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Home My WebLink About20-173Resolution No. 20-173 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH ZOLL MEDICAL CORPORATION FOR THE PURCHASE OF TWO X-SERIES CARDIAC MONITORS 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 two X-series cardiac monitors 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:: December 16, 2020 Adopted: : December 16, 2020 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 16th day of December , 20 20, 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, 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 $48,000 within thirty (30) days receipt of invoice. Notwithstanding anything to the contrary provided for herein or in any attachments hereto, 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, 14 judgments, costs, reasonable attorney's fees, damages or other relief or liability to the extent 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 Kurt Sandstrom Print Name Signature Group Vice President, North American EMS Sales Title 11405 �-.00; I Richard G. Kozal, City Manager Attest - City Clerk F:VLegal Dept\Agreement\Purchase agreement-Zoll Medical Corporation-12-7-20.docx ATTACHMENT A OLt TO: Elgin Fire Department 550 Summit Street Elgin, IL 60120 Attn: Lieutenant Michael Oine email: Oine m0citvofelain.ora MODEL NUMBER DESCRIPTION 6 01 - 2 2 31 01 1 - 0 1 X Series ® Manual Monitor/Defibiillator 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: • MFC cable • MFC CPR connector • A/C power adapter/ battery charger • A/C power cord • One (1) roll printer paper • 6.6 Ah Li -ion battery • Carry case • Declaration of Conformity • Operator's Manual • Quick Reference Guide • One (1)-year EMS warranty Advanced Options: Real CPR Help Expansion Pads 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: To the extent that ZOLL and Customer, or Customer's Representative have negotiated and executed overriding terms and conditions ("Overriding Ts & C's"), those terms and conditions would apply to quotation. In all other cases, this quote is made subject to ZOLL's Standard Commercial Terms and Conditions ("ZOLL T's & C's") which for capital equipment, accessories and consumables can be found at htt ://wNlw.zoll.com/GTC and for software products can be found athtirp://www.zoll.com/SSPTC and for hosted software products can be found at htt :://w-Am,.zoll.com/SSUTC. Except in the case of overriding T's and C's, any Purchase Order ("PO") issued in response to this quotation will be deemed to incorporate ZOLL rs & C's, and any other terms and conditions presented shall have no force or effect except to the extent agreed in writing by ZOLL. 1. DELIVERY WILL BE MADE 60-90 DAYS AFTER RECEIPT OF ACCEPTED PURCHASE ORDER. ZOLL Medical Corporation Worldwide HeadQuarters 269 Mill Rd Chelmsford, Massachusetts 01824-4105 (978) 421-9655 Main (800)348-9011 (978) 421-0015 Customer Support FEDERAL ID#: 04-2711626 QUOTATION 364667 V:2 DATE: December 03, 2020 TERMS: Net 30 Days FOB: Shipping Point FREIGHT: Free Freight $40,020.00 2. PRICES QUOTED ARE VALID FOR 60 DAYS. 3. ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTABLE BY ZOLL. 4. FAX PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT 978-421-0015 OR EMAIL TO ESALES@ZOLL.COM. 5. ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS. 6. PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com. DISC PRICE $32,816.40 $65,632.80 Caroline Guibord EMS Territory Manager 773-425-0710 Page 1 of 4 ZOLLO TO: Elgin Fire Department 550 Summit Street Elgin, IL 60120 Attn: Lieutenant Michael Oine email: Oine mOcitvofelain.ora 2 3 MODELNUMBER DESCRIPTION Masimo Pulse Oximetry SP02 & SpCO • Signal Extraction Technology (SET) • Rainbow SET ( for SpCO & SpMet) NIBP Welch Allyn includes: • Smartcuff 10 foot Dual Lumen hose • SureBP Reusable Adult Medium Cuff End Tidal Carbon Dloidde monitoring (ETCO2) Oridion Microstream Technology: Order required Microstream tubing sets separately Interpretative 12- Lead ECG: • 12-Lead one step ECG cable- includes 4- Lead limb lead cable and removable precordial 6- Lead set 8 0 0 0- 0 3 4 1 Sp021SpCO1SpMet Rainbow Reuuable Patient Cable: Connects to Single Use Sensors (4 ft) 8 0 0 0- 0 0 0 3 7 1 Sp02/SpCO/SpMet Rainbow DCI Adult Reusable Sensor with connector (3 ft) ZOLL Medical Corporation Worldwide HeadQuarters 269 Mill Rd Chelmsford, Massachusetts 01824-4105 (978) 421-9655 Main (800)348-9011 (978) 421-0015 Customer Support FEDERAL ID#: 04-2711626 QUOTATION 364667 V:2 DATE: December 03, 2020 TERMS: Net 30 Days FOB: Shipping Point FREIGHT: Free Freight 2 $245.00 $168.75 2 $845.00 $340.30 To the extent that ZOLL and Customer, or Customer's Representative have negotiated and executed overriding terms and conditions ("Overriding T's & C's"), those terms and conditions would apply to quotation. In all other cases, this quote is made subject to ZOLUs Standard Commercial Terms and Conditions ("ZOLL T's & C's") which for capital equipment, accessories and consumabies can be found at httn;//www.zoll.com/GTC and for software products can be found at htt p://wmw.zoll.com/SSPTC and for hosted software products can be found at http://wAw.zoll.com/SSHTC. Except in the case of overriding T's and C's, any Purchase Order ("PO") issued in response to this quotation will be deemed to incorporate ZOLL T's & C's, and any other terms and conditions presented shall have no force or effect except to the extent agreed in writing by ZOLL. 1. DELIVERY WILL BE MADE 60-90 DAYS AFTER RECEIPT OF ACCEPTED PURCHASE ORDER. 2. PRICES QUOTED ARE VALID FOR 60 DAYS. 3. ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTABLE BY ZOLL. 4. FAX PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT 978-421-0015 OR EMAIL TO ESALES@ZOLL.COM. 5. ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS. 6. PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com $337.50 $680.60 Caroline Guibord EMS Territory Manager 773-426-0710 Page 2 of 4 OLLO TO: Elgin Fire Department 550 Summit Street Elgin, IL 60120 Attn: Lieutenant Michael Oine email: Oine m(&citvofelain.ora ITEM MODEL NUMBER DESCRIPTION 4 8 0 0 0- 0 0 0 3 7 2 Sp02/SpCO/SpMet Rainbow DCI Reusable Sensor, Pedi 5 8 0 0 0- 0 5 8 0- 01 Six hour rechargeable Smart battery 6 8 0 0 0- 0 0 2 0 0 5- 01 Cable Sleeve, Propaq / X Series, ZOLL Blue 7 8 0 0 0 - 0 8 9 5 Cuff Kit with Welch Allyn Small Adult, Large Adult and Thigh Cuffs 8 REUSE- 0 7 - 2MQ REUSE-07-2MQ Cuff, Infant, 2-Tube, Twist lock connector 9 REUSE- 0 8 - 2MQ REUSE-08-2MQ Cuff, Small Child, 2-Tube, TAst lock connector 10 REUSE- 0 9 - 2MQ Cuff, Child, 2-Tube, Twist lock connector 11 8 3 0 0- 0 0 0 6 7 6 OneStep Cable, X Series 12 8 0 0 9- 0 0 2 0 CPR-D Padz and CPR Stat Padz Connector for R Series ZOLL Medical Corporation Worldwide HeadQuarters 269 Mill Rd Chelmsford, Massachusetts 01824-4105 (978) 421-9655 Main (800)348-9011 (978) 421-0015 Customer Support FEDERAL ID#: 04-2711626 QUOTATION 364667 V:2 DATE: December 03, 2020 TERMS: Net 30 Days FOB: Shipping Point FREIGHT: Free Freight TY. UNIT PRICE DISC PRICE TOTAL PRICE 2 $845.00 $364.90 $729.80 ' 4 $519.75 $420.75 $1,683.00 ' 2 $52.45 $40.96 $81.92 2 $157.50 $133.88 $267.76 2 $52.50 $44.63 $89.26 2 $52.50 $44.63 $89.26 2 $52.50 $44.63 $89.26 2 $446.25 $348.50 $697.00 2 $393.75 $393.75 $787.50 To the extent that ZOLL and Customer, or Customer's Representative have negotiated and executed overriding terms and conditions ("Overriding T's & C's"), those terms and conditions would apply to quotation. In all other cases, this quote is made subject to ZOLL's Standard Commercial Terms and Conditions ("ZOLL T's & C's") which for capital equipment, accessories and consumables can be found at hut?://m,ww.zoll.com/GTC and for software products can be found at httu://wwvv.zoll.com/SSPTC and for hosted software products can be found at httij://wAA,.zoll.com/SSHTC. Except in the case of overriding T's and C's, any Purchase Order ("PO") issued in response to this quotation will be deemed to incorporate ZOLL T's & C's, and any other terms and conditions presented shall have no force or effect except to the extent agreed in writing by ZOLL. 1. DELIVERY WILL BE MADE 60-90 DAYS AFTER RECEIPT OF ACCEPTED PURCHASE ORDER. 2. PRICES QUOTED ARE VALID FOR 60 DAYS. 3. ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTABLE BY ZOLL. 4. FAX PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT 978-421-0015 OR EMAIL TO ESALES@ZOLL.COM. 5. ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS. 6. PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com Caroline Guibord EMS Territory Manager 773-425-0710 Page 3 of 4 ZOLLO TO: Elgin Fire Department 550 Summit Street Elgin, IL 60120 Attn: Lieutenant Michael Oine email: Oine m0citvofeigin.org ZOLL Medical Corporation Worldwide HeadQuarters 269 Mill Rd Chelmsford, Massachusetts 01824-4105 (978) 421-9655 Main (800)348-9011 (978) 421-0015 Customer Support FEDERAL ID#: 04-2711626 QUOTATION 364667 V:2 DATE: December 03, 2020 TERMS: Net 30 Days FOB: Shipping Point FREIGHT: Free Freight 11 ITEM I MODEL NUMBER DESCRIPTION CITY. UNIT PRICE DISC PRICE TOTAL PRICE 13 8 9 0 0- 0 0 0 219 - 01 OneStep Pediatric CPR Electrode (1 pair) 1 2 $91.88 $91.88 $183.76 14 1 6008- 9901 ZOLL X Series Trade-in *Reflects National Purchasing Partners (NPP) Contract Pricing. **Trade-in Value valid if all equipment purchased is in good operational and cosmetic condition, and includes all standard accessories. 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. 2 I 1 ($11,674.71) I ($23,349.42) -- To the extent that ZOLL and Customer, or Customer's Representative have negotiated and executed overriding terms and conditions ("Overriding T's & C's"), those terms and conditions would apply to TOTAL $48 quotation. In all other cases, this quote is made subject to ZOLL's Standard Commercial Terms and Conditions ("ZOLL T's & C's") which for capital equipment, accessories and consumables can be found at htt :11www.zolLcom/GTC and for software products can be found at httu://ivww.zoll.cmn/SSPTC and for hosted software products can be found at htt, ://www.zoll.com/SSHTC. Except in the case of overriding T's and C's, any Purchase Order ("PO") issued in response to this quotation will be deemed Caroline Guibord to incorporate ZOLL T's & C's, and any other terms and conditions presented shall have no force or EMS Territory Manager effect except to the extent agreed In writing by ZOLL. 773-425-0710 1. DELIVERY WILL BE MADE 60-90 DAYS AFTER RECEIPT OF ACCEPTED PURCHASE ORDER. 2. PRICES QUOTED ARE VALID FOR 60 DAYS. 3. ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTABLE BY ZOLL. 4. FAX PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT 978-421-0015 OR EMAIL TO ESALES@ZOLL.COM. 5. ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS. 6. PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com. Page 4 of 4