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Home My WebLink About20-135 Resolution No. 20-135 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH ZOLL MEDICAL CORPORATION FOR THE PURCHASE OF A X-SERIES CARDIAC MONITOR AND ASSOCIATED HARDWARE COMPONENTS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that an exception to the requirements of the procurement ordinance is necessary and in the best interest of the city; and BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute a Purchase Agreement on behalf of the City of Elgin with ZOLL Medical Corporation, for the purchase of a X-series cardiac monitor and associated hardware components, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: : October 28, 2020 Adopted: : October 28, 2020 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk PURCHASE AGREEMENT THIS PURCHASE AGREEMENT ("Agreement") is hereby made and entered into this 28th day of October 2020, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and ZOLL Medical Corporation, a Massachusetts corporation, (hereinafter referred to as "ZOLL" or "Seller"). NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: 1. PURCHASE. City shall purchase, and ZOLL shall sell the goods and/or services described by Attachment A, attached hereto and made a part hereof. 2. TERMS. The terms of sale are governed by the National Purchasing Partners agreement number PS20200 and dated 6/8/2020 (NPP) incorporated herein by reference and as provided by Attachment A, attached hereto and made a part hereof. 3. LAW/VENUE. This agreement is subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this agreement shall be the Circuit Court of Kane County, Illinois. ZOLL hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this agreement or the subject matter hereof; and ZOLL agrees that service by first class U.S. mail to shall constitute effective service. Both parties hereto waive any rights to a jury. 4. NO MODIFICATION. There shall be no modification of this agreement, except in writing and executed with the same formalities as the original. 5. MERGER. This agreement embodies the whole agreement of the parties. There are no promises, terms, conditions or obligations other than those contained herein, and this agreement shall supersede all previous communications, representations or agreements, either verbal, written or implied between the parties hereto. 6. INTEREST. ZOLL hereby waives any and all claims or rights to interest on money claimed to be due pursuant to this agreement, and waives any and all such rights to interest to which it may otherwise be entitled pursuant to law, including, but not limited to, pursuant to the Local Government Prompt Payment Act (50 ILCS 505/1, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1, et seq.), as amended. The provisions of this paragraph shall survive any expiration, completion and/or termination of this agreement. 7. SEVERABILITY. The terms of this agreement shall be severable. In the event any of the terms or the provisions of this agreement are deemed to be void or otherwise unenforceable for any reason, the remainder of this agreement shall remain in full force and effect. 8. COMPLIANCE WITH LAW. Notwithstanding any other provision of this agreement, it is expressly agreed and understood that in connection with the performance of this agreement, ZOLL shall comply with all applicable federal, state, city and other requirements of law, including, E N V296844 70-0923-AC B E-7198-E E D F 09/29/2020 12:23 PM EDT but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, ZOLL hereby certifies, represents and warrants to the City that all of ZOLL's employees and/or agents who will be providing products and/or services with respect to this agreement shall be legally authorized to work in the United States. ZOLL shall also, at its expense, secure all permits and licenses, pay all charges and fees, and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this agreement. The City shall have the right to audit any records, once annually by request, in the possession or control of ZOLL to determine ZOLL's compliance with the provisions of this section. In the event the City proceeds with such an audit, ZOLL shall make available to the City ZOLL's relevant records at no cost to the City. City shall pay any and all costs associated with any such audit. 9. EXECUTION. This agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. For the purposes of executing this agreement, any signed copy of this agreement transmitted by fax machine or e-mail shall be treated in all manners and respects as an original document. The signature of any party on a copy of this agreement transmitted by fax machine or e-mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this agreement shall be considered to have the same binding legal effect as an original document. At the request of either party any fax or e-mail copy of this agreement shall be re-executed by the parties in an original form. No party to this agreement shall raise the use of fax machine or e-mail as a defense to this agreement and shall forever waive such defense. 10. CONFLICT. In the event of any conflict between the terms of NPP and the provisions of this Agreement and Attachment A hereto, the terms and provisions of this Agreement shall supersede and control. In the event of any conflict between the terms of this Agreement and Attachment A hereto, the terms and provisions of this agreement shall supersede and control. 11. PAYMENT. City shall pay the total sum of $24,000 within thirty (30) days receipt of invoice. The aforementioned total sum is inclusive of all freight, shipping and applicable taxes. 12. DELIVERY. Vendor will use commercially reasonable efforts to deliver the Equipment within 120-150 days after receipt of order ("ARO") for capital equipment, 30 days ARO for accessories, 7-10 days ARO for disposables. 13. LIMITATION OF DAMAGES. In no event shall City be liable for any monetary damages in excess of the purchase price contemplated by this agreement. In no event shall either party be liable to the other party for any consequential, special or punitive damages, or any damages resulting from loss of profit. 14. TRANSFER OF TITLE/RISK. Transfer of title, and risk of loss shall pass to the City upon delivery of the goods. All transportation and delivery shall be at ZOLL's sole expense. 15. INDEMNIFICATION. ZOLL agrees to and shall indemnify, defend and hold harmless the City, its officers, employees, boards and commissions from and against all third party claims, suits, judgments, costs, reasonable attorney's fees, damages or other relief or liability to the extent 2 ENV 29684470-092 3-AC B E-7198-E E D F 09/29/2020 12:23 PM EDT directly resulting from wrongful or negligent acts or omissions by ZOLL or ZOLL's officers, employees, agents or subcontractors in the performance of this agreement, including but not limited to, all goods delivered or services or work performed hereunder. In the event of any action against the City, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of ZOLL's choosing. The City shall agree that any indemnification shall be conditioned on the City providing ZOLL prompt written notice of any claim, cooperating with ZOLL in the defense of any claim, and giving ZOLL sole control of the defense, negotiations, and settlement of any claim. ZOLL shall not be responsible for any settlement of a claim that it does not approve in writing. 16. WAIVER. Neither party hereto shall be responsible for any consequential, indirect, punitive or incidental damages for any reason whatsoever. Any delay or failure to enforce any rights by either party arising out of or pursuant to this Agreement shall not constitute, and shall not be construed as, a waiver of any such rights. The person signing this Agreement certifies that s/he has been authorized by the Seller to commit the Seller contractually and has been authorized to execute this Agreement on its behalf. IN WITNESS WHEREOF, the parties have hereto set their hands the day and year first above written. ZOLL MEDICAL CORPORATION CI GIN Kurt Sandstrom et9/' Print Name Richard . Koza , City nager Atte : Signature 011'46A' 14Y Group Vice President,North American EMS Sales City Clerk Title F:\Legal Dept\Agreement\Purchase agreement-Zoll Medical Corporation-9-2I-20.docx 3 ENV 296844 70-092 3-AC B E-7198-E E D F 09/29/2020 12:23 PM EDT ATTACHMENT A — 0 —I —le Remit To: i Invoice ZOLL Medical Corporation i _ PO Box 27028 ! Invoice Seq PO Number Worldwide Headquarters New York NY 10087-7028 I 355277 ] I Michael Oine 269 Mill Road Phone: 978-421-9655 I llI I_—_ 1 Chelmsford,MA 01824-4105 Toll Free: 800-348-9011 Bill To Ship To Attn: MICHAEL OINE ELGIN FIRE DEPARTMENT _ ELGIN FIRE DEPARTMENT 550 SUMMIT STREET 550 SUMMIT STREET ELGIN, IL 60120 ELGIN, IL 60120 Payment Terms Inv Date Due Date Sales Order Number Customer Number NET 30 DAYS i 08-SEP-20 I 08-OCT-20 { Ship Date Ship Via Shipping Reference Sales Person I---- _ GUIBORD, CAROLINE - Item Description QTY Unit Price Amount i 1 601-2231011-01 X SERIES MONITOR/DEFIBRILLATOR 1 32,816.40 32,816.40 2 8000-0341 Sp02/SpCO/SpMet Rainbow Reusable Patient Cable(4ft) 1 168.75 168.75 3 8000-000371 Sp02/SpCO/SpMet Rainbow DCI Adult Reusable Sensor(3ft) 1 340.30 340.30 4 8000-000372 Sp02/SpCO/SpMet Rainbow DCI Adult Reusable Sensor Pedi 1 364.90 364.90 5 8000-0580-01 Six hour rechargeable Smart battery 1 420.75 420.75 6 ^8000-002005-01 Cable Sleeve,Propaq/X Series ZOLL Blue 1 40.96 40.96 7 8000-0895 Cuff Kit with Welch Allyn Sm Adult,Lg Adult and thigh cuffs 1 133.88 133.88 8 Reuse-07-2MQ Reuse-07-2MQ Cuff,Infant,2-Tube,twist lock connector 1 44.63 44.63 9 Reuse-08-2MQ Reuse-08-2MQ Cuff,Sm Child,2-Tube,twist lock connector 1 44.63 44.63 10 Reuse-09-2MQ Cuff,Child,2-Tube,twist lock connector _ 1, 44.63 44.63 -1 8300-000676 OneStep Cable,X Series 1 348.50 348.50 _ 12 8009-0020 CPR-D Padz and CPR Stat Padz Connector for R Series 1 393.75 - 393.75 13 8900-000219-01 OneStep Pediatric CPR Electrode(1 Pair) 1 91.88 91.88 14_ 6008-9901 e _ZOLL X Series Trade-in_ `— 1 -11,253.96 -11,253.96 Remit to: ZOLL Medical Corporation Sub-Total: ! 24,000.00 PO Box 27028 Tax Total: !: 0.00 NEW YORK NY 10087-7028 Invoice Total: 24,000.00 Currency: USD MasterCard,Visa and American Express gladly accepted. TAX REGISTRATION NUMBER:04-2711626 All discounts off list price are contingent upon payment within agreed upon terms. Any invoice discrepencies must be reported to ZOLL in writing within 7 business days of receipt. Otherwise,the customer deems all charges,terms and conditions valid. For invoice terms and conditions go to-http://www.zoll.com/about-zolllcompliancel ZOLL Medical has gone GREEN. If you wish to receive your invoices via email instead of mail, please contact us at ZOLLlnvoice@zoll.com.We will be happy to make this change for you. • ENV29684470-0923-ACBE-7198-E ED F 09/29/2020 12:23 PM EDT Volt Envelope Data Subject: City of Elgin purchase agreement Documents: Purchase agreement-Zoll Medical Corp signed-9-29-20-wAttachment A.pdf Document Hash: 9863732 Envelope ID: ENV29684470-0923-ACBE-7198-EEDF Sender: nancy branco Sent: 09/29/2020 12:16 PM EDT Status: Completed Status Date: 09/29/2020 12:23 PM EDT Recipient(s) / Roles Name/Role Address Type nancy branco nbranco@zoll.com Sender kurt sandstrom ksandstrom@zoll.com Signer dan sargent dsargent@zoll.com CC Document Events Name I Roles Email IP Address Date Event nancy branco nbranco@zoll.com 98.216.215.81 12:16 2020 Created PM EDT kurt sandstrom ksandstrom@zoll.com 174.229.136.149 09/29/2020 Signed @ 12:23 PM EDT g 09/29/2020 12:23 PM EDT Status-Completed Carbon Copy Events Name/Roles Email Sent dan sargent dsargent@zoll.com 09/29/2020 12:23 PM EDT Signer Signatures Signer Name I Roles Signature Initials kurt sandstrom 711UltltiLart do4t;t/I5/rK#