from Philips’ Customer Repair Center. 

6. Excluding scheduled Philips holidays. 

7. When ordered as software only there is a 90-day media only warranty. 

8. These devices offer optional warranties; the Customer must select one at the time of order or the default warranty will be 

applied. 

9. Demo equipment will receive the same warranty as new equipment. 

Philips Healthcare Revision 04/02/2009 

Page 6 of 6


3000 Minuteman Rd MS-0400 


800-934-7372 telephone 

800-947-3299 facsimile 

PRICE LISTS 


March 21, 2011 


Exhibit A 

PHILIPS 

HeartStart FR2+ Defibrillator 

All items below receive the contracted discount of 35% off current list prices in accordance with the terms of Attachment A of LTDA 458. 

FR2+ Automated External Defibrillator Accessories 

REF 

DESCRIPTION 

CURRENT List 

price 4/01/10 Discounted Price 

989803158211 HeartStart AED Defibrillator Pads 1-pack $39.00 $25.35 

989803158221 HeartStart AED Defibrillator Pads 5-pack $154.00 $100.10 

M3870A FR2 AED Infant/Child Defibrillator Pads 1-pack $98.00 $63.70 

M3863A Battery, Long-Life LiMn02, for FR2 Series $246.00 $159.90 

989803136291 Battery, Aviation, LiMN02, FR2 Series $247.00 $160.55 

M3848A Battery, Rechargeable LiION for FR2+ (FR2s shipped before 11/12/01 need a software upgrade to use) $273.00 $177.45 

M3849A Charger for FR2+ Rechargeable Battery (REF M3848A) $155.00 $100.75 

68-PCHAT Fast Response Kit $42.00 $27.30 

M3873A 

FR2+ ECG Assessment Module, AAMI (FR2s shipped prior to 11/12/01 need a software upgrade to use this 

feature) $309.00 $200.85 

989803137771 ECG Monitoring Electrodes – 20 3-packs (six week lead time) $52.00 $33.80 

861386 Guidelines 2005 Owner Upgrade Kit, FR2+ $1,540.00 $1,001.00 

M3876A Software Upgrade $304.00 $197.60 

FR2+ Data Cards 

REF 

DESCRIPTION 

CURRENT List 


M3854A Data Card and Tray for FR2 Series $92.00 $59.80 

M3853A Data Card Tray for FR2 Series $9.00 $5.85 

SDCF-05 Adapter, Data Card to PCMCIA $31.00 $20.15 

M3524A Data Card Reader $155.00 $100.75 

Cases/Wall Mount 

REF 

DESCRIPTION 

CURRENT List 


989803136531 Defibrillator Cabinet, Basic $236.00 $153.40 

PFE7023D Defibrillator Cabinet, Premium, Semi-recessed $438.00 $284.70 

PFE7024D Defibrillator Cabinet, Premium, Wall Surface $411.00 $267.15 

M3868A Carrying Case for FR2 Series $134.00 $87.10 

M3869A Vinyl Carrying Case for FR2 Series $134.00 $87.10 

M3857A Wall Mount Bracket $92.00 $59.80 

M3858A Defibrillator Wall Sign $33.00 $21.45 

M3859A Secure-Pull Seal 10-pack $10.00 $6.50 

YC Carrying Case, Plastic Waterproof Shell $206.00 $133.90 

989803133171 Temperature Control Carry Case $391.00 $254.15 

FR2+ Cross-Product Compatibility 

REF 

DESCRIPTION 

CURRENT List 


05-10000 HeartStart Pads Adapter (QUIK-COMBO) $39.00 $25.35 

05-10100 HeartStart Pads Adapter (Zoll) $39.00 $25.35 

05-10200 HeartStart Pads Adapter (Barrel-style) $39.00 $25.35 

Polk County - LTDA458 

March 15, 2011 

Contract manager: Trish Archambault 1 of 2 

Confidential 

Based on OnSite Price List Effective 04/01/10 REV A 

Discount valid for the term of the agreement

Event Review Software 

Exhibit A 

REF DESCRIPTION PRICE List 6/29/09 

CONTRACT 

PRICE 

861311 Option A01 – HeartStart Review Express Connect Software $88.00 $57.20 

M3834A HeartStart Event Review Software – Single PC $407.00 $264.55 

989803141811 HeartStart Event Review Software – Organization-wide License $1,025.00 $666.25 

861431 Option A01 – HeartStart Event Review Pro Software, Single PC $2,570.00 $1,670.50 

861431 Option A03 – HeartStart Event Review Pro Software, Site License $6,175.00 $4,013.75 

861436 Option A01 – HeartStart Event Review Pro Software, Single PC $1,025.00 $666.25 


FR2+ Training Materials 


CONTRACT 

PRICE 

M3860-91900 Instructions for Use, FR2+, English $21.00 $13.65 

M3860-97800 Quick Reference Card, FR2, English $5.00 $3.25 

M3864A Training & Admin Pack for FR2 Series $206.00 $133.90 

M3855A Charger for FR2 Training & Admin. Pack (includes US power cord) $129.00 $83.85 

M3864-90001 Reference Guide for Training & Admin Pack, FR2 Series $21.00 $13.65 

989803150291 HeartStart FR2+ Toolkit, NTSC $31.00 $20.15 

M3752A HeartStart AED Trainer 2 (Includes Carrying Case, 1 set of Defibrillator Training Pads) $359.00 $233.35 

M3753A Remote Control for AED Trainer 2 $50.00 $32.50 

M3754A Programming Kit for AED Trainer 2 (includes PC Cable and CD with software) $31.00 $20.15 

07-10900 Defibrillator Training Pads: 1 set $26.00 $16.90 

07-11000 Defibrillator Trainer Carrying Case $26.00 $16.90 

M3871A FR2 Series Infant/Child Training Pads $46.00 $29.90 

M3755A Training Pads for AED Little Anne – 1 set $28.00 $18.20 

M3756A AED Little Anne Training System $596.00 $387.40 

Extended Warranties 


CONTRACT 

PRICE 

989803130321 Extended Warranty (2 years) - New FR2+ $510.00 $331.50 

989803130331 Extended Warranty (2 years) - Previously sold FR2+ $510.00 $331.50 

Extended Warranties: For previously sold defibrillators, customers purchasing an extended warranty must do so prior to the expiration of their 

defibrillator’s original, 5-year warranty. Customers must also complete, sign and return any documentation required by Philips to purchase extended 

warranty. 

Pricing: The above prices do not include applicable sales taxes. Philips Terms and Conditions of Sale are available upon request. 

Shipping: Shipping costs are included in all pricing – FOB destination. Supply only orders totaling less than $300 may be subject to a shipping and 

handling charge. Rush shipping is available for an additional ( ) fee. q p g p p 

To obtain an RGA number, call Customer Service. The RGA number must appear on the outside of the box. All returns are subject to a restocking 

fee. For more details on Philips Return Policy, contact Customer Service. 

Customer Service: Phone: (800) 934-7372 Fax (800) 947-3299 

Address: Philips Healthcare, 3000 Minuteman Rd, Andover, MA 01810 


March 15, 2011 

Contract manager: Trish Archambault 2 of 2 

Confidential 



PHILIPS 

HeartStart OnSite Defibrillator 

Exhibit A 

All items below receive the contracted discount of 40% off current list prices in accordance with the terms of Attachment A of LTDA 

458. 

REF 

DESCRIPTION 

CURRENT List 


M5066A HeartStart OnSite Defibrillator (HS1) $1,504.00 $902.40 

When purchasing M5066A, customer must also choose one carry case option: 

Opt R01 

HeartStart HS1 Ready-Pack (includes: standard carrying case, spare Adult SMART Pads 

Cartridge) $143.00 $85.80 

Opt C01 Standard Carry Case (recommended; can carry spare battery and pads cartridge) $102.00 $61.20 

Opt C02 Slim Carry Case $36.00 $21.60 

Opt C04 No Carry Case (Customer receives clear vinyl sleeve for holding Quick Reference Guide and call 911 reminder) $0.00 $0.00 

The HeartStart OnSite Defibrillator includes a pre-installed battery, 1 pre-installed SMART Pads Cartridge, Quick Set-up Guide, Maintenance 

Booklet, Quick Reference Guide, and Owners Manual plus the user-selected carrying case. The HeartStart OnSite Ready-Pack configuration has 

device and spare pads cartridge pre-installed in standard carry case. All option prices indicated above are IN ADDITION TO the price of the M5066A 

defibrillator. 

HeartStart OnSite Defibrillator Accessories 

All items below receive the contracted discount of 35% off current list prices for one (1) year. Current pricing is subject to change without notice 

REF 

DESCRIPTION 

CURRENT List 


M5070A Battery for HeartStart Defibrillator, HS1 $153.00 $99.45 

M5071A Adult SMART Pads Cartridge, HS1 $61.00 $39.65 

M5072A Infant/Child SMART Pads Cartridge, HS1 $98.00 $63.70 


HeartStart Cases and Wall Mounts 

REF 

DESCRIPTION 

CURRENT List 



PFE7023D Defibrillator Cabinet, Semi-recessed $438.00 $284.70 

PFE7024D Defibrillator Cabinet, Wall Surface $411.00 $267.15 

M3857A* 

Wall Mount Bracket (*Wall Mount Bracket (*Consider choosing 989803170891 AED Wall Mount, 

just below, instead) $92.00 $59.80 

989803170891 AED Wall Mount $89.00 $57.85 

861477 

AED Wall Mount and Signage Bundle, English. Includes AED Wall Mount (989803170891), AED 

Wall Sign (989803170921), AED Awareness Placard (989803170901) and AED Awareness 

Posters 4-pack (861476-ABA English). $130.00 $84.50 

M3859A Secure Pull Seal, 10-pack $10.00 $6.50 

M5075A Standard Carry Case for HeartStart HS1 (when ordering case standalone) $134.00 $87.10 

M5076A Slim Carry Case for HeartStart HS1 (when ordering case standalone) $113.00 $73.45 


HeartStart Wall Signs, Awareness Placard and Posters 

REF 

DESCRIPTION 

CURRENT List 

price 4/01/10 

Discounted Price 

M3858A** Defibrillator Wall Sign (**Consider choosing 989803170921 AED Wall Sign, just below, instead) $33.00 $21.45 

989803170921 AED Wall Sign, red $33.00 $21.45 

989803170901 AED Awareness Placard, red $25.00 $16.25 

861476 AED Awareness Posters (4-pack) [opt. ABA English] [opt. ABE Spanish] [opt. ABF French] $20.00 $13.00 

861478 

AED Signage Bundle, English. Includes AED Wall Sign (989803170921), AED Awareness Placard 

(989803170901) and AED Awareness Posters 4-pack (861476-ABA English). $60.00 $39.00 

HeartStart OnSite Training Materials and Learning Products 

REF 

DESCRIPTION 

CURRENT List 


M5066-89100 HeartStart HS1 Toolkit, NTSC $31.00 $20.15 

M5066-91900 Instructions for Use, HeartStart OnSite Defibrillator $21.00 $13.65 

M5066-97800 Quick Reference, HeartStart HS1 $5.00 $3.25 

M5073A Adult Training Pads Cartridge, HS1 $77.00 $50.05 

M5074A Infant/Child Training Pads Cartridge, HS1 $82.00 $53.30 


March 15, 2011 

Contract manager: Trish Archambault Page 1 of 2 

Confidential 



Exhibit A 

HeartStart OnSite Training Materials and Learning Products (continued) 

REF 

DESCRIPTION 

CURRENT List 


M5085A HeartStart Trainer $335.00 $217.75 

M5085-91900 Instructions for Use, HeartStart Trainer $10.00 $6.50 

M5087A Replacement Carry Case, HeartStart Trainer $26.00 $16.90 

M5088A Internal Manikin Adapter (Compatible with OnSite Trainer M5085A only) $31.00 $20.15 

M5089A External Manikin Adapter, 5-pack $52.00 $33.80 

M5090A Adult Pads Placement Guide $26.00 $16.90 

M5093A Replacement Pads, Adult Training $31.00 $20.15 

M5094A Replacement Pads, Infant/Child Training $31.00 $20.15 

989803139281 Infant/Child Pads Placement Guide $26.00 $16.90 

HeartStart Event Review Software 

REF 

DESCRIPTION 

CURRENT List 



861451 Option A01 – HeartStart Data Messenger $165.00 $107.25 

M3834A HeartStart Event Review Software –Single PC $407.00 $264.55 

989803141811 HeartStart Event Review Software – Organization-wide License $1,025.00 $666.25 

989803143051 HeartStart Case Capture Palm TM Data Download Software $81.00 $52.65 

989803143041 HeartStart Configure Palm TM & Pocket PC Configuration Software $81.00 $52.65 


861431 Option A03 – HeartStart Even Review Pro Software, Site License $6,175.00 $4,013.75 

861436 Option A01 – HeartStart Event Review Pro Upgrade, Single PC $1,025.00 $666.25 

861436 Option A03 – HeartStart Even Review Pro Upgrade, Site License $2,055.00 $1,335.75 


REF 

DESCRIPTION 

CURRENT List 


989803130341 Extended Warranty (2 years) – HeartStart OnSite $407.00 $264.55 

989803130351 Extended Warranty (2 years) - Previously Sold HeartStart OnSite $407.00 $264.55 

Extended Warranties: Customers must also complete, sign and return any documentation required by Philips to purchase extended warranty. For 

previously sold defibrillators, customers purchasing an extended warranty must do so prior to the expiration of their defibrillator’s original, 5-year 

warranty. 


Shipping: Shipping costs are included in all pricing – FOB destination. Supply only orders totaling less than $300 may be subject to a shipping and 

handling charge. Rush shipping is available for an additional fee. 

Return Process: A Returned Goods Authorization (RGA) number is required for all returns and must be obtained prior to returning product to Philips. 

To obtain an RGA number, call Customer Service. The RGA number must appear on the outside of the box. All returns are subject to a restocking 

fee. For more details on Philips Return Policy, contact Customer Service. 

Customer Service: Phone: (800) 934-7372 Fax (800) 947-3299 



March 15, 2011 

Contract manager: Trish Archambault Page 2 of 2 

Confidential 



PHILIPS 

MRx Devices, Options and Upgrades 

Part Number Description Current List Price Discount Price 

MRx Device 

All items below receive the contracted discount of 45% off current list prices for the term in accordance with Attachment A of LTDA 458. 

M3536A HeartStart MRx Monitor/Defibrillator $10,286.00 $5,657.30 

Defibrillator Functionality Options (Select Only One) 

A01 SpO2 – pulse oximeter; includes adult re-usable fingertip transducer (M1191B) $1,597.00 $878.35 

A02 

SpO2 and NBP - pulse oximeter and non-invasive blood pressure; includes adult re-usable 

fingertip transducer, adult blood pressure cuff and interconnect cable 

$4,635.00 $2,549.25 

A03 

SpO2, NBP and etCO2 – pulse oximeter, non-invasive blood pressure and end tidal CO2; 

$9,013.00 $4,957.15 

includes adult re-usable fingertip transducer, adult blood pressure cuff and interconnect 

cable, and adult filter line 

A04 EtCO 2 – End Tidal CO2 Monitoring Capability, includes adult filter line $4,429.00 $2,435.95 

A05 

SpO2, NBP, etCO2 and Temperature – pulse oximeter, non-invasive blood pressure and end 

tidal CO2; includes adult re-usable fingertip transducer, adult blood pressure cuff and 

interconnect cable, and adult filter line, sample temperature sensors 

$10,094.00 $5,551.70 

A06 

SpO2, NBP, etCO2, IBP and Temperature – pulse oximeter, 2 channels of invasive blood 

pressure and end tidal CO2; includes adult re-usable fingertip transducer, adult blood 

pressure cuff and interconnect cable, and adult filter line, sample temperature sensors 

$12,360.00 $6,798.00 

A07 

SpO2, NBP, IBP and Temperature - pulse oximeter and 2 channels of invasive blood 

$7,931.00 $4,362.05 

pressure; includes adult re-usable fingertip transducer, adult blood pressure cuff and 

interconnect cable, sample temperature sensors 

A11 

Sp02 and etC02 j- pulse oximeter and end tidal C02; includes adult re-usable fingertip 

$5,923.00 $3,257.65 

transducer and adult filter line. 

SOFTWARE FUNCTIONALITY OPTIONS 

B01 Noninvasive transcutaneous pacing $2,350.00 $1,292.50 

B02 

12-lead ECG acquisition – includes 10-wire trunk cable (989803147691), limb leads, snap 

$4,000.00 $2,200.00 

(M1644A), chest lead snap (M1602A) 

B04 75 mm printer $515.00 $283.25 

B06 Bluetooth 12-lead transmission $2,060.00 $1,133.00 

B08 Q-CPR $2,995.00 $1,647.25 

B09 Q-CPR Data Capture $200.00 $110.00 

B10 MRx Bluetooth Event Summary Transmission $2,060.00 $1,133.00 

B11 MRx 12-Lead Transmission via General Devices’ Rosetta LT $2,060.00 $1,133.00 

B12 Batch LAN Data Transfer $500.00 $275.00 

B14 Audio Recording $1,030.00 $566.50 

B17 ACI-TIPI and TPI $1,800.00 $990.00 

B18 Periodic Clinical Data Transmission $1,500.00 $825.00 

Accessory Options 

C02 

Water-resistant paddles kit – includes water-resistant adult and pediatric external paddles 

and PCI (patient contact indicator). Pediatric paddles are housed under the adult paddles. 

$881.00 $484.55 

C03 Data card – 256MB external data card $92.00 $50.60 

C05 

Lithium Ion battery – includes one rechargeable lithium ion battery with a fuel gauge. 

$400.00 $220.00 

Battery provides approximately 5 hours of monitoring or 200 shocks. 

C06 AC Power Module $412.00 $226.60 

C07 

Barrel style cable - replaces standard cable for barrel style cable (M3507A) & standard test 

$0.00 $0.00 

load to barrel style test load (M1781A) 

C10 

5-wire plug extremity leads (grabbers). If customer also orders B02 (12-lead acquisition) 

they will also receive both 5-wire lead sets (grabbers) for extremity and chest leads. 

$0.00 $0.00 

C11 Long (2.7m) ECG Trunk Cable $0.00 $0.00 

C12 

3-wire plug extremity leads (snap). If customers orders B02 (12-lead acquisition) they will 

$0.00 $0.00 

also receive a 7-wire chest lead set (snaps). 

C16 Shielded 12-lead ECG Cable Set $79.00 $43.45 

C20 

Red Carry Case (Detachable pouches, M3541A) 

$0.00 $0.00 

§ Must select either C20 or C21 

C21 Black Soft Carry Case (Pads only, 989803172501) 

$0.00 $0.00 

§ Must select either C20 or C21 

User Documentation Options 

LP1 Instructions for Use – hard copy of the user instructions guide $0.00 $0.00 

LP2 User training video VHS/PAL $26.00 $14.30 

LP3 User training DVD $26.00 $14.30 

LPK 

Label set, AED/Energy select – label with an emphasis on AED mode. Replaces the 

$0.00 $0.00 

standard energy select label. 

W01 

Warranty Options 

One Year On Site Warranty $0.00 $0.00 

W22 Two-year bench with loaner warranty – replaces standard one year warranty $0.00 $0.00 

WA2 Three-year Biomed warranty – replaces standard one year warranty $0.00 $0.00 

Service Documentation Options 

SM1 Service manual, English only $77.00 $42.35 

SM3 Service training video, English only $26.00 $14.30 


March 16, 2011 

Contract manager: T. Archambault 

Confidential 

Based on MRx Price List Rev.B. 1.17.11

PHILIPS 

Upgrade Options 

M3806A Latest MRx Operational Software Platform 

$103.00 $56.65 

M3530A 

§ Service Technician is optional 

Upgrade to SpO2 

$2,055.00 $1,438.50 

M3531A 

§ Must be B.06 +. If older version must also order M3806A 

§ Service Technician is required 

Upgrade to NBP 

$3,605.00 $1,982.75 

§ Must have SpO2 on device. If not must order upgrade kit M3530A 

§ Must have B.06+. If older version must also order M3806A 


M3532A Upgrade to etCO2 $5,351.00 $2,943.05 

M3533A Upgrade to pacing 

$2,936.00 $1,614.80 

M3534A – opt B02 

M3534A – opt B04 


12-lead acquisition (ECG cables must be ordered separately) 

§ Most common ECG cables: 10-wire trunk cable (M1663A) 

o limb leads, snap (M1644A) 

o chest lead snap (M1602A) 

o 10-wire trunk cable (M1663A) 

§ Service Technician required 

75 mm Wide printer 

$4,120.00 

$922.00 

$2,266.00 

$507.10 

861325 

§ Must be at B.03+ If older version must also order M3806A 


MRx Event Summary Bluetooth Transmission 

$2,369.00 $1,302.95 

861326 

§ Must be at software Rev 9.0+ If older must also order M3806A 

§ Therapy board HW revs 9+. If not at 9+, order M3808A 

§ BT card not included with this upgrade 

§ If BT card not already in device must order 989803153411 

§ Service Technician is optional (only required if M3808A and/or 989803153411 is 

ordered) 

MRx 12-Lead Transmission via Rosetta LT 

$2,575.00 $1,416.25 

861359 

861360 

§ Must be at software Rev 9.0+. If older must also order M3806A 

§ Requires 256 MB Internal & External Data Card . If not must order M4773A 

§ Service Technician is optional (only required if M4773A is ordered) 

HeartStart MRx Invasive Pressure Upgrade 

§ Must have SpO2, NIBP(A02) OR SpO2, NIBP, EtCO2 (A03) or SpO2, 

NIBP, EtCO2 and Temp (A05) 

§ Must be 7.0+. If older version must also order M3806A 



HeartStart MRx Temperature Upgrade 

$2,369.00 

$1,236.00 

$1,302.95 

$679.80 

M3801A 

§ Must have SpO2, NIBP, EtCO2 functionality 

§ Must be 7.0+. If older version must also order M3806A 

§ Requires 256 MB Internal & External Data Card. If not must order M4773A 

§ Service Technician is required. 

Bluetooth 12-Lead Transmission 

$2,369.00 $1,302.95 

861442 

§ Must be at B.05+. If older version must order M3806A 

§ Therapy board HW rev 9+. If not at 9+, order M3808A 

§ BT card not included with this upgrade 

§ If BT card not already in device must order 989803153411 

§ Must have 12-Lead Acquisition functionality 

§ If 12-Lead Acquisition not present must order M3534A – B02 

§ Service Technician is optional (only required if M3808A and/or 989803153411 

and/or M3534A – B02 is ordered) 

ACI TIPI and TPI Upgrade 

$2,000.00 $1,100.00 

861443 

861447 

§ Must be at F.00 or higher 

§ Must have 12-Lead Acquisition functionality 

§ If 12-Lead Acquisition not present must order M3534A – B02 


§ Service Technician is optional (only required if M3534A – B02 and/or 4773A is 

ordered) 

Period Clinical Data Transmission 

§ Must be at F.01+ If older version must order M3806A 

§ Must have BT card. If not, must order 989803153411 

§ Service Technician is optional (only required if 989803153411 is ordered) 

Batch LAN Data Transfer 

$1,800.00 

$600.00 

$990.00 

$330.00 

M4765A – opt B02 

861444 

§ Receiving PC must have Data Messenger Software (861451-A01) 

§ Service Technician is not required 

MRx Hardware Upgrade 

Therapy Board, Processor Board, New Rear Case (to allow for RS232 connector screws) 

Latest version of each. 

§ Must order latest software M3806A 


Upgrade to Q-CPR 

$2,575.00 

$2,995.00 

$1,416.25 

$1,647.25 

M4770A 

§ Includes Hands Free cable and adhesive pads (Qty 10, 989803163291) 

§ Must be at F.X If older version must order M3806A or First Generation Q-CPR 

(M4770A) 



§ Service Technician is optional (only required if M3808A and/or M4773A is 

ordered) 

Upgrade to First Generation Q-CPR 

§ Must be at B.05+ If older version must order M3806A 

§ If F.0 software, order 861444 for 2 nd Gen Q-CPR 



§ Service Technician is optional (only required if M3808A and/or M4773A is 

ordered) 

$2,995.00 $1,647.25 


March 16, 2011 


Confidential 


PHILIPS 

M4771A 

M4772A 

M4760A 

M5527A 

Q-CPR Data Capture 


§ Requires 256 MB Internal and External Data Card If not must order M4773A 


Audio Recording 


§ Requires 256 MB Internal and External Data Card If not must order M4773A 


Handle and Cap Plate 

§ Service Technician is optional. 

External paddles upgrade – includes external paddle tray and upgrade instructions 

$200.00 

$1,236.00 

$98.00 

$202.00 

$110.00 

$679.80 

$53.90 

$111.10 

M5527A- opt C01 

M5527A- opt C02 

M3808A 

M4773A 

989803153411 

§ Service Technician is optional. 

Standard external paddles 


Water-resistant external paddles 


MRx Therapy Board Upgrade 


MRx 256MB Internal & External Data Card Upgrade (Shipped standard B.06+) 

§ Must be at B.05+. If older version must order M3806A 


MRx Internal Bluetooth Card 


§ For use with BT 12-Lead Transmission and/or BT Event Summary Transfer 


$567.00 

$670.00 

$1,854.00 

$558.00 

$206.00 

$311.85 

$368.50 

$1,019.70 

$306.90 

$113.30 


March 16, 2011 


Confidential 


PHILIPS 

MRx Supplies and Accessories 

All items below receive the contracted discount of 35% off current list prices for the term in accordance with Attachment A of LTDA 458. 

Software 

Part Number Description List Price (1/1/10) Extended Price 

861431 A01 Event Review Pro 4.X Single PC License $2,570.00 $1,670.50 

861431 A03 Event Review Pro 4.X Site wide License $6,175.00 $4,013.75 

861436 A01 Event Review Pro 4.X Upgrade Single PC License $1,025.00 $666.25 

861436 A03 Event Review Pro 4.X Upgrade Site Wide License $2,055.00 $1,335.75 

861451 A01 Data Messenger Software (1 per PC) $175.00 $113.75 

861451 A03 Data Messenger Software Site Wide License $7,785.00 $5,060.25 

861440 A01 

861440 A03 

861441 A01 

861441 A03 

HeartStart Telemedicine System, Classic 12-Lead Edition (12-Lead only) 

§ Includes Server Component and one Clinical Viewer 

HeartStart Telemedicine System, Critical Care Edition (12-Lead & PCDT) 


HeartStart Telemedicine System, Classic 12-Lead Edition (12-Lead only); Upgrade from 12- 

Lead Transfer Station 


HeartStart Telemedicine System, Critical Care Edition; Upgrade from 12-Lead Transfer 

Station 


$2,995.00 

$4,995.00 

$299.00 

$1,995.00 

$1,946.75 

$3,246.75 

$194.35 

$1,296.75 

861453 A01 Additional HeartStart Telemedicine System Clinical Viewer Licenses $995.00 $646.75 

N/A 

Software Developers Kit – Contact Nancy Iarrobino (978-659-2957 or 

N/A 

N/A 

NANCY.IARROBINO@PHILIPS.COM) for more information 

Multifunction Electrode Pads 

M3713A Adult Plus, 10 sets – plug-style $290.00 $188.50 

989803166021 Adult pre-connect pads, 10 sets – plug style $315.00 $204.75 

M3716A Adult Radiolucent, 10 sets, plug-style $310.00 $201.50 

M3717A Pediatric Plus, 5 sets, plug-style $155.00 $100.75 

M3718A Adult Radiotransparent/Reduced Skin, 10 sets, plug-style $420.00 $273.00 

M3719A Pediatric Radiotransparent/Reduced Skin, 5 sets, plug-style $180.00 $117.00 

M3501A Defibrillator Adult – Barrel Style AAMI, 10 sets $263.00 $170.95 

M3504A Defibrillator Pediatric - AAMI, 5 sets $139.00 $90.35 

05-10200 Pads Adapter, adapts plug style pads into barrel style connector $39.00 $25.35 

05-10000 Pads Adapter, adapts plug style pads into Medtronic Quick Combo Defibrillators $39.00 $25.35 

05-10100 Pads Adapter, adapts plug style pads into Zoll Defibrillators $39.00 $25.35 

External Multi-Function Cables and Test Loads 

M3507A Hands-free Pads Cable, barrel style $142.00 $92.30 

M3508A Hands-free Pads Cable, HeartStart Connector (plug style) $132.00 $85.80 

989803158661 Hands Free Cable Q-CPR, HeartStart Connector Only $180.00 $117.00 

M4763A Hands Free Cable First Generation Q-CPR, HeartStart Connector only $186.00 $120.90 

M1781A Test Load, barrel style (for use with M3507A Pad Cable) $175.00 $113.75 

M3725A Test Load, plug style (for use with M3508A Pad Cable) $135.00 $87.75 

External Paddles 

M3542A External paddles, standard – 1 set $670.00 $435.50 

M3543A External paddles, water-resistant – 1 set $750.00 $487.50 

ECG Monitoring Electrodes 

M2202A High-Tack Foam ECG Electrodes, 5 electrodes/pack (60 packs/case) $113.00 $73.45 

12-Lead Cable Set 

M3525A 10-lead ECG Trunk Cable, 12-pin Connector (for 3-Lead and 12-Lead use) (2.7 meters long) $205.00 $133.25 

989803147691 10-lead ECG Trunk Cable, 12 pin Connector (for 3-Lead and 12-Lead use) (1.3 meters long) $212.00 $137.80 

M1644A 5- Lead Set with Snap (AAMI), Limb $93.00 $60.45 

M1602A 5- Lead Set with Snap (AAMI), Chest $108.00 $70.20 

M3526A 3-wire Lead Set with Snap (AAMI) $77.00 $50.05 

M3527A Add 7-wire Lead Set for 12-Lead use (AAMI) $102.00 $66.30 

M5530A Combiner plug for 3-wire lead set. Connects to M3526A/M3528A $12.00 $7.80 

M1949A 10-lead ECG Patient Trunk Cable, 12-pin ECG Input Connector (for 5-Lead and 12-Lead use) $213.00 $138.45 

989803158061 5-Lead Snap, Shielded, AAMI, Limb (for use with M2202A electrodes) $216.00 $140.40 

989803158071 5-Lead Set Snap, Shielded AAMI, Chest (for use with M2202A electrodes) $216.00 $140.40 

M1968A 5- Lead Set with Grabber (AAMI), Limb $110.00 $71.50 

M1976A 5- Lead Set with Grabber (AAMI), Chest $102.00 $66.30 


M1500A 3-lead ECG Trunk Cable (AAMI) $105.00 $68.25 

M1605A 3-lead ECG Lead Set with Snaps (AAMI) $90.00 $58.50 


M1520A 5-lead ECG Trunk Cable (AAMI) $139.00 $90.35 

M1625A 5-lead ECG Lead Set with Snaps (AAMI) $98.00 $63.70 


March 16, 2011 


Confidential 


PHILIPS 

Sync Cables 

M1783A 8 foot ECG-out cable $118.00 $76.70 

M5526A 25 foot ECG-out cable $118.00 $76.70 

SpO2 Sensors/Cables 

M1191B Reusable SpO2 Sensor Adult Finger (1 m), 1 sensor $258.00 $167.70 

M1191BL Reusable SpO2 Sensor Adult Finger (3 m), 1 sensor $270.00 $175.50 

M1192A Reusable SpO2 Sensor Pediatric/Small Adult Finger, 1 sensor $258.00 $167.70 

M1193A Reusable SpO2 Sensor Neonate foot, 1 sensor (approved?) $258.00 $167.70 

M1194A Reusable SpO2 Sensor Adult/Pediatric Ear Clip, 1 sensor $258.00 $167.70 

M1195A Reusable SpO2 Sensor Infant, 1 sensor $258.00 $167.70 

M1196A Reusable Clip Adult Sensor $110.00 $71.50 

M1131A Disposable SpO2 Sensor - Adult/Pediatric, 20 per case $232.00 $150.80 

M1941A SpO2 Extension Cable (2 m) $116.00 $75.40 

M1191T Reusable Adult Finger Sensor (Nellcor 9-pin D-sub connector) $221.00 $143.65 

M1192T Reusable Pediatric Sensor (Nellcor 9-pin D-sub connector) $221.00 $143.65 

M1196T Reusable Clip Adult Sensor (Nellcor 9-pin D-sub connector) $90.00 $58.50 

M1943A Nellcor SpO2 Sensor Adapter Cable (1 m) (use with M1191T, M1192T) $175.00 $113.75 

M1943AL Nellcor SpO2 Sensor Adapter Cable (3 m) (use with M1191T, M1192T) $192.00 $124.80 

NIBP Interconnect Tubing 

M1598B Adult Pressure Interconnect Cable (1.5 m) $66.00 $42.90 

M1599B Adult Pressure Interconnect Cable (3 m) $66.00 $42.90 

Reusable Blood Pressure Cuffs 

40400A Reusable NBP Cuff Kit, 3 sizes (pediatric, adult, large adult), 3 cuffs $143.00 $92.95 

40400B Reusable NBP Cuff Kit, 5 sizes (infant, pediatric, adult, large adult, thigh), 5 cuffs $250.00 $162.50 

40401A Traditional Reusable NBP Cuff Infant, 1 cuff $33.00 $21.45 

40401B Traditional Reusable NBP Cuff Pediatric, 1 cuff $35.00 $22.75 

40401C Traditional Reusable NBP Cuff Adult, 1 cuff $40.00 $26.00 

40401D Traditional Reusable NBP Cuff Large Adult, 1 cuff $49.00 $31.85 

40401E Traditional Reusable NBP Cuff Thigh, 1 cuff $68.00 $44.20 

M4552B Antimicrobial Reusable NBP Cuff Infant, 1 cuff $27.00 $17.55 

M4553B Antimicrobial Reusable NBP Cuff Pediatric, 1 cuff $29.00 $18.85 

M4554B Antimicrobial Reusable NBP Cuff Small Adult, 1 cuff $34.00 $22.10 

M4555B Antimicrobial Reusable NBP Cuff Adult, 1 cuff $32.00 $20.80 

M4556B Antimicrobial Reusable NBP Cuff Adult – Extra-long, 1 cuff $40.00 $26.00 

M4557B Antimicrobial Reusable NBP Cuff Large Adult, 1 cuff $33.00 $21.45 

M4558B Antimicrobial Reusable NBP Cuff Large Adult – Extra-long, 1 cuff $45.00 $29.25 

M4559A Antimicrobial Reusable NBP Cuff Thigh, 1 cuff $52.00 $33.80 

M1572A Multi-Patient Comfort Cuffs Pediatric, 1 cuff $35.00 $22.75 

M1573A Multi-Patient Comfort Cuffs Small Adult, 1 cuff $41.00 $26.65 

M1574A Multi-Patient Comfort Cuffs Adult, 1 cuff $41.00 $26.65 

M1575A Multi-Patient Comfort Cuffs Large Adult, 1 cuff $50.00 $32.50 

M1576A Multi-Patient Comfort Cuffs Thight, 1 cuff $65.00 $42.25 

Disposable Blood Pressure Cuffs 

M4572B Soft Single-Patient Disposable Cuff Infant, 10 cuffs $84.00 $54.60 

M4573B Soft Single-Patient Disposable Cuff Pediatric, 10 cuffs $65.00 $42.25 

M4574B Soft Single-Patient Disposable Cuff Small Adult, 10 cuffs $67.00 $43.55 

M4575B Soft Single-Patient Disposable Cuff Adult, 10 cuffs $72.00 $46.80 

M4576B Soft Single-Patient Disposable Cuff Adult X-Long, 10 cuffs $88.00 $57.20 

M4577B Soft Single-Patient Disposable Cuff Large Adult, 10 cuffs $72.00 $46.80 

M4578B Soft Single-Patient Disposable Cuff Large Adult X-Long, 10 cuffs $98.00 $63.70 

M4579B Soft Single-Patient Disposable Cuff Thigh, 10 cuffs $85.00 $55.25 

EtCO2 INTUBATED CIRCUITS 

M1920A Filter Line Set Adult/Pediatric (25 sets/case) $287.00 $186.55 

M1921A Filter H Set Adult/Pediatric (25 sets/case) $447.00 $290.55 

M1923A Filter H Set Infant/Neonatal (yellow, 25 sets/case) $576.00 $374.40 

Non-Intubated Dual Purpose Circuits (CO2/O2) 

M2520A Smart CapnoLine Pediatric (25 sets/case) $460.00 $299.00 

M2522A Smart CapnoLine Adult (25 sets/case) $460.00 $299.00 

Non-Intubated Single Purpose Circuits (CO2) 

M2524A Smart CapnoLine Pediatric (25 sets/case) $423.00 $274.95 

M2526A Smart CapnoLine Adult (25 sets/case) $423.00 $274.95 

Disposable Temperature Supplies 

21090A Esophageal/rectal Temperature Probe – 36” 20 per case $157.00 $102.05 

21091A Skin surface Temperature Probe – 28” 20 per case $147.00 $95.55 

21093A Esophageal Stethoscope Temperature Probe, 12FR – 18” 20 per case $201.00 $130.65 



21096A Foley Catheter Temperature Probe, 16FR – 17” 10 per case $204.00 $132.60 

21097A Foley Catheter Temperature Probe, 18FR – 17” 10 per case $201.00 $130.65 

M1837A Esophageal/Rectal Temperature Probe, 9FR – 36” 20 per case $157.00 $102.05 

M2255A Foley Catheter Temperature Probe, 14FR – 17” 10 per case $182.00 $118.30 


March 16, 2011 


Confidential 


PHILIPS 

Reusable Temperature Supplies 

21075A Esophageal/Rectal Temperature Probe – Adult – 10’ 1 each $95.00 $61.75 

21076A Esophageal/Rectal Temperature Probe – Pediatric – 10’ 1 each $136.00 $88.40 

21078A Skin Surface Temperature Probe – 3/8”x10’ 1 each $186.00 $120.90 

21082A 3.0m 2-pin plug extension cable for mini phone plug $49.00 $31.85 

21082B 1.5m 2-pin extension cable for mini phone plug $59.00 $38.35 

Batteries/Chargers 

M3538A Lithium Ion Battery Module $400.00 $260.00 

M3539A AC Power Module $412.00 $267.80 

M5529A DC Power Module $783.00 $508.95 

989803135301 2-Bay Analyzer for HS LI-ION Batteries $1,385.00 $900.25 

989803135331 4-Bay Analyzer for HS LI-ION Batteries $2,570.00 $1,670.50 

Paper 

40457C 50 mm Chemical Thermal Paper, Gray Grid (10 rolls) $33.00 $21.45 

40457D 50 mm Chemical Thermal Paper, Gray Grid (80 rolls) $181.00 $117.65 

989803138171 75mm Chemical Thermal Paper (10 rolls) $60.00 $39.00 

989803138181 75mm Chemical Thermal Paper (80 rolls) $452.00 $293.80 

Cases 

M3541A 

Red Carry Case (Detachable pouch) – includes two side pouches, a rear 

$335.00 $217.75 

pouch and carry strap. 

989803172501 MRx Black Soft Carry Case (Pads Only) $335.00 $217.75 

989803174261 MRx Black Soft Carry Case Straps $30.00 $19.50 

Color Handles 

M5521A Color handle, green $6.00 $3.90 

M5522A Color handle, blue $6.00 $3.90 

M5523A Color handle, yellow $6.00 $3.90 

M5524A Color handle, rose $6.00 $3.90 

M5525A Color handle, gray $6.00 $3.90 

3 rd Party Offerings (++Non Discountable++) 

MXU0024 HeartStart MRx Mounting Hardware N/A --- 

A01 MRx Diversified Ambulance Mount $560.00 $560.00 

A02 MRx GCX Flush Wall Mount $252.00 $252.00 

A03 MRx GCX Roll Stand with Utility Basket and Handle $550.00 $550.00 

MXU0025 N/A --- 

A01 12-Lead Simulator with Philips HeartStart Connector $610.00 $610.00 

A04 3-Lead Simulator with Philips HeartStart Connector $460.00 $460.00 

Miscellaneous 

M5528A Mounting bracket $783.00 $508.95 

M3544A Data card tray $9.00 $5.85 

989803146981 Data card and tray $102.00 $66.30 

M4759A Replacement Adult Paddle Electrode $71.00 $46.15 

989803162401 Q-CPR Meter (replacement meter, does not include hands-free cable) $1,200.00 $780.00 

989803163291 Q-CPR compression sensor adhesive pads (Qty 10) $50.00 $32.50 

M4761A First Generation Q-CPR compression sensor (replacement sensor) $1,540.00 $1,001.00 

M4762A First Generation Q-CPR compression sensor adhesive pads (Qty 10) $63.00 $40.95 

M4737A MRx Display Cover $85.00 $55.25 

M3537A Bed rail hook $5.00 $3.25 

M3549A MRx Wide Metal Bedrail Hook $62.00 $40.30 

Calibration Kits and Calibration Supplies 

453564063841 HeartStart MRx NBP Calibration Kit. Includes the following: 

$558.00 $362.70 

· HS MRx Calibration DVD (1) 

· MRx NBP/CO2 Cal. Instructions (1) 

· MRx PLAST Tube Assembly (1) 

· MRx NBP Aneroid Gauge (1) 

· Adult Pressure Interconnect Cable 1.5m (1) 

· Easy Care Cuff, (2) 

· Hose, Adult (1) 

· Bulb and Valve Kit (1) 

· Y Cuff Adapter for Two Hose Cuffs (1) 

453564063851 HeartStart MRx etCO₂ Calibration Kit. Includes the following: 

$734.00 $477.10 

· HS MRx Calibration DVD (1) 

· MRx NBP/CO2 Cal. Instruction (1) 

· Calibration Tube Assembly (1) 

· Filter Line Set Adult/Pedi (1) 

· Calibration Regulator (1) 

· Additional equipment required for calibration: CO₂ and O₂gas (not 

included in kit) 

989803100841 5% Gas (6 cans per case) $245.00 $159.25 

989803100851 10% Gas (6 cans per case) $253.00 $164.45 


March 16, 2011 


Confidential 


HeartStart FRx Defibrillator 

HeartStart FRx Defibrillator 

Quantity discounts apply to FRx Defibrillator Devices only. 

All items below receive the contracted discount off current list prices in accordance with the terms of Attachment A of LTDA 458. 

Ref Description Current List Price Quantity 1- 10 Quantity 11-20 Quantity 21+ 

861304 HeartStart FRx Defibrillator $1,952.00 $976.00 $936.96 $897.92 

Opt A01 HeartStart FRx Defibrillator Aviation Bundle $1,973.00 $986.50 $947.04 $907.58 

Opt R01 HeartStart FRX Ready-Pack (includes: carrying case, spare HeartStart SMART pads II) $164.00 $82.00 $78.72 $75.44 

Opt R02 HeartStart FRX Ready-Pack Aviation Bundle (uses TSO-142C battery. Order either A01 or R02. Not both.) $185.00 $92.50 $88.80 $85.10 

The HeartStart FRx Defibrillator includes an Owner Manual, Quick Set-up guide, maintenance booklet, pre-installed battery, pre-installed SMART Pads II (1 set), and a Quick 

Reference Guide. The FRx Ready-Pack has the device and spare pads pre-installed in carry case. The HeartStart FRx Defibrillator device includes a 5 year manufacturer’s warranty at 

no charge. Battery includes 4 year warranty; pads are warranted until expiration date. Other accessories include a 1 year warranty. TO ORDER ANY OF THE OPTIONS ABOVE, THE 

ORDER MUST SHOW THE FRX DEFIBRILLATOR PART #861304 ALONG WITH THE CHOSEN OPTION. THE PRICES FOR OPTIONS R01 AND R02 WILL BE ADDED TO THE PRICE FOR THE 

FRX DEFIBRILLATOR (861304). 

HeartStart FRx Defibrillator Accessories 

All items below receive a 35% discount off current list prices in accordance with the terms of Attachment A of LTDA 458. 

Ref Description Current List Price Discount Price 

M5070A Battery, Long Life LiMnO2 for HS1/FRx $153.00 $99.45 

989803139301 Aviation Battery, HeartStart FRx (complies with TSO C-142) $170.00 $110.50 

989803139261 HeartStart SMART Pads II (1 set) $50.00 $32.50 

989803139311 Infant/Child Key $98.00 $63.70 


HeartStart Cases and Wall Mounts 



PFE7023D Defibrillator Cabinet, Semi-recessed $438.00 $284.70 

PFE7024D Defibrillator Cabinet, Wall Surface $411.00 $267.15 

M3857A* Wall Mount Bracket (*Consider choosing 989803170891 AED Wall Mount, just below, instead) $92.00 $59.80 

989803170891 AED Wall Mount $89.00 $57.85 

861477 

AED Wall Mount and Signage Bundle, English. Includes AED Wall Mount (989803170891), AED Wall Sign 

(989803170921), AED Awareness Placard (989803170901) and AED Awareness Posters 4-pack (861476-ABA English). $130.00 $84.50 

M3859A Secure Pull Seal, 10-pack $10.00 $6.50 

989803139251 Carrying Case, FRx Defibrillator $134.00 $87.10 



March 16, 2011 

Contract Manager: Trish Archambault Confidential Based on pricing 4.1.10 Rev.A

HeartStart Wall Signs, Awareness Placard and Posters 


M3858A** Defibrillator Wall Sign (**Consider choosing 989803170921 AED Wall Sign, just below, instead) $33.00 $21.45 

989803170921 AED Wall Sign, red $33.00 $21.45 

989803170901 AED Awareness Placard, red $25.00 $16.25 

861476 AED Awareness Posters (4-pack) [opt. ABA English] [opt. ABE Spanish] [opt. ABF French] $20.00 $13.00 

861478 

AED Signage Bundle, English. Includes AED Wall Sign (989803170921), AED Awareness Placard (989803170901) and 

AED Awareness Posters 4-pack ( 861476-ABA English). $60.00 $39.00 

HeartStart FRx Training Materials and Learning Products 


861306 HeartStart FRx Trainer $345.00 $224.25 

$20.15 

989803139321 FRx Training Toolkit (Includes PowerPoint presentations, presenter’s guide, student guide and training DVD) $31.00 

989803139341 FRx Product Training DVD $15.00 $9.75 

989803138731 FRx Owner’s Manual $21.00 $13.65 

989803138601 FRx Quick Reference Guide $5.00 $3.25 

989803139271 Training Pads II (Note: for Infant/Child training applications, buy the Infant/Child Key separately) $77.00 $50.05 

989803139291 Replacement Training Pads II (Includes pads, wire and plug) $31.00 $20.15 

M5088A Internal Manikin Adapter (Compatible with HeartStart FRx Trainer 861306 only) $31.00 $20.15 

M5089A External Manikin Adapters, 5-pack $52.00 $33.80 

M5090A Adult Pads Placement Guide $26.00 $16.90 

989803139281 Infant/Child Pads Placement Guide $26.00 $16.90 

FRx Cross-Compatibility 


05-10000 HeartStart Pads Adapter (QUICK-COMBO) $39.00 $25.35 

05-10100 HeartStart Pads Adapter (Zoll) $39.00 $25.35 

05-10200 HeartStart Pads Adapter (Barrel-style) $39.00 $25.35 

HeartStart Event Review Software 



861451 Option A01 – HeartStart Data Messenger $165.00 $107.25 

ACT-IR Infrared Data Cable $134.00 $87.10 

M3834A HeartStart Event Review Software, Single PC $407.00 $264.55 

989803141811 HeartStart Event Review Software, Organization-wide License $1,025.00 $666.25 

989803143051 HeartStart Case Capture palmOne data download software $81.00 $52.65 

989803143041 HeartStart Configure Handheld Configuration Software $81.00 $52.65 



861436 Option A01 – HeartStart Event Review Pro Upgrade , Single PC $1,025.00 $666.25 

861436 Option A03 – HeartStart Event Review Pro Upgrade, Site License $2,055.00 $1,335.75 


March 16, 2011 




989803143941 Extended Warranty (2 years) – New FRx $406.00 $263.90 

989803143951 Extended Warranty (2 years) – Previously sold FRx $406.00 $263.90 

Extended Warranties: Customers must also complete, sign and return any documentation required by Philips to purchase extended warranty. For previously sold defibrillators, customers purchasing an extended 

warranty must do so prior to the expiration of their defibrillator’s original, 5-year warranty. 


Shipping: Shipping costs are included in all pricing – FOB destination. Supply only orders totaling less than $300 may be subject to a shipping and handling charge. Rush shipping is available for an additional fee. 

Return Process: A Returned Goods Authorization (RGA) number is required for all returns and must be obtained prior to returning product to Philips. To obtain an RGA number, call Customer Service. The RGA number 

must appear on the outside of the box. All returns are subject to a restocking fee. For more details on Philips Return Policy, contact Customer Service. 

Customer Service: Phone: (800) 934-7372 or (978) 659-3332Fax: (800) 947-3299 



March 16, 2011 


Exhibit A 

PHILIPS 

All items below receive 40% off current list prices for the term in accordance with Attachment A of LTDA 458. 

Part Number 

Respironics 

Part # 

989803165371 8-208530-00 

WHISPERFLOW 

Description 

Current List 

Price 

Discounted 

Price 

WhisperFlow Generators and Oxygen Hoses 

WhisperFlow Fixed Standard Flow CPAP 

Generator (1 each) $525.00 $315.00 

989803164981 1027894 

989803165391 8-208603-00 

WhisperFlow Fixed Lo-Flow CPAP Generator (1 

each) $525.00 $315.00 

WhisperFlow Variable Flow CPAP Generator 

with Pole Mounting Bracket (1 each) $735.00 $441.00 

WHISPERFLOW 

Part Number 

Respironics 

Part # 

Description 

Current List 

Price 

Discounted 

Price 

989803164961 1026246 

989803165051 1049889 

989803165081 1054467 

989803165291 8-100380-00 

WhisperFlow Arm Cuff for Fixed Flow CPAP 


WhisperFlow Arm Cuff, for Variable Flow CPAP 


Oxygen Hose, DISS female - DISS male end 

connectors, 6 feet/3 meters (1 each) $27.00 $16.20 

Oxygen Hose, DISS female - DISS female end 

connectors, 6 feet/3 meters (1 each) $41.00 $24.60 

989803165301 8-100661-00 Criterion OxiCheck Oxygen Analyzer (1 each) $280.00 $168.00 

Shipping: Shipping costs are included in all pricing. Rush shipping is available for an additional fee. 

Pricing: The above prices do not include applicable sales taxes. Philips Terms and Conditions of Sale are available upon 

request. 

Return Process: A Returned Goods Authorization (RGA) number is required for all returns and must be obtained prior to returning product to Philips. To obtain an 

RGA number, call Customer Service. The RGA number must appear on the outside of the box. 

Customer Service: (800) 934-7372 Fax (800) 947-3299 

Philips Medical Supplies: (800) 225-0230 or online at: shop.medical.philips.com 

Address: Philips Healthcare., 3000 Minuteman Rd., Andover MA 01810 

Polk County -LTDA458 

March 15, 2011 

Contract Manager: T. Archambault 

1 of 4 

Confidential 

Confidential 

Based on WhisperFlow Price List Effective 10/01/09 


Exhibit A 

Whisperflow 

Part Number 

Respironics 

Part # 

Description 

Current List 

Price 

Discounted 

Price 

989803165261 4-100083-00 

989803165191 4-100003-00 

989803165281 4-100112-00 

WHISPERPAK (Includes Lg SealFlex Ribbed 

Cushion Mask, Multi-Strap "H" Head Strap, 7.5 

cmH2O CPAP Valve, Bacterial Filter, 80" Smooth 

Inner Wall Hose) $450.00 $270.00 


Cushion Mask, Multi-Strap "H" Head Strap Pack, 

10.0 cmH2O CPAP Valve, Bacterial Filter, 80" 

Smooth Inner Wall Hose) $475.00 $285.00 


Cushion Mask, "H" Head Strap, 10.0 cmH2O 

CPAP Valve, Bacterial Filter, 80" Smooth Inner 

Wall Hose) $350.00 $210.00 

989803164931 1021529 

WHISPERPAK (Includes Lg PerformaTrak 

Mask, 7.5 cmH2O CPAP Valve, Wye Connector, 

36” Collapsible Hose, Bacterial Filter) $499.00 $299.40 

989803164941 1021532 

989803164951 1024665 

989803164971 1027585 

989803165001 1029606 

989803165011 1029608 

989803165021 1029609 


Mask, 36" Collapsible Hose, 7.5 cmH2O CPAP 

valve, Bacterial Filter) $499.00 $299.40 

WHISPERPAK Hospital BiPAP Ventilator 

Compatible (Includes BiPAP Circuit, Med 

PerformaTrak Mask, 10.0 cmH2O CPAP Valve, 

T-piece and Connector, Bacterial Filter) $590.00 $354.00 


Cushion Mask, "H" style Head Strap, Bacterial 

Filter, 7.5 cmH2O CPAP Valve, 36” Collapsible 

Hose) $380.00 $228.00 

WHISPERPAK Hospital-grade mask Ready 

(Includes Wye and Connectors, 36” Collapsible 

Hose, Bacterial Filter, 7.5 cmH2O CPAP Valve) $205.00 $123.00 




Hose) $350.00 $210.00 




Hose) $360.00 $216.00 


March 15, 2011 


2 of 4 

Confidential 

Confidential 



Exhibit A 

Whisperflow 

Part Number 

Respironics 

Part # 

989803165031 1029610 

989803165041 1030346 

989803165061 1052885 

989803165071 1052887 

989803165091 1055249 

989803165181 4-100002-00 

989803165191 4-100003-00 

989803165201 4-100004-00 

989803165211 4-100063-00 

989803165221 4-100064-00 

989803165231 4-100065-00 

989803165241 4-100066-00 

989803165251 4-100069-00 

989803165281 4-100112-00 

Description 

Current List 

Price 

Discounted 

Price 




Hose) $360.00 $216.00 


Cushion Mask, 4-Pt non-latex Head Strap, 

Bacterial Filter, 7.5 cmH2O CPAP valve, 80" 



Mask, 10.0 cmH2O CPAP Valve, Bacterial Filter, 

80" Collapsible Hose) $485.00 $291.00 

CIRCUIT EXCHANGE KIT Ready to accept 

BiPAP Circuit and Hospital-grade mask (Includes 

Bacterial Filter, 7.5 cmH2O CPAP Valve, Wye 

and Connectors) $165.00 $99.00 

WHISPERPAK Hospital-grade Mask ready 

(Includes Wye and connectors, Bacterial Filter, 

10.0 cmH2O CPAP Valve, 80" Collapsible Hose) $200.00 $120.00 

WHISPERPAK (Includes Lg AirSeal Inflated 

Cushion Mask without Inflation Valve, "H" style 

Head Strap, 10.0 cmH2O CPAP Valve, Bacterial 

Filter, 80" Smooth Inner Wall Hose) $390.00 $234.00 






Cushion Mask, Multi-Strap "H" Head Strap pack, 

5.0 cmH2O CPAP Valve, Bacterial Filter, 80” 


WHISPERPAK (Includes Med SealFlex Ribbed 




WHISPERPAK (Includes Med SealFlex Ribbed 








WHISPERPAK (Includes Lg AirSeal Inflated 

Cushion Mask without Inflation Valve, , Silicone 

"H" Head Strap, 10.0 cmH2O CPAP Valve, 

Bacterial Filter , 80" Smooth Inner Wall Hose) $395.00 $276.50 


Cushion Mask, 4-point Head Strap, NO CPAP 

Valve, Bacterial Filter, 80" Smooth Inner Wall 

Hose) $315.00 $189.00 


Cushion Mask, "H" Head Strap, 10.0 cmH2O 

CPAP Valve, Bacterial Filter, 80" Smooth Inner 

Wall Hose) $350.00 $245.00 


March 15, 2011 


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Confidential 

Confidential 



Exhibit A 

Whisperflow 

Part Number 

Respironics 

Part # 

Description 

Current List 

Price 

Discounted 

Price 

989803165271 4-100104-00 


Cushion Mask, Full Cap Lg Headgear, 7.5 

cmH2O CPAP Valve, Bacterial Filter, 80” Smooth 

Inner Wall Hose) $475.00 $285.00 

989803165381 8-208570-00 Bacterial Filter, 22mm, Disposable (10/box) 

$58.00 

$34.80 

Isobaric Precision Valves (10/case) 

989803165321 8-208503-00 

2.5 cmH2O Isobaric CPAP Valve, 22mm 

Connector 108.00 $64.80 

989803165331 8-208505-00 


Connector 108.00 $64.80 

989803165341 8-208507-00 


Connector 108.00 $64.80 

989803165351 8-208510-00 


Connector 108.00 $64.80 

989803165361 8-208512-00 


Connector 108.00 $64.80 

Disposable Face Masks and Head Straps (10/case) 

989803164991 1029305 Small, WhisperFlow Soft Cushion Mask $140.00 $84.00 

989803165101 4-004999-00 Head Strap – “H” style, Silicone $86.00 $51.60 

989803165111 4-005500-00 

Adult-Large, AirSeal Inflated Cushion Mask 

without Inflation Valve, Multi-Head Strap Pack $140.00 $84.00 

989803165121 4-005501-00 

Adult-Medium, AirSeal Inflated Cushion Mask 

without Inflation Valve, Multi-Head Strap Pack $140.00 $84.00 

989803165131 4-005520-00 

Adult-Large, SealFlex Ribbed Cushion Mask, 

Multi-Head Strap pack $140.00 $84.00 

989803165141 4-005521-00 

Adult-Medium, SealFlex Ribbed Mask, Multi- 

Head Strap Pack, Extended Use $140.00 $84.00 

989803165151 4-005522-00 

Adult-Small, SealFlex Ribbed Mask, Multi-Head 

Strap Pack, Extended Use $140.00 $84.00 

989803165161 4-005527-00 

Adult-Medium, AirSeal Inflatable Cushion Mask 

with Inflation Valve $150.00 $90.00 

989803165171 4-005589-00 Y-Strap, White Cloth with Velcro, Size 0 $130.00 $78.00 

989803165401 8-209103-00 Head Strap - "H" style, Latex Free $130.00 $78.00 

Shipping: Shipping costs are included in all pricing. Rush shipping is available for an additional fee. 

Pricing: The above prices do not include applicable sales taxes. Philips Terms and Conditions of Sale are available upon 

request. 

Return Process: A Returned Goods Authorization (RGA) number is required for all returns and must be obtained prior to returning product to Philips. To obtain an 

RGA number, call Customer Service. The RGA number must appear on the outside of the box. 

Customer Service: (800) 934-7372 Fax (800) 947-3299 

Philips Medical Supplies: (800) 225-0230 or online at: shop.medical.philips.com 

Address: Philips Healthcare., 3000 Minuteman Rd., Andover MA 01810 


March 15, 2011 


4 of 4 

Confidential 

Confidential

Philips Long Term Agreement.pdf - Polk County

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