The URL can be used to link to this page

Agenda 05/11/2010 Item #16F 1 Agenda Item No. 16F1 May 11, 2010 Page 1 of 9 EXECUTIVE SUMMARY Recommendation to approve a lease purchase agreement with Zoll Medical Corporation for the replacement of twenty-eight (28) AutoPulses for Emergency Medical Services in the amount of $146,655.31. OBJECTIVE: To obtain BCC approval for the replacement of 28 AutoPulse devices through a lease purchase agreement with Zoll Medical Corporation. CONSIDERATIONS: In January 2005, EMS took delivery of the AutoPulse, an automated CPR machine. This device is 33% more effective than standard compressions and keeps a medic's hands free to perform other patient care that may be required during transport to a hospital. Twenty-eight of the thirty-three AutoPulse devices have exceeded their life expectancy and are in need of replacement. Repairs are becoming more frequent and malfunctions are a concern. EMS has negotiated with Zoll for the purchase of 13 new AutoPulses and 15 reconditioned models for a savings of $66,227.25 over the cost of replacement with all new equipment. The purchase price includes the trade-in for the existing 28. Zoll Medical is the sole source manufacturer of AutoPulse and it is requested that the Board waive competition for this product. In addition, Zoll Medical has agreed to a lease purchase agreement, whereby they will replace all 28 machines immediately with a minimal down payment of $ 1 5,000 plus shipping charges, $80,000 due October 2010 and the balance of $51,655.31 in October 201 1, The third and fmal payment includes $5,758.36 in interest at 5%. This is not something that Zoll has considered in the past; however, due to Collier County's longstanding relationship with Zoll, they have agreed to finance this purchase. In comparison, EMS also obtained a proposal from Government Capital Corporation for a five year lease purchase with $1 buyout. Based on the current interest rate of 4.55%, the five payments of $31 ,685.69 would total $158,428.45. or $17,53].50 in interest. FISCAL IMPACT: Funds for the initial payment of $15,000 plus shipping are available in EMS Fund 490 for FY10. LEGAL CONSIDERATIONS: This item has been reviewed and approved by the County Attorney's Office and is legally sufficient for Board action.-SRT. GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact resulting from this action. RECOMMENDATION: That the Board of County Commissioners waives the formal bidding process and approves the replacement of 28 AutoPulses for Emergency Medical Services through the lease purchase ternlS proposed by Zoll Medical Corporation. PREPARED BY: Artie Bay, Emergency Medical Services Item Number: Item Summary: Meeting Date: Agenda Item No. 16F1 May 11, 2010 Page 2 of 9 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS 16F1 Recommendation to approve a lease purchase agreement with Zoll Medical Corporation for the replacement of twenty-eight (28) AutoPulses for Emergency Medical Services in the amount of $146,655.31. 5/11/20109:00:00 AM Date Prepared By Artie Bay Bureau of Emergency Services Senior Administrative Assistant EMS 4/26/20103:18:57 PM Approved By Date Jeff Page Bureau of Emergency Services Chief. Emergency Medical Services EMS Operations 4/27/20107:52 AM Date Approved By Scott Johnson Administrative Services Division Purchasing Agent Purchasing & General Services 4/27/20108:08 AM Date Approved By Diana Deleon Administrative Services Division Contracts Technician Purchasing & General Services 4/27/201011:12 AM Date Approved By Dan E. Summers Bureau of Emergency Services and Emergency Management Director of Emergency Services Bureau of Emergency Services and Emergency Management 4/27/20103:49 PM Date Approved By Scott R. Teach County Attorney Deputy County Attorney County Attorney 4/28/20102:20 PM Date Approved By Steve Carnell Administrative Services Division Director. Purchasing/General Services Purchasing & General Services 4128/20103:25 PM Date Approved By Jeff Klatzkow County Attorney 4/29/20104:17 PM Approved By OMS Coordinator County Manager's Office Agenda Item No. 16F1 May 11, 2010 Page 3 of 9 Date Office of Management & Budget 4/30/20103:38 PM Date Approved By Sherry Pryor Office of Management & Budget ManagemenU Budget Analyst, Senior Office of Management & Budget 5/3/201010:55 AM Date Approved By Mark Isackson Office of Management & Budget Management/Budget Analyst, Senior Office of Management & Budget 5/3/201011:01 AM Agenda Item No. 16F1 May 11, 2010 Page 4 of 9 ~~~~ PrInt Form Purchasing. Sole Source Waiver Request To Be Submitted To Acquleitlon. Agent For 801e 80urce Purche... ABOVE $3000. (PRIOR TO CREATING A REQUISITION) PurChes.. above $3000 require thr8e quotes or formal oompeUUon. The dapattment mUll proIIlda jullll1lcetlon to Purchasing to raquest conslderaUon to waive the oompetlllve purchalllng proceaa and purche.. from e lingle vandor as 8 'lIOle source' purcha... Walvera of sola source over $50,000 will require approval by tha Board of County CommIatlonarI. To quaDty for a waiver and a sola source purcha.., one of the calegorlesllated below must apply. Sole Source must meat two (2) teats: PIOduc:tl88lYiceltechnology 18 tha only ona that can properly perform the Intended function; AND vendor Is only one ready, willing end able to meet County's requirements. Department IEMS Date 14116110 Vendor Name 11oI1 Medical Item or Service IAutopulse Select the category and provide rationale which IUpporte the JUltificatlon to con.lder waiving the competitive prooe.. for thle purcha.. (attach AlLsupportlng documentation) (' Emel'!lancy: There Is a public health or safety Issue that requires immediate product or service (I.e. dJsasten). PrOl/lde explanation I Ii One-of-e-kInd: There Is no competitive product (one-of-a.k1nd. and/or Is av.ilable from only one vendor). Provide explanation AutoPulsels patented & th.. only automated CPR device that provides circumf..rentlalthoraclc compressions. of re....rch Q (' CompatlbllltylProprlatary: Th..r.. Is only one product or ...rvlce capable of m...tlng eldstlng conditions and th.. servlc.. can be obtained from only one vendor. (OEM) P'OI/Ide Explanation I (' No Substltuta: A compo"''"t or rep1ac&ment part has no subslltute and can be obtained from only 0"" vendor. Provide ExplanatlDn I r Authorlzad DlstrlbutDr: Provide a leIl..r from the manufacturer stating slnglesoura! authorized dIsUlbutor(s). What slmlillr tvpas of product. (other companlasl hava you researchad to find like falltllres and oparablllty to datermlne this Is a sole .ourca purcha..l Attach documentation. It Is a felony to knowingly clrcumvant a competltlva process for commodities or services by fraudulently specifying sole source. Florida Statute 838.22(2). Requested by: I ({~ :/fOq '-~~~~ Acquisitions Agent: I Date 1116'110 Date 'Y~ 41/.0 Date t.{(W/Il? Agenda Item No. 16F1 May 11 , 2010 Page 5 of 9 ZOLL ~1 AutoPulse' ~c:..s.c~Pump lOLL _leal Corporation Worldwide Headquarte.. 289 Mill Rood Chelmoforll. _ 01824-4105 U.SA 9780421-9855 978421-0025 Main FIX April 20, 2010 Captain Les Williams Collier County EMS/Fire 8075 Lely Cultural Parkway Naples, FL 34113 Dear Captain Williams: Thank you for your interest in the AutoPulseG!> Non-invasive Cardiac Support Pump (p/n 8700- 0730-01), a revolutionary new automated chest compression system that helps deliver improved blood flow during sudden cardiac arrest (SCA). Please be aware that ZOLL Medical Corporation is the only company that manufactures (at our wholly-owned subsidiary, ZOLL Circuiation) and markets the AutoPulse. No other organization is authorized to sell the product in the United States. Further, there are no other devices on the market today that can mimic the AutoPulse's unique mechanism of action and achieve its unprecedented clinical results. The load-distributing LifeBand G!> squeezes a wide surface area of the chest, employing a combination of semi- circumferential thoracic compressions along with cardiac compressions. In contrast, standard manual CPR and pneumatic-driven piston devices deliver only cardiac compressions to a very small area. Other important exclusive features and benefits include: . Automatic band chest sizing to quickly and accurately adjust to the patient's chest size for ease of set-up and use. . Integrated battery power source for ease of transport and changing power source with minimal CPR interruption. . Real-time display of compression and no-flow time. . Downloading code data for quality CPR review and documentation. . Configurability to change compression modes from 30:2 to continuous after an advanced airway is placed. Feel free to contact me directly by calling 978-421-9633 should you have any questions or need additional information. Best regards, ~? L. lI~ktttfu. Gary L. Hochstetler Marketing Manager, Circulation ZOLLo Adv-w.. ...u.ch."..., l'"ercMV... ~.. - Agenda Item No. 16F1 . M~1.11. 2010 ZOLL Medical Corpo~~ of 9 Worldwide HeadQuarters 269 Mill Rd Chelmsford, Massachusetts 01824-4105 (978) 421-9655 Main (BOO) 348-9011 (978) 421-0015 Telefax (0: Collier County EMS Board of COunty Ccmnissioners 8075 Lely Cultural Parkway Naples. FL 34104 Altn: Les Williams QUOTATION 64075 V:2 emall: leswllliamal6lcollieraov.net DATE: April 14, 2010 TERMS: SPECIAL FOB: Shipping Point Freight Prepay and Add ITEM MODEL NUMBER DESCRIPTION QTY. UNIT PRICE DISC PRICE TOTAL PRICE Payment Terms as follows: $15,000 plus applicable tax and freight due NET 30 580,000 due October 2010 $51,655.31 due October 2011 This includes an interest rate of 5% Included in line Item 6. ."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 wtthln 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. *Ronocts Discount Pricing. This quote is made subject to ZQLL's standard commercial term. and conditions (ZOlL rs + C's) which TOTAL $146,655.31 accompany this quote. Any purchase order (P.O.) issued In response to this quotation will be deemed to incorporate ZOll rs + 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.Q unless set forth in or referenced by either document. 1. DELIVERY WILL BE MADE 60-90 DAYS AFTER RECEIPT OF ACCEPTED PURCHASE ORDER 2. PRICES WILL BE F.O.B. SHIPPING POINT. 3. WARRANlY PERIOD (See above AND Attachment). 4. PRICES QUOTED ARE VALID UNTIL APRIL 30 2010. 5. APPLICABLE TAX, FREIGHT CHARGES & ORDER PROCESSING FEES ADDiTIONAL. 6. ALL PURCHASE ORDERS ARE SUSJECT TO CREDIT APPROVAL SEFORE ACCEPTANCE BY ZOLLo 7. PURCHASE ORDER AND QUOTATION TO BE FAXED TO ZOLl CUSTOMER SERVICE AT 978-421-0015. ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS. 9. PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com. Page 2 Andrea Jannarone EMS Territory Manager 800-242-9150, x927B ZOLLo Adv~ ......~ TeeM..... ~ - Agenda Item No. 16F1 May 11, 2010 ZOLL Medical Corpor.atilarr of 9 Worldwide HeadQuarters 269 Mill Rd Chelmsford, Massachusetts 01824-4105 (978) 421-9655 Main (800) 348-9011 (978) 421-0015 Telefax TO: Collier County EM6 Board of COUnty Carmissioners 8075 Lely Cultural Parkway Naples, FL 34104 Attn: Les Williams QUOTATION 64075 V:2 DATE: April 14, 2010 emall: leswllliams8collieraoy.net TERMS: SPECIAL FOB: Shipping Point Freight: Prepay and Add ITEM MODEL NUMBER DESCRIPnON QTY. UNIT PRICE DISC PRICE TOTAL PRICE 1 8700- 0730- 01 AutoPulsd System with Pas. Thru . Generates 13 $10,995.00 $10,665.15 $138,646.95 . consistent and uninterrupted chesl compressions, offering improved blood flow during cardiac arrest. Includes Backboard, User Guide. Quick Reference Guide. Shoulder Restraints, Backboard Cable Ties, Head Immobilizer, Grip Strips, In.service Training DVD, Bnd one year warranty. 2 8700- 0730- 01 - 66 Demo AutoPuls~ System with Pass Thru - Generates 15 $8,798.00 $8,250.00 $93,760.00 . <lBased on availabilltv* consistent and uninterrupted chest compressions, offering improved blood flow during cardiac arrest. Includes Backboard, User Guide, Quick Reference GuIde, Shoulder Restraints, Backboard Cable Ties, Head Immobilizer, Grip Strips, In-service Training DVD, and one year warranty. 2. 8778-0114 1 Yoar, 1 Provontatlve Malntonance (at time of 15 $230.00 $230.00 $3,450.00 equipment sale) 3 DI SC lOLL Customer Loyalty Discount 1 $0.00 ($3,450.00) ($3,450.00) . 4 8700-9901 lOLL (Revlvant) AutoPuise Trade-In 5 ($2,200.00) ($11,000.00) .. S 8700-9901 lOLL AutoPuise Trade-in 23 ($3,500.00) ($80,600.00) .. 6 Interest Rate at5% $5,758.36 This quote Is made subject to ZOlL's standard commercial terms and condJtions (ZOLL T's'" C's) which Paae 1 Subtotal $146,655.31 accom 8 this uote. An urchase order P.O. issued In res onse to this uotation will be deemed to pny q yp () p q incorporate ZOLL T's + C's. Any modification of the ZOLL T's + C', 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. 2. PRICES WILL BE F.O.B. SHIPPING POINT. 3. WARRANTY PERIOD (See above AND Attachment). 4. PRICES QUOTED ARE VALID UNTIL APRIL 30.2010. 5. APPLICABLE TAX, FREIGHT CHARGES & ORDER PROCESSING FEES ADDITIONAL. 6. ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL SEFORE ACCEPTANCE BY ZOLL. 7. PURCHASE ORDER AND QUOTATION TO BE FAXED TO lOLL CUSTOMER SERVICE AT 978-421.0015. 8. ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS. 9. PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com. Page 1 Andrea Jannarone EMS Territory Manager 800-242-9150, x9278 ZOI.I. QUOTATION GENERAl. TERMS & CONDITIONS ~"1. ACCEPTANCE. This Quotation constitutes a"I offer by ZOLL Medical Corporetion to saR to the 'atomer the equipment (Including a license to use certain $OftWrn) listed In this Quotation and scribed In the spedlieaUons either altached to or l'8femld to in this Quo18tion (heninatter referred to ~ Equipment). Any acceptance of such offer Is exprtlllly Umited to the terms of this Quotatjon, lnclucllng these Gersral Terms and Conditions. Acceptance shall be 10 limited to this Quotation notwitt13tanding (I) any conflicting written or oral representations made by ZOl.L MBlicaI Corporation or any agent or employee ol' ZOLL Meclic:al Corpor1lllon Of (i1) receipt or acknowledgement by ZOLL Medical Cofporatlon Of 8l'ly purchase order, specification, or other document Issued by the Customer, MY Iud'! dOCl.m4lnt shell be wholly inapplicllble 10 any &ale macll pursuant to this Quotation. ancl ,hall not be blnclll'lg In any way on lOLl. Medical Corponltlon. Acceptance of this Quotation by the Customer shall create an agreement between ZOLL Medical Corporation eM the Customer (hel'einlllfler referred Ie as the .Connct" the terms and conditions aI which are exprenly limited to the provisions of thIS Quotation including the,. Terml and Conditions. No waiver Change or modification or any of the provisions of this QuotatIon or the Contract shall be binding . on ZOlL Medical Corporation unless such waiver. change or modIfIe8tion (I) is made in wrttlng (~) : expressly stales that It is a w....r, dWnge or modlflcation d this Quotation Of the Contract and (Iii) II 13 signed cyan authorized representlltlve or ZOlL Medicai Cofporetlon ..:( 2. DELIVERY AND RISK OF lOSS. Un~ss OtherwiM stated. all deliveries shall be F.O.B, ZOLL +J MeCic81 Corporation's facility. Risll of Iou or damage to the EquipmerW: sh8Il pan to the Customer upon i OeIivery of the EqUIpment to Ihe camer, ~. TERMS OF PAYMENT. Unless olherWlse stated In It, Quoletlon paymenl by Cuatomer ;Jd~ (~()) a~l~ ~._ l 11~ J I r~ .. 1 lGLL"~' ,.. 'l' .. L , . Any amounts payeble ~unde1~rem:n~ld~~~:tellh8l1bertsJ II II A.1&-.1L..!,1.11!1.ntr U. +Jr 4. eRE. OIl APPROVAL All shipments end deuven.'e, shall at all Umes be subject. to ~'. approval or credit by lOLL Medlcsl CCII'pOf8tion, ZOll MedlCll COI'ponttion may at any time decline to INlke any shipment or delivery except upon receipt of payment or 1ecu1ly or upon Ittmls r."lrding credit or securly sallllf&c:tory to ZOll Medical Corporation, 15. TAXES & FEES. The pricing cpoted In It I Quotation tIc:I nol Include salel use, exase. or other similar . taKes Of Sl)' duties or customs chergel. or any order processing fees. The Customer shall pay In 8 addition for the priCel quoted the amount of any pre. sent or tutue salel, elleise or other slmil.. IIll( or customs duty or chsrge appHcabla to the sale or use of the Ec:pJIpment sold hereunder (except any tall: based on the net Income 01 lOll Medical Corporation), and my order proceuing fees IhBI ZOll moy ~ ap~y from time to lima. In lieu thereof the Customar may prtIvKle ZOll Medical Corporabon with a tax ~ exemptloo cartificats acceptable to the tall:lng authoribes. e. WARRANTY. (a) lOll Medical Corporation WBn'W'lts to the Customer th&t from the elll1ler of the date of installation or lI1irty (30) days after !he date of shipment from lOll Madlcal Gofporatioo's facility, thO = Equipment (other than accessories and e1actrodes) will be free from defects In material and workmenship under normal use and seMce for the pariod noted on tile reverse u.idB. Accessories snd electrodes shall Q) be warranted for ninety (90) days from the date ~ shipment. OUing such period lOll M&4ical :5 ~~~ :I~ :a~oof~rg:q~~~=;y ~~~ r~~:~ ~~':tl: ~Obl; :~~: ~~:::~~In~ ~,workmanshlp If ZOLl Medical Corporation's inspection datects no defects in material or workmanship. 'Xl Medical Corporation's regular service ch~es shall apply. (b) lOll Medical Corporation shall not responsible for any Equipmenl delect failunl aI!he Equlprnerrt to pertorm any specified fooction, or .ny other nonconformance of tho Equlpment caused by or attributable to (i) any modification of !he ... Equipment by the Customer, unless slJch modification Is matte will1!he prior written approval of lOll . Medical Corporation: Di) the use 01 the Equipment with any aSSOCIated or complementary equipment 2l eccesSOl)' or software rlOt speclfied by lOll Medical Corporation. or (ill) any misuse or abuse of the 19 ~~~~~: ~~~~=~reZ~ll~ M~:~~~~~~~~ti:,~V~~~~~I~~ne~~:~~en~a~;~I~~~~e~ U) ~~j~ t~~~:e;~n~~~0~~:~;~:~~:"~~~=~~17~1t~ t~I=S~ ~=s~ =e~~v:,~:: ~ ~~~i:m~nt~~I: ~al~raeg=i::~:d~~~ ~~tm:~n~~"~~~~e)a~h:al~re~o.~~ warranty consbtutes the ellClusive remedy of lI1e Customer and lI1e exduslIIB lIabil~y of ZOll Medical "'Corporation lor any breach ~ any warranty relatod 10 tha Equipmant supplied hereunder. THE CO WARRANTY SET FORTH HEREIN IS EXCLUSIVE AND lOll MEDICAL CORPORATION or- EXPRESSLY DISCLAIMS All OTHER WARRANTIES WHETHER WRITTEN. ORAL. IMPliED. OR N STATUTORY. INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 6~ 7. SOFlWARE LICENSE. (a) All software (ll'1e "Software" which term shall include fmnware) included as part of the Equipment Is hcensed to Customer pur,suant to a nonellClusive iimited license on the terms hereinafter set forth, (b) Customer may not copy. dlstricule, modify. translete or adapllhe Software, and mey not disassemble or re\IBr&e compile !he Softwore, or sesk in any mannar 10 discover, disclose or :5 ~;t:~X th:rO:Ze e::n~~~~ ~~:~sl~l~%~=3~~~~~~::=~~a~~;~~.~C~g~: .~ ~:~:~ th~re~~~~ce:~~~~~~J~~i~ ~:i~~~);U~:;;~~g~~ t~~~:~if~~~ m~yu: . ~otation, (e) Customer may transfer the 1iC8T1!1E1 t:Of1felTed hereby only in connection with a transler of roo the EqUipment and may not retam any copies of the Softwa~ lollowlng sudi tranSfer,. (f) ZOll MMical ~ Corporation warrants that the read-only memory or other media on which the SoI'tware IS rocorded will be 8 ~:l~~r d~:~~~~~t~~ISth~n~=:an~h: :m~r:n~d ~::;t:s :;::.~: ~ros:u~~o~n~ ~~ U assurance can be given that operation of the Software will be unintSfTUpted or error.free. or thatlhe nj Software will meet Customer's requiremenl6. EKCEtpt as set lorth in section 7(f), lOLL MEDICAL c:: CORPORA nON MAKES NO REPRESENTATIONS OR WARRANTIES Vv'lTH RESPECT TO THE .~ ~~~~~~~ABI~~ O~ FI:~~;~C~~~ P~~~~~~ ~~~d~P~,~~ R~ApRE~~I~~RE~~ roo Customer's exclUSive remedy for any bra<lch d warranty or deled: relating to the, Software shall be the .~ repair or replacamenl 01 ooy defectJva read-only memory or other medIa so that It correctly reproduces a the Software, ThIS Ucanse applies only to lOLL Medical Corporation Software 8. DELAYS IN DELIVERY. ZOll Medical Corporation shall not Ce liabia lor any delay in the delivery of any part 01 the Equipment iI suct1 delay is due to any cause beyond the control of the lOll Medical Corporation 'ncluding, cut not limited to acts aI God, fires, epidema, IIoods. riots. wars, sabotage. labor' disputes, governmental actions, inabilily to oblain mBterials. canponents. manuladuring facilmes or transportation or any other cause beyond the control of lOll Medical Corporation In addition lOll Medical Corporation shall not be liable for any delay in delivery csused cy failure of the Customer to " "'rovide any nacessary infomlation in a timely mamar. In the ellBnt of any such deley. the date of llpment or perfonnanca hereunder shall Ce extended to the period equal to lI1e time lost by reason of .JCh delay. In the event of such delay ZOll Medical Corporation may allocate available Equipment among its Customers on any reasonable and equitable b.asis. The delivery dates sat forth in this Quotation are appl"OlIImate only and lOLL Medical Corporation shall oot be liable for or shall the ;~~ract be breached by, any delivery by ZOll Medical CorporatlOl'1 wilhln a reasonable time after such Agenda Item No. 16F1 May 11, 2010 Page 8 of9 t. UIlIl&'R9fJ&;r lo.l'laI~' If fig r:;:''t;:tR' l;:IL"LL l'i?l b. lElZ;- SeRf/GiFt Tier! 13E: 1..1 Bb.K r~'" ...,...~~~ r"'~~.' 91' O:~"':''''Q' r.'.....' .......,.."'''' "'..."',,, ...,..... ......7.. "'Q'l "!;:!;>I("L caRPeR TI8US PEArSAlL leE SA r ILI~RE 'FB PEArBRIl P R.Sbl rA" T8 T liE: QI,fST'T1QII gR T I~ glilR'R DT ej:! TIIii: r Rile. lie. pF;:RrijR lJiii, SR ilL sr n EQ IPI1EIlT BR saR" RE SBll! IERE:f6. 11l!:111Efl 5l::1E 1'8 ... BRE.,ell Sf eel.l'TR .e'!', eRE. ell 6f !:IF!' f f'f". T It t JEeLtSErIQ~ ar ;JeLL 11r:;:!:1'S L S9RPI<ll>l TIG'r' 9R Q"FIIr:;:R"1BE:, 10. PATENT INDEMNITY. lOLL Medical Corporation Shall at its own elCp8nS8 Defend any sult that may De instituted agalnaf the Cuslomer for slleged infringement or any Unitecl Stales patents or copyrights related to the parts of the Equipment or the SoftWare manufactured Cy ZOll Medical Corporation, provided that (i) such allaged Infringemenl consilii only in tha use of IUCh Equipment or !he Software by ItaeIf and not 811 a part of or in comblnation With any other devices or partJ. (II) the Customef givel ZOLL Medical Corporation Immediate notlce In writing of.,y IUch suit and permltJ ZOll Medical Corporation through COUl'lsel of It. choice, to answer the charge of infringement ond defend such suit. and (III) tha Customer gives ZOll MedcaI Corporation all requasted inlonnatlon, asslltance and authority al. lOLL Medlcel Corporation's e~nlMl, 10 enable lOll Medical Corporation tD lSafend suc:l1 sUt In !he cllSe (:1/ a f1ll8llrNarn of damages for infringement In Bf1Y aIJch suit lOll Medical Corporation wiU pay such swerd, but it shall nlll bel responsible for any ael1lement made without its wrlltsn consent Saction 10 statal ZOll M&c:licaJ corporation's total responsibility end liability's, and the Custom"', sole remBCly for any actual or alleged infringement of My patent by the Equtpment or the Sol'twar8 or any part thereof provided hareunoer. In no event IhaII lOLL Medical Corporebon be lIabie for any Indirect, spacial. or consaquenllalliarT\lll9lls resulting from any such infrIngament. 11. CLAIMS FOR SHORTAGE. Each shipment of Equlpmont stIaIl be prompUy examined by the Customar upon receipt thereof. The Customer s!"lall inform lOLL Mectical Corporation of any shortage In any shipment wittlin ten (10) lS8yt of recejpl of Equipment If no slJch shortage is reportad within ten (10) day per1oct. the shipment lhall be conclusively d&emed to have been complete 11. RETURNS AND CANCElLATlCN. (I) The Customar shall obtain slJlhorization from lOll MediCal Corporation prior to IlItumlng any of the Equipment, (b) The Customer receives authorlzaljon from ZOll Med"*l Cotporation to retum a product for credit, the Customer shaH be subject to I restocking chsrijt of twenty percent (20%) of the origif'lal Ust plIChaM price. cut not less than $50,00 per product (c) ArTy such change in dellvsry caused by the Customer that O&Ises a delivery date greeter than sill: (8) months from Ihe CuSIOmer'. ortginel order date shall constitute e new Ol'der for the affected Equipment in determining the eppropriate lilt price U. APPLICABLE LAW. Thi, Quotation and the Conlnilct shall be governed by tho soostantive laws of thSiJ '~f'" 1 ... i~outregardtoanYcho;ceoflawprovlslonS!tlered, 14. ~~g W1.fr I:X'&, (s) lOll Medical Corporation represenls that all goods and servicaJ delivered punllIlInt to the Contract will be produced and supplied in compliance with all applic:acle state and federellaws and regulations, Including the requirements of the Fair labor Standards Act of 1938. ss amended, (c) The Customar snarl t:le respoosible for complianCil with lWly federal. state and local laws and regulations applicable to the inatallallon or use of the Equipment tLmished hereundar, and will obtain ony permil6 required for auchinstallation and use. 15. NON-WAIVER OF DEFAULT. In the event of any defauit by the Customer. ZOlL Medical Corporation may decline lo mlllka further shipments 0/' rander any further warranty or other SBNicas without In any way affecting ~s right under suct1 oroer. If despile any default by Customer, lOll Medical Corporallon elects to conUnue to make shipments ~s aclion shall no1 constitute a wolver of any defsull by the Customer 0/' In any wa~ affect lOLL Medical Corporation's legal remedies regarding any such default. No claim or nght arising out of a bresch of the Agreement by lI1e Customer can tie discharged In whole or in part by waiver or renunciation aI Iha claim or right unless the walllBl' or renunciation is supported cy oonSlderatJon and is in wnting signed Oy lOLL Medical Corporation 16. ASSIGNMENT. This Quotation, and the Contract, may not be assigned by the Customer Without the priOf wrttten consent of lOll MedlCSI Cor?oratlon, arlO any asslgnmeni wrihout suci1 consent shall Ce null and void 17, 1TT1.E TO PRODUCTS. TiOe to right of possession of the produds sold hefeunder shall remain with ZOll Medical Corporation until lOLL Medical Corporal:Jon delivar5 the Equipment to the carrier and agrees to do aM acts necenary to perfect and maintain such right and title in ZOll Medical Corporation. Failure ollhe Customer 10 PBY lI1e purchsse price for any produCl when due shall give lOll Medical Corporation the right. withoiA liability to repossass tho EqulprTlont, wllh or without rlOtice. and to eveil ilsetf of any remedy provided by law 18, EQUAL EMPLOYMENT OPPORTUNITY I AFFIRMATIVE ACTION. VETERAN'S EMPLOYMENT .if thil order is sucject to Executive Order 11710 and the rules, mguialions. or orders of lI1e S&CI'Ellary of labor issued thereunder the contract clause as sellorth al41 CFR 60.250.4 is hereby included 8S part 01 this order. EMPLOYMENT OF HANDICAPPED - if this order is sutlject to Section 503 of the Rehabilitation Act of 1973. as amended and the rules. regulations or orders of the Secretary allatlor as issued thereunder, thecontrac1 dause at41 CFR 60-741,7 is hereby incli.ldad as psrt of !his order. r{9 ElI8Mw or~~~~~4~,P~~:~~:~, ~:'~Y~I;~T ~~la~~So~re~~~~!,e~hetos:~=~~oc:~~ -Q issuedthereundar, the contracl clause sel forth 8141 CfR 60-1.4 (a) alld 60-1,4 (c) are hereby induded ~ as a part of thiS orderand Seller agrees to comply with the reporting requirements set forth at 41 CFR ri.l 60.1,7 and the afflrmatillB action compliance program requirements set forth as 41 CFR 80-t40 ..... 19, VAUDITY OF QUOTATION, This Quotation shall be valid and subject to accaptance by the 0 ~:;o= :~:~~:~:eW:= ~~i: ~~~;; s~:~~ ~rC~~i:n~:~e~~~ J~:~lf=~ Q) ~~~~~~~~a~~t~n~o;I~~~ ~~~~s a~~~~r:=:~~t:~o:;g~ ~~:i:cci:=r~ri;nOll Medical ~ ;:~:';'h ~~: ~~~ ::",~"g ,= 'hi. a~:,,:~,:,:,~::" ,~~."r;~i';' ;;;,;;::..;;..;;"':;',~ '{l agreement between Buyer and Supplier witl1 respect to tho purchasa and sale 01 the Products described in the faco hereof, and only representations or stetements contained herein shall be binding upon Supplier 8S a warranty or othelWise, Acceptance or acquiescence in the course of perfonnance rendered pursuant hereto shEIl nol be relevant to detennina the meaning 01 this writing even though the accepting or acquiescing party has knowledge of the nature of the performanca and opportunity for objection. No addition to or modllication or any of !ha terms and conditions specifiad herein shall be binding upon Supplier unless made in writing and signed cy a duly authorized representative of Supplier. Tho termS and conditions specified 5Ihall prevail notwithstanding any variance from the lerms and collditions 01 any order or other form submitted by Buyer for tlla Products sat forth on the face of this Agreement. To the e)(!ent tha\this writing may be treated as an acceplance 01 Buyer's prior offer, such acceptance is expressly made conditional on assant by Buyer to the terms hereof, and, wilholt limitation. acceptance of Ihe goods by Buyer to the terms heN/of. and, without limitation. ecceptance of the goods by Suyer shall constitute such as!lElnt. All cancellations anct reschedules require a minimum of II1lrty (30) daysnotioa ZOLI. Medical Corporation CORPORATE OFFICE 345 Miron Drive Southlake, TX 76092 8174215400 800883 1199 8174888477 Fax REGIONAL OFFICES 303 Highway 51 South Brookhaven, MS 39601 601 8236000 6018236009 Fax 3106 Lakefield Way Sugariand, TX 77479 281 565 6545 281 491 7820 Fax 2384 Highway 59 East Beeville, TX 78102 361362-2760 361 362.2763 Fax 13329 County Road #334 Savannah, MO 64485 816-324-0336 816-324.0337 Fax Agenda Item No. 16F1 May 11, 2010 Page 9 of 9 GOVERNMENT' CAPITAL. .-..........,--... . April 26, 2010 Artie Bay Collier County EMS 239-252-2667 ArtieBav(cjlco llierqov. net Dear Artie, Thank you for the opportunity to present proposed financing for the County. I understand the County is considering the acquisition of new medical equipment and is interested in utilizing financing. I am submitting for your review the following proposed structure: LENDER: ISSUER: FINANCING STRUCTURE: Government Capital Corporation Coliier County, Forida Tax Exempt Structure w/ $1.00 purchase EQUIPMENT COST: TERM: INTEREST RATE: PAYMENT AMOUNT: 1ST PAYMENT DUE $ 140,896.95 5 Annual Payments 4.55% $ 31,685.69 October 2010, and annually thereafter Financing for these projects would be simple, fast and easy due to the fact that: ./ \hie have an existing relationship \ovith you and have YOUi financial statements on file, expediting the process. Please keep in mind we will also need current year statements. -/ We can provide documentation that you legal counsel is familiar with. The above proposal is an expression of interest, subject to audit analysis and mutually acceptabie documentation and is not a binding commitment. The terms outlined herein are subject to change and rates are valid for fou rteen (14) days from the date of this proposal. If funding does not occur within this time period, rates will be indexed to markets at that time. Proposed funding considers the total cost of borrowing and may include rate adjust and call features aiong with effects of interest from escrow and/or issuance costs. Our finance programs are fiexible and my goal is customer delight. If you have any questions regarding other payment terms, frequencies or conditions, please do not hesitate to call. With Best Regards, .2)rew Drew Whitington Client Services CC:Stephanie Cates "YOUR PUBUC FINANCE PARTNER"