CONTRACT 6786 One Page Service AgreementAgreement No. 6786
CONTRACTOR: ZOLL Medical Corporation
Services Agreement
DATE MAILED: w I 7 -)��_
Below you will find a checklist relating to Insurance and other requirements that are required for doing business with the City of El Segundo.
Only those items checked -off are MANDATORY, however if your standard policies exceed the minimum requirements please include.
Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 or its equivalent covering CGL on an "occurrence" basis, including
products and completed operations which may be written on claims -made form, property damage, bodily injury and personal & advertising
injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply
separately to this project/location (ISO CG 25 03 05 09 or 25 04 05 09) or the general aggregate limit shall be twice the required occurrence lim.
Additional Insured Status: The City, its officers, officials, employees, must be covered as additional insureds on the CGL policy with respect to
liability arising out of ongoing work or operations performed by or on behalf of the Contractor. General liability coverage can be provided in the
form of an endorsement to the Contractor's insurance (at least as broad as the latest edition of 150 Form CG 2010). Please find additional Terms
and Conditions on the reverse side of this Services Agreement. This is not a purchase order or an authorization to begin work.
® Corn rehensive General Liabi(It , including coverage for premises, products and completed operations, independent contractors,
personal injury and contractual obligations with combined single limits of coverage of at least $1,000,000 per occurrence.
® Auto Liability, including owned, non -owned and hired vehicles with at least:
® $1,000,000 per occurrence.
❑ $100,000 - 300,000 per occurrence.
❑ As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company.
® Workers' Compensation (nswanoe: as required by State Statutes ith W iyer art utx ation. (Not needed if Self-employed with
no employees and CONTRACTOR signs statement to this effect.)
® Business License: The CONTRACTOR shall agree to have a current City of El Segundo license on file at City Hall or purchase
said license (at no cost to the City).
❑ Permits: Plans must be approved and permit(s) issued (no fee) by the Planning and Building Safety if appropriate. Call the
Planning Manager @ (310) 524-2340 if you have questions.
❑ Copy of valid DicLure I.CD. (Drivers license etc.)
PLEASE NOTE: ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISSUANCE OF A CITY
PURCHASE ORDER BEING SENT TO YOU (VIA FAX OR HARD COPY) BY THE PURCHASING AGENT, THUS AUTHORIZING COMMENCEMENT OF
WORK FOR THE CITY.
Submitted by,, (complete all blanks : COLOR COPY REQUIRED BACK TO THE CITY
Company Name: ZOLL Medical
Corporation
By (Print name & title):
Paul Dias, Vice President of Quality. Regulatory, and Service of the Corporation
Company Street Address:
llRoad
Vendor's Authorized Signature required
269
lta
.
e, Zip:
City,
Date signed:
Chelmsford, MA. 01824
October 18 2023
,
Phone:
FAX:
978-421-9766
Vendor's Email address:
Vendor's Web site:
dias zoll.com
www.zoll.com
Mail original agreement and insurance to: City of El Segundo — City Clerk 350 Main Street, Room 5, El Segundo, CA 90245-3813
Originator/Department Contact: Vanessa Arlas _Senior Management Analyst Date initiated: 9-07-2023
Department Head Approval, 4`ki ' ; Date Approved: A� � _11
4 A P P to V, a
City
Sheryl, H
City Clerk
2023-113-01 Zoll Preventative Maintenance (JPS 9.14.23) (DFS 9-28-23)_ PJC 10.11.2023 Ins. Requirements
10/16/23
Agreement No. 6786
I.GENERALLY.
"Purchase") covered by this services agreement and purchase order
("order") must be furnished by Seller subject to all the terms and
conditions contained in this order which Seller, in accepting this order,
agrees, to be bound by and comply with in all particulars, No other terms
or conditions are binding upon the parties unless subsequently agreed to
in writing, Written acceptance or shipment of all or any portion of the
Purchase covered by this order constitutes unqualified acceptance of all
terms and conditions in this order. The terms of any proposal referred to
in this order are included and made a pal of the order only to the extent
it specified the Purchase ordered, the price, and the delivery, and then
only to the extent that such terms are consistent with the terms and
conditions ofthis order.
2.INSPECTK}N. The Purchase furnished must beexactly ommpomifindin
this order, free from all defects in Seller's performance, deaigo,
workmanship, and mabmha|s, and, except as otherwise pmoidag, is
subject toinspection and test byCity atall times and places, If, before
0no| 0000ptamom^ any Purchase is found to be incomplete, or not as
specified, City may reject itrequire Seller bwcorrect dwithout charge,
require delivery oYsuch Purchase a(areduction inprice that isequitable
under the circumstances, Nseller imunable mrrefuses tocorrect such
items within otime deemed reasonable hyCity, City may terminate the
order inwhole nrin port. Seller bears all hoko as to rejected Purchases
and, other related nnob incurred, nrpayments to Seller inaccordance
with the terms ufthis order for unaccepted Purchases. Notwithstanding
Cih/x acceptance of any Pumhooe. Seller in liable for latent defects,
fraud, orsuch gross mistakes auconstitute fraud.
%CHANGESCity may make changes within the general scope of this
order in drawings and specifications for specially manufactured supplies,
place of delivery, method of shipment or packing of the order by giving
notice to Seller and subsequently confirming such changes in writing. If
such changes affect the cost of or the time required for performance of
this order, an equitable adjustment in the price or delivery or both must
be made. No change by Seller is allowed without City's written approval.
Any claim by Seller for an adjustment under this section must be made
in writing within thirty (30) days from the date of receipt by Seller of
notification of such change unless City waives this condition in writing,
Nothing in this section excuses Seller from proceeding with performance
of the order as changed.
4, TERMINATION, City may terminate this order at any time, in writing,
with or without cause. Should termination occur, City will pay Seller as
full performance until such termination the unit for the Purchase. City
may provide written notice of termination for Sellers default if Seller
refuses orfails tocomply with this order.
8.?ERM/TIME EXTENSION. This Agreement's term will be from
1101/2023 to 1081/2026 City may extend the time for completion if, in
ONy'ssole determination, Seller was delayed because ofcauses beyond
Seller's control and without Seller"afault ornegligence. In the event
delay was caused by City, Seller's sole remedy is limited to moovohnQ
money ootuo||y and n000uoah|y expended by Seller boouuoo of the
delay; there ionuright torecover anticipated profit,
&REMED|ESCUMULATIVE. City'srights and remedies under this order
are not exclusive and are inaddition toany legal rights and remedies.
7.T|TLE. Title to materials and supplies purchased under this order
pass directly from Seller toCity upon Cih/awritten acceptance following
anactual inspection and City'uopportunity Mureject. 1
KPAYMENT. City will pay Seller after receiving acceptable invoices for
materials and supplies delivered and accepted orservices rendered and
accepted. City will not pay cartage, shipping, packaging or boxing
expenses unless opooifiadinthis order, Drafts will not bohonored.
9UNUEMN|F|CAJlOW Seller agrees to indemnify d hold City
harmless from and against any third party claim, action, damages, costs
(including, without limitation, reasonable attorney's fees), injuries, or
liability, arising out of the Purchase or the order, to the extent caused
/ directly by the negligent performance of the Seller. Should City be
named in any suit, or should any claim bebrought against it bysuit ar
otherwise, whether the same bagroundless ov not, arising out ufthe
Purchase mrorder related to the negligent performance of the Seller,
Seller will defend City and indemnify City for any judgment rendered
against itorany sums paid out insettlement nrotherwise maccordance
with the settlement. For purposes of this section 'City' includes Cih/o
officers, elected officials, and employees. |t|mexpressly understood and
agreed that the foregoing provisions will survive termination ofthis order.
IN NO EVENT EITHER ANY PARTY ORANY OR ITS AGENTS OR
ASS|GNS, BE LIABLE TO ANY OTHER PARTY FOR SPECIAL,
C8NSEOUENT|AL, EXEMPLARY. PUNITIVE, INCIDENTAL OR
OTHER INDIRECT DAMAGES, LOSSES, OR EXPENSES. THIS
LIMITATION APPLIES TOANY LIABILITY, INCLUDING LIABILITY
ARISING IN TORT OR CDNTRACT, AND EVEN IF THE
CONTRACTOR HAS BEEN ADVISED |NADVANCE 0R|SAWARE DF
THE POSSIBILITY 0FTHAT LIABILITY.
10/W4RRANTY. Seller agrees that the Purchase is covered by be
most favorable commercial warranties the Seller gives hany similarly
situated customer for the same or substantially similar supplies or
services, or such other more favorable warranties mmisspecified Xnthis
order, Warranties will be effective notwithstanding any inspection or
acceptance of the Purchase byCity.
1YJ\SS|GNMENT. City may assign this order. Except as to any
payment due under this order, Seller may not assign orsubcontract the
order without Cityhwritten approval. Should City give consent, itwill not
relieve Seller from any obligations under this order and any transferee or
subcontractor will beconsidered Seller's agent.
12]NSURANCE. Seller must provide the insurance indicated on the
face sheet ofthis Services Agreement.
13.PERM|TS. Seller must procure all necessary permits and |ioonnoo,
and abide by all federal, state, and local laws, for performing this order.
14JNDEPENDEWT CONTRACTOR. City and Seller agree that Seller
will act as an Independent contractor and will have control of all work
and the manner inwhich iuitperformed. Seller will bofree tocontract
for similar service to be performed for other employers while under
contract with City, Seller isnot onagent nremployee ofCity and ionot
entitled to participate in any pension p/on, hmmuronoo, bonus or similar
benefits City provides for its employees. Any provision inthis order that
may appear togive City the right todirect Seller ootothe details m[doing
the work urhoexercise ameasure nfcontrol over the work means that
Seller will follow the direction of the City as to and results of the work
only.
15,WA|VER. City'o review o, 000aptanoo of, or payment for, work
product prepared by Seller under this order will not be construed to
operate as a waiver of any rights City may have under this Agreement or
of any cause of action arising from Seller's performance, A waiver by
City of any breach of any term, covenant, or condition contained in this
order will not be deemed to be a waiver of any subsequent breach of the
same or any other term, covenant, or condition contained in this order,
whether of the same or different character.
1G.|NTERPRETAT0N.This Agreement was drafted in, and will be
construed inaccordance with the laws ofthe State ofCalifornia, and
gxcJumIve venue for any action involvimQthis ammomentwill beinLos �
2023-10-05 Zoll Preventative Maintenance (JPSn14.23) (DFS 9-28-23) PJc1u11.202oIns. Requirements
Agreement No. 6786
2023-10-05 Zoll Preventative Maintenance (JPS 9.14.23) (OFS 9-28-23)_ PJC 10.11.2023 Ins. Requirements
Revised 3/28/23
Agreement No. 6786
EXHIBIT A
ZOL L �
EXPERTCARE PREVENTIVE MAINTENANCE CONTRACT
El Segundo Fire Department (Customer # 119047)
Attn: Kevin Carpenter 714-654-2216 / kcarpenter@elsegundo.org
Bill To: El Segundo Fire Department
314 Main Street
El Segundo, CA 90245-3887
From: Kerry Furey
Service Contracts Inside Sales Representative
978-421-9766 / kfurey@zoll.com
ZOLL Medical
Corporation
269 Mill Road
Chelmsford, MA 01824A105
(978) 421-9655 Main
(800) 348-9011
(978) 421-0022 Fax
Ship To: El Segundo Fire Department
314 Main Street
El Segundo, CA 90245-3887
QUOTATION: 00039038
Quote Date: October 18, 2023
Quote Pricing: Valid for 60 Days
PM Contact: Kevin Carpenter- 714-654-2216 kcarpenter@elsegundo.org
X Series
.. Cots Dates tOLV� $930.00 $S,S8000
a 9-89003- 3 Year PM
Contract -
PM -.� -,- . x SERIES -Preventive Maintenance, ,,. - 11/01/2023 6 ..... _- ,
_ _
Price A ,Price Ext. Price
Onl ZOLL )( Series �930 00
3 Years, Post -sale. to
Includes: Annual preventive maintenance, 24/7 Telephone 10/31/2026
support, general software updates, and minimum service fee
waived. Shipping and use of a Service Loaner during
preventive maintenance, no charge shipping.
Serial Number(s): AR141<010797, AR14K010800,
5, R15H01462, 9AR15L016502, AR15LO16508 ..1 1273A
,m. m .. .. _...,_.,...... .,,........ ..............
TOTAL: $5,580.00
COMMENTS:
1. Applicable tax will be added at the time of invoicing.
2. Payment terms are Net 30 after ZOLL Medical Corporation invoice date.
3. If PM's are purchased or applicable: PM work will be scheduled 60-90 days after the agreement is signed.
TERMS & CONDITIONS: The terms and conditions of this contract are set forth in the attachment. By signing this contract, Customer acknowledges
having read the terms and conditions and agrees to be bound by them.
ZOLL Medical Cor oration
Signature:
Name: Kerry Furey
Title: Service Contracts inside Sales Representative
Date:
El Segundo Fire De artment
Authorized Signature:
Print Name
Title:
Date:
Page 1 of 2
P.O. #
Agreement No. 6786
ZOLL Medical Corporation Quote No:00039038
PREVENTIVE MAINTENANCE CONTRACT for El Segundo Fire Department
Preventive Maintenance Terms and Conditions
1. Preventive maintenance ("PM") will be invoiced upon ZOLL's receipt of quote with an authorized signature (the "PM Contract") and, if available,
a purchase order.
2. Any PMs that remain unused as of the end of a one-year PM contract will be forfeited and no monies will be refunded to the customer. Any PMs
that remains unused as of the end of the initial term of the Multi -year PM Contract will automatically roll over into the next year of the PM
Contract. Any PMs that remains unused as of the end of the second and subsequent years of the PM Contract, will be forfeited and no monies will
be refunded to the customer.
3. If the customer purchases new WILL equipment, unused PMs will be transferred to the new equipment at the end of the factory warranty.
4. If ZOLL determines during the course of performing PM that a repair is required and the device is not covered under warranty, ZOLL will request
customer authorization in order to repair the device.
5. Upon the customer's request, a loaner will be provided free of charge pursuant to ZOLL's Loaner Policy. The loaner will be provided for use while
the device is being serviced by ZOLL.
6. It is the customer's responsibility to ensure devices covered by the PM Contract are available for Preventative Maintenance at the scheduled
times.
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