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R-1580 - 07/12/2016 - FIRE DEPARTMENT - Resolutions Supporting Documents ITEM 6.13.8) vG� OF 0AIr�90 0 co e � e G 0 v CF COUN'01 AGENDA ITEM Regular Board of Trustees Meeting July 12,2016 SUBJECT: Award of Contract—Zoll X Series Manual Monitor/Defibrillator FROM: Barry Liss, Fire Chief fr- BUDGET SOURCE/BUDGET IMPACT: $35,200 found in Emergency Medical Services, Equipment Replacement 731-90200. RECOMMENDED MOTION: I move that the Village Board waive further bidding, since National Purchasing Partners, a cooperative purchasing entity, has already conducted the bid process, with an additional cooperative volume purchasing discount provided through the local efforts of Silver Cross Emergency Medical Services, representing local area affiliates and issue a purchase order to Zoll Medical Corporation, Chelmsford, MA, for one (1) X Series Manual Monitor/Defibrillator plus accessories, for a net amount after trade-in, of $30,277.88. Additionally, that $4,922.12 be authorized to purchase the necessary mounting brackets from a different vendor. Background/History: Cardiac monitoring, electrocardiogram (ECG) interpretation and the ability to quickly deliver a therapeutic dose of electrical current(defibrillation)to a life-threatening cardiac dysrhythmia is a fundamental Advanced Life Support(ALS) skill that is frequently used in the pre-hospital setting by paramedics. Effective cardiac monitoring of a potential cardiac patients heart rhythm,the ability to detect changes that could be life-threatening, and the capability of providing early defibrillation are of the utmost importance toward a favorable outcome of a sudden cardiac related illness, heart attack or cardiac arrest. Our paramedics are taught how to interpret and properly treat a wide variety of cardiac rhythms in an attempt to stabilize the patient prior to being transported to the hospital. Providing that level of care requires the use of very specialized equipment, such as our technically advanced monitor/defibrillators. The "Zoll" brand monitor/defibrillators are currently owned and operated by the department. They have been previously evaluated and compared against other manufactured models and brands, and are continuously determined to be a favored device providing extremely reliable, dependable and effective service with state-of-the-art functionality. In our ability to provide the highest level of care, it is critical that we maintain similarity and functionality of our specialized equipment,thereby guaranteeing our personnel will be knowledgeable and comfortable when operating on the scene of an emergency. Satisfied with the quality and ease of operation,the "Zoll"monitor/defibrillator is a well known and respected product worldwide in the pre-hospital and hospital setting, as well as the military. Our oldest unit, purchased in 2003 has reached and exceeded its useful life span. As part of our ongoing commitment to our capital equipment improvement program, in conjunction with the recommendation of the products manufacturer, advancements in the level of prescribed treatment and improvements in today's software and hardware components, it has become necessary for the replacement of the existing unit. Unlike the older model,the new monitor/defibrillator will provide similar features but with the addition of transcutaneous pacing capable, measuring oxygen saturation(SpO2), carbon monoxide saturation(SpCO), end tidal carbon monoxide (ETCO2), 12-Lead ECG capable, and automatic blood pressure monitoring. Taking full advantage of cooperative purchasing, consortium bidding and pricing conducted and received through National Purchasing Partners represents a 20%discount from the manufacturer's list price. Additionally, as a local affiliate, we are able to take advantage of an area wide volume discounting cooperative spearheaded by the Silver Cross Emergency Medical System located in New Lenox Illinois representing an additional 8%discount for a total discounted price of 28%. Delivery is expected approximately 30-45 days upon receipt of the order. Additionally,the older unit represents a trade-in value of$1,000,which has been applied to the total purchase price of the quote. Lastly,there will be a need to purchase the necessary mounting brackets not to exceed the remaining budgeted fund balance. Recommendation: That the Village Board waive further bidding, since National Purchasing Partners already conducted the bid process, and taking advantage of a cooperative volume purchase through the Silver Cross Emergency Medical Services, issue a purchase order to Zoll Medical Corporation, Chelmsford,MA, for one X Series Manual Monitor/Defibrillator plus accessories in the amount of$30,277.88 pending final attorney review. Additionally, an amount not to exceed $4,922.12 is authorized to purchase the necessary mounting brackets from a vendor to be appropriately determined. ZOLL Medical Corporation 0 L L 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 QUOTATION 219687 V Attn: Bob Micek :1 DATE: June 17,2016 email: bmicekanoak-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 1 6 01- 2 2 3 1 01 1- 01 X Series®Manual Monitor/Defibrillator $14,995 1 $40,020.00 $28,814.40 $28,814.40 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. Arles 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 Technology: $2,550 This quote is made subject to ZOLL's standard commercial terms and conditions(ZOLL T's+C's)which page 1 Subtotal 28,814.40 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 RO unless set forth in or referenced by either document. Kyle Sears 1.DELIVERY WILL BE MADE 60-90 DAYS AFTER RECEIPT OF ACCEPTED PURCHASE ORDER. Territory Manager 2.PRICES QUOTED ARE VALID FOR 60 DAYS. 708-466-8172 3.APPLICABLE TAX,SHIPPING&HANDLING WILL BE ADDED AT THE TIME OF INVOICING. 4.ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTABLE BY ZOLL. 5.FAX PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT 978-421-0015 OR EMAIL TO ESALES @ZOLL.COM. 6.ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS. 7.PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com. ZOLL Medical Corporation OLL(RI 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 219687 V:1 DATE: June 17,2016 email: bmiceMoak-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 Masimo Pulse O)dmetry 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 Dlo)dde monitoring(ETCO2) $4,995 Oridlon Microstream Technology: Order required Microstream tubing sets separately Interpretative 12-Lead ECG: $8,450 • 12-Lead one step ECG cable-includes 4-Lead limb lead cable and removable precordial 6-Lead set 2 8 0 0 0- 0 3 41 SpO2/SpCO/SpMet Rainbow Resuable Patient 1 $245.00 $176.40 $176.40 Cable:Connects to Single Use Sensors(4 ft) 3 8000- 000371 Sp021SpCO/SpMet Rainbow DCI Adult Reusable 1 $845.00 $608.40 $608.40 Sensor with connector(3 ft) 4 8000- 0895 Cuff IGt with Welch Allyn Small Adult,Large Adult and 1 $157.50 $113.40 $113.40 ThMh Cuffs This quote is made subject to ZOLL's standard commercial terms and conditions(ZOLL T's+C's)which page 2 Subtotal $29,712.60 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 QUOTED ARE VALID FOR 60 DAYS. Territory Manager 3.APPLICABLE TAX,SHIPPING&HANDLING WILL BE ADDED AT THE TIME OF INVOICING. 708-466-8172 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. ZOLL Medical Corporation Worldwide HeadQuarters OLL0 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 219687 VA DATE: June 17,2016 email: bmicek0oak-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 5 8 0 0 0- 0 5 8 0- 0 1 Sb(hour rechargeable Smart battery 2 $495.00 $356.40 $712.80 6 8300- 0524- 01 Smart CapnoUne Plus 02 Adult(02 tubing),Case of 2 $355.00 $255.60 $511.20 25 7 8900- 0402 CPR statpadz HVP Multi-Function CPR Electrodes-1 6 $75.00 $54.00 $324.00 pair 8 8 0 0 0- 0 0 0 9 0 1- 01 ECG plain white paper-80mm(pack of 6 rolls) 1 $24.00 $17.28 $17.28 9 4 0 0 1- 9 9 3 4 ZOLL M-Series Biphasic w/Padng,12 lead+3 1 ($1,000.00) ($1,000.00) pa.!rmeters or more(Indudes CCT)Trade-In This quote is made subject to ZOLL's standard commercial terms and conditions(ZOLL T's+C's)which page 3 Subtotal $30,277.88 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 QUOTED ARE VALID FOR 60 DAYS. Territory Manager 3.APPLICABLE TAX,SHIPPING&HANDLING WILL BE ADDED AT THE TIME OF INVOICING. 708-466-8172 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. D --I ZOLL Medical Corporation OL L 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 219687 VA DATE: June 17,2016 email: bmicek(ftak-brook.ora 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 "Trade in value is only guaranteed through June 30, 2016:" —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. "Pricing good with a signed execution of the Silver Cross Emergency Medical System Pricing contract." "Initial order must be accompanied by a copy of signed Silver Cross EMS Contract. This quote is made subject to ZOLL's standard commercial terms and conditions(ZOLL T's+C's)which TOTAL7 $30,277.88 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 QUOTED ARE VALID FOR 60 DAYS. 708-466-8172 Territory Manager Territory 3.APPLICABLE TAX,SHIPPING&HANDLING WILL BE ADDED AT THE TIME OF INVOICING. 4.ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTABLE BY ZOLL. 5.FAX PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT 978-421-0015 OR EMAIL TO ESALES @ZOLL.COM. 6.ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS. 7.PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com. `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 5.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 Customer's 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 60-1.4(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 Customer's 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 20.GENERAL. An Contract resulting from this Quotation shall be governed by and interpreted in the Software. This License applies only to ZOLL Medical Corporation Software. y g 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 specified 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 no 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. o,rt 701 1 MPrliral Cnrnnratinn RESOLUTION 2016-FD-PG-EQ-R-1580 A RESOLUTION APPROVING THE WAIVER OF COMPETITIVE BIDDING AND AUTHORIZING THE PURCHASE OF A MONITOR/DEFIBRILLATOR 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 a 2003 monitor/defibrillator used in Village ambulances (collectively, "Replacement Equipment"); and WHEREAS, the 2016 budget includes: (i) $35,200 for emergency medical services and equipment replacement; 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 $35,200; 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 $35,200 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 2016-FD-PG-EQ-R-1580 Approving the Purchase of Monitors and Defibrillators Page 2 of 2 APPROVED THIS 12th day of July, 2016. Gopal G. Lalmalani Village President PASSED THIS 12th day of July, 2016. Ayes: Nays: Absent: ATTEST: Charlotte K. Pruss Village Clerk