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08-89 Resolution No. 08-89 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH ZOLL MEDICAL CORPORATION FOR CARDIAC MONITORS AND ASSOCIATED HARDWARE 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 that Olufemi Folarin, City Manager, be and isereby authorized and directed to execute an agreement on behalf of the City of Elgin with Zoll Medical Corporation for the purchase of cardiac monitors and associated hardware, a copy of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock, Mayor Presented: March 26, 2008 Adopted: March 26, 2008 Omnibus Vote: Yeas: 4 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk CITY OF ELGIN AGREEMENT This Agreement is made and entered into this ' day of ft-61 2008 by and between the City of Elgin ("the CITY"), a municipal corporation organized and existing under the laws of the State of Illinois, and ZOLL Medical Corporation, incorporated in the state of Massachusetts and having a principal place of business at 269 Mill Road, Chelmsford, MA 01824 ("the CONTRACTOR"). ARTICLE I. PURCHASE TERMS. The CONTRACTOR agrees to provide the goods and/or services in accordance with this Agreement. CITY hereby agrees to purchase, and CONTRACTOR hereby agrees to provide,the goods and services provided by the schedule attached hereto and incorporated herein as Attachment"A". CITY shall pay to CONTRACTOR the sum of Ninety-Three Thousand Six Hundred Dollars ($93,600)within thirty(30)days of delivery. ARTICLE II. DURATION. The CONTRACTOR shall commence the performance of this Agreement by delivery of apparatus and equipment to CITY on or before the day of ) 2008. ARTICLE III. TERMINATION. The following shall constitute events of default under this Agreement: a) any material misrepresentation made by the CONTRACTOR to the CITY,b) any failure by the CONTRACTOR to perform any of its obligations under this Agreement including,but not limited to,the following: (i) failure to commence performance of this Agreement at the time specified in this Agreement due to a reason or circumstance within the CONTRACTOR'S reasonable control, (ii) failure to perform this Agreement with sufficient personnel and equipment or with sufficient material to ensure the completion of this Agreement within the specified time due to a reason or circumstance within the CONTRACTOR'S reasonable control,(iii) failure to perform this Agreement in a manner reasonably satisfactory to the CITY, (iv) failure to promptly re-perform within reasonable time the services that were rejected by the CITY as erroneous or unsatisfactory,(v) failure to comply with a material term of this Agreement, including, but not limited to the Affirmative Action requirements, and (vi) any other acts specifically and expressly stated in this Agreement as constituting a basis for termination for cause. The CITY may terminate this Agreement for its convenience upon fourteen (14) days prior written notice. If terminated for convenience,the CITY shall pay the CONTRACTOR for materials,labor,engineering,and overhead incurred through termination date. ARTICLE IV. DAMAGES. From any sums due to the CONTRACTOR for goods or services,the CITY may keep for its own the whole or any part of the amount for expenses,losses and damages as directed by the Purchasing Director,incurred by the CITY as a consequence of procuring goods or services as a result of any failure,omission or mistake of the CONTRACTOR in providing goods or services evidenced by the CONTRACTOR'S admission. ARTICLE V. GOVERNING LAWS AND ORDINANCES. This CONTRACT is made subject to all the laws of the State of Illinois and the ordinances of the CITY and if any such clause herein does not conform to such laws or ordinances, such clause shall be void (the remainder of this 1 Agreement shall not be affected)and the laws or ordinances shall be operative in lieu thereof. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this agreement shall be in the Circuit Court of Kane County, Illinois. ARTICLE VI. AFFIRMATIVE ACTION. The CONTRACTOR will not discriminate against any employee or applicant for employment because of race, color,religion, sex, ancestry,national origin, place of birth, age or physical handicap which would not interfere with the efficient performance of the job in question. The CONTRACTOR will take affirmative action to comply with the provisions of Elgin Municipal Code Section 3.12.100 and will require any sub-contractor submit to the CITY a written commitment to comply with those provisions. The CONTRACTOR will distribute copies of this commitment to all persons who participate in recruitment,screening,referral and selection of job applicants and prospective sub-contractors. The CONTRACTOR agrees that the provisions of Chapter 3.12 of the Elgin Municipal Code, 1976,is hereby incorporated by reference, as if set out verbatim. ARTICLE VII. ASSIGNABILITY. The CONTRACTOR shall not assign, sell or transfer any interest in THIS CONTRACT without prior written consent of the CITY. ARTICLE VIII. AMENDMENTS. There shall be no modification of this Agreement,except in writing and executed with the same formalities of the original. ARTICLE IX. NO_ TICES.Any notice given under this Agreement shall be in writing and shall be deemed to have been given when hand delivered or deposited in the U.S.mail,certified or registered, return receipt requested, addressed, if to CONTRACTOR, at the address set forth above to the attention of the project manager or undersigned representative,and if to the City,to the attention of the City Manager, 150 Dexter Court, Elgin, IL 60120 or to such other address and/or authorized representatives as either party shall designate in writing to the other in the manner herein provided. ARTICLE X. INDEMNIFICATION. To the fullest extent permitted by law, CONTRACTOR agrees to and shall indemnify, defend and hold harmless the CITY, its officers, employees,boards and commissions from and against any and all claims,suits,judgments,costs,reasonable attorney's fees, damages or any and all other relief or liability arising out of or resulting from or through or alleged to arise out of any wrongful acts or negligent acts or omissions of CONTRACTOR or CITY'S officers, employees, agents or sub-contractors 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 the CONTRACTOR'S choosing. ARTICLE XI. PUBLICITY. The CONTRACTOR may not use,in any form or medium,the name of the City of Elgin for public advertising unless prior written permission is granted by the CITY. ARTICLE XII. APPROPRIATIONS.The fiscal year of the CITY is the 12 month period ending December 31. The obligations of the CITY under any contract for any fiscal year are subj ect to and contingent upon the appropriation of funds sufficient to discharge the obligations which accrue in 2 that fiscal year and authorization to spend such funds for the purposes of this Agreement,except to the extent the CONTRACTOR has incurred material, labor, engineering, and overhead costs associated with this Agreement. If, for any fiscal year during the term of this Agreement, sufficient funds for the discharge of the CITY'S obligations under this Agreement are not appropriated and authorized,then this Agreement shall terminate as of the last day of the preceding fiscal year, or when such appropriated and authorized funds are exhausted, whichever is later, without liability to the CITY for damages, penalties or other charges on account of such termination,except to the extent the CONTRACTOR has incurred material, labor, engineering, and overhead costs associated with this Agreement. ARTICLE XIII. DEMONSTRATION OF EQUIPMENT A competent serviceperson shall upon the request be furnished by the CONTRACTOR to demonstrate said apparatus for the CITY and to give its employees the necessary instructions in the operation and handling of said apparatus. ARTICLE XIV. PRICE and DATE OF PAYMENT The CITY purchases and agrees to pay CONTRACTOR for said apparatus and equipment. The payment is due in full thirty days after delivery of the apparatus and equipment to the CITY. ARTICLE XV. TEST OF EQUIPMENT In case the CITY desires to test the said apparatus and equipment,such test shall be made within ten(10)days after delivery to CITY. If the apparatus and equipment fails to perform in compliance with said CONTRACTOR'S published specifications within thirty(30)days of shipment, CONTRACTOR will rectify the issue in accordance with our standard warranty provision. ARTICLE XVI. TITLE and RISK OF LOSS Title and risk of loss shall be with CITY upon delivery. ARTICLE XVII. WARRANTY CONTRACTOR shall warrant the apparatus and equipment to city and city shall have a property interest in the warranty. ARTICLE XVIII. ENTIRE AGREEMENT. This CONTRACT embodies the whole agreement of the parties. There shall be no promises, terms, conditions or obligations other than those contained therein;and this agreement shall supersede all previous communications,representations, or agreements, either verbal or written,between the parties. This agreement shall not be construed as to create a joint venture,partnership,employment or other agency relationship between the parties hereto,except as may be specifically provided herein. The terms of this agreement shall be severable. In the event any of the terms or conditions 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. The person signing this Agreement certifies that s/he has been authorized by the CONTRACTOR to bind the CONTRACTOR, and has been authorized to execute this Agreement on its behalf. 3 ARTICLE NIX. SEVERABILITY. The terms of this Agreement shall be severable. In the event any of the terms or 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. IN WITNESS WHEREOF the parties have hereto set their hands the day and year first above written. CONTRAC OR-ZOLL Medical Corp. CITY OF ELGIN Name and Title Olu mi olarin City FEIN NO. 04-2711626 F:\Legal Dept\Agreement\Zoll clean-3-12-09.doc 4 ATTACHMENT "A" . � : Zot ZOLL Medical Corporation G' Worldwide HeadQuaners �... 269 Mill Rd Chelmsford,Massachusetts 01824-4105 TO: Elgin Fire Department (978)421-9655 Main (800)348-9011 (978)421-0015 Telefax 550 Summit Street Elgin,IL 6012011219 QUOTATION 12866 V:3 Attn: Mike Baker Assistant Fire Chief DATE: January 08,2008 Tel: 847/931-6181 TERMS: Net 30 Days Fax: 84T/931-6179 FOB: Shipping Point Freight: Prepay and Add rl mWEL NUMBER DESCRUMON QTY. UNrr PRICE DISC PRICE TOTAL PRICE 50201010020124013 E Serbs ACLS Manual Def ibrillalor with Advisory 5 $20,185.00 $17,200.00 $86,000.00 capability,112aead with i-step patient cable,linlegratsd Blustooth,and.Noninvasive Padna Includes AC Power,Printer,Protocol Asslst Cade.Markers GPS Clock Auto Syrr,TdMode Display,34ead ECG patient.cable. unhrersal cable,2 rechargeable lead add batteries,RS232 data transfer pert,Ruggeri SoftPadc Carry Case.AC power cord,12'AC pourer extension cord,one package of recorder paper,two PC Card slots, Operators Manual, and standard one(1)year warranty for EM$use. 2 8000- 1010-01 External Paddle ASSembtyApex I Stemum with cordrols 5 $550.00 $440.00 $2,200.00 ' and built-in pediatric electrodes 3 805D-0002-01 ZOLL Base PowerCharger4x4 BatteryCharged"resterwith 4 $1,695.00 $1,350.00 $5,400.00 AutoTest&three batteries *Reflects Discount Pricing. This quote is made subject to ZOLL.'s standard commercial terns and conditions(ZOLL T's+C's)which TOTAL $93,600.00 accompany this quote. Any purchase order(P.O.)issued in response to this quotation will be deemed to incorporate ZOLL Ts+C's.Any modification of the 2011 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 floods or services governed by this quote and the customers P.O uniess set forth in or referenced by either document. 1.DELIVERY WILL BE MADE 60-90 DAYS AFTER RECEIPT OF ACCEPTED PURCHASE ORDER. Joe Albanese 2.PRICES WILL BE F.O.B.SHIPPING POINT. Territory Manager 3.WARRANTY PERIOD(See above AND Attachment). 800-242-9150,x9789 4.PRICES QUOTED ARE FIRM FOR 60 DAYS. 5.APPLICABLE TAX&FREIGHT CHARGES ADDITIONAL. 6.ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTANCE BY ZOLL. 7.PURCHASE ORDERS TO BE FAXED TO ZOLL CUSTOMER SERVICE AT 978-421-0015. 8.ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS. 9.PLEASE PROVIDE A COPY OF OR REFERENCE TO YOUR QUOTATION NUMBER WITH PURCHASE February 8, 2008 TO: Mayor and Members of the City Council FROM: Olufemi Folarin, City Manager SAFE_ CC3MMiJNI-ry John Henrici, Fire Chief SUBJECT: Contract with Zoll Medical Corp. for the Purchase of Five 12 Lead Cardiac Monitors and Associated Hardware PURPOSE The purpose of this memorandum is to provide the Mayor and members of the City Council with information to consider an exception to the procurement ordinance for the purchase of five 12 lead cardiac monitors from Zoll Medical Corp. RECOMMENDATION It is recommended that the City Council authorize the purchase of five 12 lead cardiac monitors and associated hardware from Zoll Medical Corp. in the amount of$93,600. BACKGROUND For over 20 years, the Elgin Fire Department ambulances have been equipped with LifePak cardiac monitors exclusively. The LifePak cardiac monitor currently in use on Elgin Fire Department ambulances is no longer manufactured and replacements parts are becoming harder to acquire. In 2004, the Elgin Fire Department received a Zoll cardiac monitor from Sherman Hospital as part of a grant process. This monitor was used and tested extensively in nearly every emergency scenario possible on one of the Elgin Fire Department ambulances. The field testing resulted in extremely positive feedback, supporting the positive data on initial and ongoing costs. An additional Zoll monitor was purchased in 2004 when Ambulance 3 was placed in service. The decision was made to transition to the Zoll cardiac monitor as replacement and additional cardiac monitors are needed. Because of the sophistication and the required maintenance of the monitors, it is absolutely essential to have one manufacturer of cardiac monitor. Any replacement cardiac monitors purchased from this point forward will be the Zoll cardiac monitor. Contract with Zoll Medical Corp. for the Purchase of Five 12 Lead Cardiac Monitors February 8, 2008 Page 2 COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED None FINANCIAL IMPACT The total purchase cost from Zoll Medical Corp. is $93,600, with the costs being shared by the General Fund ($56,970) and the Riverboat Fund ($36,360). There are sufficient funds budgeted ($56,970) and available ($56,970) in the General Fund account number 010-2802-735.92-46, "Other Equipment", project number 289171 "Cardiac Monitors", to purchase three replacement cardiac monitors and associated hardware totaling $56,970. In addition, there are sufficient funds budgeted ($530,196) and available ($78,870) in the Riverboat Fund account number 275- 0000-791.92-46, "Station 7 Fire Apparatus", project number 289568 "Fire Station 7 Apparatus" to purchase two cardiac monitors and associated hardware for Paramedic Engine 7 and Ambulance 7 totaling $36,630. LEGAL IMPACT The proposed agreement would require an exception to the procurement ordinance. Exceptions to the procurement ordinance require the affirmative vote of two-thirds of the members of the City Council. ALTERNATIVES 1. The City Council may choose to authorize the exception to the purchasing ordinance and purchase five 12 lead cardiac monitors and associated hardware from Zoll Medical Corp. 2. The City Council may choose not to authorize the exception to the purchasing ordinance or the purchase five 12 lead cardiac monitors and associated hardware from Zoll Medical Corp. Respectfully submitted for Council consideration. JH/wmb Attachment