HomeMy WebLinkAbout12-Fire Department 9 `
CITY OF SAN BERNARDINO—REQUEST FOR COUNCIL ACTION
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From: Michael J. Conrad, Fire Chief Subject: Resolution authorizing the execution of an agreement
g� and issuance of a purchase order to Zoll Medical
i Corporation for four cardiac monitor/defibrillators
Dept: Fire with accessories.
ORIGINAL
Date: April 4, 2011 Meeting Date: April 18, 2011
Synopsis of Previous Council Action:
04/05/10 Resolution#2010-59 authorizing the execution of an agreement and issuance of a purchase order
to Zoll Medical Corporation for defibrillators with accessories in the amount of$84,013.81.
07/20/09 Resolution#2009-269 ratifying the submittal of a grant application for the FY 2009 Metropolitan
Medical Response System Grant Program to the San Bernardino County Fire Department, Office
of Emergency Services.
10/20/08 Resolution 42008-399 authorizing the Director of Finance to issue a purchase order to Zoll
Medical Corporation in the amount of$28,289.20 for a defibrillator.
05/21/07 Resolution#2007-164 authorizing the Director of Finance to issue a purchase order to Zoll
Medical Corporation in the amount of$95,791.83 for the purchase of defibrillators and
accessories.
10/04/04 Resolution#2004-313 authorizing the Purchasing Manager to issue a purchase order to Zoll
Medical Corporation in the amount of$230,191.70 for 14 defibrillators.
RECOMMENDATION:
Adopt resolution. _
Signature
Contact Person: Bernard Horak, Emergency Medical Services Coordinator Phone: (909) 384-5286
Supporting data attached: Staff Report, Resolution, Agreement, and Quote Ward: Citywide
FUNDING REQUIREMENTS: Amount: $93,100
Source: (Acct. No.) 123-842-5704-0000-0048
(Acct Descr.)Federal & State Program-2009
Fire MMRS
Finance:
Council Notes:
Agenda Item No. 1-17
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CITY OF SAN BERNARDINO
f INTEROFFICE MEMORANDUM
s
FIRE DEPARTMENT
MS an Buns no
TO: Charles McNeely, City Manager
From: Michael J. Conrad, Fire Chief
mV �.
Date: April 4, 2011 i
SUBJECT: City Manager's Approval of Process-Purchase made pursuant to Section
3.04.010(B)(3) of the City's Municipal Code (Purchases approved by the
Mayor and Common Council and emergency purchases approved by the
City Manager) and DDL Number 82.
COPIES: Bernard Horak, Emergency Medical Services Coordinator
Zoll Medical Corporation, Inc. was selected as a Sole Source for the following reason:
Zoll Medical Corporation's and two other vendor's cardiac monitor/defibrillators were
evaluated by the Fire's EMS Advisory Committee (Paramedics) and determined that
Zoll's product was the superior monitor/defibrillator. This was based on clinical
performance, ease of use, durability, and warranty coverage. Standardization of EMS
equipment is critical for training and operational purposes in ensuring reliable
performance by personnel. Zoll Medical Corporation is the exclusive brand used by the
Fire Department for cardiac monitors/defibrillators and automated external defibrillators.
Therefore, Zoll Medical Corporation is the sole source provider of the required product
and has provided a bid proposal to the Fire Department in the amount of$93,100.
A Request for Council Action entitled, "Resolution authorizing the execution of an
agreement and issuance of a purchase order to Zoll Medical Corporation for four cardiac
monitor/defibrillators with accessories", has been submitted and placed on the April 18,
2011 agenda calendar for review and approval.
Approved By:
.�Lk 4keeA
Charles McNeely,
City Manager
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STAFF REPORT
SUBJECT
Resolution authorizing the execution of an agreement and issuance of a purchase order to
Zoll Medical Corporation for four cardiac monitor/defibrillators with accessories.
BACKGROUND
On July 20, 2009, the Mayor and Common Council approved a Resolution authorizing
the Fire Department to submit the 2009 Metropolitan Medical Response System(MMRS)
Grant application to the San Bernardino County Fire Department, Office of Emergency
Services and authorizing the Fire Department to administer the grant. The City was
awarded $321,221 for the procurement of interoperable communication, cardiac
monitors/defibrillators, casualty simulation training equipment, citizen corps equipment,
medical surge equipment,pharmaceuticals, and first responder training costs.
In October 2004, the Fire Department purchased defibrillators from Zoll Medical
Corporation to replace obsolete and/or old defibrillators due to the wear and tear of the
medical equipment in the field. Zoll Medical Corporation's defibrillators were evaluated
by the Fire Department's EMS Advisory Committee (Paramedics) and determined that
Zoll's product was the superior monitor/defibrillator. This was based on clinical
performance, ease of use, durability, and warranty coverage.
Zoll Medical Corporation is the exclusive brand used by the Fire Department for cardiac
monitors/defibrillators and automated external defibrillators. Standardization of EMS
equipment is critical for training and operational purposes in ensuring reliable
performance by personnel.
Currently, there is a need to purchase four Zoll cardiac monitor/defibrillators with
accessories to replace the most heavily used defibrillators and upgrade the capabilities to
comply with forthcoming medical protocol changes.
Therefore, in accordance with the City of San Bernardino Municipal Code Section
3.04.O1OB(3) purchasing procedures for "sole source", the Fire Department recommends
that Zoll Medical Corporation be issued a purchase order for the defibrillators and
accessories in the amount of$93,100 (Exhibit A).
FINANCIAL IMPACT
The total dollar amount to be awarded to Zoll Medical Corporation for four cardiac
monitor/defibrillators with accessories is not-to-exceed $93,100. Funding is budgeted
under the 2009 MMRS grant account for miscellaneous equipment (no. 123-842-5704-
0000-0048). There is no financial impact to the General Fund.
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The original budget amount awarded to the City for equipment and training is $321,221;
current balance is $288,084.36; and remaining balance after this approval will be
$194,984.36.
RECOMMENDATION
Adopt resolution.
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1 RESOLUTION NO. (D
2 RESOLUTION OF THE MAYOR AND COMMON COUN CIT F SAN
BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND
3 ISSUANCE OF A PURCHASE ORDER TO ZOLL MEDICAL CORPORATION FOR FOUR
CARDIAC MONITOR/DEFIBRILLATORS WITH ACCESSORIES.
4
5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO AS FOLLOWS:
6
7 SECTION 1. That Zoll Medical Corporation has offered a total negotiated purchase price
8 of$93,100, for the required four cardiac monitor/defibrillators with accessories. Pursuant to this
9 determination and the San Bernardino Municipal Code Section 3.04.010B(3),the Director ofFinance
10 or her designee is hereby authorized and directed to issue a Purchase Order to Zoll Medical
11 Corporation in the amount of$93,100 which will facilitate the procurement of the four cardiac
12 monitor/defibrillators with accessories; and
13 SECTION 2. The City Manager is hereby authorized and directed to execute on behalf of
14 the City,a Purchase Agreement with Zoll Medical Corporation, a copy of which is attached hereto,
15 marked Attachment"1",and incorporated herein by reference as though fully set forth at length;and
16 SECTION 3. The authorization to execute the above referenced Agreement and
17 Purchase Order is rescinded if not fully executed/issued within thirty (30) days of the passage of
18 this resolution.
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1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND
2 ISSUANCE OF A PURCHASE ORDER TO ZOLL MEDICAL CORPORATION FOR FOUR
CARDIAC MONITOR/DEFIBRILLATORS WITH ACCESSORIES.
3
4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
5 Common Council of the City of San Bernardino at a meeting thereof, held on
6 the day of , 2011, by the following vote, to wit:
7 COUNCIL MEMBERS: AYES NAYS ABSTAIN ABSENT
8
MARQUEZ
9
VACANT
10
BRINKER
� 11
SHORETT
12
KELLEY
13
JOHNSON
� 14
MCCAMMACK
I i5
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16 Rachel G. Clark, City Clerk
City of San Bernardino
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18 The foregoing Resolution is hereby approved this day of , 2011.
19
20 Patrick J. Morris, Mayor
City of San Bernardino
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Approved as to form:
22
JAMES F. PENMAN, City Attorney
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24 By:
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PURCHASE AGREEMENT
This Purchase Agreement is entered into this day of , 2011,by and
between Zoll Medical Corporation_("Vendor") and the City of San Bernardino ("City"or"San
Bernardino").
WITNESSETH:
WHEREAS,the Mayor and Common Council has determined that it is advantageous
and in the best interest of the City to contract for the purchase of four(4) cardiac monitor/
defibrillators; and
WHEREAS,the City of San Bernardino did solicit and accept quotes from available
Vendors for the purchase of cardiac monitor/defibrillators.
NOW, THEREFORE,the parties hereto agree as follows:
1. SCOPE OF SERVICES.
For the remuneration stipulated, San Bernardino hereby engages Vendor to provide four
(4) E Series ACLS Manual Defibrillators and accessories, as set forth on Exhibit"A,"attached
hereto and incorporated herein.
2. COMPENSATION AND EXPENSES.
a. For the products and/or services delineated above,the City, upon presentation of an
invoice, shall pay the Vendor up to the amount of S93,1 00.00, including applicable
sales tax and freight, as set forth on Exhibit"A."
b. City shall pay additional charges for expedited delivery if requested by City.
c. No other expenditures made by Vendor shall be reimbursed by City.
3. TERM; TERMINATION.
This purchase shall be completed within Fiscal Year 10/11.
This Agreement may be terminated at any time by thirty (30)days' written notice by
either party. The terms of this Agreement shall remain in force unless mutually amended.
4. WARRANTY
Vendor expressly warrants that all products and services supplied to City by Vendor
under this Agreement shall conform to vendor's published specifications, drawings or other
description upon which this PURCHASE is based,and shall be of good material and
workmanship, free from defects and free and clear of all liens or encumbrances. Inspection,
testing, acceptance or use of the goods by the City shall not affect Vendor's obligations under
this warranty, and such warranty shall survive inspection,testing, acceptance and use. Vendor
agrees to replace or correct promptly defects of any goods or services not conforming to the
foregoing warranty without expense to the City, when notified of such non-conformity by City.
If Vendor fails to correct the defects in or replace non-conforming goods or services promptly,
City may, after reasonable notice to Vendor,make such corrections or effect cover, or cure, at
Vendor's expense. "Reasonable notice" for purposes of this section shall not be deemed to
require more than 60 calendars days notice before commencement of efforts by the City to effect
cover or a cure except upon written agreement of the Parties.
5. INDEMNITY.
Vendor agrees to and shall indemnify and hold the City, its elected officials, employees,
agents or representatives, free and harmless from all claims, actions, damages and liabilities of
any kind and nature arising from bodily injury, including death, or property damage caused by
any negligent or intentional acts or omissions of Vendor, its employees, agents, or
subcontractors, relating to or in any way connected with the accomplishment of the work or
performance of services under this Agreement, unless the bodily injury or property damage was
actually caused by the sole negligence of the City, its elected officials, employees, agents or
representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its
own expense, including attorney's fees, the City, its elected officials, employees, agents or
representatives from any and all legal actions based upon such negligent or intentional acts or
omissions by vendor. Vendor hereby waives any and all rights to any types of express or implied
indemnity against the City, its elected officials, employees, agents or representatives, with
respect to third party claims against the Vendor relating to product defects or the negligent or
intentional acts or omissions of vendor.
6. INSURANCE.
While not restricting or limiting the foregoing, during the term of this Agreement,
Vendor shall maintain in effect policies of comprehensive public, general and automobile
liability insurance, in the amount of$1,000,000.00 combined single limit, and shall file a
Lrw certificate of insurance with the City's Risk Manager prior to undertaking any work under this
jAgreement.
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j 7. NON-DISCRIMINATION.
In the performance of this Agreement and in the hiring and recruitment of employees,
Vendor shall not engage in, nor permit its officers, employees or agents to engage in,
discrimination in employment of persons because of their race, religion, color, national origin,
ancestry, age,mental or physical disability, medical condition, marital status, sexual gender or
sexual orientation, or any other status protected by law.
8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
Vendor- warrants that it possesses or shall obtain, and maintain a business registration
certificate as required under Chapter 5 of the Municipal Code, and any other license, permits,
i qualifications, insurance and approval of whatever nature that are legally required of Vendor to
practice its business or profession.
9. NOTICES.
Any notices to be given pursuant to this Agreement shall be deposited with the United
States Postal Service,postage prepaid and addressed as follows:
TO THE City: Fire Chief of the City of San Bernardino
300 North"D" Street
San Bernardino, CA 92418
Telephone: (909)384-5286
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TO THE Vendor: ZOLL Medical Corporation
Attn: Darren Dumas—Contracts Coordinator
269 Mill Road
Chelmsford, MA 01824
800-242-9150 x 9319
10. ATTORNEYS' FEES
In the event that litigation is brought by any party in connection with this Agreement, the
prevailing party shall be entitled to recover from the opposing party all costs and expenses,
including reasonable attorneys' fees,including those of in-house counsel or City Attorney,
incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the
enforcement of any of the terms, conditions or provisions hereof.
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11. ASSIGNMENT.
Vendor shall not voluntarily or by operation of law assign,transfer, sublet or encumber
all or any part of the Vendor's interest in this Agreement without City's prior written consent.
q Any attempted assignment,transfer, subletting or encumbrance shall be void and shall constitute
a breach of this Agreement and cause for the termination of this Agreement. Regardless of
City's consent,no subletting or assignment shall release Vendor of Vendor's obligation to
perform all other obligations to be performed by Vendor hereunder for the term of this
Agreement.
12. VENUE.
The parties hereto agree that all actions or proceedings arising in connection with this
Agreement shall be tried and litigated either in the State courts located in the County of San
Bernardino, State of California or the U.S. District Court for the Central District of California,
Riverside Division. The aforementioned choice of venue is intended by the parties to be
mandatory and not permissive in nature.
13. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of California.
14. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding on and inure to the benefit of the parties to this
Agreement and their respective heirs,representatives, successors, and assigns.
15. HEADINGS.
The subject headings of the sections of this Agreement are included for the purposes of
convenience only and shall not affect the construction or the interpretation of any of its
provisions.
16. SEVERABILITY.
If any provision of this Agreement is determined by a court of competent jurisdiction to
be invalid or unenforceable for any reason, such determination shall not affect the validity or
enforceability of the remaining terms and provisions hereof or of the offending provision in any
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other circumstance, and the remaining provisions of this Agreement shall remain in full force
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and effect.
17. REMEDIES; WAIVER.
All remedies available to either party for one or more breaches by the other party are and
shall be deemed cumulative and may be exercised separately or concurrently without waiver of
any other remedies. The failure of either party to act in the event of a breach of this Agreement
by the other shall not be deemed a waiver of such breach or a waiver of future breaches, unless
such waiver shall be in writing and signed by the party against whom enforcement is sought.
18. ENTIRE AGREEMENT; MODIFICATION.
This Agreement constitutes the entire agreement and the understanding between the
parties, and supersedes any prior agreements and understandings relating to the subject manner
of this Agreement and any conflicting provisions contained in Exhibit "A," .Zoll Quotation
General Terms & Conditions. This Agreement may be modified or amended only by a written
instrument executed by all parties to this Agreement.
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day
and date set forth below.
Dated: , 2011 ZOLL Medi• 1 C rpo on `--
By. � /
�iVlil( rott l V.P. EMS Sales
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Dated 12011 CITY OF SAN BERNARDINO
By:
I Charles McNeely, City M anager
Approved as to Form:
James F. Penman, City Attorney
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By: CLJ r
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ZOLL Medical Corporation
Worldwide HeadQuarters
269 Mill Rd
�ZOLL,
i Chelmsford, Massachusetts 01824-4105
San Bernardino City Fire Department (978) 421-9655 Main
(800) 348-9011
(978) 421-0015 Customer Support
San Bernardino, CA 92415 FEDERAL ID#: 04-2711626
Attn: Bernie Horak QUOTATION 74638 V:2
DATE: December 16, 2010
email: horak be(cDcLsan-bernardino.ca.us
TERMS: Net 30 Days
FOB: Shipping Point
FREIGHT: Prepay and Add
9
ITEM MODEL NUMBER DESCRIPTION CITY. UNIT PRICE DISC PRICE TOTAL PRICE
1 5021 1 7300201 24014 E Series ACLS Manual Defibrillator with See-Thru 4 $25,345.00 $20,276.00 $81,104.00
CPR @,Real CPR Help@ Advisory capability,12-lead
with 1-step patient cable,Sp02(comes with EtCO2
port),Integrated Bluetooth,NIBP with Adult-Plus cuff
and hose and Noninvasive Pacing Includes: AC
Power, Printer, Protocol Assist Code Markers and GPS
Clock Auto Sync,TriMode Display,3-lead ECG patient
cable, universal cable, ready for one(1)SurePowerTM
Rechargeable Lithium Ion Battery with built in AC Charger
ordered separately, RS232 data transfer port,Expanded
Carry Case and Rapid Cable Deployment System,AC
power cord, 12"AC power extension cord,one package of
recorder paper,two PCMCIA Card slots,Operator's
Manual and standard one(1)year warranty for EMS
use.
1a 8000- 10 0 7- 02 1 Step Patient Cable for 12-lead ECG with limb leads 4 $315.00 Included Included
and v leads(7 ft)
2 8000- 0330 Sp02 Rainbow Resuable Patient Cable:Connects to 4 $295.00 $236.00 $944.00
LNCS Single Use and Resuable Sensors(4 ft)
3 8000- 0294 Sp02 LNCS Adult Reusable Sensor(1 each) 4 $295.00 $236.00 $944.00
4 8000- 0312 E Series Only CAPNO 5 Mainstream CO2 Sensor and 4 $4,775.00 $3,581.25 $14,325.00
Cable
5 8050- 0030- 01 SurePowerl Charging Station 2 $2,275.00 $1,706.25 $3,412.50
This quote is made subject to ZOLL's standard commercial terms and conditions(ZOLL T's+C's)which Page 1 Subtotal $'100,729.50
accompany this quote. Any purchase order(P.O.)issued in response to this quotation will be deemed to
incorporate ZOLL T's+C's.Any modification of the ZOLL T's+C's must be set forth or referenced in the
customer's P.O. No commercial terms or conditions shall apply to the sale of goods or services governed
by this quote and the customer's P.O unless set forth in or referenced by either document.
1. DELIVERY WILL BE MADE 60-90 DAYS AFTER RECEIPT OF ACCEPTED PURCHASE ORDER. Bryan Pank
2. PRICES WILL BE F.O.B. SHIPPING POINT. Sr. EMS Account Executive
3.WARRANTY PERIOD(See above AND Attachment). 800-242-9150, x9218
4. PRICES QUOTED ARE FIRM FOR 90 DAYS.
'LICABLE TAX& FREIGHT CHARGES&ORDER PROCESSING FEES ADDITIONAL.
-PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTANCE BY ZOLL.
7. PURCHASE ORDERS TO BE FAXED TO ZOLL CUSTOMER SERVICE AT 978-421-0015.
8.ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS.
9. PLEASE PROVIDE A COPY OF OR REFERENCE TO YOUR QUOTATION NUMBER WITH PURCHASE
Page 1
ZOLL Medical Corporation
Z-OLLt� Worldwide HeadQuarters
269 Mill Rd
Chelmsford, Massachusetts 01824-4105
San Bernardino City Fire Department (978) 421-9655 Main
(800) 348-9011
San Bernardino, CA 92415 (978) 421-0015 Customer Support
FEDERAL ID#: 04-2711626
Attn: Bernie Horak QUOTATION 74638 V:2
DATE: December 16, 2010
email: horak be(a)ci.san-bernardino.ca.us
TERMS: Net 30 Days
FOB: Shipping Point
FREIGHT: Prepay and Add
ITEM MODEL NUMBER DESCRIPTION QTY. UNIT PRICE DISC PRICE TOTAL PRICE
6 8019- 0535- 01 SurePowerT"Rechargeable Lithium Ion Battery Pack 12 $475.00 $356.25 $4,275.00
7 8000- 1650 Cuff,All Purpose,Pediatric/Small Adult,17-25cm 8 $32.00 $24.00 $192.00
8 8000- 1653 Cuff,All Purpose,Large Adult,31 -40cm 8 $42.00 $32.00 $256.00
9 8000- 1654 Cuff,All Purpose,Thigh,38-50cm 8 $42.00 $33.60 $268.80
8000- 0370 CPR Connector 4 $265.00 No Charge No Charge
11 7777- 01 25 NIBP Upgrade(must have SP02) 4 $5,000.00 $3,071.25 $12,285.00
12 8778- 0107 4 Year Extended Warranty(at time of equipment sale) 4 $3,550.00 $3,550.00 $14,200.00
13 4001- 9910 ZOLL M Series Biphasic w/Pacing+2 options Trade-In 4 ($6,883.50) ($27,534.00) **
14 8050- 9901 All ZOLL Chargers Trade-in 2 ($100.00) ($200.00) **
15 DISC ZOLL Loyalty Discount 1 ($19,906.30) ($19,906.30)
Valid for an order received on or before March 1,2011
This quote is made subject to ZOLL's standard commercial terms and conditions(ZOLL T's+C's)which Pape 2 Subtotal $84 566.00
accompany this quote. Any purchase order(P.O.)issued in response to this quotation will be deemed to
incorporate ZOLL T's+C's.Any modification of the ZOLL T's+C's must be set forth or referenced in the
customer's P.O. No commercial terms or conditions shall apply to the sale of goods or services governed
by this quote and the customer's P.O unless set forth in or referenced by either document.
1. DELIVERY WILL BE MADE 60-90 DAYS AFTER RECEIPT OF ACCEPTED PURCHASE ORDER. Bryan Pank
2. PRICES WILL BE F.O.B. SHIPPING POINT. Sr. EMS Account Executive
3.WARRANTY PERIOD(See above AND Attachment). 800-242-9150,x9218
4 PRICES QUOTED ARE FIRM FOR 90 DAYS.
'LICABLE TAX&FREIGHT CHARGES&ORDER PROCESSING FEES ADDITIONAL.
PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTANCE BY ZOLL.
7. PURCHASE ORDERS TO BE FAXED TO ZOLL CUSTOMER SERVICE AT 978-421-0015.
8.ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS.
9. PLEASE PROVIDE A COPY OF OR REFERENCE TO YOUR QUOTATION NUMBER WITH PURCHASE
Page 2
ZOLL Medical Corporation
Worldwide HeadQuarters
�ZOLLW 269 Mill Rd
Chelmsford, Massachusetts 01824-4105
San Bernardino City Fire Department (978) 421-9655 Main
(800) 348-9011
San Bernardino, CA 92415 (978) 421-0015 Customer Support
FEDERAL ID#: 04-2711626
Attn: Bernie Horak QUOTATION 74638 V:2
DATE: December 16, 2010
email: horak be(a)ci.san-bernardino.ca.us
TERMS: Net 30 Days
FOB: Shipping Point
FREIGHT: Prepay and Add
ITEM MODEL NUMBER DESCRIPTION QTY. UNIT PRICE DISC PRICE TOTAL PRICE
Estimated Sales Tax 9% $8,379.00
Estimated Shipping&Handling $155.00
**Trade-in Value valid if all units purchased are in good
operational and cosmetic condition,and include all
standard accessories such as paddles,cables,etc.
Customer assumes responsibility for shipping trade-in
equipment to ZOLL Chelmsford within 60 days of receipt of
new equipment. Customer agrees to pay cash value for
trade-in equipment not shipped to ZOLL on a timely basis.
*Reflects Discount Pricing&CPR Promotional Items
This quote is made subject to ZOLL's standard commercial terms and conditions(ZOLL T's+C's)which TOTAL $93 100.00
accompany this quote. Any purchase order(P.O.)issued in response to this quotation will be deemed to
incorporate ZOLL T's+C's.Any modification of the ZOLL T's+C's must be set forth or referenced in the
customer's P.O. No commercial terms or conditions shall apply to the sale of goods or services governed
by this quote and the customer's P.O unless set forth in or referenced by either document.
1. DELIVERY WILL BE MADE 60-90 DAYS AFTER RECEIPT OF ACCEPTED PURCHASE ORDER. Bryan Pank
2. PRICES WILL BE F.O.B. SHIPPING POINT. Sr. EMS Account Executive
3.WARRANTY PERIOD(See above AND Attachment). 800-242-9150,x9218
4. PRICES QUOTED ARE FIRM FOR 90 DAYS.
`LICABLE TAX&FREIGHT CHARGES&ORDER PROCESSING FEES ADDITIONAL.
.PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTANCE BY ZOLL.
7. PURCHASE ORDERS TO BE FAXED TO ZOLL CUSTOMER SERVICE AT 978-421-0015.
8.ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS.
9. PLEASE PROVIDE A COPY OF OR REFERENCE TO YOUR QUOTATION NUMBER WITH PURCHASE
Page 3
ZOLL QUOTATION GENERAL TERMS & CONDITIONS
9.LIMITATIONS OF LIABILITY.IN NO EVENT SHALL ZOLL MEDICAL CORPORATION BE LIABLE
1.ACCEPTANCE. This Quotation constitutes an offer by ZOLL Medical Corporation to sell to the FOR INDIRECT SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ZOLL MEDICAL
Customer the equipment (including a license to use certain software) listed in this Quotation and CORPORATIONS PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO THIS QUOTATION
& "ed in the specifications either attached to or referred to in this Quotation(hereinafter referred to OR THE CONTRACT OR THE FURNISHING,PERFORMANCE,OR USE OF ANY EQUIPMENT OR
menl).Any acceptance of such offer is expressly limited to the terms of this Quotation,including SOFTWARE SOLD HERETO, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF
neral Terms and Conditions.Acceptance shall be so limited to this Quotation notwithstanding(i) WARRANTY,THE NEGLIGENCE OF ZOLL MEDICAL CORPORATION OR OTHERWISE.
Acting written or oral representations made by ZOLL Medical Corporation or any agent or
employee of ZOLL Medical Corporation or(ii)receipt or acknowledgement by ZOLL Medical Corporation 10.PATENT INDEMNITY.ZOLL Medical Corporation shall at its own expense defend any suit that may
of any purchase order,specification,or other document issued by the Customer.Any such document be instituted against the Customer for alleged infringement of any United States patents or copyrights
shall be wholly inapplicable to any sale made pursuant to this Quotation,and shall not be binding in any related to the parts of the Equipment or the Software manufactured by ZOLL Medical Corporation,
way on ZOLL Medical Corporation. provided that(i)such alleged infringement consists only in the use of such Equipment or the Software by
itself and not as a part of or in combination with any other devices or parts,(ii)the Customer gives ZOLL
Acceptance of this Quotation by the Customer shall create an agreement between ZOLL Medical Medical Corporation immediate notice in writing of any such suit and permits ZOLL Medical Corporation
Corporation and the Customer(hereinafter referred to as the"Contract"the terms and conditions of through counsel of its choice,to answer the charge of infringement and defend such suit,and(iii)the
which are expressly limited to the provisions of this Quotation including these Terms and Conditions.No Customer gives ZOLL Medical Corporation all requested information,assistance and authority at ZOLL
waiver change or modification of any of the provisions of this Quotation or the Contract shall be binding Medical Corporation's expense,to enable ZOLL Medical Corporation to defend such suit.
on ZOLL Medical Corporation unless such waiver, change or modification (i) is made in writing(ii)
expressly states that it is a waiver,change or modification of this Quotation or the Contract and(iii)is In the case of a final award of damages for infringement in any such suit,ZOLL Medical Corporation will
signed by an authorized representative of ZOLL Medical Corporation. pay such award,but it shall not be responsible for any settlement made without its written consent.
2. DELIVERY AND RISK OF LOSS. Unless otherwise stated, all deliveries shall be F.O.B. ZOLL Section 10 states ZOLL Medical Corporation's total responsibility and liability's,and the Customer's sole
Medical Corporation's facility.Risk of loss or damage to the Equipment shall pass to the Customer upon remedy for any actual or alleged infringement of any patent by the Equipment or the Software or any part
delivery of the Equipment to the carrier. thereof provided hereunder. In no event shall ZOLL Medical Corporation be liable for any indirect,
special,or consequential damages resulting from any such infringement.
3.TERMS OF PAYMENT.Unless otherwise stated in its Quotation payment by Customer is due thirty
(30)days after the ship date appearing on ZOLL Medical Corporation invoice.Any amounts payable 11. CLAIMS FOR SHORTAGE. Each shipment of Equipment shall be promptly examined by the
hereunder which remain unpaid after the date shall be subject to a late charge equal to 1.5%per month Customer upon receipt thereof.The Customer shall inform ZOLL Medical Corporation of any shortage in
from the due date until such amount is paid. any shipment within ten(10)days of receipt of Equipment.If no such shortage is reported within ten(10)
day period,the shipment shall be conclusively deemed to have been complete.
4.CREDIT APPROVAL.All shipments and deliveries shall at all times be subject to the approval of
credit by ZOLL Medical Corporation.ZOLL Medical Corporation may at any time decline to make any 12.RETURNS AND CANCELLATION.(a)The Customer shall obtain authorization from ZOLL Medical
shipment or delivery except upon receipt of payment or security or upon terms regarding credit or Corporation prior to returning any of the Equipment.(b)The Customer receives authorization from ZOLL
security satisfactory to ZOLL Medical Corporation. Medical Corporation to return a product for credit,the Customer shall be subject to a restocking charge
of twenty percent(20%)of the original list purchase price,but not less than$50.00 per product.(c)Any
5.TAXES&FEES.The pricing quoted in its Quotation do not include sales use,excise,or other similar such change in delivery caused by the Customer that causes a delivery date greater than six(6)months
taxes or any duties or customs charges,or any order processing fees.The Customer shall pay in from the Customer's original order date shall constitute a new order for the affected Equipment in
addition for the prices quoted the amount of any present or future sales,excise or other similar tax or determining the appropriate list price.
customs duty or charge applicable to the sale or use of the Equipment sold hereunder(except any tax
based on the net income of ZOLL Medical Corporation),and any order processing fees that ZOLL may 13.APPLICABLE LAW.This Quotation and the Contract shall be governed by the substantive laws of
apply from time to time.In lieu thereof the Customer may provide ZOLL Medical Corporation with a tax the Commonwealth of Massachusetts without regard to any choice of law provisions thereof.
exemption certificate acceptable to the taxing authorities.
14.COMPLIANCE WITH LAWS.(a)ZOLL Medical Corporation represents that all goods and services
6.WARRANTY.(a)ZOLL Medical Corporation warrants to the Customer that from the earlier of the date delivered pursuant to the Contract will be produced and supplied in compliance with all applicable state
of installation or thirty(30)days after the date of shipment from ZOLL Medical Corporation's facility,the and federal laws and regulations,including the requirements of the Fair Labor Standards Act of 1938,as
Equipment(other than accessories and electrodes)will be free from defects in material and workmanship amended.(b)The Customer shall be responsible for compliance with any federal,state and local laws
under normal use and service for the period noted on the reverse side.Accessories and electrodes shall and regulations applicable to the installation or use of the Equipment furnished hereunder,and will obtain
be warranted for ninety (90) days from the date of shipment. During such period ZOLL Medical any permits required for such installation and use.
f-ation will at no charge to the Customer either repair or replace(at ZOLL Medical Corporation's
in)any part of the Equipment found by ZOLL Medical Corporation to be defective in material or 15. NON-WAIVER OF DEFAULT. In the event of any default by the Customer, ZOLL Medical
ship.If ZOLL Medical Corporation's inspection detects no defects in material or workmanship, Corporation may decline to make further shipments or render any further warranty or other services
ib..edical Corporation's regular service charges shall apply.(b)ZOLL Medical Corporation shall not without in any way affecting its right under such order.If despite any default by Customer,ZOLL Medical
be responsible for any Equipment defect failure of the Equipment to perform any specified function,or Corporation elects to continue to make shipments its action shall not constitute a waiver of any default by
any other nonconformance of the Equipment caused by or attributable to(i)any modification of the the Customer or in any way affect ZOLL Medical Corporation's legal remedies regarding any such
Equipment by the Customer,unless such modification is made with the prior written approval of ZOLL default.No claim or right arising out of a breach of the Agreement by the Customer can be discharged in
Medical Corporation:(ii)the use of the Equipment with any associated or complementary equipment whole or in part by waiver or renunciation of the claim or right unless the waiver or renunciation is
accessory or software not specified by ZOLL Medical Corporation,or(iii)any misuse or abuse of the supported by consideration and is in writing signed by ZOLL Medical Corporation.
Equipment:(iv)exposure of the Equipment to conditions beyond the environmental,power or operating
constraints specified by ZOLL Medical Corporation,or(v)installation or wiring of the Equipment other 16.ASSIGNMENT.This Quotation,and the Contract,may not be assigned by the Customer without the
than in accordance with ZOLL Medical Corporation's instructions.(c)Warranty does not cover items prior written consent of ZOLL Medical Corporation,and any assignment without such consent shall be
subject to normal wear and burnout during use,including but not limited to lamps,fuses,batteries,cables null and void.
and accessories. (d) The foregoing warranty does not apply to software included as part of the
Equipment(including software embodied in read-only memory known as"firmware").(e)The foregoing 17.TITLE TO PRODUCTS.Title to right of possession of the products sold hereunder shall remain with
warranty constitutes the exclusive remedy of the Customer and the exclusive liability of ZOLL Medical ZOLL Medical Corporation until ZOLL Medical Corporation delivers the Equipment to the carrier and
Corporation for any breach of any warranty related to the Equipment supplied hereunder. THE agrees to do all acts necessary to perfect and maintain such right and title in ZOLL Medical Corporation.
WARRANTY SET FORTH HEREIN IS EXCLUSIVE AND ZOLL MEDICAL CORPORATION Failure of the Customer to pay the purchase price for any product when due shall give ZOLL Medical
EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL, IMPLIED, OR Corporation the right,without liability to repossess the Equipment,with or without notice,and to avail
STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR itself of any remedy provided by law.
FITNESS FOR A PARTICULAR PURPOSE.
18.EQUAL EMPLOYMENT OPPORTUNITY/AFFIRMATIVE ACTION.
7.SOFTWARE LICENSE.(a)All software(the"Software"which term shall include firmware)included as VETERAN'S EMPLOYMENT-If this order is subject to Executive Order 11710 and the
part of the Equipment is licensed to Customer pursuant to a nonexclusive limited license on the terms rules,regulations,or orders of the Secretary of Labor issued thereunder the contract clause as set forth
hereinafter set forth,(b)Customer may not copy,distribute,modify,translate or adapt the Software,and at 41 CFR 60-250.4 is hereby included as part of this order.
may not disassemble or reverse compile the Software,or seek in any manner to discover,disclose or
use any proprietary algorithms,techniques or other confidential information contained therein, (c)All EMPLOYMENT OF HANDICAPPED - if this order is subject to Section 503 of the
rights in the Software remain the product of ZOLL Medical Corporation,and Customer shall have no right Rehabilitation Act of 1973,as amended and the rules,regulations or orders of the Secretary of Labor as
or interest therein except as expressly provided herein.(d)Customer's right to use the Software may be issued thereunder,the contract clause at 41 CFR 60-741.7 is hereby included as part of this order.
terminated by ZOLL Medical Corporation in the event of any failure to comply with terms of this
quotation,(e)Customer may transfer the license conferred hereby only in connection with a transfer of EQUAL OPPORTUNITY EMPLOYMENT - if this order is subject to the provisions of
the Equipment and may not retain any copies of the Software following such transfer.(f)ZOLL Medical Executive Order 11246,as amended,and the rules,regulations or orders of the Secretary of Labor
Corporation warrants that the read-only memory or other media on which the Software is recorded will be issued thereunder,the contract clause set forth at 41 CFR 60-1.4(a)and 60-1.4(b)are hereby included
free from defects in materials and workmanship for the period and on terms set forth in section 6.(g) as a part of this order and Seller agrees to comply with the reporting requirements set forth at 41 CFR
Customer understands that the Software is a complex and sophisticated software product and no 60-1.7 and the affirmative action compliance program requirements set forth as 41 CFR 60-1.40.
assurance can be given that operation of the Software will be uninterrupted or error-free,or that the
Software will meet Customer's requirements. Except as set forth in section 7(f), ZOLL MEDICAL 19. VALIDITY OF QUOTATION. This Quotation shall be valid and subject to acceptance by the
CORPORATION MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE Customer,in accordance with the terms of Section 1 hereof for the period set forth on the face hereof.
SOFTWARE AND IN PARTICULAR DISCLAIMS ANY IMPLIED WARRANTIES OR After such period,the acceptance of this Quotation shall not be binding upon ZOLL Medical Corporation
MERCHANTABILITY OR FITNESS OF A PARTICULAR PURPOSE WITH RESPECT THERETO. and shall not create a contract,unless such acceptance is acknowledged and accepted by ZOLL Medical
Customer's exclusive remedy for any breach of warranty or defect relating to the Software shall be the Corporation by a writing signed by an authorized representative of ZOLL Medical Corporation.
repair or replacement of any defective read-only memory or other media so that it correctly reproduces
the Software. This License applies only to ZOLL Medical Corporation Software. 20.GENERAL. Any Contract resulting from this Quotation shall be governed by and interpreted in
accordance with the laws of the Commonwealth of Massachusetts. This constitutes the entire
8.DELAYS IN DELIVERY.ZOLL Medical Corporation shall not be liable for any delay in the delivery of agreement between Buyer and Supplier with respect to the purchase and sale of the Products described
of the Equipment if such delay is due to any cause beyond the control of the ZOLL Medical in the face hereof, and only representations or statements contained herein shall be binding upon
:)n including,but not limited to acts of God,fires,epidemics,floods,riots,wars,sabotage,labor Supplier as a warranty or otherwise. Acceptance or acquiescence in the course of performance
governmental actions, inability to obtain materials, components, manufacturing facilities or rendered pursuant hereto shall not be relevant to determine the meaning of this writing even though the
t Cation or any other cause beyond the control of ZOLL Medical Corporation.In addition ZOLL accepting or acquiescing party has knowledge of the nature of the performance and opportunity for
Medical Corporation shall not be liable for any delay in delivery caused by failure of the Customer to objection. No addition to or modification of any of the terms and conditions specified herein shall be
provide any necessary information in a timely manner. In the event of any such delay,the date of binding upon Supplier unless made in writing and signed by a duly authorized representative of Supplier.
shipment or performance hereunder shall be extended to the period equal to the time lost by reason of The terms and conditions specified shall prevail notwithstanding any variance from the terms and
such delay. In the event of such delay ZOLL Medical Corporation may allocate available Equipment conditions of any order or other form submitted by Buyer for the Products set forth on the face of this
among its Customers on any reasonable and equitable basis. The delivery dates set forth in this Agreement. To the extent that this writing may be treated as an acceptance of Buyer's prior offer,such
Quotation are approximate only and ZOLL Medical Corporation shall not be liable for or shall the acceptance is expressly made conditional on assent by Buyer to the terms hereof,and,without limitation,
Contract be breached by,any delivery by ZOLL Medical Corporation within a reasonable time after such acceptance of the goods by Buyer to the terms hereof,and,without limitation,acceptance of the goods
dates. by Buyer shall constitute such assent. All cancellations and reschedules require a minimum of thirty(30)
days notice.