CONTRACT 4890 One Page Service Agreement CLOSEDAgreement No. 4890
Agreement Services
CONTRACTOR ZOLL MEDICAL CORPORATION DATE MAILED: 7/28/2015
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. The amount of insurance set forth below will be a combined single limit per occurrence for bodily injury, personal injury, and
property damage for the policy coverage. General Liability- Premises Operations coverage will be endorsed to name the City, its officials,
and employees as °additional insureds" under said insurance coverage and to state that such insurance will be deemed 'primary', where
Company is solely negligent such that any other insurance that may be carried by the City will be excess thereto. 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.
® CwpLehensive Grneral LWRy, 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.
® r s'CQmpgUa& In%jrgnga ; as required by State Statutes ah&ySr gf c ., , (Not needed if Self- employed
with no employees and CONTRACTOR signs statement to this effect.)
®
Bu2inpgs L r: 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.
❑ I &id pi2lgf o 1 (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.
Sutrl Ited by LeomplqLa all bllor s): COLOR COPY REQUIRED BACK TO THE CITY
original Mail g City ty Clerk 350 Main Street, Room 5, El Segundo, CA 90245 -3813
Or g natodDeparlmen Contact: d insurance to: Ci Of El 1 nda — ! Date ls�ltioloat: 1.,
Department HeadArupr al Date Approved:
Finance Appl: to �, Date Approved:
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El Segundo- Page Services Agreement with check boxes form
A OF A TO FORM:
CITY ATTORI�J A Greg
1. GENERALLY. The materials, supplies, or services (collectively,
"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. The terms of any proposal referred to in this order are
included and made a part 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 of
this order.
2. INSPECTION. The Purchase furnished must be exactly as specified
in this order, free from all defects in Seller's performance, design,
workmanship, and materials, and, except as otherwise provided, is
subject to inspection and test by City after delivery of product to City. If,
before final acceptance, any Purchase is found to be incomplete, or not
per Seller's published specifications, City may reject it, require Seller to
correct it, or replace it without charge. If seller is unable or refuses to
correct such items within fifteen (15) days, City may terminate the order
in whole or in part. Seller bears all risks as to rejected Purchases. City
shall contact Seller for return shipment instructions. Seller will be
responsible for all transportation costs, and will refund any payments
City has made to Seller in accordance with the terms of this order for
unaccepted Purchases. Notwithstanding City's acceptance of any
Purchase, Seller is liable for latent defects, fraud, or such gross mistakes
as constitute fraud.
3. CHANGES. City 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
prior to shipment of products. 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. Either Party may terminate this order at any time,
either verbally or in writing, with or without cause upon thirty (30) day
prior written notice to opposite party. Should termination occur, City will
pay Seller as full performance until such termination the unit or pro rata
order price for the performed and accepted portion of the Purchase.
5. REMEDIES CUMULATIVE. Rights and remedies under this order are
not exclusive and are in addition to any rights and remedies provided by
law,
6. TITLE. Title to materials and supplies purchased under this order
pass directly from Seller to City upon City's acceptance following an
actual inspection and City's opportunity to reject. Rejection must be
made within thirty (30) days of delivery otherwise Seller can assume
acceptance has been made,
El Segundo - Page Services Agreement with check boxes form JLC - 7 -23 -15
Agreement No. 4890
7. PAYMENT. City will pay Seller after receiving acceptable invoices for
materials and supplies delivered and accepted or services rendered and
accepted. City will not pay cartage, shipping, packaging or boxing
expenses unless specified in this order. Drafts will not be honored.
8. INDEMNIFICATION. Seller agrees to indemnify and hold City
harmless from and against any claim, action, damages, costs (including,
without limitation, reasonable attorney's fees), injuries, or liability, to the
extent arising directly from the Purchase or the order, or their
performance. Should City be named in any suit, or should any claim be
brought against it by suit or otherwise, whether the same be groundless
or not, arising out of the Purchase or order, or their performance, Seller
will defend City (at City's request and with counsel satisfactory to City)
and indemnify City for any judgment rendered against it or any sums
paid out in settlement or otherwise. For purposes of this section "City"
includes City's officers, elected officials, and employees. It is expressly
understood and agreed that the foregoing provisions will survive
termination of this order. The requirements as to the types and limits of
insurance coverage to be maintained by Seller, and any approval of
such insurance by City, are not intended to and will not in any manner
limit or qualify the liabilities and obligations otherwise assumed by Seller
pursuant to this order, including, without limitation, to the provisions
concerning indemnification.
9. WARRANTY. Seller agrees that the Purchase is covered by the
most favorable commercial warranties the Seller gives to any customer
for the same or substantially similar supplies or services, or such other
more favorable warranties as is specified in this order. Warranties will
be effective notwithstanding any inspection or acceptance of the
Purchase by City.
10. ASSIGNMENT. Neither party may assign this order without approval
from opposite party. Approval will not be unreasonably withheld. Should
consent be given, it will not relieve any obligations under this order.
11. INSURANCE. Seller must provide the insurance as negotiated on
the face sheet of this Services Agreement.
12. PERMITS. Seller must procure all necessary permits and licenses,
and abide by all federal, state, and local laws, for performing this order.
13. INDEPENDENT CONTRACTOR. City and Seller agree that Seller
will act as an independent contractor and will have control of all work
and the manner in which is it performed. Seller will be free to contract
for similar service to be performed for other employers while under
contract with City. Seller is not an agent or employee of City and is not
entitled to participate in any pension plan, insurance, bonus or similar
benefits City provides for its employees. Any provision in this order that
may appear to give City the right to direct Seller as to the details of doing
the work or to exercise a measure of control over the work means that
Seller will follow the direction of the City as to end results of the work
only.
14. WAIVER. City's review or acceptance 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
either party 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.
15. INTERPRETATION. This Agreement was drafted in, and will be
construed in accordance with the laws of the State of California, and
exclusive venue for any action involving this agreement will be in Los
Angeles County.
Agreement No. 4890
Page 1
Budgetary Quote
FOB:
Shipping Point
FREIGHT:
Free Freight
ITEM
''. MODEL NUMBER
DESCRIPTION
CITY.
UNIT PRICE
DISC PRICE
TOTAL PRICE
1
6 0 1 - 2 2 3 1 01 1 - 01
X Series ® Manual Monitor /Defibrillator $14,995
4
$40,02000
$28,014.00
$112,056.00 "
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 Pact $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
This quote is made subject to ZOLL's standard commercial terms and conditions (ZOLL T's + C's) which Pane 1 ubt tai $112,056.00
accompany this quote. Any purchase order (P.O.) issued in response to this quotation will be deemed to
incorporate ZOLL T's + Vs. 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 QUOTED ARE VALID FOR 60 DAYS Sr. EMS Account Executive
3. APPLICABLE TAX, SHIPPING & HANDLING WILL BE ADDED AT THE TIME OF INVOICING. 800- 242 -9150, x9218
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 YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com.
Page 1
arr r r �r f
TO: El Segundo Fire Department
314 Main Street
El Segundo, CA 90245
Attn: Carol Lynn Anderson
Management Analyst
email; canderson else undo. r
Tel; 310 722 -2372
Budgetary Quote
Agreement No. 4890
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 183088 V:2
DATE: April 15, 2015
TERMS: Net 30 Days
FOB: Shipping Point
FREIGHT: Free Freight
ITEM
MODEL NUMBER
DESCRIPTION
PTY,
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
Orldlon Mlcrostream 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/SpCO /SpMet Rainbow Resuable Patient Cable:
4
$225.00
$157.50
$630.00
Connects to Single Use Sensors (4 ft)
3
8 0 0 0- 0 0 0 3 7 1
SpO2/SpCO /SpMet Rainbow DCI Adult Reusable
4
$495.00
$346.50
$1,386.00
Sensor with connector (3 ft)
4
8 0 0 0- 0 0 2 0 0 5- 0 1
Cable Sleeve, Propaq /X Series, ZOLL Blue
4
$49.95
$34.97
$139.88
5
8000-0895
Cuff Kit with Welch Allyn Small Adult, Large Adult and
4
$157.50
$110.25
$441.00
Thigh Cuffs
Phis quote
is made subject to ZOLL's standard
commercial terms and conditions (ZOLL T's + C's) which
P =�
U f '1
$114,652.88
iccompanv
this quote. Anv purchase order
IP.O.1 Issued in response to this auotation 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.
2. PRICES QUOTED ARE VALID FOR 60 DAYS
3. APPLICABLE TAX, SHIPPING & HANDLING WILL BE ADDED AT THE TIME OF INVOICING.
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 YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com.
Page 2
Bryan Pank
Sr. EMS Account Executive
800 - 242 - 9150,x9218
Budgetary Quote
Agreement No. 4890
ZOLL Medical Corporation
ZOLL.
ITEM MODEL NUMBER DESCRIPTION
Worldwide HeadQuarters
UNIT PRICE DISC PRICE_
TOTAL PRICE
6 8 0 0 0- 0 5 8 0- 0 1 Six hour rechargeable Smart battery
8
269 Mill Rd
$2,772.00
7 8 3 0 0- 0 2 5 0- 0 1 SurePower Charger Adapter
Chelmsford, Massachusetts 01824 -4105
TO:
El Segundo Fire Department
(978) 421 -9655 Main
4
$24,00 $16.80
(800) 348 -9011
9 8778- 0 1 1 7 4 Year, 1 Preventative Maintenace (at time of equipment
314 Main Street
(978) 421 -0015 Customer Support
$3,680.00
El Segundo, CA 90245
FEDERAL ID #: 04- 2711626
Attnl
Carol Lynn Anderson
QUOTATION 183088 V:2
Management Analyst
DATE: April 15, 2015
email:
cnderson( alsegundo.org
($7,000.00)
Tel;
310722 -2372
TERMS: Net 30 Days
Budgetary Quote
FOB: Shipping Point
FREIGHT: Free Freight
ITEM MODEL NUMBER DESCRIPTION
QTY,
UNIT PRICE DISC PRICE_
TOTAL PRICE
6 8 0 0 0- 0 5 8 0- 0 1 Six hour rechargeable Smart battery
8
$495.00 $346..50
$2,772.00
7 8 3 0 0- 0 2 5 0- 0 1 SurePower Charger Adapter
8
$97.00 $67.90
$543.20
8 8 0 0 0- 0 0 0 9 0 1- 01 ECG plain white paper- 80mm (pack of 6 rolls)
4
$24,00 $16.80
$67.20
9 8778- 0 1 1 7 4 Year, 1 Preventative Maintenace (at time of equipment
4
$920.00 $920.00
$3,680.00
sale)
Estimated Sales Tax 9%
$10,623.18
10 5 0 0 1 - 9 9 2 8 ZOLL E Series w/Pacing, 12 lead + 3 parameters or
2
($7,000.00)
($14,000,00) **
more Trade -in
1 1 4 0 0 1 - 9 9 2 9 ZOLL M -Series Biphasic w/Pecing + 2 parameters
2
($500.00)
($1,000.00) **
(lnf*udes CCT) Trade -In
*Reflects Proposed LACFD Contract Pricing based off of
Bid quote#179210.2 RFB- IS- 16200476*
This quote is made subject to ZOLL's standard commercial terms and conditions (ZOLL T's + C's) which
Pane 3 Subtotal
$117,338.46
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 QUOTED ARE VALID FOR 60 DAYS
Sr. EMS Account
Executive
3. APPLICABLE TAX, SHIPPING & HANDLING WILL BEADDED AT THE TIME OF INVOICING.
800- 242 -9150,
x9218
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 -321 -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 3
Agreement No. 4890
ZOLL Medical Corporation
ZOLLM Worldwide HeadQuarters
269 Mill Rd
Chelmsford, Massachusetts 01824 -4105
TO: El Segundo Fire Department (978) 421 -9655 Main
(800) 348 -9011
314 Main Street (978) 421 -0015 Customer Support
El Segundo, CA 90245 FEDERAL ID #: 04- 2711626
Attn: Carol Lynn Anderson QUOTATION 183088 V:2
Management Analyst DATE: April 15, 2015
email: a"der on eCao 'undo.or
Tel: 310 722 -2372 TERMS: Net 30 Days
Budgetary Quote FOB: Shipping Point
FREIGHT: Free Freight
ITEM '.. MODEL NUMBER DESCRIPTION QTY, UNIT PRICE DISC PRICE TOTAL PRICE
"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.
This quote is made subject to ZOLL's standard commercial terms and conditions (ZOLL T's + C's) which TOTAL L $117,8.46
accompany this quote. Any purchase order (P.O.) issued In response to this quotation will be deemed to 33 _....�..-
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 QUOTED ARE VALID FOR 60 DAYS Sr. EMS Account Executive
3. APPLICABLE TAX, SHIPPING & HANDLING WILL BE ADDED AT THE TIME OF INVOICING. 800 - 242 -9150, x9218
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.
Page 4
ZOLL QUOTATION GENERAL TERMS & CONDITIONS
1. ACCEPTANCE. This Quotation 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 Conditions, 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 (it) 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 Quotation including these Terms and Conditions, No
waiver change or modification of any of the provisions of this Quotation or the Contract shall be binding
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
signed by an authorized representative of ZOLL Medical Corporation.
2. DELIVERY AND RISK OF LOSS. Unless otherwise stated, all deliveries shall be F,O,B„ ZOLL
Medical Corporation's facility. Risk of loss or damage to the Equipment shall pass to the Customer upon
delivery of the Equipment to the carter.
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
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. 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
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 similar
taxes or any duties or customs charges, or any order processing fees, The Customer shall pay in
addition for the prices quoted the amount of any present or future sales, excise or other similar tax or
customs duly 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.
S. 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 material and workmanship
under normal use and service for the period noted on the reverse side.. Accessories and electrodes shall
be warranted for ninety (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 Medical Corporation's
sole option) any part of the Equipment found by ZOLL Medical Corporation to be defective in material 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 (1) any modification of the
Equipment by the Customer, unless such modification Is made with the prior written approval of ZOLL
Medical Corporation: (ii) 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: (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
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, (c) 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) Customers 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 copies of the Software following such transfer. (f) 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 period 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(f), 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.
Customers 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 liable 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, floods, riots, wars, sabotage, labor
disputes, governmental actions, inability 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 shall be extended to the period equal to the time lost by reason of
such delay. In the event of such delay ZOLL Medical Corporation may allocate available Equipment
among its Customers on any reasonable and equitable basis. The delivery dales 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.
Agreement No. 4890
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 Medical 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 (1) 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
Medical Corporation immediate notice in writing of any such suit 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 will
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 liability's, and the Customers 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 shall ZOLL Medical Corporation be liable for any indirect,
special, or consequential 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 Medical Corporation of any shortage in
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.
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
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
such change in delivery caused by the Customer that causes a delivery date greater than six (6) months
from the Customers original order date shall constitute a new order for the affected Equipment in
determining the appropriate list price,
13. APPLICABLE LAW. This 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. (a) ZOLL Medical Corporation represents that all goods and services
delivered pursuant to the Contract will be produced and supplied in compliance with all applicable state
and federal laws and regulations, including the requirements of the Fair Labor Standards Act of 1930, as
amended, (b) The Customer shall be responsible 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 Medical
Corporation may decline to make further shipments or render any further warranty or other services
without in any way affecting its right under such order, If despite any default by Customer, ZOLL Medical
Corporation elects to continue to make shipments its action 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 in
whole or in 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 sold hereunder shall remain with
ZOLL Medical Corporation until ZOLL Medical 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 liability to repossess the Equipment, with or without notice, and to avail
itself of any remedy provided by law.
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 -250.4 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 !hereunder, 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 shall not be binding upon ZOLL Medical Corporation
and shall not create a contract, unless 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 interpreted in
accordance with the laws of the Commonwealth of Massachusetts. This constitutes the entire
agreement between Buyer and Supplier with 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 in writing and signed by a duly authorized representative of Supplier.
The terms and conditions specified shall prevail notwithstanding 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 this writing may be treated as an acceptance of Buyers prior offer, such
acceptance is expressly made conditional on assent by Buyer to the terms hereof, and, without limitation,
acceptance of the goods by Buyer to the terms hereof, and, without limitation, acceptance of the goods
by Buyer shall constitute such assent. All cancellations and reschedules require a minimum of thirty (30)
days notice.
Page 5 ZOLL Medical Corporation
Agreement No. 4890
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Performance of Preventive Maintenance Includes:
• CIean and disinfect per OSHA standard on Blood Borne Pathogens(29 CRF
1910.1030)
Perform visual inspection to ensure integrity of the unit.
Perform diagnostic checks of device's internal CPU
e Test Power Supply, ECG, Pacer Outputs & Rates, Defibrillator Times and Output
Energy.
• Test of WC functions.
a Test Real Time Clock of the system.
Perform operational check of all system level functions per device Service
Manual.
Recertify device for clinical use.
Preventive Maintenance Also Includes:
• The use of a Service Loaner during the PM R
• The cost of the freight for the Service Loaner to the Costumer and back to ZOLL.
• The freight of the Costumer's Equipment to and from ZOLL or On Site PM
Service. F
A