HomeMy WebLinkAboutP-25-364 CEPHID.pdf P-25-364
Cepheid
A better way.
GeneXpert@ Agreement
Cepheid Quote Number CSQN-00016140 v1.0
904 Caribbean Dr Quote Date 07/23/2025
Sunnyvale CA 94089 Quote Expire 08/23/2025
USA Print Date 07/23/2025 11 .34.33
Phone (888) 838-3222 Payment Terms Net 30 Days
Fax (408) 716-2442
Email service.agreements@cepheid.com
Sold To Ship To
1000000931 2000021145
Fresno County Public Health Lab DPH Hamilton
1221 Fulton Mall 4525 E Hamilton Ave #2
Fresno CA 93721-1915 Fresno CA 93702-4531
USA USA
Notes: A 10% DISCOUNT HAS BEEN APPLIED
No contrary or additional terms or conditions contained on the purchase order shall apply.
Applicable taxes will be applied on final invoice. Payment term subject to Cepheid's credit
line approval. PLEASE ENSURE PURCHASE ORDER COVERS VALUE OF CONTRACT
VALUE AND APPLICABLE TAXES.
Linel Item Number Serial Number I Start Dat
1 GX44A1Y 846322 12/11/2025 12/10/2026 12.00 USD 8,180 USD 818 USD 7,362.00
Total Extended Price: USD 7,362.00
P-25-364
Cepheid
A better way.
GeneXpert® Service Agreement
Advantage Plus Advantage Essential Care
Xpress •
GeneXpert • •
Infinity • •
PREVENTATIVE MAINTENANCE
PM and Performance Check performed by Cepheid certified engineer • • •
1 x Annual Performance Check Kit • • •
Remote Support for Performance Check Kit and PM • • •
MINIMAL INTERRUPTION TO DAILY MOLECULAR TESTING
UpTime System guarantee^ >98%
Loaner system■ •
TECHNICAL PHONE SUPPORT
Technical support via remote access for faster resolution • • •
Unlimited 24/7[Sun-Sat]** •
Priority support for technical resolutions •
Business Hours[8am to 5pm site local time,M-F] • • •
REMOTE CONNECTIVITY
Connectivity Solution • • •
Remote Diagnostics • • •
ON-SITE VISIT
On-site Response Time Guarantee* <2 days <4 days
Weekend&holiday coverage* •
Business Hours[8am to 5pm site local time,M-F] • •
Unlimited OnSite Labor by Cepheid certified engineer • •
REPAIR
Instrument Swap^ •
Cepheid certified engineer swap Modules • • •
Labor by Cepheid certified engineer-All Other Parts • • •
Parts-Unlimited • • •
Labor-Unlimited • • •
FSE WELLNESS VISIT
Includes on-site PM training and/or instrument evaluation 1 Visit/Year upon
customer request
SYSTEM CERTIFICATION
Installation Qualification(IQ) • • •
Quarterly Business Review(QBR)-customized performance report:system&services^ •
BUDGET MANAGEMENT
Multiyear options,fixed discounted price during the length of Service Agreement-not subject • • •
to annual price increases,paid annually
*Response time(in days)may vary by country or Region.Check availability by consult your service sales representative.Under this Agreement,Tech Support,maintenance
and repair for covered GeneXpert systems will be prioritized over customers without a service plan.Weekend and holiday coverage pertains to system down and excludes
routine service interventions.Onsite coverage may be subject to the availability of a field serivice engineer and parts.Routine service repairs and preventative maintenance will
be completed during standard business hours.
A Option available for this system.Reach out to your Service Sales representative for more details.
■In the event that an Advantage Plus customer's equipment is down for greater than 3 consecutive business days,Cepheid will provide a comparable no charge loaner system
upon customer request.Advantage Plus customers with equipment that are Infinity systems will be provided loaner GX16 system(s)at no additional charge with an equivalent
number of modules.
User of a printed copy of this document is responsible for using the current revision and discarding expired or obsolete revisions.
Cepheid Confidential Date Printed:06/30/2025 07:38:04
01111111-01, P-25-364
r*w**eCepheid
A better way.
GeneXpert® Service Agreement
This Service Agreement (the "Agreement") is entered into this 23rd day of May, 2025 between
Cepheid, with offices at 904 Caribbean Drive, Sunnyvale, CA 94089 and Customer Fresno County
Public Health Lab.
Agreement Type Quoted: Renewal
GeneXpert System Period of Coverage
ConfiConfiguration Serial Number Service Plan
g Start Date End Date
GXIV-4 846322 12/11/2025 12/10/2026 GX44A1Y
The instrument listed above is herein referred as "Equipment".
Plan* Onsite Coverage* Key Deliverables*
FSE On-Site Annual Preventative Maintenance
- Annual on-site service visit by trained field service engineer(FSE)
to conduct Preventative Maintenance(PM), including:
- Replace worn module ejectors
- 5 days per week - Lubricate moving parts
Advantage Plus - 8am to 5pm (local time) - Replace fan filters
- Weekend&holiday coverage" - Brush clean module optics
- Replace automation batteries (if necessary)
- Xpert Check
Loaner system at no additional charge***
One Wellness visit****
FSE On-Site Annual Preventative Maintenance
- Annual on-site service visit by trained field service engineer(FSE)
to conduct Preventative Maintenance(PM), including:
- 5 days per week - Replace worn module ejectors
Advantage - gam to 5pm (local time) - Lubricate moving parts
- Replace fan filters
- Brush clean module optics
- Replace automation batteries (if necessary)
- Xpert Check
Xpress System Only
FSE On-Site Annual Preventative Maintenance
Essential Care - 5 days per week - One Annual Xpert®Check Kit shipped and performed onsite by a
- 8am to 5pm (local time) Cepheid Customer Service Engineer
Instrument Swap
- If Cepheid Instrument has one or more modular repairs.
User of a printed copy of this document is responsible for using the current revision and discarding expired or obsolete revisions.
Cepheid Confidential Date Printed:06/30/2025 07:38:04
P-25-364
� Cepheid
A better way.
GeneXpert® Service Agreement
TERMS AND CONDITIONS
1. Agreement. Customer and Cepheid (each a "Party" and collectively the "Parties") agree
that these Service Terms of Sale ("Terms") apply to (a) any order from Customer that
Cepheid accepts and (b) any written agreement with Cepheid that incorporates the Terms. If
a separate written agreement with Cepheid does not apply to Customer's order, then the
Terms, Cepheid's Sales Quote ("the Quote"), and Cepheid's Sales Order form a contract
between Customer and Cepheid (collectively "the Agreement"). The Agreement becomes
effective when Cepheid accepts Customer's order through a Sales Order. Cepheid rejects
any terms from Customer that add to or differ from the Agreement's terms.
2. Term. The term of the Agreement is from the "Start Date" to the "End Date" stated on the
Quote ("the Term").
3. Applicable Service Plan. Cepheid offers three categories of instrument service plans:
Essential, Advantage, and Advantage Plus. The Quote identifies the service plan or plans
purchased under the Agreement (collectively the "Applicable Service Plan"). Customers with
GeneXpert Infinity systems must purchase Advantage Plus Service Plans.
4. Invoices. Customer must pay Cepheid the "Total Extended Price" stated on the applicable
Sales Quote ("Sales Price"). Cepheid's invoice will include the Sales Price and all applicable
taxes. Cepheid will invoice Customer in advance at the beginning of the Term. Customer
must pay Cepheid within 30 days of the "Invoice Date" on all undisputed invoices. If Customer
fails to pay an undisputed invoice when due, Cepheid may (1) charge interest on the
outstanding amount at the rate of 1.5% per month or the maximum amount allowed by law if
less and (2) not perform any services under the Agreement. If Customer disputes the
accuracy of any invoice in good faith, then it must notify Cepheid in writing within 30 days of
receiving an invoice and include a detailed explanation of the dispute. The Parties will
cooperate in good faith to resolve all invoice disputes within 30 days after Cepheid receives
notice.
5. Taxes. Customer must pay all applicable taxes on the purchase of a service plan. If
Customer claims any tax exemption, then it must annually provide Cepheid with a valid tax
exemption certificate. If any federal, state, or local authority determines that a tax exemption
certificate is not valid or that Customer owes taxes on the purchase of a service plan for any
other reason, then Customer will be responsible for all owed taxes and will reimburse
Cepheid for any costs, penalties, or interest caused by Customer's failure to pay applicable
taxes.
6. Termination.
6.1. Default. Defaults occurs if: (a) a Party becomes insolvent, ceases to do business,
or indicates that it will cease to do business during the Term; (b) bankruptcy or
receivership proceedings are instituted by or against the Party; or (c) a Party materially
User of a printed copy of this document is responsible for using the current revision and discarding expired or obsolete revisions.
Cepheid Confidential Date Printed:06/30/2025 07:38:04
01111111-01, P-25-364
� Cepheid
A better way.
GeneXpert® Service Agreement
breaches this Agreement and fails to cure such breach within 30 days after the
non-breaching Party provides written notice of the breach to the other Party (each a
"Default"). If one Party Defaults, the other Party may terminate this Agreement on
written notice to the defaulting Party. If Cepheid terminates the Agreement because of
Customer's Default, Cepheid will retain all amounts paid in advance as a non-exclusive
remedy for Customer's Default.
6.2. Early Termination. Either Party may terminate the Agreement before the end of
the Term by providing the other Party with written notice at least 30 days before
termination.
6.3. Termination Fee. If Customer terminates the Agreement before the Term ends,
then Customer must pay Cepheid a termination fee equal to the discounts provided to
Customer, if any. Cepheid will return the prorated balance for advance payments, if any,
to Customer. For example, if Customer paid Cepheid $90,000 in advance for a
four-service plan, which includes a 10% discount off the list price of$100,000, and
terminates early at the end of year two, then Customer will owe Cepheid $10,000 for the
termination fee (10% of$100,000). Cepheid will retain $10,000 and return the remaining
prorated balance of$35,000 to Customer ($45,000 for years three and four less
$10,000).
7. Covered Instruments. During the Term, Cepheid will provide the maintenance, repair,
and support services specified in the Agreement on the instruments identified by serial
number on the Quote (collectively "Covered Instruments"). Covered Instruments do not
include any consumables or instrument accessories, such as universal power supply devices
or printers.
8. Scope of Coverage. This Agreement only covers repairs of defects arising from
Customer's use of a Covered Instrument under normal conditions in compliance with
Cepheid's operator manual. Coverage under this Agreement does not include repairing
malfunctions or failures resulting from: operating a Covered Instrument in an unsuitable
environment, using a Covered Instrument inconsistent with its design or Cepheid's published
specifications, use of unauthorized attachments, acts of nature, unusual physical or electrical
stress, unauthorized modifications, unauthorized repairs done by Customer or anyone other
than Cepheid, or misuse, abuse, or neglect of a Covered Instrument (collectively "Excluded
Repairs"). Excluded Repairs may result in additional charges. Cepheid will notify Customer in
writing concerning any Excluded Repairs and will provide a quote with the costs to perform
the Excluded Repairs. Cepheid will not proceed with any Excluded Repairs unless Customer
approves those additional costs in writing.
9. Telephone Technical Support. During the Term, except for holidays, Cepheid will
provide technical phone support for Covered Instruments every day at any time. Customer
may contact Cepheid's technical support personnel at +1-888-838-3222 or by opening a ticket
online. Customer must connect a Covered Instrument to the internet for web-based support.
Cepheid will prioritize service calls as follows: (1) Advantage Plus Service Plan calls, (2)
User of a printed copy of this document is responsible for using the current revision and discarding expired or obsolete revisions.
Cepheid Confidential Date Printed:06/30/2025 07:38:04
01111111-01, P-25-364
� Cepheid
A better way.
GeneXpert® Service Agreement
Standard and Essential Service Plan calls, and (3) service calls from customers without active
service agreements. If Cepheid cannot repair a Covered Instrument remotely, then Cepheid
will repair the instrument following the procedures below.
10. Instrument Repair. If Cepheid determines that an onsite visit is necessary to repair a
Covered Instrument, then the Parties will schedule a mutually acceptable time during a
business day from 8:00 am to 5:00 pm local time. After Cepheid determines that an onsite
visit is necessary, a field service engineer will be available to perform onsite repairs within two
business days for Advantage Plus Service Plans and within four business days for Standard
and Essential Service Plans. These response times may be longer for Covered Instruments
installed in remote areas. For Advantage Plus Service Plans, Cepheid will also perform onsite
repairs to Covered Instruments on the weekends and during holidays if a Covered Instrument
is down and cannot produce any diagnostic test results on any module. Cepheid may use
new or refurbished parts to repair Covered Instruments. All replaced parts become the
property of Cepheid. Before Cepheid performs any on-site repairs, Customer must (a) notify
Cepheid of any potential on-site hazards and (b) ensure that Covered Instruments are safe to
handle.
11. Instrument Replacements. If Cepheid cannot repair a damaged Covered Instrument or
decides not to repair a Covered Instrument, then it will ship Customer a new or refurbished
replacement instrument at Cepheid's expense, and Customer will return the damaged
Covered Instrument to Cepheid as required below. For Customer-owned Covered
Instruments, Customer will receive title to any replacement instrument, and Cepheid will
receive title to any Covered Instrument that cannot be repaired. For Cepheid-owned Covered
Instruments, Cepheid will retain title to any replacement instrument. Any new replacement
instrument will become a Covered Instrument for the remaining Term. The Parties will
cooperate in good faith to execute any additional documents necessary to transfer titles to
instruments under this section.
12. Instrument Returns. If Cepheid requires Customer to return a Covered Instrument for
repair, Customer must provide a completed decontamination form from Cepheid with any item
shipped to Cepheid, which lists all potential biohazards that the Covered Instruments have
been exposed to or analyzed. Cepheid will pay for the shipping costs to return Covered
Instruments to Cepheid.
13. Instrument Loans. For Advantage Plus Service Plans, Cepheid will loan at no additional
cost a comparable instrument ("Loaner Instrument") to Customer if a Covered Instrument
cannot operate for more than three consecutive days during the Term. The Loaner Instrument
may be multiple smaller instruments if the Covered Instrument is an Infinity system. The
Loaner Instrument will be available for Customer's use at the location of the inoperable
Covered Instrument from the time of installation until the Covered Instrument is repaired
("Loan Period"). During the Loan Period, the Loaner Instrument will be a Covered Instrument.
Cepheid owns the Loaner Instrument, and Customer has no rights to the Loaner Instrument
except as stated in this clause. Customer must return the Loaner Instrument to Cepheid
within 30 days after the end of the Loan Period using the same instrument return procedures
User of a printed copy of this document is responsible for using the current revision and discarding expired or obsolete revisions.
Cepheid Confidential Date Printed:06/30/2025 07:38:04
P-25-364
Cepheid
A better way.
GeneXpert® Service Agreement
as stated above.
14. Annual Preventative Maintenance.
14.1. Xpert Check. Cepheid will ship one Xpert Check kit to Customer for each
Covered Instrument once every 12 months during the Term. The Xpert Check kit
includes five test cartridges, a fan filter, optics brush, a CD with test software,
instructions, and a blank CD for saving results where an internet connection is not
possible. The Xpert Check will generate a Summary Report that details the working
condition of the instrument. For Advantage Plus and Essential Service Plans, Cepheid
will schedule an on-site visit with Customer to perform the Xpert Check at a mutually
acceptable time once every 12 months during the Term. If the Xpert Check fails, then
Cepheid will repair the Covered Instrument.
14.2. Preventative Maintenance Deliverables. Cepheid will also perform the following
annual preventative maintenance on the Covered Instruments: (a) replace worn module
ejectors; (b) lubricate moving parts for GeneXpert Infinity Systems only; (c) replace fan
filters; (d) brush clean module optics; and (e) replace automation batteries if necessary
for GeneXpert Infinity System only.
15. Software Updates. "Software Update" means a revision to Cepheid's software installed
on the Covered Instruments with slight modifications or added capability (e.g., an update from
version 1.0 to 1.1). Cepheid will install available Software Updates on the Covered
Instruments when it performs the annual preventative maintenance described above for
Advantage Plus and Essential Service Plans. Customers with Standard Service Plans are
responsible for coordinating Software Updates with Cepheid when the next on-site
maintenance visit occurs. Software Updates do not include major revisions or upgrades to
Cepheid's software (e.g., an update from 1 .0 to 2.0) or any updates to third-party software.
16. Advantage Plus Wellness Visit. Customers with an Advantage Plus Service Plan may
request a wellness visit once every 12 months during the Term. For Wellness visits,
Customer may request on-site preventative maintenance training, additional user training,
and instrument evaluation.
17. Uptime Guarantee. For Advantage Plus Service Plan, GeneXpert Infinity Systems will
have an Uptime Percentage of at least 98 during each Measurement Period ("Uptime
Guarantee").
17.1. Definitions.
a. Measurement Period means each six-month period during the Term starting
when a Covered Instrument can generate a diagnostic test result after installation.
If the last Measurement Period in the Term is less than six months, then the
Uptime Percentage calculations will be prorated to reflect the shorter period.
User of a printed copy of this document is responsible for using the current revision and discarding expired or obsolete revisions.
Cepheid Confidential Date Printed:06/30/2025 07:38:04
P-25-364
Cepheid
A better way.
GeneXpert® Service Agreement
b. Base Hours means 24 hours multiplied by each day during the Measurement
Period.
c. Downtime Hours means the amount of time that a Covered Instrument cannot
generate a diagnostic test result during Base Hours caused by (a) a defect in
Cepheid's design, manufacturing, or materials or (b) Cepheid's failure to perform
instrument repairs as required by the Agreement. Downtime Hours start when
Customer notifies Cepheid that a Covered Instrument cannot generate a
diagnostic test result and end when a Covered Instrument can generate a
diagnostic test result.
d. Uptime Hours means the difference between Downtime Hours and Base Hours
for each Measurement Period.
e. Uptime Percentage is calculated by dividing Uptime Hours by Base Hours for
each Measurement Period and multiplying the result by 100. For example, if
Uptime Hours equals 98 and Base Hours equals 100, then the Uptime Percentage
will equal 98.
17.2. Remedy. The Term will be extended for an additional month at no cost to
Customer for each Measurement Period when a Covered Instrument fails to meet the
Uptime Guarantee. These Term extensions will only apply to the Covered Instrument
that failed to meet the Uptime Guarantee and not to all Covered Instruments under the
Agreement. This clause provides Customer's exclusive remedy for any Covered
Instrument that fails to meet the Uptime Guarantee.
18. Limited Repair Warranty. Cepheid will perform all repair work according to applicable
regulatory and industry standards and warrants that all replacement parts will be free from
defects in workmanship for the longer of 90 days from the time of repair or the end of the
Term. This limited repair warranty only extends to Customer. No other warranties apply to the
services that Cepheid provides under this Agreement.
19. Limitation of Liability. The Parties will only have liability for damages that directly and
naturally result from a breach of the Agreement and are reasonably foreseeable at the time of
breach. The Parties waive all other forms of damages for any claim concerning the
Agreement. Cepheid's maximum aggregate liability will not exceed, under any circumstances,
the amount that Customer paid to Cepheid under the Agreement when the cause of liability
occurred.
20. Confidential Information and Customer Data.
20.1. If Cepheid discloses to Customer any non-public information, including future
Cepheid products, software, and services, then Customer will keep that information
confidential and not disclose it to any third parties. If Customer provides Cepheid with
any feedback regarding any Cepheid product, software, or service, Cepheid may use
User of a printed copy of this document is responsible for using the current revision and discarding expired or obsolete revisions.
Cepheid Confidential Date Printed:06/30/2025 07:38:04
P-25-364
Cepheid
A better way.
GeneXpert® Service Agreement
any such feedback for any purpose, without notice, restriction, or compensation.
20.2. Customer must remove or delete all data from the Covered Instruments before
returning to Cepheid. Cepheid will delete any data remaining on returned Covered
Instruments and will not provide Customer with a copy of the deleted data. Cepheid will
not have any responsibility or liability for data remaining on returned Covered
Instruments.
20.3. If Customer provides Cepheid with "protected health information" as defined in 45
C.F.R. § 160.103, the Parties agree to the Business Associate Agreement available at
https://www.cepheid.com/en_US/systems/business-associates-agreement).
20.4. This clause survives the Agreement's termination.
21. Disclosure Requirements. The Parties intend that any discounts, rebates, or other price
reductions (collectively "Discounts") that Customer receives from Cepheid comply with the
federal Anti-Kickback Statute at 42 U.S.C. § 1320a-7b and the safe harbor provisions at 42
C.F.R. § 1001 .952. Customer will accurately report all Discounts if legally required, including
the allocation of Discounts across products and services. At Customer's request, Cepheid will
provide Customer with additional information regarding the Discounts, including the allocation
of Discounts across Cepheid's products and services if applicable.
22. Uncontrollable Events. Neither Party will breach the Agreement or have any liability if
an event beyond a Party's reasonable control prevents or delays its performance under the
Agreement.
23. Governing Law and Venue. Delaware law governs the Agreement. A party may only file
a lawsuit concerning the Agreement in a state or federal court in Delaware.
24. Assignment. A Party may only transfer its rights or obligations under the Agreement with
the other Party's written approval. The Parties will agree to reasonable requests for
assignment.
25. Third-Party Beneficiaries. The Agreement provides no rights or remedies to any third
party unless specifically identified in a separate written agreement.
26. Modification. The Parties may only modify the Agreement through a written amendment
signed by the Parties.
27. Waiver. No waiver under the Agreement will be effective unless in writing and signed by
the party granting the waiver. A waiver granted on one occasion will not operate as a waiver
on other occasions.
28. Severability. Each provision of the Agreement must be interpreted in a way that makes it
valid under the Governing Law. If any provision is held invalid, the rest of the Agreement will
User of a printed copy of this document is responsible for using the current revision and discarding expired or obsolete revisions.
Cepheid Confidential Date Printed:06/30/2025 07:38:04
00-01, P-25-364
� Cepheid
A better way.
GeneXpert® Service Agreement
remain in full effect.
29. Notices. Notices under the Agreement must be in writing and (a) hand-delivered or (b)
sent by an overnight courier with proof of delivery and all fees prepaid. Customer must send
any notice to Cepheid at 904 Caribbean Drive, Sunnyvale, CA 94089, with a courtesy copy to
Cepheid's Legal Department at the same address. Cepheid must send any notice to
Customer at the "Sold To" address on the Quote.
30. Complete Agreement. The Agreement is final, contains the Parties' entire understanding
concerning the subject matter of the Agreement, and replaces all other written or oral
agreements between the Parties. The Parties are not relying on any statement outside the
Agreement. The Parties may not use any statement outside the Agreement to change the
Agreement's terms.
CEPHID COUNTY OF FRESNO
Riley Digitally signed by Riley
V y T ra n Digitally signed by V:Tran8:32 ate:2Blackburn
Date:2025.08.1812:08:32 Blackburn Date:2025.08.19
Signed: - 00' Signed: 09:16:01-07'00'
Name: Name: Riley Blackburn
Title: Title: Purchasing Manager
Date: Date: 08/19/2025
User of a printed copy of this document is responsible for using the current revision and discarding expired or obsolete revisions.
Cepheid Confidential Date Printed:06/30/2025 07:38:04