R-1313 - 11/12/2013 - FIRE DEPARTMENT - Resolutions Supporting Documents ITEM I0.13.3)
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AGENDA ITEM
Regular Board of Trustees Meeting
of
November 12, 2013
SUBJECT: Award of Contract—Zoll X Series Manual Monitor/Defibrillators
FROM: Rania Serences, Senior Purchasing Assistant
BUDGET SOURCE/BUDGET IMPACT: $84,000 is included in Emergency Medical
Services, Equipment Replacement (731-90200), and $30,000 is included in 135-76700
(Transportation—Contract Services) for this purchase.
RECOMMENDED MOTION: I move that the Village Board waive further bidding, since
National Purchasing Partners already conducted the bid process, and issue a purchase
order to Zoll Medical Corporation, Chelmsford, MA, for three (3) X Series Manual
Monitor/Defibrillator plus accessories in the amount of $107,154.81, pending final attorney
review. Additionally, that $2,000 is authorized to purchase the necessary mounting
brackets from a different vendor.
Background/Historv:
The monitors currently being used by the Fire Department are Zoll M Series Biphasic W/Pacing
that were purchased in 2003 and are now scheduled to be replaced. The Fire Department has
been extremely satisfied with the quality and functions of all Zoll products it uses and the
customer service provided by Zoll. The monitors are an essential piece of EMS equipment
carried on ALS (Advanced Life Support) ambulances. The X Series Manual
Monitor/Defibrillators being considered for purchase capture electrical impulses from the heart
to assess a patient's cardiac rhythm which is one of many vital signs that medics use to
determine appropriate treatment options. They also include additional built in features such as:
defibrillation, transcutaneous pacing, Sp02 (Oxygen Saturation) and SpCO (Carbon Monoxide
Saturation), ETCO2 (End Tidal Carbon Monoxide), 12-Lead ECG, and blood pressure
monitoring. The data collected from these technologies allows paramedics to accurately assess a
patient's condition and provide appropriate pre-hospital care. This data and other information
are also relayed to the receiving hospitals prior to arrival to prepare for patient delivery and
additional care. The monitors/defibrillators are used in the patient compartment of the
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V:\01 LegislativeGenMan\Agendas\AGENDA MEMOS\2013 Agenda Memos\111213\2013 Zoll Monitors.doc
ambulances and therefore must be properly secured during transport. An additional $2,000 is
requested to purchase the required mounting brackets.
When looking for equipment replacement, we first explore what equipment has already been bid
through the purchasing cooperatives (they have much more purchasing power than we do, and
can usually get a better price). Pursuant to the provisions of Section 1-7-10 of the Code of
Ordinances and Compiled Statutes, the Village is permitted to join with other units in order to
benefit from cooperative purchasing arrangements.
The attached quote indicates pricing received through a bid conducted by the National
Purchasing Partners, which represents an 18% discount off list price. The cost of the three (3) X
Series Manual Monitors/Defibrillators and necessary accessories is $107,154.81. Additionally
the sales representative has agreed to provide, at no cost, upgraded batteries and charging
stations for the Auto Pulse units currently in use by the Fire Department. These batteries are
Lithium-Ion and offer increased reliability, longer use between charges, and less maintenance.
The approximate list value of the batteries and chargers is $4,950.00.
Delivery is expected approximately 30 - 45 days after receipt of order.
Recommendation:
That the Village Board waive further bidding, since National Purchasing Partners already
conducted the bid process, and issue a purchase order to Zoll Medical Corporation, Chelmsford,
MA, for three (3) X Series Manual Monitor/Defibrillator plus accessories in the amount of
$107,154.81, pending final attorney review. Additionally, that $2,000 is authorized to purchase
the necessary mounting brackets from a different vendor.
V:\01 LegislativeGenMan\Agendas\AGENDA MEMOS\2013 Agenda Memos\111213\2013 Zoll Monitors.doc
RESOLUTION 2013-FD-PG-EQ-R-1313
A RESOLUTION APPROVING THE WAIVER OF COMPETITIVE BIDDING AND AUTHORIZING
THE PURCHASE OF MONITORS AND DEFIBRILLATORS
WHEREAS, monitors and defibrillators are part of the essential equipment used in Village
ambulances to provide life-saving medical care; and
WHEREAS, the Village is scheduled to replace and upgrade the monitors and defibrillators used
in Village ambulances (collectively, "Replacement Equipment'); and
WHEREAS, the 2013 budget includes: (i) $84,000 for emergency medical services and
equipment replacement; and (ii) $30,000 for transportation contract services; and
WHEREAS, Section 1-7-10 of the Village Code authorizes the Village to join with other units of
government in cooperative purchasing plans when it is in the best interests of the Village; and
WHEREAS, National Purchasing Partners, through its cooperative purchasing program, sought
bids for Replacement Equipment and identified Zoll Medical Corporation, of Chelmsford, Massachusetts
("Zoll"), as the lowest responsible bidder; and
WHEREAS, because National Purchasing Partners already conducted competitive bidding
processes for the purchase of the Replacement Equipment, the Village staff has recommended that the
Village waive competitive bidding and approve the purchase of the Replacement Equipment from Zoll for
a total amount not to exceed $107,154.81; and
WHEREAS, the President and Board of Trustees, being fully advised in the premises, have
determined that it is in the best interests of the Village and its residents to so waive competitive bidding
and to approve the purchase of the Replacement Equipment;
NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF
THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows:
Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part
of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook.
Section 2: Waiver of Competitive Bidding Requirements. The advertising and bidding
requirements for the purchase of the Replacement Equipment are hereby waived in accordance with
Section 1-7-4 of the Village Code.
Section 3: Authorization of Purchase of Replacement Equipment. The purchase of the
Replacement Equipment from Zoll in a total amount not to exceed $107,154.81 is hereby authorized.
Section 4: Execution of Required Documentation. The Village President and the Village
Clerk shall be, and are hereby, authorized to execute and attest, on behalf of the Village all documents
necessary to complete the purchase pursuant to Section 3 of this Resolution.
Section 5: Effective Date. This Resolution shall be in full force and effect from and after its
passage by two-thirds of the Trustees and its approval in the manner provided by law.
[SIGNATURE PAGE FOLLOWS]
Resolution 2013-FD-PG-EQ-R-1313
Approving the Purchase of
Monitors and Defibrillators
Page 2 of 2
APPROVED THIS 12th day of November, 2013
Gopal G. Lalmalani
Village President
PASSED THIS 12th day of November, 2013
Ayes:
Nays:
Absent:
ATTEST:
Charlotte K. Pruss
Village Clerk
GUIDELINES ZOLL Medical Corporation
zOLLO 2010 READY Worldwide HeadQuarters
269 Mill Rd
Chelmsford,Massachusetts 01824-4105
TO: Oak Brook Fire Department (978)421-9655 Main
(800)348-9011
1200 Oak Brook Road (978)421-0015 Customer Support
Oak Brook, IL 60523 FEDERAL ID#: 04-2711626
Attn: Bob Micek QUOTATION 151631 V:3
DATE: November 06,2013
email: bmicek(cDoak-brook.org
Tel: 630-368-5200 TERMS: Net 30 Days
FOB: Shipping Point
FREIGHT: Prepay and Add
ITEM MODEL NUMBER DESCRIPTION QTY. UNIT PRICE DISC PRICE TOTAL PRICE
Rewards Charger Rebate
1 8700- 0752- 01 AutoPulse® Li-Ion Battery- for use with the AutoPulse 4 $825.00 $825.00 $3,300.00
Platform.
1 a 8700- 0753- 01 AutoPulse SurePower Charger,U.S. Charges and 2 $1,795.00 $1,795.00 $3,590.00
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.
1 b DISC On Invoice Autopulse Rewards Charger Rebate 1 $0.00 ($3,590.00) ($3,590.00)
LI-Ion Battery Rebate
2 8700- 0752- 01 AutoPulse® Li-Ion Battery- for use with the AutoPulse 4 $825.00 $825.00 $3,300.00
Platform.
2a DISC On Invoice Li-Ion Battery Transition Rebate 2 $0.00 ($825.00) ($1,650.00)
This quote is made subject to ZOLL's standard commercial terms and conditions(ZOLL T's+C's)which Page 1 Subtotal $4 950.00
accompany this quote. Any purchase order(P.O.)issued in response to this quotation will be deemed to
incorporate ZOLL T's+C's.Any modification of the ZOLL T's+C's must be set forth or referenced in the
customer's P.O. No commercial terms or conditions shall apply to the sale of goods or services governed
by this quote and the customer's P.O unless set forth in or referenced by either document.
1.DELIVERY WILL BE MADE 60-90 DAYS AFTER RECEIPT OF ACCEPTED PURCHASE ORDER. Kyle Sears
2.PRICES WILL BE F.O.B.SHIPPING POINT. Sr.EMS Territory Manager
3.PRICES QUOTED ARE VALID FOR 60 DAYS. 800-242-9150,x9293
4.APPLICABLE TAX AND FREIGHT CHARGES ARE ADDITIONAL.
5.ALL PURCHASE ORDERS ARE SUBJECT TO CREDITAPPROVAL BEFORE ACCEPTANCE BY ZOLL.
6.FAX PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT 978-421-0015
OR EMAIL TO ESALES @ZOLL.COM.
7.ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS.
8.PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com.
D-1
GUIDELINES ZOLL Medical Corporation
ZOLLS 2010 READY Worldwide HeadQuarters
269 Mill Rd
Chelmsford, Massachusetts 01824-4105
TO: Oak Brook Fire Department (978)421-9655 Main
(800)348-9011
(978)421-0015 Customer Support
1200 Oak Brook Road
FEDERAL ID#: 04-2711626
Oak Brook, IL 60523
Attn: Bob Micek QUOTATION 151631 V:3
DATE: November 06,2013
email: bmicek(a)oak-brook.org
TERMS: Net 30 Days
Tel: 630-368-5200
FOB: Shipping Point
FREIGHT: Prepay and Add
ITEM MODEL NUMBER DESCRIPTION QTY. UNIT PRICE DISC PRICE TOTAL PRICE
3 601- 2231011- 01 X Serles®Manual Monitor/Defibrillator $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(I)-year EMS warranty
Advanced Options:
Real CPR Help Expansion Pads $ 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 Techndogy: $2,550
Masimo Pulse 0dmetry
This quote is made subject to ZOLL's standard commercial terms and conditions(ZOLL T's+C's)which page 2 Subtotal $97 396.20
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. Kyle Sears
2.PRICES WILL BE F.O.B.SHIPPING POINT. Sr.EMS Territory Manager
3.PRICES QUOTED ARE VALID FOR 60 DAYS. 800-242-9150,x9293
4.APPLICABLE TAX AND FREIGHT CHARGES ARE ADDITIONAL.
5.ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTANCE BY ZOLL.
6.FAX PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT 978-421-0015
OR EMAIL TO ESALES @ZOLL.COM.
7.ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS.
8.PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com.
D-0
GUIDELINES ZOLL Medical Corporation
OLLO 2010 READY Worldwide HeadQuarters
269 Mill Rd
Chelmsford, Massachusetts 01824-4105
TO: Oak Brook Fire Department (978)421-9655 Main
(800)348-9011
(978)421-0015 Customer Support
1200 Oak Brook Road
FEDERAL ID#: 04-2711626
Oak Brook, IL 60523
Attn: Bob Micek QUOTATION 151631 V:3
DATE: November 06,2013
email: bmicek(cDoak-brook.org
Tel: 630-368-5200 TERMS: Net 30 Days
FOB: Shipping Point
FREIGHT: Prepay and Add
ITEM MODEL NUMBER DESCRIPTION QTY. UNIT PRICE DISC PRICE TOTAL PRICE
SP02&SpCO $4,540
•Signal Extraction Technology(SET)
• Rainbow SET(for SpCO&SpMet)
NIBP Welch Allyn Includes: $3,495
• Smartcuff 10 foot Dual Lumen hose
• SureBP Reusable Adult Medium Cuff
End Tidal Carbon Dioxide monitoring(E7CO2)
Oridion Microstream Technology: $4,995
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
4 8000- 0341 SpO21SpCO/SpMet Rainbow Resuable Patient Cable: 3 $225.00 $173.25 $519.75
Cmviec is to Single Use Sensors(4 ft)
5 8000- 000371 SpO21SpC0/SpMet Rainbow DCI Adult Reusable 3 $495.00 $381.15 $1,143.45
SPF,w with connector(3 ft)
6 8000- 0895 Cuff Kit with Welch Allyn small Adult,Large Adult and 3 $157.50 $121.28 $363.84
Thigh Cuffs
7 8300- 0520- 01 Filtedine Set AdulNPediatrlc,Case of 25 1 $275.00 $211.75 $211.75
This quote is made subject to ZOLL's standard commercial terms and conditions(ZOLL T's+C's)which Page 3 Subtotal $99 634.99
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. Kyle Sears
2.PRICES WILL BE F.O.B.SHIPPING POINT. Sr.EMS Territory Manager
3.PRICES QUOTED ARE VALID FOR 60 DAYS. 800-242-9150,x9293
4.APPLICABLE TAX AND FREIGHT CHARGES ARE ADDITIONAL.
5.ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTANCE BY ZOLL.
6.FAX PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT 978-421-0015
OR EMAIL TO ESALES @ZOLL.COM.
7.ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS.
8.PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com.
D-'I
GUIDELINES ELINES ZOLL Medical Corporation
GD10 READY Worldwide HeadQuarters
ZOLLO 269 Mill Rd
Chelmsford,Massachusetts 01824-4105
TO: Oak Brook Fire Department (978)421-9655 Main
(800)348-9011
(978)421-0015 Customer Support
1200 Oak Brook Road FEDERAL ID#: 04-2711626
Oak Brook, IL 60523
Attn: Bob Week QUOTATION 151631 V:3
DATE: November 06,2013
email: bmicekCiloak-brook.org
TERMS: Net 30 Days
Tel: 630-368-5200
FOB: Shipping Point
FREIGHT: Prepay and Add
ITEM MODEL NUMBER DESCRIPTION QTY. UNIT PRICE DISC PRICE TOTAL PRICE
8 8 3 0 0- 0 5 2 4- 01 Smart CapnoUne Plus 02 Adult(02 tubing),Case of 1 $355.00 $273.35 $273.35
25
9 8000- 0580- 01 Sbt hour rechargeable Smart battery 8 $495.00 $381.15 $3,049.20
10 8300- 0500- 01 SurePower 4 Bay Charging System inducting 4 2 $2,583.00 $1,988.91 $3,977.82
BP#ery Charging adapters
11 8 9 0 0- 0 81 0- 0 1 pedi•padz®//Pediatric Multi-Function Electrodes- 3 $95.00 $73.15 $219.45
Designed for use with the AED Plus. The AED recognizes
when pedi•padz II are connected and automatically
proceeds with a pediatric ECG and adjusts energy to
pediatric levels. Twenty four(24)month shelf-life. One
pair.
*Reflects Discount Pricing.
This quote is made subject to ZOLL's standard commercial terms and conditions(ZOLL T's+C's)which TOTAL $107,154.81
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. Kyle Sears
2.PRICES WILL BE F.O.B.SHIPPING POINT. Sr.EMS Territory Manager
3.PRICES QUOTED ARE VALID FOR 60 DAYS. 800-242-9150,x9293
4.APPLICABLE TAX AND FREIGHT CHARGES ARE ADDITIONAL.
5.ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTANCE BY ZOLL.
6.FAX PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORTAT 978-421-0015
OR EMAIL TO ESALES @ZOLL.COM.
7.ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS.
8.PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com.
Dn
ZOLL QUOTATION GENERAL TERMS & CONDITIONS
9.LIMITATIONS OF LIABILITY.IN NO EVENT SHALL ZOLL MEDICAL CORPORATION BE LIABLE
1. ACCEPTANCE. This Quotation constitutes an offer by ZOLL Medical Corporation to sell to the FOR INDIRECT SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ZOLL MEDICAL
Customer the equipment (including a license to use certain software) listed in this Quotation and CORPORATIONS PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO THIS QUOTATION
described in the specifications either attached to or referred to in this Quotation(hereinafter referred to OR THE CONTRACT OR THE FURNISHING,PERFORMANCE,OR USE OF ANY EQUIPMENT OR
as Equipment).Any acceptance of such offer is expressly limited to the terms of this Quotation,including SOFTWARE SOLD HERETO, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF
these General Terms and Conditions.Acceptance shall be so limited to this Quotation notwithstanding(i) WARRANTY,THE NEGLIGENCE OF ZOLL MEDICAL CORPORATION OR OTHERWISE.
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 10.PATENT INDEMNITY.ZOLL Medical Corporation shall at its own expense defend any suit that may
of any purchase order,specification,or other document issued by the Customer.Any such document be instituted against the Customer for alleged infringement of any United States patents or copyrights
shall be wholly inapplicable to any sale made pursuant to this Quotation,and shall not be binding in any related to the parts of the Equipment or the Software manufactured by ZOLL Medical Corporation,
way on ZOLL Medical Corporation. provided that(i)such alleged infringement consists only in the use of such Equipment or the Software by
itself and not as a part of or in combination with any other devices or parts,(ii)the Customer gives ZOLL
Acceptance of this Quotation by the Customer shall create an agreement between ZOLL Medical Medical Corporation immediate notice in writing of any such suit and permits ZOLL Medical Corporation
Corporation and the Customer(hereinafter referred to as the"Contract"the terms and conditions of through counsel of its choice,to answer the charge of infringement and defend such suit,and(iii)the
which are expressly limited to the provisions of this Quotation including these Terms and Conditions.No Customer gives ZOLL Medical Corporation all requested information,assistance and authority at ZOLL
waiver change or modification of any of the provisions of this Quotation or the Contract shall be binding Medical Corporation's expense,to enable ZOLL Medical Corporation to defend such suit.
on ZOLL Medical Corporation unless such waiver, change or modification (i) is made in writing (ii)
expressly states that it is a waiver,change or modification of this Quotation or the Contract and(iii)is In the case of a final award of damages for infringement in any such suit,ZOLL Medical Corporation will
signed by an authorized representative of ZOLL Medical Corporation. pay such award,but it shall not be responsible for any settlement made without its written consent.
2. DELIVERY AND RISK OF LOSS. Unless otherwise stated, all deliveries shall be F.O.B. ZOLL Section 10 states ZOLL Medical Corporation's total responsibility and liability's,and the Customer's sole
Medical Corporation's facility.Risk of loss or damage to the Equipment shall pass to the Customer upon remedy for any actual or alleged infringement of any patent by the Equipment or the Software or any part
delivery of the Equipment to the carrier. thereof provided hereunder. In no event shall ZOLL Medical Corporation be liable for any indirect,
special,or consequential damages resulting from any such infringement.
3.TERMS OF PAYMENT.Unless otherwise stated in its Quotation payment by Customer is due thirty
(30)days after the ship date appearing on ZOLL Medical Corporation invoice.Any amounts payable 11. CLAIMS FOR SHORTAGE. Each shipment of Equipment shall be promptly examined by the
hereunder which remain unpaid after the date shall be subject to a late charge equal to 1.5%per month Customer upon receipt thereof.The Customer shall inform ZOLL Medical Corporation of any shortage in
from the due date until such amount is paid. any shipment within ten(10)days of receipt of Equipment.If no such shortage is reported within ten(10)
day period,the shipment shall be conclusively deemed to have been complete.
4.CREDIT APPROVAL.All shipments and deliveries shall at all times be subject to the approval of
credit by ZOLL Medical Corporation.ZOLL Medical Corporation may at any time decline to make any 12.RETURNS AND CANCELLATION.(a)The Customer shall obtain authorization from ZOLL Medical
shipment or delivery except upon receipt of payment or security or upon terms regarding credit or Corporation prior to returning any of the Equipment.(b)The Customer receives authorization from ZOLL
security satisfactory to ZOLL Medical Corporation. Medical Corporation to return a product for credit,the Customer shall be subject to a restocking charge
of twenty percent(20%)of the original list purchase price,but not less than$50.00 per product.(c)Any
S.TAXES&FEES.The pricing quoted in its Quotation do not include sales use,excise,or other similar such change in delivery caused by the Customer that causes a delivery date greater than six(6)months
taxes or any duties or customs charges, or any order processing fees.The Customer shall pay in from the Customers original order date shall constitute a new order for the affected Equipment in
addition for the prices quoted the amount of any present or future sales,excise or other similar tax or determining the appropriate list price.
customs duty or charge applicable to the sale or use of the Equipment sold hereunder(except any tax
based on the net income of ZOLL Medical Corporation),and any order processing fees that ZOLL may 13.APPLICABLE LAW.This Quotation and the Contract shall be governed by the substantive laws of
apply from time to time.In lieu thereof the Customer may provide ZOLL Medical Corporation with a tax the Commonwealth of Massachusetts without regard to any choice of law provisions thereof.
exemption certificate acceptable to the taxing authorities.
14.COMPLIANCE WITH LAWS.(a)ZOLL Medical Corporation represents that all goods and services
6.WARRANTY.(a)ZOLL Medical Corporation warrants to the Customer that from the earlier of the date delivered pursuant to the Contract will be produced and supplied in compliance with all applicable state
of installation or thirty(30)days after the date of shipment from ZOLL Medical Corporation's facility,the and federal laws and regulations,including the requirements of the Fair Labor Standards Act of 1938,as
Equipment(other than accessories and electrodes)will be free from defects in material and workmanship amended.(b)The Customer shall be responsible for compliance with any federal,state and local laws
under normal use and service for the period noted on the reverse side.Accessories and electrodes shall and regulations applicable to the installation or use of the Equipment furnished hereunder,and will obtain
be warranted for ninety (90) days from the date of shipment. During such period ZOLL Medical any permits required for such installation and use.
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 15. NON-WAIVER OF DEFAULT. In the event of any default by the Customer, ZOLL Medical
workmanship.If ZOLL Medical Corporation's inspection detects no defects in material or workmanship, Corporation may decline to make further shipments or render any further warranty or other services
ZOLL Medical Corporation's regular service charges shall apply.(b)ZOLL Medical Corporation shall not without in any way affecting its right under such order.If despite any default by Customer,ZOLL Medical
be responsible for any Equipment defect failure of the Equipment to perform any specified function,or Corporation elects to continue to make shipments its action shall not constitute a waiver of any default by
any other nonconformance of the Equipment caused by or attributable to(i)any modification of the the Customer or in any way affect ZOLL Medical Corporation's legal remedies regarding any such
Equipment by the Customer,unless such modification is made with the prior written approval of ZOLL default.No claim or right arising out of a breach of the Agreement by the Customer can be discharged in
Medical Corporation:(ii)the use of the Equipment with any associated or complementary equipment whole or in part by waiver or renunciation of the claim or right unless the waiver or renunciation is
accessory or software not specified by ZOLL Medical Corporation,or(iii)any misuse or abuse of the supported by consideration and is in writing signed by ZOLL Medical Corporation.
Equipment:(iv)exposure of the Equipment to conditions beyond the environmental,power or operating
constraints specified by ZOLL Medical Corporation,or(v)installation or wiring of the Equipment other 16.ASSIGNMENT.This Quotation,and the Contract,may not be assigned by the Customer without the
than in accordance with ZOLL Medical Corporation's instructions.(c)Warranty does not cover items prior written consent of ZOLL Medical Corporation,and any assignment without such consent shall be
subject to normal wear and burnout during use,including but not limited to lamps,fuses,batteries,cables null and void.
and accessories. (d) The foregoing warranty does not apply to software included as part of the
Equipment(including software embodied in read-only memory known as"firmware").(e)The foregoing 17.TITLE TO PRODUCTS.Title to right of possession of the products sold hereunder shall remain with
warranty constitutes the exclusive remedy of the Customer and the exclusive liability of ZOLL Medical ZOLL Medical Corporation until ZOLL Medical Corporation delivers the Equipment to the carrier and
Corporation for any breach of any warranty related to the Equipment supplied hereunder. THE agrees to do all acts necessary to perfect and maintain such right and title in ZOLL Medical Corporation.
WARRANTY SET FORTH HEREIN IS EXCLUSIVE AND ZOLL MEDICAL CORPORATION Failure of the Customer to pay the purchase price for any product when due shall give ZOLL Medical
EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL, IMPLIED, OR Corporation the right,without liability to repossess the Equipment,with or without notice,and to avail
STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR itself of any remedy provided by law.
FITNESS FOR A PARTICULAR PURPOSE.
18.EQUAL EMPLOYMENT OPPORTUNITY/AFFIRMATIVE ACTION.
7.SOFTWARE LICENSE.(a)All software(the"Software"which term shall include firmware)included as VETERAN'S EMPLOYMENT-If this order is subject to Executive Order 11710 and the
part of the Equipment is licensed to Customer pursuant to a nonexclusive limited license on the terms rules,regulations,or orders of the Secretary of Labor issued thereunder the contract clause as set forth
hereinafter set forth,(b)Customer may not copy,distribute,modify,translate or adapt the Software,and at 41 CFR 60-250.4 is hereby included as part of this order.
may not disassemble or reverse compile the Software,or seek in any manner to discover,disclose or
use any proprietary algorithms,techniques or other confidential information contained therein, (c)All EMPLOYMENT OF HANDICAPPED - if this order is subject to Section 503 of the
rights in the Software remain the product of ZOLL Medical Corporation,and Customer shall have no right Rehabilitation Act of 1973,as amended and the rules,regulations or orders of the Secretary of Labor as
or interest therein except as expressly provided herein.(d)Customer's right to use the Software may be issued thereunder,the contract clause at 41 CFR 60-741.7 is hereby included as part of this order.
terminated by ZOLL Medical Corporation in the event of any failure to comply with terms of this
quotation,(e)Customer may transfer the license conferred hereby only in connection with a transfer of EQUAL OPPORTUNITY EMPLOYMENT - if this order is subject to the provisions of
the Equipment and may not retain any copies of the Software following such transfer.(f)ZOLL Medical Executive Order 11246,as amended,and the rules, regulations or orders of the Secretary of Labor
Corporation warrants that the read-only memory or other media on which the Software is recorded will be issued thereunder,the contract clause set forth at 41 CFR 60-1.4(a)and 60-1 A(b)are hereby included
free from defects in materials and workmanship for the period and on terms set forth in section 6.(g) as a part of this order and Seller agrees to comply with the reporting requirements set forth at 41 CFR
Customer understands that the Software is a complex and sophisticated software product and no 60-1.7 and the affirmative action compliance program requirements set forth as 41 CFR 60-1.40.
assurance can be given that operation of the Software will be uninterrupted or error-free,or that the
Software will meet Customer's requirements. Except as set forth in section 7(f), ZOLL MEDICAL 19. VALIDITY OF QUOTATION. This Quotation shall be valid and subject to acceptance by the
CORPORATION MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE Customer,in accordance with the terms of Section 1 hereof for the period set forth on the face hereof.
SOFTWARE AND IN PARTICULAR DISCLAIMS ANY IMPLIED WARRANTIES OR After such period,the acceptance of this Quotation shall not be binding upon ZOLL Medical Corporation
MERCHANTABILITY OR FITNESS OF A PARTICULAR PURPOSE WITH RESPECT THERETO. and shall not create a contract,unless such acceptance is acknowledged and accepted by ZOLL Medical
Customers exclusive remedy for any breach of warranty or defect relating to the Software shall be the Corporation by a writing signed by an authorized representative of ZOLL Medical Corporation.
repair or replacement of any defective read-only memory or other media so that it correctly reproduces
the Software. This License applies only to ZOLL Medical Corporation Software. 20.GENERAL. Any Contract resulting from this Quotation shall be governed by and interpreted in
accordance with the laws of the Commonwealth of Massachusetts. This constitutes the entire
8.DELAYS IN DELIVERY.ZOLL Medical Corporation shall not be liable for any delay in the delivery of agreement between Buyer and Supplier with respect to the purchase and sale of the Products described
any part of the Equipment if such delay is due to any cause beyond the control of the ZOLL Medical in the face hereof, and only representations or statements contained herein shall be binding upon
Corporation including,but not limited to acts of God,fires,epidemics,floods,riots,wars,sabotage,labor Supplier as a warranty or otherwise. Acceptance or acquiescence in the course of performance
disputes, governmental actions, inability to obtain materials, components, manufacturing facilities or rendered pursuant hereto shall not be relevant to determine the meaning of this writing even though the
transportation or any other cause beyond the control of ZOLL Medical Corporation. In addition ZOLL accepting or acquiescing party has knowledge of the nature of the performance and opportunity for
Medical Corporation shall not be liable for any delay in delivery caused by failure of the Customer to objection. No addition to or modification of any of the terms and conditions specked herein shall be
provide any necessary information in a timely manner. In the event of any such delay,the date of binding upon Supplier unless made in writing and signed by a duly authorized representative of Supplier.
shipment or performance hereunder shall be extended to the period equal to the time lost by reason of The terms and conditions specified shall prevail notwithstanding any variance from the terms and
such delay. In the event of such delay ZOLL Medical Corporation may allocate available Equipment conditions of any order or other form submitted by Buyer for the Products set forth on the face of this
among its Customers on any reasonable and equitable basis. The delivery dates set forth in this Agreement. To the extent that this writing may be treated as an acceptance of Buyer's prior offer,such
Quotation are approximate only and ZOLL Medical Corporation shall not be liable for or shall the acceptance is expressly made conditional on assent by Buyer to the terms hereof,and,without limitation,
Contract be breached by,any delivery by ZOLL Medical Corporation within a reasonable time after such acceptance of the goods by Buyer to the terms hereof,and,without limitation,acceptance of the goods
dates. by Buyer shall constitute such assent. All cancellations and reschedules require a minimum of thirty(30)
days notice.
0 0
7011 Merural Cnrnnratinn
RIDER TO PURCHASE ORDER
This is a rider ("Rider') to the November _, 2013 Purchase Order ("Purchase Order')
between the VILLAGE OF OAK BROOK ("Village') and ZOLL MEDICAL
CORPORATION ("Zoll').
SECTION 1. ACCEPTANCE OF TERMS AND CONDITIONS.
Zoll acknowledges and accepts the terms and conditions that are on the back of the
Purchase Order except to the extent those terms and conditions conflict with the terms and
conditions in this Rider. To the extent that any of the terms and conditions on the back of the
Purchase Order conflict with any provisions in this Rider, the provisions of this Rider control.
SECTION 2. SALE OF THE EQUIPMENT.
A. Zoll hereby sells to the Village, and the Village hereby purchases from
Zoll, all of the equipment described in the Purchase Order (collectively, "Equipment'�. Zoll
shall insure the Equipment to cover loss or damage in shipping for an amount that is no less than
the full retail value of the Equipment. Zoll shall deliver the Equipment no later than December
30, 2013.
B. Zoll bears all risk of loss, injury, or destruction of Equipment until
acceptance by the Village. No loss, injury, or destruction will release Zoll from any obligations
hereunder. Damaged Equipment will not be accepted. The Village shall not be deemed to have
accepted the Equipment until is fully installed and the Village has inspected and tested the
Equipment. Notwithstanding any conflicting herein, the Village shall have the right to inspect the
Equipment for at least 14 days after installation.
SECTION 3. REPRESENTATIONS AND WARRANTIES.
Zoll hereby represents and warrants that:
A. The Equipment will be new, and free of defects in materials,
workmanship, and design;
B. The Equipment, and any software included as part of the Equipment
("Software'), is suitable for, and will perform in accordance with, its intended purpose;
C. The Equipment assembled or built by Zoll shall be built using first-rate
materials and parts, and shall be assembled and designed in a professional manner, using the
degree of care and skill ordinarily exercised by, and consistent with, the leading firms in the
industry;
D. Notwithstanding any manufactures' warranties that may apply to the
Equipment, the Equipment shall be free of defects in materials, workmanship, and design, and
will perform in accordance with its intended purpose for a period of not less than one year from
the date of installation ("Warranty Period');
E. During the Warranty Period, Zoll shall provide to the Village, without
additional charge, any and all routine Software changes and updates intended to provide general
improvements to the performance of the Software that are: (1) announced by Zoll, the company
that provided the Software to Zoll, the developer of the Software; or (2) required to comply with
applicable federal statutes and regulations;
F. The Software is compatible with the Equipment;
G. The Software and any updated provided pursuant to Section 3.E of this
Rider are free of viruses and any other programming that could impair the Village's use of the
Software or Equipment;
H. Zoll has the full right, title, and interest in the Software or is authorized to
license the Software to the Village; and
I. Zoll hereby agrees to pass through or assign to the Village any third-party
warranties which Zoll receives in connection with the Equipment and Software.
SECTION 4. COST AND FEES.
A. The Total amount paid by the Village for the Equipment, Software, and
any other items or services listed in the Purchase Order shall not exceed $107,154.80
("Agreement Amount'). No claim for additional compensation shall be valid unless made in
accordance with Sections 4.13 and 4.0 of this Rider. Zoll acknowledges and agrees that the
Agreement Amount includes all applicable federal, state, and Village taxes of every kind and
nature applicable to the Equipment and Software, as well as all taxes, contributions, and
premiums for unemployment insurance, old age or retirement benefits, pensions, annuities, or
similar benefits, and all costs, royalties, and fees arising from the use on, or the incorporation
into, the Equipment, Software, of patented or copyrighted equipment, materials, supplies, tools,
appliances, devices, processes, or inventions. All claims or rights to claim additional
compensation by reason of the payment of any such tax, contribution, premium, cost, royalty, or
fee are hereby waived and released by Zoll.
B. The Parties acknowledge and agree that the Agreement Amount shall not
increase without the prior express written consent of each of the Parties.
C. Zoll shall not implement or provide any additional equipment, licenses, or
services outside the scope of the Purchase Order and this Rider prior to: (1) delivery by Zoll to
the Village of a written proposal, including costs and fees, for the additional equipment, licenses,
or services; and (2) receipt of prior written consent by the Village of the proposal.
SECTION 5. INDEMNIFICATION.
Zoll shall, without regard to the availability or unavailability of any insurance of the
Village, indemnify the Village, and its respective officers, members, officials, employees, agents,
attorneys, and representatives against, and hold the Village, and its respective officers, members,
officials, employees, agents, attorneys, and representatives, harmless from, any and all third
party lawsuits, claims, demands, damages, liabilities, losses, and expenses (including reasonable
attorneys' fees and administrative expenses), that may be sustained or incurred as a result of or in
connection with Zoll's performance of, or failure to perform, its obligations under the Purchase
Order and this Rider, whether or not due or claimed to be due in whole or in part to the active,
passive, or concurrent negligence or willful misconduct of Zoll, but not including third party
lawsuits, claims, demands, damages, liabilities, losses, and expenses (including reasonable
attorneys' fees and administrative expenses) sustained or incurred solely as a result of the gross
negligence or willful misconduct of the Village. Zoll's obligations required pursuant to this
Section 5 shall survive the termination of the Purchase Order and this Rider.
SECTION 6. ENFORCEMENT.
A. The Parties may, in law or in equity, by suit, action, mandamus, or any
other proceeding, enforce the Purchase Order and this Rider.
B. In the event of a judicial proceeding brought by a Party against the other
Party, the prevailing Party in such judicial proceeding shall be entitled to reimbursement from
the unsuccessful Party of all costs and expenses, including reasonable attorneys' fees, incurred in
connection with such judicial proceeding.
C. Zoll acknowledges and agrees that no elected or appointed official, agent,
representative, employee or attorney of the Village shall be personally liable, in law or in
contract, to Zoll as the result of the execution of this Agreement.
SECTION 7. General Provisions.
A. Notices. All notices required or permitted to be given under this
Agreement shall be given by the Parties by (i) personal delivery, (ii) deposit in the United States
mail, enclosed in a sealed envelope with first class postage thereon, or (iii) deposit with a
nationally recognized overnight delivery service, addressed as stated in this Section. The address
of any Party may be changed by written notice to the other Party. Any mailed notice shall be
deemed to have been given and received within three days after the same has been mailed and
any notice given by overnight courier shall be deemed to have been given and received within 24
hours after deposit. Notices and communications to the Parties shall be addressed to, and
delivered at, the following addresses:
If to the Village: Village of Oak Brook
1200 Oak Brook Road
Oak Brook, IL 60523
Attention: Village Manager
If to Zoll: Zoll Medical Corporation
Attention:
B. Time of the Essence. Time is of the essence in the performance of all
terms and provisions of the Purchase Order and this Rider.
C. Rights Cumulative. Unless expressly provided to the contrary in this
Rider, each and every one of the rights, remedies, and benefits provided by this Rider shall be
cumulative and shall not be exclusive of any other rights, remedies, and benefits allowed by law.
D. Binding Effect. The Purchase Order and this Rider and the privileges,
obligations, and provisions contained in the Purchase Order and this Rider shall inure to the
benefit of, and be binding upon, the Village, Zoll, and their heirs, personal representatives, and
successors.
E. Assignment. Neither the Village nor Zoll shall assign the Purchase Order
or this Rider, in whole or in part, or any of its rights or obligations under the Purchase Order or
this Rider, without the prior express written approval of the other Party, which approval may be
withheld in the sole and unfettered discretion of the other Party.
F. Consents. Unless otherwise provided in this Rider, whenever the consent,
permission, authorization, approval, acknowledgement, or similar indication of assent of any
Party, or of any duly authorized officer, employee, agent, or representative of any Party, is
required in this Agreement, the consent, permission, authorization, approval, acknowledgement,
or similar indication of assent shall be in writing.
G. Waiver. A waiver by a party of a breach by the other party to the
Purchase Order or this Rider of any covenant or condition of the Purchase Order or this Rider
shall not impair the right of the party or parties not in default to avail itself or themselves of any
subsequent breach thereof. Leniency, delay, or failure of the party or parties to insist upon strict
performance of any agreement, covenant, or condition of the Purchase Order or this Rider, or to
exercise any right within the Purchase Order or this Rider given in any one or more instances,
shall not be construed as a waiver or relinquishment of any such agreement, covenant, condition,
or right.
H. Governing Law and Venue. The Purchase Order and this Rider shall be
governed by, construed, and enforced in accordance with the laws of the State of Illinois. All
judicial actions relating to any interpretation, enforcement, dispute resolution or any other aspect
of the Purchase Order and this Rider shall be brought in the Circuit Court of the State of Illinois,
DuPage County, Illinois. Any matter brought pursuant to the jurisdiction of the federal courts
shall be brought in the United States District Court of the Northern District of Illinois.
I. Severability. It is hereby expressed to be the intent of the Parties that
should any provision, covenant, agreement, or portion of the Purchase Order or this Rider, or
their application to any person or property be held invalid by a court of competent jurisdiction,
the remaining provisions of the Purchase Order and this Rider and the validity, enforceability,
and application to any person or property shall not be impaired thereby, but the remaining
provisions shall be interpreted, applied, and enforced so as to achieve, as near as may be, the
purpose and intent of the Purchase Order and this Rider to the greatest extent permitted by
applicable law.
J. Entire Agreement. The Purchase Order and this Rider constitute the entire
agreement of the Parties relative to the subject matter of the Purchase Order and this Rider,
expressly superseding all prior agreements and negotiations between and among the Parties,
whether written or oral, relating to the subject matter of the Purchase Order and this Rider.
K. Interpretation. The Purchase Order and this Rider shall be construed
without regard to the identity of the Party who drafted the various provisions of the Purchase
Order and this Rider. Moreover, each and every provision of the Purchase Order and this Rider
shall be construed as though both Parties participated equally in the drafting of the Purchase
Order and this Rider. As a result of the foregoing, any rule or construction that a document is to
be construed against the drafting party shall not be applicable to the Purchase Order and this
Rider.
L. Conflicts. In the event of a conflict between the terms of the Purchase
Order and the terms of this Rider, the terms of this Rider shall control. The Parties acknowledge
and Agree that that any terms and conditions contained in, or attached to, Zoll's quotations do not
apply to the Village's purchase of the Equipment and Software from Zoll.
M. Amendments and Modifications. No amendment or modification to the
Purchase Order and this Rider shall be effective until it is reduced to writing and approved and
executed by the Village and Zoll in accordance with all applicable statutory procedures.
N. Changes in Laws. Unless otherwise provided in this Rider, any reference
to existing law in the Purchase Order and this Rider shall be deemed to include any
modifications of, or amendments to, existing law that may occur in the future.
O. No Third Party Beneficiaries. No claim as a third party beneficiary under
the Purchase Order and this Rider by any person, firm, or corporation shall be made, or be valid,
against the Village or Zoll.
P. Force Majeure. Neither Party shall have any liability to the other Party for
any failure to perform, or for any cancellation in connection with the performance of any
obligations hereunder, if such failure or cancellation is due to, or in any manner caused by, the
laws, regulations, acts, demands, orders, or interpositions of any government, or by strikes, fire,
flood, weather, war, terrorism, rebellion, insurrection, or any other causes beyond the control of
either party, whether similar or dissimilar to the foregoing.
Q. Counterpart Signatures. This Rider may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, Village and Zoll have hereunto set their hands to this Rider
as of this day of November, 2013.
VILLAGE OF OAK BROOK ZOLL MEDICAL CORPORATION
By: By:
Gopal Lalmalani, Village President
Printed name:
By' Title:
Charlotte Pruss, Village Clerk