HomeMy WebLinkAboutFD Cardiac Monitor-Difibrillators; 2015c,Tr of Agenda Item No: 3.1
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Meeting Date: March 16, 2015
SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: Fire
Prepared by: Danielle Ferrigno, Management Analyst City Manager Approval:
SUBJECT: RESOLUTION AUTHORIZING THE PURCHASE OF THREE (3) CARDIAC
MONITOR/DEFIBRILLATORS THROUGH A COOPERATIVE PURCHASING AGREEMENT
WITH ZOLL MEDICAL CORPORATION, AT A PRICE NOT TO EXCEED $99,000
RECOMMENDATION: Adopt Resolution.
BACKGROUND: Recent enhancements in the Marin County Emergency Medical Services (EMS)
policies and procedures have included changes that make the use of a 12 -lead electrocardiogram (EKG)
necessary to give certain medications and determine the proper destination for patients. Currently, the
San Rafael Fire Department's three (3) ambulances use Zoll E -Series cardiac monitor/defibrillators,
which are capable of acquiring a 12 -lead EKG.
The E -Series monitor/defibrillators were purchased in 2006 and are now well beyond the end of their five
to seven year lifecycle and due for replacement. However, the Departments engines and trucks are
outfitted with an even older model of cardiac monitor/defibrillators, the Zoll M -Series (15 years old),
which does not have the 12 -lead EKG capability at all. When these monitor/defibrillators were
purchased this type of treatment was in its infancy and therefore, was not an absolute necessity in the
management of patients in the field.
Now, however, the use of 12 -lead EKG has become commonplace in EMS systems across both the
region and the state, and the need has arisen for all units to be capable of completing this type of
treatment. Recognizing the need for new devices, Fire Department staff has been pursuing a variety of
options to upgrade the department's inventory of cardiac monitor/defibrillators over the past two years.
These efforts have included pursuing grants and donation opportunities.
ANALYSIS: Staff proposes to trade in the Zoll M -Series models currently used on three (3) of the
Department's apparatuses, replacing them with the three Zoll E -Series models on the City's ambulances
temporarily while the Department continues with its plans to upgrade the cardiac monitor/defibrillators in
the following year. The Department would purchase three (3) new Zoll X -Series monitor/defibrillators
for use on the ambulances.
The decision to start the necessary upgrade at this time is due to the increase in maintenance and
reliability issues caused by the age of the units. Additionally, the purchase of the Zoll X -series cardiac
monitor/defibrillator is available at a favorable price through a cooperative purchasing agreement that
FOR CITY CLERK ONLY
File No.: q-3 -S /
Council Meeting: 3 ® -
would allow the City of San Rafael to "piggy -back" on an existing competitively awarded contract with
Zoll Medical Corporation, contract # VH 11129, awarded by the League of Oregon Cities (LOC), in
conjunction with National Purchasing Partners LLC (NPP). Staff recommends purchase of the new
cardiac monitor/defibrillators through this cooperative purchasing program. Section 2.55.260 of the San
Rafael Municipal Code authorizes purchases under a cooperative purchasing program such as this
without a separate competitive bidding process.
In addition to the favorable pricing, the net cost is further reduced by a trade-in credit of $3,000, for each
of the three units being retired.
FISCAL IMPACT:
The department is proposing to purchase a total of three (3) defibrillators at a cost of 98,977.50, net of
trade-in credits. The Fire Department has accumulated sufficient funds in Fund 206, the Fire Equipment
Replacement Fund to support this purchase.
OPTIONS:
1. The City Council may choose to adopt the proposed resolution.
2. The City Council may choose to reject the proposed resolution.
3. The City Council may direct staff to take other steps, prior to pursuing the purchase of this
equipment.
ACTIONS REQUIRED: Staff recommends that the City Council adopt the resolution.
ATTACHMENTS:
1. Resolution
2. Zoll Medical Corporation Quote
RESOLUTION NO. 13891
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING
THE PURCHASE OF THREE (3) CARDIAC MONITOR/DEFIBRILLATORS THROUGH A
COOPERATIVE PURCHASING AGREEMENT WITH ZOLL MEDICAL CORPORATION, AT
A PRICE NOT TO EXCEED $99,000
WHEREAS, in 2014, the San Rafael Fire Department responded to over 7,500 calls for service,
of which over half (70%) were Emergency Medical Service (EMS) incidents; and
WHEREAS, cardiac monitor/defibrillators are used on every EMS response, often in harsh
environments, and as a result these devices should be replaced every five to seven years; and
WHEREAS, the Fire Department's Zoll model M -Series and Zoll model E -Series cardiac
monitors/defibrillators are due for replacement, and Staff has recommended they be replaced with
upgraded models that provide a bevy of improved features such as improved data collection, enhanced
technology for collecting and migrating vital signs into electronic patient reports, and on -board CPR
feedback that will assist the San Rafael Fire Department in improving the standard of care offered within
its operating area; and
WHEREAS, at this time Staff is recommending the purchase of three (3) replacement cardiac
monitors/defibrillators from vendor Zoll Medical Corporation, by "piggybacking" onto a competitively
awarded bid from the League of Oregon Cities through the National Purchasing Partners Cooperative
Purchasing Program. Section 2.55.260 of the San Rafael Municipal Code authorizes purchases through
such a cooperative purchasing agreement without conducting a competitive bidding process; and
WHEREAS, there are sufficient funds available in the Fire Equipment Replacement fund to
support the proposed purchase.
NOW, THEREFORE, BE IT RESOLVED that the City Council does hereby authorize the
purchase of up to three (3) cardiac monitor/defibrillators from Zoll Medical Corporation, through a
cooperative purchasing agreement procured by the League of Oregon Cities through a competitive
bidding process, in a total amount not to exceed $99,000.
BE IT FURTHER RESOLVED that funds for this purchase will be appropriated from the Fire
Equipment Replacement Fund.
I, ESTHER C. BEIRNE, Clerk of the City of San Rafael, hereby certify that the foregoing
Resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of said
City held the 16`h day of March, 2015, by the following vote, to wit:
AYES: COUNCILMEMBERS: Colin, Gamblin, McCullough & Mayor Phillips
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: Bushey
ESTHER C. BEIRNE, City Clerk
TO: San Rafael Fire Department
1039 C Street
San Rafael, CA 94901
Attn: Jeff Rowan, Batallion Chief
!mail: ieff.rowan(Mcitvofsanrafaei.org
Tel: 415-485-3144
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 172106 V:7
DATE: January 30, 2015
TERMS: Net 30 Days
FOB: Shipping Point
FREIGHT: Prepay and Add
ITEM
MODEL NUMBER
DESCRIPTION
CITY.
UNIT PRICE
DISC PRICE
TOTAL PRICE
1
6 01 - 2 2 31 01 1 - 0 1
X Series ® Manual Monitor/Detibrillator $14,995
3
$40,020.00
$30,815.40
$92,446.20
with 4 trace tri -mode display monitor/ defibrillator/
printer,
comes with Real CPR Help@), 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.
Accessories 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 Li -ion battery
• Carry case
• Declaration of Conformity
• Operator's Manual
• Quick Reference Guide
• One (1) -year EMS warranty
Advanced Options:
Real CPR Help Expansion Pack $995
CPR Dashboard quantitive depth and rate in real
time, release indicator, interruption
timer, perfusion performance indicator (PPI)
• See - Thru CPR artifact filtering
ZOLL Noninvasive Pacing Technology: $2,550
Masimo Pulse Oximetry
'his quote Is made subject to ZOLL's standard commercial terms and conditions (ZOLL T's + C's) which page 1 Subtotal
iccomoany this quote. Any nurehase order (P-C)_I Issued in response to this quotation will he deemed to
$92,446 gn
ncorporate ZOLL T's + C's. Any modification of the ZOLL T's + C's must be set forth or referenced In the
:ustomer's P.O. No commercial terms or conditions shall apply to the sale of goods or services governed
ly 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 QUOTED ARE VALID UNTIL FEBRUARY 15, 2015.
3. APPLICABLE TAX, SHIPPING & HANDLING WILL BE ADDED AT THE TIME OF INVOICING.
4. ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL 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 YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com.
Stephen Grant
EMS Territory Manager
415-971-7142
TO: San Rafael Fire Department
1039 C Street
San Rafael, CA 94901
Attn: Jeff Rowan, Batallion Chief
!mail: ieff.rowanCo)citvofsanrafael.org
Tel: 415-485-3144
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#:042711626
QUOTATION 172106 V.7
DATE: January 30, 2015
TERMS: Net 30 Days
FOB: Shipping Point
FREIGHT: Prepay and Add
ITEM
MODEL NUMBER
DESCRIPTION
CITY.
UNIT PRICE
DISC PRICE
TOTAL PRICE
SP02 & SpCO $4,540
• Signal Extraction Technology (SET)
• Rainbow SET( for SpCO & SpMet)
NIBP Welch Allyn includes: $3495
• Smartcuff 10 foot Dual Lumen hose
• SureBP Reusable Adult Medium Cuff
End Tidal Carbon Dioxide monitoring (ETCO2)
$4,995
Oridion Microstream Technology -
Order required Microstream tubing sets separately
Interpretative 12- Lead ECG: $8,450
• 12 -Lead one step ECG cable- includes 4- Lead
limb lead cable and
removable precordial 6- Lead set
2
8000-0341
SpO2/SpC0/SpMet Rainbow Resuable Patient Cable:
3
$225.00
$173.25
$519.75 "
Connects to Single Use Sensors (4 ft)
3
8000-000371
SpO2/SpC0/SpMet Rainbow DCI Adult Reusable
3
$495.00
$381.15
$1,143.45
SPm- r with connector (3 ft)
4
8000-0580-01
Six hour rechargeable Smart battery
6
$495.00
$381.15
$2,286.90
5
8300-0250-01
SurePower Charger Adapter
6
$97.00
$74.69
$448.14 "
'his quote is made subject to ZOLL's standard commercial terms and conditions (ZOLL T's + C's) which Page 2 Subtotal$96
844.44
iccomaanv this quote. Anv purchase order (P.O.) Issued In response to this auotation will be deemed to
ncorporate ZOLL T's + C's. Any modification of the ZOLL T's + C's must be set forth or referenced In the
:ustomer's P.O. No commercial terms or conditions shall apply to the sale of goods or services governed
)y 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 QUOTED ARE VALID UNTIL FEBRUARY 15. 2015.
3. APPLICABLE TAX, SHIPPING & HANDLING WILL BE ADDED AT THE TIME OF INVOICING.
4. ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL 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 YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zolUwebstore.com.
Stephen Grant
EMS Territory Manager
415-971-7142
TO: San Rafael Fire Department
1039 C Street
San Rafael, CA 94901
Attn: Jeff Rowan, Batallion Chief
!mail: ieff.rowan(a)citvofsanrafael.ora
Tel: 415-4853144
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 172106 V:7
DATE: January 30, 2015
TERMS: Net 30 Days
FOB: Shipping Point
FREIGHT: Prepay and Add
ITEM
MODEL NUMBER
DESCRIPTION
QTY.
UNIT PRICE
DISC PRICE
TOTAL PRICE
6
8900-0400
CPR stat•padz HVP Multi -Function CPR Electrodes - 8
1
$560.00
$431.20
$431.20 '
pair/case
7
8000-000472-01
Mull- Tech Cell Modem IGt, CDMA, Verizon, US
3
$595.00
$446.25
$1,338.75
8
8 7 0 0 - 0 7 3 0 - 01
AutoPulse® System with Pass Thru - Generates
1
$10,995.00
No Charge
No Charge
consistent and uninterrupted chest compressions, offering
improved blood flow during cardiac arrest Includes
Backboard, User Guide, Quick Reference Guide, Shoulder
Restraints, Backboard Cable Ties, Head Immobilizer, Grip
Strips, In-service Training DVD, and one year warranty.
9
8700-0752-01
AutoPulse® Li -Ion Battery - for use with the AutoPulse
3
$825.00
No Charge
No Charge
Platform.
10
8700-000758- 01
AutoPulse® Soft Carry Case - with battery pocket
1
$395.00
No Charge
No Charge
11
8 7 0 0 - 0 7 5 3 - 01
AutoPulse SurePower Charger, U.S.
1
$1,795.00
No Charge
No Charge
Charges and automatically conditions two (2) NiMH or
Li -Ion batteries
and automactically verifies battery charge level.
Includes User Guide and U.S Power Cord.
Standard one (1) year warranty
12
8 7 0 0 - 0 71 2 - 0 1
AutoPulse® Soft Stretcher - Extrication stretcher suitable
1
$129.00
No Charge
No Charge
to move patient while AutoPulse is deployed.
'his quote Is made subject to ZOLL's standard commercial terms and conditions (ZOLL T's + C's) which page 3 Subtotal
iccomoanv this nuetn. Anv nurrhase order (P O_I Issued In resnonse to this ouotatinn will he deemed to
$98614-39
'
ncorporate ZOLL T's + C's. Any modification of the ZOLL T's + C's must be set forth or referenced In the
:ustomer's P.O. No commercial terms or conditions shall apply to the sale of goods or services governed
)y 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 QUOTED ARE VALID UNTIL FEBRUARY 15, 2015.
3. APPLICABLE TAX, SHIPPING & HANDLING WILL BE ADDED AT THE TIME OF INVOICING,
4. ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL 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 YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com,
Stephen Grant
EMS Territory Manager
415-971-7142
TO: San Rafael Fire Department
1039 C Street
San Rafael, CA 94901
Attn: Jeff Rowan, Batallion Chief
!mail: jeff.rowanC�citvofsanrafael.ora
Tel: 415-485-3144
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 172106 V:7
DATE: January 30, 2015
TERMS: Net 30 Days
FOB: Shipping Point
FREIGHT: Prepay and Add
ITEM
MODEL NUMBER
DESCRIPTION
QTY.
UNIT PRICE
DISC PRICE
TOTAL PRICE
13
8 7 0 0 - 0 7 0 6 - 01
LifeBand® 3 pack - Single -use chest compression band.
1
$375.00
No Charge
No Charge
(3 pPr package)
14
Estimated Tax..925'%
$9,163.11
15
Estimated FreighL..
$200.00
16
4001-9930
ZOLL M -Series Biphasic w/Padng + 3 parameters
3
($3,000.00)
($9,000.00) *"
pn%41des CCT) 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.
'his quote is made subject to ZOLL's standard commercial terms and conditions(ZOLL T's +C's) which TOTAL
$98,977.50
iccomoanv this quote. Anv Durchase order (P.O.) Issued in response to this auotation will be deemed to
ncorporate ZOLL T's + C's. Any modification of the ZOLL T's + C's must be set forth or referenced In the
:ustomer's P.O. No commercial terms or conditions shall apply to the sale of goods or services governed
>y this quote and the customer's RO 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 QUOTED ARE VALID UNTIL FEBRUARY 15. 2015.
3. APPLICABLE TAX, SHIPPING & HANDLING WILL BE ADDED AT THE TIME OF INVOICING.
4. ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL 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 YOUR ACCESSORY ORDERS ONLINE BY VISITING Www.zolUwebstoue.com
Stephen Grant
EMS Territory Manager
415-971-7142
1. ACCEPTANCE. This Quotat on constitutes an offer by ZOLL Medical Corporation to sell to the
Customer the equipment (including a license to use certain software) listed in this Quotation and
described in the specifications either attached to or referred to in this Quotation (hereinafter referred to
as Equipment) Any acceptance of such offer is expressly limited to the terms of this Quotation, including
these General Terms and Condit ons Acceptance shall be so limited to this Quotation notwithstanding (i)
any conflicting 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
of any purchase order, specification, or other document issued by the Customer Any such document
shall be wholly inapplicable to any sale made pursuant to this Quotation, and shall not be binding in any
way on ZOLL Medical Corporation
Acceptance of this Quotation by the Customer shall create an agreement between ZOLL Medical
Corporation and the Customer (hereinafter referred to as the "Contract" the terms and conditions of
which are expressly limited to the provisions of this Quotaton including these Terms and Conditions No
waiver change or modification of any of the provisions of this Quotation or the Contract shall be binding
an ZOLL Medical Corporation unless such waiver change or modification (i) is made in writing (ii)
expressly stales that t is a waiver, change or modification of this Quotation or the Contract and (iii) rs
signed by an authorized representative of ZOLL Medical Corporation.
2. DELIVERY AND RISK OF LOSS. Unless otherwise staled, all deliveries shall be F 0 B ZOLL
Med cal Corporation's facil'ty Risk of loss or damage to the Equipment shall pass to the Customer upon
delivery of the Equipment to the carrier
3. TERMS OF PAYMENT. Unless otherwise stated in its Quotation payment by Customer is due thirty
(30) days after the ship date appearing an ZOLL Medical Corporation invoice. Any amounts payable
hereunder which remain unpaid after the dale shall be subject to a late charge equal to 1 5% per month
from the due date until such amount is paid
4. CREDIT APPROVAL. Ali shipments and deliveries sha] 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
shipment or delivery except upon receipt of payment or security or upon terms regarding credit or
security satisfactory to ZOLL Medical Corporation
5. TAXES & FEES. The pricing quoted in its Quotation do not include sales use, excise, or other sirmar
taxes or any duties or customs charges, or any order processing fees The Customer sha] pay in
addition for the prices quoted the amount of any present or future sales, excise or other similar lax or
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
apply from time to time. In lieu thereof the Customer may provide ZOLL Medical Corporation with a lax
exemption certificate acceptable to the taxing authorities
6. WARRANTY. (a,- ZOLL Medical Corporation warrants to the Customer that from the earlier of the date
of installation or thirty (30) days after the date of shipment from ZOLL Medical Corporation s facility, the
Equipment (other than accessories and electrodes) will be free from defects in mater aS and workmanship
under normal use and service for the period noted an the reverse side Accessories and electrodes sha 1
be warranted for n'nety (90,) days from the date of shipment During such period ZOLL Medical
Corporation will at no charge to the Customer either repair or replace (at ZOLL Medcal Corporation's
sole option) any part of the Equipment found by ZOLL Medical Corporation to be defective in materia` or
workmanship. If ZOLL Medical Corporation's inspection detects no defects in material or workmanship
ZOLL Medical Corporation's regular service charges shall apply (b) ZOLL Medical Corporation shall not
be responsible for any Equipment defect 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
Medica', Corporation: (li) the use of the Equipment with any associated or complementary equipment
accessory or software not specified by ZOLL Medical Corporation, or (iii) any misuse or abuse of the
Equipment: (v) exposure of the Equipment to conditions beyond the environmental, power or operating
constranls specified by ZOLL Medical Corporation, or (v) installation or wiring of the Equipment other
than in accordance with ZOLL Medical Corporation's instructions. (c) Warranty does not cover items
subject to normal wear and burnout during use including but not limited to lamps, fuses batteries, cables
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
warranty constitutes the exclusive remedy of the Customer and the exclusive liability of ZOLL Medical
Corporation for any breach of any warranty related to the Equipment supplied hereunder. THE
WARRANTY SET FORTH HEREIN IS EXCLUSIVE AND ZOLL MEDICAL CORPORATION
EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL, IMPLIED, OR
STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE
7. SOFTWARE LICENSE. (a) All software (the "Software' which term shall include firmware) included as
part of the Equipment is licensed to Customer pursuant to a nonexclusive limited license on the terms
hereinafter set forth (b) Customer may not copy, distribute modify, translate or adapt the Software, and
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, Qc) All
rights in the Software remain the product of ZOLL Medical Corporation, and Customer shall have no right
or interest therein except as expressly provided herein (d) Customer's right to use the Software may be
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
the Equipment and may not retain any copes of the Software following such transfer lf) ZOLL Medical
Corporation warrants that the read-only memory or other media on which the Software is recorded will be
free from defects in materials and workmanship for the penod and on terms set forth in section 6 (g)
Customer understands that the Software is a complex and sophisticated software product and no
assurance can be given that operation of the Software will be uninterrupted or error free or that the
Software will meet Customers requirements. Except as set forth in section 7%0, ZOLL MEDICAL
CORPORATION MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE
SOFTWARE AND IN PARTICULAR DISCLAIMS ANY IMPLIED WARRANTIES OR
MERCHANTABILITY OR FITNESS OF A PARTICULAR PURPOSE WITH RESPECT THERETO
Customer's exclusive remedy for any breach of warranty or defect relating to the Software shall be the
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.
8. DELAYS IN DELIVERY. ZOLL Medical Corporation shall not be liab'e for any delay in the delivery of
any part of the Equipment if such delay is due to any cause beyond the control of the ZOLL Medical
Corporation including, but not limited to acts of God fires, epidemics, fbaods, riots, wars, sabotage, labor
disputes., governmental actionsinability to obtain materials, components, manufacturing facilities or
transportation or any other cause beyond the control of ZOLL Medical Corporation. In addition ZOLL
Medical Corporation shall not be liable for any delay in delivery caused by failure of the Customer to
provide any necessary information in a timely manner In the event of any such delay, the date of
shipment or performance hereunder steal be extended to the period equal to the time last by reason of
such delay In the event of such delay ZOLL Medical Corporation may a4ccate available Equipment
among its Customers on any reasonable and equitable basis. The delivery dates set forth in this
Quotation are approximate only and ZOLL Medical Corporation shall not be liable for or shall the
Contract be breached by, any delivery by ZOLL Medical Corporation within a reasonable time after such
dates
9. LIMITATIONS OF LIABILITY. IN NO EVENT SHALL ZOLL MEDICAL CORPORATION BE LIABLE
FOR INDIRECT SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ZOLL MEDICAL
CORPORATIONS PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO THIS QUOTATION
OR THE CONTRACT OR THE FURNISHING PERFORMANCE, OR USE OF ANY EQUIPMENT OR
SOFTWARE SOLD HERETO, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF
WARRANTY THE NEGLIGENCE OF ZOLL MEDICAL CORPORATION OR OTHERWISE
10. PATENT INDEMNITY. ZOLL Medica' Corporation shall at its own expense defend any suit that may
be instituted against the Customer for alleged infringement of any United States patents or copyrights
related to the parts of the Equipment or the Software manufactured by 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 ( i) the Customer gives ZOLL
Medical Corporation immediate notice in writing of any such sunt and permits ZOLL Medical Corporation
through counsel of its choice, to answer the charge of infringement and defend such suit, and (iii) the
Customer gives ZOLL Medical Corporation all requested information, assistance and authority at ZOLL
Medical Corporation's expense, to enable ZOLL Medical Corporation to defend such suit
In the case of a final award of damages for infringement in any such suit, ZOLL Medical Corporation w
pay such award, but it shall not be responsible for any settlement made without its written consent.
Section 10 states ZOLL Medical Corporation's total responsibility and I:'ability's, and the Customer's sole
remedy for any actual or alleged infringement of any patent by the Equipment or the Software or any part
thereof provided hereunder. In no event sha] ZOLL Medical Corporation be liable for any indirect.
special, or consequental damages resulting from any such infringement
11. CLAIMS FOR SHORTAGE. Each shipment of Equipment shall be promptly examined by the
Customer upon receipt thereof. The Customer shall inform ZOLL Medscal Corporation of any shortage n
any shipment within ten (10) days of receipt of Equipment. If no such shortage is reported within ten (11 O)
day period, the shipment shall be conclusively deemed to have been complete.
12. RETURNS AND CANCELLATION. (a) The Customer shall obtain authorization from ZOLL Medical
Corporation prior to returning any of the Equipment. (b) The Customer receives authorization from ZOLL
Med cal Corporation to return a product for credit, the Customer shall be subject to a restocking charge
of twenty percent (20%) of the orginal list purchase price, but not less than $50 00 per product (c) Any
such change in delivery caused by the Customer that causes a delivery date greater than six (6) months
from the Customers original order date shat constitute a new order for the affected Equipment n
determireng the appropriate list price.
13. APPLICABLE LAW. Th s Quotation and the Contract shall be governed by the substantive laws of
the Commonwealth of Massachusetts without regard to any choice of law provisions thereof
14. COMPLIANCE WITH LAWS. (aIi ZOLL Medical Corporation represents that all goods and services
delivered pursuant to the Contract will be produced and supplied in comp3iance with all applicable slate
and federal laws and regulations, including the requirements of the Fair Labor Standards Act of 1938 as
amended Qb) The Customer shall be respons'ble for compliance with any federal, state and local laws
and regulations applicable to the installation or use of the Equipment furnished hereunder, and will obtain
any permits required for such installation and use.
15. NON -WAIVER OF DEFAULT. In the event of any default by the Customer, ZOLL Medca
Corporation may decline to make further shipments or render any further warranty or other services
without n any way affecting its right under such order If despite any default by Customer, ZOLL Medical
Corporation elects to continue to make shipments its act`on shall not constitute a waiver of any default by
the Customer or in any way affect ZOLL Medical Corporation's legal remedies regarding any such
default No claim or right arising out of a breach of the Agreement by the Customer can be discharged n
whole or m part by waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by ZOLL Medical Corporation
16. ASSIGNMENT. This Quotation, and the Contract, may not be assigned by the Customer without the
prior written consent of ZOLL Medical Corporation, and any assignment without such consent shall be
null and void
17. TITLE TO PRODUCTS. Title to right of possession of the products so'd hereunder shall remain with
ZOLL Medical Corporation untie ZOLL Medica`, Corporation delivers the Equipment to the carrier and
agrees to do all acts necessary to perfect and maintain such right and title in ZOLL Medical Corporation
Failure of the Customer to pay the purchase price for any product when due shall give ZOLL Medical
Corporation the right, without isiabilily to repossess the Equipment, with or without notice and to avail
itse'f of any remedy provided by'aw.
18. EQUAL EMPLOYMENT OPPORTUNITY / AFFIRMATIVE ACTION.
VETERAN S EMPLOYMENT - If this order is subject to Executive Order 11710 and the
rules, regulations or orders of the Secretary of Labor issued thereunder the contract clause as set forth
at 41 CFR 60-2504 is hereby included as part of this order.
EMPLOYMENT OF HANDICAPPED - if this order is subject to Section 503 of the
Rehabilitation Act of 1973, as amended and the rules, regulations or orders of the Secretary of Labor as
issued thereunder, the contract clause at 41 CFR 60.741.7 is hereby included as part of this order
EQUAL OPPORTUNITY EMPLOYMENT - if this order is subject to the provisions of
Executive Order 11246, as amended, and the rules, regulations or orders of the Secretary of Labor
issued thereunder, the contract clause set forth at 41 CFR 60-1 4 )a) and 60-1 4 (b) are hereby included
as a part of this order and Seller agrees to comply with the reporting requirements set forth at 41 CFR
60-1.7 and the affirmative action compliance program requirements set forth as 41 CFR 60-1 40
19. VALIDITY OF QUOTATION. This Quotation shall be valid and subject to acceptance by the
Customer, in accordance with the terms of Section 1 hereof for the period set forth on the face hereof
After such period, the acceptance of this Quotation sha'I not be binding upon ZOLL Med cal Corporation
and shall not create a contract un ass such acceptance is acknowledged and accepted by ZOLL Medical
Corporation by a writing signed by an authorized representative of ZOLL Medical Corporation.
20. GENERAL. Any Contract resulting from this Quotation shall be governed by and nterpreted n
accordance with the laws of the Commonwealth of Massachusetts This constitutes the entre
agreement between Buyer and Supplier w,lh respect to the purchase and sale of the Products described
in the face hereof and only representations or statements contained herein shall be binding upon
Supplier as a warranty or otherwise Acceptance or acquiescence in the course of performance
rendered pursuant hereto shall not be relevant to determine the meaning of this writing even though the
accepting or acquiescing party has knowledge of the nature of the performance and opportunity for
objection No addition to or modification of any of the terms and conditions specified herein shall be
binding upon Supplier unless made n writing and signed by a duly authorized representative of Supplier
The terms and conditons specified shall prevail notwithstand,ng any variance from the terms and
conditions of any order or other form submitted by Buyer for the Products set forth on the face of this
Agreement To the extent that th s writing may be treated as an acceptance of Buyers pror offer, such
acceptance is express,y made conditional on assent by Buyer to the terms hereof and without Imitation,
acceptance of the goods by Buyer to the terms hereof, and without lim1ation acceptance of the goods
by Buyer shall constitute such assent. All cancellations and reschedules require a minimum of thirty (30)
days notice
CITY OF SAN RAFAEL
ROUTING SLIP / APPROVAL FORM
INSTRUCTIONS: USE THIS FORM WITH EACH SUBMITTAL OF A CONTRACT, AGREEMENT,
ORDINANCE OR RESOLUTION BEFORE APPROVAL BY COUNCIL / AGENCY.
SRSA / SRCC AGENDA ITEM NO. �`-
DATE OF MEETING: 03/16/2015
FROM: Danielle Ferrigno
DEPARTMENT: Finance
DATE: 03/10/2015
TITLE OF DOCUMENT: RESOLUTION AUTHORIZING THE PURCHASE OF THREE (3) CARDIAC
MONITOR/DEFIBRILLATORS THROUGH A COOPERATIVE PURCHASING AGREEMENT WITH ZOLL
MEDICAJACORPO,RATION, AT A PRICE NOT TO EXCEED $99,000
Dep
*** *** *** *** *** *** *** *** *** *** *** *** *** *** *** ***
(LOWER HALF OF FORM FOR APPROVALS ONLY)
APPROVED AS COUNCIL / AGENCY
AGENDA ITEM:
City Manager (signature)
NOT APPROVED
REMARKS:
APPROVED AS TO FORM:
City Attorney (signature)