HomeMy WebLinkAboutC-5960 - Purchase Agreement for Seventeen (17) New and Unused Cardiac MonitorsPURCHASE AGREEMENT
FOR SEVENTEEN (17) NEW AND UNUSED CARDIAC MONITORS
FROM ZOLL MEDICAL CORPORATION
This Purchase Agreement ("Agreement") is entered into as of this 1st day of
November, 2014 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a
California municipal corporation and charter city ("City'), and ZOLL MEDICAL
CORPORATION, a Massachusetts corporation ("Vendor"), whose principal place of
business is 269 Mill Road, Chelmsford, Massachusetts 01824.
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City requires seventeen (17) new and unused X Series Manual
Monitors/Defibrillators, their new and unused accessories, advanced options,
technical support, on-site service, and maintenance ("Equipment") as further
described in the Quotation 174123 V:5, as incorporated herein by this reference
and as set forth in Exhibit A, which is attached hereto.
C. Vendor has carefully reviewed and evaluated the specifications set forth by the
City for the Equipment and has committed to deliver the Equipment required for
the price specified in this Agreement.
D. City has solicited and received a proposal from Vendor's agent, has evaluated
the expertise of Vendor, and desires to submit an order for the Equipment under
the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual representations, warranties
and covenants, and other terms and conditions as set forth herein, Vendor and City
(each a "Parry" and together the "Parties") agree as follows:
1. TERM
The Term of this Agreement shall commence on the Effective Date and shall
terminate on November 1, 2015 unless terminated earlier as set forth herein.
2. COMPENSATION
2.1 The purchase price for Equipment, including all sales taxes and shipping
costs, shall not exceed Four Hundred Nine Thousand Five Hundred Eleven and
44/100 Dollars ($409,511.44) ("Purchase Price").
Zoll Medical Corporation Page 1
3. ADMINISTRATION
This Agreement will be administered by the City's Fire Department. The EMS
Chief, or designee, shall be the Purchase Administrator and shall have the authority to
act for City under this Agreement. The Purchase Administrator or designee shall
represent City in all matters pertaining to the services to be rendered pursuant to this
Agreement.
4. DELIVERY
4.1 Delivery shall be made to the City's Yard at 592 Superior Avenue,
Newport Beach, Calfornia 92663, or such other location as may be designated by City
in writing. City reserves the right to refuse the Equipment, or part thereof, and to cancel
all or any part of the Equipment not conforming to published Vendor specifications. City
shall receive a pro -rata refund for the Equipment, or part thereof, cancelled under this
Agreement, within thirty (30) calendar days of City's cancellation. Acceptance of any
part of the order for Equipment shall not bind City to accept future shipments nor
deprive City of the right to return Equipment already accepted at Vendor's expense.
Over shipments and under shipments of Equipment shall be only as agreed to in writing
by City. Delivery shall not be deemed to be complete until all Equipment have actually
been received and accepted in writing by the City.
4.2 Vendor shall submit all requests for extensions of time for delivery in
writing to the City Purchase Administrator not later than ten (10) calendar days after the
start of the condition that purportedly causes a delay. The Purchase Administrator shall
review all such requests and may, at his/her sole discretion, grant reasonable time
extensions for unforeseeable delays that are beyond Vendor's control.
5. ACCEPTANCE/ PAYMENT
Unless otherwise agreed to in writing by City, acceptance of the Equipment shall
not be deemed complete unless in writing and until all the Equipment, including each
part thereof has actually been received, inspected and tested to the satisfaction of City.
6. NOTICES
6.1 All notices, demands, requests or approvals to be given under the terms of
this Agreement shall be given in writing, and conclusively shall be deemed served when
delivered personally, or on the third business day after the deposit thereof in the United
States mail, postage prepaid, first-class mail, addressed as hereinafter provided.
6.2 All notices, demands, requests or approvals from Vendor to City shall be
addressed to City at:
Attention: EMS Chief
Fire Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Zoll Medical Corporation Page 2
Newport Beach, CA 92658
6.3 All notices, demands, requests or approvals from City to Vendor shall be
addressed to Vendor at:
Catherine Prophet
Zoll Medical Corporation
269 Mill Road
Chelmsford, MA 01824
7. TAXES
The Purchase Price includes any and all applicable taxes and fees, including
federal, state and/or local sales or use taxes. Under the City's Direct Payment
Exemption permit number SF EAA 24-089475 DP, City shall self -accrue its Use Tax
obligation to the California State Board of Equalization in the applicable amount within
thirty (30) days of Equipment delivery to the City. If only partial delivery of Equipment is
received, the City will only pay the State Board of Equalization the amount of Use Tax
due on the value of the Equipment delivered.
8. ENTIRE AGREEMENT
This Agreement contains the entire Agreement between the Parties with respect
to all matters herein, and there are no restrictions, promises, warranties, or
undertakings other than those set forth herein or referred to herein. No exceptions,
alternatives, substitutes or revisions are valid or binding on City unless authorized by
City in writing. Electronic acceptance of any additional terms, conditions or
supplemental agreements by any City employee or agent, shall not be valid or binding
on City unless accepted in writing by the Purchase Administrator. The terms of this
Agreement shall supersede any inconsistencies between this Agreement and the
Exhibits hereto.
9. WARRANTY
9.1 Vendor expressly warrants that the Equipment covered by this Agreement
is: 1) free of liens or encumbrances; 2) of merchantable quality and good for the
ordinary purposes for which it is used; and 3) fit for the particular purpose for which it is
intended. Acceptance of this Agreement shall constitute an agreement upon Vendor's
part to indemnify, defend and hold City and its indemnities as identified in Section 15
below, and as more fully described in Section 15, harmless from liability, loss, damage
and expense, including reasonable counsel fees, incurred or sustained by City by
reason of the failure of the Equipment to conform to such warranties, faulty work
performance, negligent or unlawful acts, and non-compliance with any applicable state
or federal codes, ordinances, orders, or statutes, including the Occupational Safety and
Health Act (OSHA) and the California Industrial Safety Act. Such remedies shall be in
addition to any other remedies provided by law.
9.2 Vendor and manufacturer's warranties and certifications are attached
hereto as Exhibit B, and incorporated in full by this reference. The Warranty Period
Zoll Medical Corporation Page 3
shall commence on the date the Equipment is accepted by the City. All warranty repair
work shall be conducted by Vendor.
10. ASSIGNMENT OR SUBCONTRACTING
The terms, covenants, and conditions contained herein shall apply to and bind
the heirs, successors, executors, administrators and assigns of the Parties.
Furthermore, neither the performance of this Agreement nor any portion thereof may be
assigned or subcontracted by Vendor without the express written consent of City. Any
attempt by Vendor to assign or subcontract the performance or any portion thereof of
this Agreement without the express written consent of City shall be invalid and shall
constitute a breach of this Agreement.
11. TERMINATION
11.1 In the event that either Party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that Party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar days after receipt of written notice of default
specifying the nature of such default and the steps necessary to cure such default, or if
more than two (2) calendar days are reasonably required to cure the default and the
defaulting Party fails to give adequate assurance of due performance within two (2)
calendar days after receipt of written notice of default, or thereafter fails to diligently take
steps to cure the default, the non -defaulting Party may terminate the Agreement
forthwith by giving to the defaulting Party written notice thereof. City shall be refunded
all money paid for Equipment not delivered and accepted by City at time of termination
within thirty (30) calendar days. Cause for default shall further be defined as any breach
of this Agreement, any misrepresentation or fraud on the part of the Vendor and/or filing
of any petition in U.S. Bankruptcy Court or entering of Bankruptcy by Vendor.
11.2 Notwithstanding the above provisions, either party shall have the right, at
its sole discretion without cause, of terminating this Agreement at any time by giving
seven (7) calendar days prior written notice to the other party. In the event of
termination under this Section, City shall pay Vendor for services satisfactorily
performed and costs incurred up to the effective date of termination for which Vendor
has not been previously paid. City shall be refunded all money paid for Equipment not
delivered and accepted by City at time of termination within thirty (30) calendar days.
On the effective date of termination, Vendor shall deliver to City all equipment, reports,
documents and other information developed or accumulated in the performance of this
Agreement, whether in draft or final form.
12. CONSENT TO BREACH NOT WAIVER
No term or provision of this Agreement shall be deemed waived and no breach
excused, unless such waiver or consent shall be in writing and signed by the Party
claimed to have waived or consented to such breach. Any consent by any Party to, or
waiver of, a breach by the other, whether express or implied, shall not constitute
consent to, waiver of, or excuse for any other different or subsequent breach.
Zoll Medical Corporation Page 4
13. REMEDIES NOT EXCLUSIVE
The remedies for breach set forth in this Agreement are cumulative as to one (1)
another and as to any other provided by law, rather than exclusive; and the expression
of certain remedies in this Agreement does not preclude resort by either Party to any
other remedies provided by law.
14. PERFORMANCE AND FAITHFUL PERFORMANCE BOND
Vendor shall perform all work under this Agreement, taking necessary steps and
precautions to perform the work to City's satisfaction. Vendor shall be responsible for
the professional quality, technical assurance, timely completion and coordination of all
documentation and other Equipment or services furnished by the Vendor under this
Agreement. Vendor shall perform all work diligently, carefully, and in a good and
workman -like manner; shall furnish all labor, supervision, machinery, equipment,
materials, and supplies necessary therefore; shall at its sole expense obtain and
maintain all permits and licenses required by public authorities, including those of City
required in its governmental capacity, in connection with performance of the work; and,
if permitted to subcontract, shall be fully responsible for all work performed by
subcontractors.
15. INDEMNIFICATION
15.1 To the fullest extent permitted by law, Vendor shall indemnify, defend and
hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, and employees (collectively, the "Indemnified Parties") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, _causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
reasonable attorney's fees, disbursements and court costs) (individually, a Claim;
collectively, "Claims"), which may arise from or in any manner relate (directly or
indirectly) to any work performed or services provided under this Agreement including,
without limitation, defects in workmanship or materials (including the negligent and/or
willful acts, errors and/or omissions of Vendor, its principals, officers, agents,
employees, suppliers, consultants, subcontractors, anyone employed directly or
indirectly by any of them or for whose acts they may be liable or any or all of them).
15.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Vendor to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorneys' fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by the
Vendor.
Zoll Medical Corporation Page 5
16. CHARGES AND LIENS
Vendor shall pay promptly all indebtedness for labor, materials and equipment
used in performance of the work. Vendor shall not permit any lien or charge to attach to
the Equipment, but if any does so attach, Vendor shall promptly procure its release and,
in accordance with the requirements of Section 15 above, indemnify, defend, and hold
City harmless and be responsible for payment of all costs, damages, penalties and
expenses related to or arising from or related thereto.
17. INSURANCE
Without limiting Vendor's indemnification of City, and prior to commencement of
work, Vendor shall maintain in full force during the term of this Agreement the following
insurances and limits not less than those specified: (a) Worker's Compensation and
Employers' Liability complying with any statutory requirements; (b) Comprehensive
General Liability Insurance including a broad form Property Damage endorsement with
a One Million Dollar ($1,000,000) combined single limit each occurrence, Two Million
Dollars ($2,000,000) General Aggregate; (c) Comprehensive Auto Liability (including the
owned, non -owned, and hired automobile hazards) with a One Million Dollar
($1,000,000) combined single limit each occurrence; (d) Contractual Liability with One
Million Dollars ($1,000,000) combined single limit each occurrence. If City so desires,
these limits may be increased or decreased.
18. CHANGE OF OWNERSHIP
Vendor agrees that if there is a change or transfer in ownership of Vendor's
business prior to completion of this Agreement, the new owners shall be required under
terms of sale or other transfer to assume Vendor's duties and obligations contained in
this Agreement and complete them to the satisfaction of City.
19. FORCE MAJEURE
Vendor shall not be assessed with liquidated damages or unsatisfactory
performance penalties during any delay beyond the time named for the performance of
this Agreement caused by any act of God, war, civil disorder, employment strike or
other cause beyond its reasonable control, provided that Vendor gives written notice of
the cause of the delay to City within forty-eight (48) hours of the start of the delay and
Vendor avails itself of any available remedies.
20. CONFIDENTIALITY
Vendor agrees to maintain the confidentiality of all City and City -related records
and information pursuant to all statutory laws relating to privacy and confidentiality that
currently exist or exist at any time during the term of this Agreement. All such records
and information shall be considered confidential and kept confidential by Vendor and
Vendor's staff, agents, employees and subcontractors.
Zoll Medical Corporation Page 6
21. FREIGHT (F.O.B. SHIPPING POINT)
The Purchase Price includes shipment and delivery of Equipment to Vendor.
Vendor assumes full responsibility for all transportation, transportation scheduling,
packing, handling, insurance, and other services associated with delivery of all products
deemed necessary under this Agreement.
22. TERMS AND CONDITIONS
Vendor acknowledges that it has read and agrees to all terms and conditions
included in this Agreement.
23. SIGNATORIES AUTHORITY
Each person executing this Agreement expressly warrants that he or she is
authorized to do so on behalf of the entity for which he or she is executing this
Agreement. The City and Vendor represent and warrant that this Agreement is
executed voluntarily, with full knowledge of its significance.
24. STANDARD PROVISIONS
24.1 Recitals. City and Vendor acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference.
24.2 Compliance with all Laws. Vendor shall at its own cost and expense
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted.
24.3 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the Parties hereto, and all
preliminary negotiations and Agreements of whatsoever kind or nature are merged
herein. No verbal contract or implied covenant shall be held to vary the provisions
herein.
24.4 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Exhibits attached hereto, the terms of
this Agreement shall govern.
24.5 Amendments. This Agreement may be modified or amended only by a
written document executed by both Vendor and City and approved as to form by the
City Attorney.
24.6 Controlling Law and Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California. The California Commercial Code shall be the controlling
law for the terms of this Agreement.
Zoll Medical Corporation Page 7
24.7 Equal Opportunity Employment. Vendor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
24.8 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either Party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
24.9 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
24.10 No Attorneys' Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing Party shall not be entitled to attorneys' fees.
24.11 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
[SIGNATURES ON NEXT PAGE]
Zoll Medical Corporation Page 8
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: / b P %y
By:
Aaro C. Harp CAm I 2 H
City Attorney
ATTEST:
Date:
By: Vu , bw��
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation and
charter city
Date: [O. 30, 1 `E
By: LL�7
Rush N. Hill, II
Mayor
CONTRACTOR: ZOLL MEDICAL
CORPORATION, a Massachusetts
corporation���/�
Date:
By:
John Ber'9er`6W
Vice President & Corporate Treasurer
Vice President, North American Sales
[END OF SIGNATURES]
Attachments: Exhibit A: Item Listing and Pricing for Cardiac Monitors
(Quotation 174123 V:5) and Newport Beach Fire
Department Technical Support & On -Site Service
Exhibit B: Warranty Information
Zoll Medical Corporation Page 9
EXHIBIT A
Item Listing and Pricing for Cardiac Monitors (Quotation 174123 V:5) and Newport
Beach Fire Department Technical Support & On -Site Service
Zoll Medical Corporation Page A-1
ZOLL,
TO: Newport Beach Fire Department
3300 Newport Boulevard
Newport Beach, CA 92663
Attn: Cathy Ord
email: cordAnbfd.net
Tel: 949-844-3385
ZOLL Medical Corporation
Worldwide HeadQuarters
269 Mill Rd
Chelmsford, Massachusetts 01824-4105
(978) 421-9655 Main
(800) 348-9011
(978) 421-0015 Customer Support
FEDERAL ID*: 04-2711626
QUOTATION 174123 V:5
DATE: October 17, 2014
TERMS: Net 30 Days
Foe: Shipping Point
FREIGHT: Free Freight
ITEM
MODELNUMBER
DESCRIPTION
OTY.
UNIT PRICE
DISC PRICE
TOTAL PRICE
1
601-2221010-01
X Series 0 Manuel MorioDdDMMilator $14,995
17
$36,280.00
$23,582.00
$400,894.00
with 4 trace tri -mode display monitor/ defibrillator/
printer, advisory algorithm, advanced communications
package (Wi-Fi, Bluetooth,
USB cellular modem capable) USB data transfer
capable and large 6.5"( 16.5cm) diagonal screen,
full 12 ECG lead view with both dynamic and static
12 -lead mode display.
Ades Included:
• Six (6) foot 3- Lead ECG cable
• MFC cable
• MFC CPR connector
• A/C power adapter/ battery charger
• A/C power cord
• One (1) roll printer paper
• 6.6 Ah U -Ion battery
• Carry case
• Declaration of Conformity
• Operators Manual
• Quick Reference Guide
• One (l) -year EMS warranty
Advanced Options:
ZOLL Nonln"alve Pacing Technology: $2,550
Mashno Pulse Oxhneby
SP02 $1,795
• Signal Extraction Technology (SET)
• Rainbow SET
NIBP Welch Allyn Includes: $3,495
• Smartcuff 10 foot Dual Lumen hose
• SureBP Reusable Adult Medium Cuff
This quote is made subject to ZOLL's standard commercial terms and conditions(ZOLL Ps+ Cs) which^ Page 1 Subtotal
$400,894.00
Incorporate ZOLL T's +C's. Any modification of the ZOLL Ts+ 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.
2. PRICES QUOTEDARE VALID FOR 60 DAYS.
3. APPLICABLE TAX ADDITIONAL.
4. ALL PURCHASE ORDERSARE SUBJECT TO CREDITAPPROVAL BEFORE ACCEPTABLE BY ZOLL.
5. FAX PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT 978421-0015
OR EMAIL TO ESALES@ZOLL.COM.
6. ALL DISCOUNTS OFF LIST PRICEARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS.
7. PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com
Page 1
Catherine Prophet
Sr. EMS Account Executive
949-436-4369
ZOLL
TO: Newport Beach Fire Department
3300 Newport Boulevard
Newport Beach, CA 92663
Attn: Cathy Ord
email: cord(Mnbfd.net
Tel: 949-6443385
ZOLL Medical Corporation
Worldwide HeadQuarters
269 Mill Rd
Chelmsford, Massachusetts 01824-4105
(978) 421-9655 Main
(800) 348-9011
(978) 421-0015 Customer Support
FEDERAL IDt: 04-2711626
QUOTATION 174123 V:5
DATE: October 17, 2014
TERMS: Net 30 Days
FOS: Shipping Point
FREIGHT: Free Freight
ITEM
MODELNUMBER
DESCRIPTION
QTY.
UNIT PRICE
DISC PRICE
TOTAL PRICE
End Tidal Carbon Dic" monitoring (ETCO2)
Oddlon Mkrosaesm Technology: $4,995
Order required Microstream tubing sets separately
Interpretative 12- Lead ECG: $8,450
- 12 -Lead ons step ECG cable includes 4- Lead
limb lead Cable and
removable precordial 6- Lead set
2
8000-0330
SpO2 Rainbow Reusable Pallem Cable: Connects to
17
$295.00
$191.75
$3,259.75
I.NCS Single Use and Reusable Sensors (4 ft)
3
8000-0294
Sp02 LNCS Adult Reusable Sensor(teach)
17
$295.00
$191.75
$3,259.75
4
8000.0580-01
Sbt hour rechargeable Smart be"
34
$495.00
$321.75
$10,939.50
5
8300-0251-01
Sunt` r ChargerAdapter
34
$97.00
$63.05
$2,143.70
6
Estimated Sales Tax 8%
$33,639.74
7
8778-100011
1Yea r On- Site Service at Time of Sale
17
$1,145.00
$1,145.00
$19,465.00
This quote Is made subject to ZOLL's standard commercial terms and conditions (ZOLL Ts+Cs) which pane 2 Subtotal
$473,601.44
o.........,..s ...-y__.... ...., r_....__�_..__._...__.._..
Incorporate ZOLL T's+ C's. Any modification of the ZOLL T's +We 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 of referenced by either documenL
1. DELIVERY WILL BE MADE 60-90 DAYS AFTER RECEIPT OF ACCEPTED PURCHASE ORDER.
2. PRICES QUOTED ARE VALID FOR 60 DAYS.
3. APPLICABLE TAXADDITIONAL.
4. ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTABLE BY ZOLL.
5. FAX PURCHASE ORDERAND QUOTATION TO ZOLL CUSTOMER SUPPORT AT 979421-0015
OR EMAIL TO ESALES@ZOLL.COM.
6. ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS.
7. PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com
Page 2
Catherine Prophet
Sr. EMS Account Executive
949-436.4369
ZOLL
TO: Newport Beach Fire Department
3300 Newport Boulevard
Newport Beach, CA 92663
Attn: Cathy Ord
email: eord(&.nbfd.net
Tel: 949-644-3385
ZOLL Medical Corporation
Worldwide HeadQuarters
269 Mill Rd
Chelmsford, Massachusetts 01824-4105
(978) 421-9655 Main
(800)348-9011
(978) 421-0015 Customer Support
FEDERAL ID#: 04-2711626
QUOTATION 174123 V:6
DATE: October 17, 2014
TERMS: Net 30 Days
FOB: Shipping Point
FREIGHT: Free Freight
acw,,,Va,ryu„ayw�a.n��>Y..........vv..._.\...., ......._-....__r-..-_.-.... � ..... .. ............
Incorporate ZOLL Tb+CIS. 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
2. PRICES QUOTEDARE VALID FOR 60 DAYS.
3. APPLICABLE TAX ADDITIONAL.
4. ALL PURCHASE ORDERS ARE SUBJECT TO CREDITAPPROVAL BEFORE ACCEPTABLE BY ZOLL
5. FAX PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT 978-421-0015
OR EMAIL TO ESALES@ZOLL.COM.
6. ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS.
7. PLACE YOU RACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.conl
Page 3
Catherine Prophet
Sr. EMS Account Executive
949-436-4369
DESCRIPTION
QTY.
UNITPRICE
DISC PRICE
TOTAL PRICE
ITEM
MODELNUMBER
8
8778_0114
1Year, l Preventative Maintenance (at time of equipment
17
$230.00
$230.00
$3,910.00
sale)
9
5001-9928
ZOLLE Series w/Padng, 12 lead +3 parameters or
8
($8,500.00)
($68,000.00)
mrr Trade -In
'Reflects Discount Pricing.'
—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.
'I
his quote is valid for 60 days; however, ZOLL will
gi
iarantee the unit pricing on this quote for a period of (2
years)
from date of purchase against this quote. Trade In
values
a quaranteed only through 12131/2014"
This quote is made subject to ZOLL's standard commercial terms and conditions (ZOLL T's + CIS) which TOTAL
1 $409,511.44
acw,,,Va,ryu„ayw�a.n��>Y..........vv..._.\...., ......._-....__r-..-_.-.... � ..... .. ............
Incorporate ZOLL Tb+CIS. 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
2. PRICES QUOTEDARE VALID FOR 60 DAYS.
3. APPLICABLE TAX ADDITIONAL.
4. ALL PURCHASE ORDERS ARE SUBJECT TO CREDITAPPROVAL BEFORE ACCEPTABLE BY ZOLL
5. FAX PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT 978-421-0015
OR EMAIL TO ESALES@ZOLL.COM.
6. ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS.
7. PLACE YOU RACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.conl
Page 3
Catherine Prophet
Sr. EMS Account Executive
949-436-4369
ZOLL Medical Corporation provides technical assistance through our Technical Support
Department. Should the ZOLL equipment require service, contact the Technical Support
Department directly.
Technical Support Hours of Coverage
Technical Support is available to all ZOLL Customers free of charge through our Technical Support
Help Desk by calling 1- 800-348-9011, Monday through Friday from 8:30 AM to 6:00 PM
EST.
The Technical Support Representative will require the following pertinent information to open a
Service Request:
• Unit Serial Number
• Description of the complaint
• Department where the equipment is being used
• Patient information if applicable
• ECG strips if available
• Purchase Order number if the device is out of warranty
This information will assist us in performing a full evaluation when the product is received at our
Depot. You will be given an RMA number to track the return of your product.
Emergency Service
Outside the coverage identified above, Technical Support is available to all ZOLL Customers on an
emergency basis 7 days a week. Emergency Support is available by calling 1-800-348-9011.
On -Site Service
ZOLL On -Site is specifically designed for customers that require an on-site service plan. In
addition to our standard free service, ZOLL On -Site provides the expertise of our factory trained
ZOLL Reid Support Technicians.
Terms
Within 48 hours of contact to Technical Support, a Field Support Representative will be on-site
during normal business hours to respond to the customer's needs.
If the On -Site contract covers multiple devices, located in multiple stations, you must provide one
or two primary centrally located stations. In the event of a device problem, the device should be
made available to the ZOLL Field Support Technician during the scheduled on-site visit at one of
the two centrally located stations.
A primary and back-up contact must be provided to the ZOLL Field Support Technician for all
communication.
Only closed box repairs can be completed on-site (i.e. software updates, software reloading,
handle replacement, external cable replacement).
Updated: 10/15/2014
Technical Support Help Desk will dispatch a service loaner to your facility. A Service Loaner is
available at no charge during the repair analysis process and is shipped to arrive before 10 AM
the next business day.
Service Provided by On -Site Service
The following services will be provided by a ZOLL field technician during the scheduled on-site
visit:
• Troubleshoot device(s) and/or accessories under contract.
• Place calls with the Technical Support Help Desk to open Service Requests and obtain a
Return Authorization Number for devices requiring ZOLL Depot repair/evaluation.
• Coordinate service loaner deployments with ZOLUs Technical Support Help Desk.
• Functionally test and assist in the deployment of service loaners or customer devices,
including:
o loading custom device configurations;
o attaching carrying cases/ bags;
o attaching mounting brackets;
o connecting accessories; and
o establishing communications (pairing BT, Wi-F, etc...).
• Perform authorized on-site device repairs.
• Package (or un -package) service loaners and customer units under contract for shipment
to (or returned from) ZOLL.
• Provide answers or guidance to assure that any issues or questions you or your staff may
have are addressed.
• Provide product training as required.
• Perform device software updates with the permission of the customer.
• Review battery chargers and battery management. Cycle batteries as required.
Depot Repairs
Repairs are performed in the Service Depot located at ZOLL Corporate in Chelmsford, MA.
ZOLL Service Technicians are highly skilled individuals that are trained in accordance with the
Technical Service Standard Operating Procedures. Training is required to be completed prior to
evaluating and repairing any device. Technicians are also required to be trained on any updates
to these procedures as they occur.
Training requirements, procedures and records are retained electronically in the ZOLL Training
System (ZTS) database. ZOLL is committed to providing the highest level of quality in the
servicing of all ZOLL products.
Updated: 10/1512014
All repaired products go through an integral recertification process prior to being returned to you.
This includes devices that undergo a repair or an evaluation which determines that a repair is not
required, as the evaluation may include disassembly of the product. This process recertifies your
device for clinical use.
On -Site Service for Preventive Maintenance (Purchased separately)
The Preventive Maintenance inspection of ZOLL manufactured devices must be purchased
separately from the On -Site Service program. ZOLL recommends that Preventive Maintenance be
performed on most devices (refer to the devices Operator's Manual). A Preventive Maintenance
program through ZOLL verifies that your ZOLL Defibrillators are operating to specification.
Should the Preventive Maintenance service be purchased, a ZOLL factory trained PM and
Deployment Technician will be scheduled to provide annual on-site preventive maintenance at
one or two centrally located stations. A primary and back-up PM contact must be provided to the
ZOLL Feld Support Technician for all communication and scheduling. ZOLL will work with a PM
Contact provided to coordinate the Preventive Maintenance.
Updated: 10/1512014
EXHIBIT B
WARRANTY AND SERVICE INFORMATION
EMS ONE YEAR PRODUCT LIMITED WARRANTY
ZOLL Medical Corporation (ZOLL) warrants to the Customer that from the date of
shipment from ZOLL's facility, the equipment (constituting the Defibrillators and Battery
Chargers) will be free from defects in material and workmanship under normal use and
service for the period of one (1) year from the date of shipment. The Factory Warranty
covers all parts, labor, shipping and insurance costs for the repair of the equipment. A
Service Loaner is provided at no charge for use during the repair.
During such one-year period ZOLL will, at no charge to the Customer, either repair or
replace (at ZOLL's sole option) any part of the equipment found to be defective in material
or workmanship. If ZOLL's inspection detects no defects in material or workmanship,
ZOLL's regular service charges shall apply.
Accessories (constituting the cables, paddles, Sp02 sensors, single battery chargers and
electrodes) shall be warranted for 90 days from date of shipment. During such period
ZOLL will, at no charge to the Customer, either repair or replace (at ZOLL's sole option)
any part of the accessories found by ZOLL to be defective in material or workmanship. If
ZOLL's inspection detects no defects in material or workmanship; ZOLL's regular service
charges shall apply.
ZOLL shall not be responsible for any equipment defect, the failure of the equipment to
perform any specified function, or any other nonconformance of the equipment, caused by
or attributable to: (i) any modification of the equipment by the Customer, unless such
modification is made with the prior written approval of ZOLL; (ii) the use of the equipment
with any associated or complementary equipment, accessory or software not supplied by
ZOLL(iii) any misuse or abuse of the equipment; (iv) exposure of the equipment to
conditions beyond the environmental, power or operating constraints specified by ZOLL; or
(v) installation or wiring of the equipment other than in accordance with ZOLL's
instructions.
This warranty does not cover items subject to normal wear and burnout during use,
including but not limited to lamps, fuses, batteries, patient cables and accessories.
The foregoing warranty does not apply to software included as part of the equipment
(including software embodied in read-only memory, known as "firmware").
THE WARRANTY SET FORTH HEREIN IS EXCLUSIVE AND ZOLL EXPRESSLY
DISCLAIMS ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL, IMPLIED, OR
STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OR
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Zoll Medical Corporation Page B-1