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#19-0011WV (Zoll Medical Corporation)
ZOLL Medical Corporation Corporate Resolution The undersigned does hereby certify that he is the Vice President and General Counsel of ZOLL Medical Corporation(the"Corporation"); that Steven K. Flora is the duly elected Senior Vice President and Vice President of North America Sales; that at a meeting of the Board of Directors of said Corporation held on April 25, 2006, at which meeting all Directors present and voting,the following vote was unanimously adopted: VOTED: To authorize the President and Chief Executive Officer, and any other officer of the Corporation so authorized by the President and Chief Executive Officer, acting singly, to execute and deliver on behalf and in the name of the Corporation,contracts for the role of the Corporation's products or services or to acquire products or services from other parties from time to time, such actions by any such officer being conclusive evidence of his or her authority to so act hereunder. I further certify that Steven K. Flora is the duly appointed Senior Vice President and Vice President of North America Sales of the Corporation,and that he has been so authorized by the President and Chief Executive Officer of the Corporation. I further certify that said vote has not been rescinded and is still in force and effect. •9.Ils.r.♦/wf ___. z,:::____ /Th t tz§.74, s• Aaron Grossman,Vice resident and Ge $sc r e f dif 44 ' fo .,,0 -,HfquNM.- ZOLL EXHIBIT A ACKNOWLEDGMENT FORM Collier County Agreement #19-011-WV- The Collier County Board of County Commissioners located on behalf of Emergency Services, 8075 Lely Cultural Parkway, Suite 267, Naples, FL 34113-9005, as of the date of this request, would like to access the Volusia County Florida Agreement for Cardiac Monitors and Cardiac Monitor Preventative Maintenance dated 9/15/16. This contract is effective 9/15/2016 through 9/14/2019 with ZOLL Medical Corporation. As per the purchasing agreement included therein, by signing this request, I am certifying that I am a person authorized to bind the agency, and by doing so agree to accept all terms and conditions as stated within the Volusia County Florida Agreement for Cardiac Monitors and Cardiac Monitor Preventative Maintenance dated 9/15/16. In the event of any conflict between or among the terms of the Agreement or collier County Purchase Order terms and conditions as modified in the attached Addendum A issued to initiate services under this Agreement, the Collier County's Purchase Order shall take precedence. p4 CLERK ATTEST: AGENCY NAME. CRYSTAL KINZEL,CLERK OF COURT Collier County Board of County Commissioners �S Date: , Deputy Clerk _ ha rman _ = (,al) : ature only. • v- Signed CONTRACTOR: ZOLL Medical Corporation Name: Date: AnSolis Chairman 12/13/2018 Signed: r‘ /� App :ved as to our a Le ality: Name: Steven K. Flora Dep `County Attorney Title: Sr.V.P., V.P. North American Sales 111 ADDENDUM A The following changes to the County's Purchase Order Terms and Conditions have been mutually agreed to by ZOLL Medical Corporation and the Collier County Board of Customer Commissioners: The additions to the existing language in the County's Purchase Order Terms and Conditions are shown herein by underlining;deletions are shown by strikethroughs. Paragraphs 10,11 and 19 have been modified as follows: *** 10,Indemnification VENDOR shall indemnify and hold harmless the COUNTY from any and all third-party claims, including claims of negligence, costs and expenses, including but not limited to reasonable attorneys' fees, arising from,caused by or related to the injury or death of any person (including but not limited to employees and agents of VENDOR in the performance of their duties or otherwise), or damage to tangible property (including property of the COUNTY or other persons), which to the extent arisen:1g directly from out of or are incident to a defect in the VENDOR'S goods and/or negligent acts or omissions of the Vendor or its' employees sewices-to---lie-pcevided hereunder. 11.Warranty of Non-Infringement VENDOR shall hold County and its affiliates,officers, directors, stockholders,agents and employees harmless from liability to a third party resulting from infringement by the Products of any United States patent issued as of the date of delivery of the first copy of the applicable Product. THE FOREGOING IS IN LIEU OF ANY WARRANTIES OF NONINFRiNGEMENT, WHICH ARE HEREBY DISCLAIMED. The foregoing obligation of VENDOR does not apply with respect to Products or portions or components thereof(i) that are not supplied by VENDOR; (ii) that are modified after shipment, if the alleged infringement relates to such modifications; (iii) that are combined with other products, processes or materials where the alleged infringement relates to such combination; (iv) where County continues alle:edl i:frin:in: activit after bein, notified thereof or after being informed of modifications that would have avoided the alleged infringement; (v)where County's use of the Product is incident to an infringement not resulting primarily from the Product; and (vi) where County's use is not strictly in accordance with this Agreement and documentation. if the use or sale of a Product is enjoined by order or settlement, VENDOR shall have the option to (i) procure for County the right to continue using or selling the Product; (ii) replace the Product with a non-infringing Product; (iii) modify the Product so it becomes non-infringing; or(iv)accept return of the infringing Product and grant County a credit for its original purchase value. This constitutes the entire liability of VENDOR for patent infringement by Products furnished hereunder. The party entitled to indemnification under this Section (an "Indemnified Party") shall give prompt written notice to the party that is obligated to provide such indemnification (the "Indemnifying Party"), of the commencement or assertion of any claim in respect of which an Indemnified Party will seek indemnification hereunder (each a "Claim"), which notice shall state, to the extent known to the Indemnified Party, the basis on which the Claim for indemnification is made, the facts giving rise to or the alleged basis of the Claim, and the amount(which may be estimated)of liability asserted by reason of the Claim; such notice shall also include a copy of the document (if any) by or in which the Claim is commenced or asserted. After receipt of such notice, the Indemnifying Party shall have the opportunity to assume sole control over the defense and all negotiations for a settlement or compromise of the Claim with counsel of its own choosing.The Indemnified Party 211 shall be entitled toparticipate at its own expense in the defense of the Claim; provided, that, the Indemnified Party shall not be entitled to control the defense or negotiations for a settlement or compromise of the Claim. The Indemnifying Party shall not be responsible for any settlement of a Claim that it does not approve in writing. In no event shall either party be responsible to the other for any compensation,reimbursement or damages on account of consequential damages including the lass of prospective profits or anticipated sales or for any expenditures investments or other commitments made by a party in connection with this Agreement. a)_.VE-44.. . • .•: . . . . l-goods-sold-or--serv' . -. _ . •_ Order-ace:a) U4-E . . .. . , .. _ . .. • b}- VEND, - •• e _ " • ,• _ . . . •• , elaifn. . _ , . • •, ' .. • . . - , • . - any- - t . - • e . _ . . . - _ . • _ _ . . - . . . . teR C _ . . , . -o€t}Fe-foc- •• a _ _ _ , replan-e---or modify the goods or services so that they become-r): - - • +material degradation--in-peffer• .. - , . .lity.er-additional *** 19. General a) This Purchase Order shall be governed by the laws of the State of Florida_ The venue for any action brought to specifically enforce any of the terms and conditions of this Purchase Order shall be the Twentieth Judicial Circuit in and for Collier County,Florida b) Failure of the COUNTY to act immediately in response to a breach of this Purchase Order by VENDOR shall not constitute a waiver of breach. Waiver of the COUNTY by any default by VENDOR hereunder shall not be deemed a waiver of any subsequent default by VENDOR. c) All notices under this Purchase Order shall be sent to the respective addresses on the face page by certified mail, return receipt requested, by overnight courier service, or by personal delivery and will be deemed effective upon receipt. Postage, delivery and other charges shall be paid by the sender. A party may change its address for notice by written notice complying with the requirements of this section. d) The Vendor agrees to reimbursement of any travel expenses that may be associated with this Purchase Order in accordance with Florida Statute Chapter 112.061, Per Diem and Travel Expenses for Public Officers, employees and authorized persons. e) In the event of any conflict between or among the terms of any Contract Documents related to this Purchase Order,the terms of the Contract Documents shall take precedence over the terms of the Purchase Order. To the extent any terms and /or conditions of this Purchase Order duplicate or overlap the Terms and Conditions of the Contract Documents, the provisions of the Terms and/or Conditions that are Goonty and/or-p : '_ •- , • : t . ,• _ .. . herein shall govern. �--1 ® DATE(MM/DD/YYYY) '`` a CERTIFICATE OF LIABILITY INSURANCE 11/13/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). c PRODUCER CONTACT TS NAME: Aon Risk Services South, Inc. FAX Atlanta GA Office (NC..NNo. Ext): (866) 283-7122 (A/C.No.): (800) 363-0105 a 3550 Lenox Road NE E-MAIL p Suite 1700 ADDRESS: x Atlanta GA 30326 USA INSURER(S)AFFORDING COVERAGE NAIL# INSURED INSURER A: Trans Pacific Ins Co 41238 ZOLL Medical Corporation INSURER B: Tokio Marine America Insurance Company 10945 and Subsidiaries 269 Mill Road INSURER C: The Travelers Indemnity Co. 25658 Chelmsford MA 01824-4105 USA INSURER D: Federal Insurance Company 20281 INSURER E: Mitsui Sumitomo Insurance USA Inc. 22551 INSURER F: COVERAGES CERTIFICATE NUMBER: 570073890464 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR ADDL SUER POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD MD POLICY NUMBER (MM/DD/YYYY1 MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y CLL640976001 07/01/2018 67/01/2019 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED $1,000,000 PREMISES(Ea occurrence) MED EXP(Any one person) $10,000 PERSONAL 8ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $2,000,000 o X POLICY I JECT I 1 LOC PRODUCTS-COMP/OPAGGco Excluded r 0 OTHER: rp b- B AUTOMOBILE LIABILITY CA6409761 01 07/01/2018 07/01/2019 COMBINED SINGLE LIMIT $1,000,000 u' (Ea accident) , X ANY AUTO BODILY INJURY(Per person) 0 Z OWNED —SCHEDULED BODILY INJURY(Per accident) 0 AUTOS ONLY _ AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE CO ONLY AUTOS ONLY (Per accident) ' E 0 E x UMBRELLALIAB X OCCUR EXS5200217 07/01/2018 07/01/2019 EACH OCCURRENCE $25,000,000 U EXCESSLIAB CLAIMS-MADE AGGREGATE $25,000,000 DED RETENTION C WORKERS COMPENSATION AND UB57319473 07/01/2018 07/01/2019 X PER STATUTE OTH- EMPLOYERS'LIABILITYYIN AOS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000— D Products Liab 36019266 07/01/2018 07/01/2019 Prod/comp ops/Agg $5,000,000— Retro Date 10/1/2004 Prod/Comp ops/occ $5,000,000 Deductible $200,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) `Sy Collier County Procurement Services Division and Collier County Board of County Commissioners are included as Additional Insured in accordance with the policy provisions of the General Liability policy. Waiver of subrogation applies under Workers Compensation, Automobile Liability, and General Liability. Products Liability - claims made coverage. Errors & Omissions - claims made coverage IBJ CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE f EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Board of AUTHORIZED REPRESENTATIVE County Commissioners �1 3295 Tamiami Trail East, Bldg C2 Irk' Naples, FL 34112 USA ca,fc//� �,b p� �C�O ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000057723 LOC#: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk Services South, Inc. ZOLL Medical Corporation POLICY NUMBER See Certificate Number: 570073890464 CARRIER NAIC CODE See Certificate Number: 570073890464 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S)AFFORDING COVERAGE NAIC# INSURER INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information,refer to the corresponding policy on the ACORD certificate form for policy limits. POLICY POLICY 1NSR ADDL SUBR POLICY NUMBER LIMITS W LTR TYPE OF INSURANCE INSD VD EFFECTIVE EXPIRATION DATE TTION DATE (MM/DD/YYYY) (MM/DD/YYYY) EXCESS LIABILITY 79882432 07/01/2018 07/01/2019 Aggregate $5,000,000 Ex Products Liab Each $5,000,000 Occurrence OTHER p E&O-PL-Primary 36019266 07/01/2018 07/01/2019 E&O $1,000,000 Retro Date 12/13/1996 Deductible $200,000 ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD File Number: 4061 Page 1 of 2 Date: 09/08/2016 AGENDA ITEM Item: 34 [] Ordinance [] Resolution [] Budget Resolution [X] Other Department: Public Protection Division: Emergency Medical Services Subject: Contract for cardiac monitors and cardiac monitor preventative maintenance, RFP 16- P-64AK. Terry Boczkus Jeaniene Jennings Legal County Manager's Office Proxy for Terry Sanders Director Purchasing Director Public ProtectionMichael G.Moore Donna de Peyster Department Approval (_ Deputy County Manager kitiatith Approved in Accordance with Purchasing Policies and Procedures Approved as to Form John Robert Zaragoza Tammy Bong and Legality Director Emergency Director Management and Medical Services Budget Division Approval -.4"Yot tart Approved as to Budget Requirements Council Action: Approved as recommended. Modification: Fund Number(s): Description: Amount: 002 Emergency Medical Services 002-555-1000-6430-Other Equipment $1,560,000.00 140 Fire Services 140-540-8000-6430 -Other Equipment $864,000.00 002 Emergency Medical Services 002-555-1000-4760-Maint.-Other Equipment $72,410.00 (fiscal year 2018) 140 Fire Services 140-540-8000-4670 -Maint-Other Equipment $40,382.00 (fiscal year 2018) Total Item Budget: $2,536,792.00 Staff Contact(s): Phone: Ext. Terry Sanders 386 740 5120 16620 John Zaragoza 386 236 3510 26653 Jeff B Smith 386 736 5940 12479 Summary/Highlights: The county solicited proposals for cardiac monitors and cardiac monitor preventative maintenance. The county received two proposals as shown on the attached tabulation sheet. An evaluation committee comprised of John Gamble, operations manager, public works; Dona D. Butler, director, community services; Laura Bounds, sheriffs office program manager; Rhonda Orr, director, business services; and Terry Sanders, director, public protection, reviewed the responses. The committee recommends award to Zoll Medical Corporation, Chelmsford, Mass. A proposed contract, including exhibits, is attached. The county will issue a purchase order for the cardiac monitors. For the cardiac monitor Budget 4-4 File Number: 4061 Page 2 of 2 preventative maintenance, staff is requesting approval to issue a master agreement for three years with two one-year renewals (contingent upon county council approval). The cost of the cardiac monitors is approximately $2,424,000 and estimated annual cost of the preventative maintenance is $112,792. Recommended Motion: Approval. Budget 4-4 Volusia County FLORIDA REQUEST FOR PROPOSAL FOR Cardiac Monitors RFP NO. 16-P-64AK Closing Date: March 22, 2016 DO NOT RESPOND TO THIS SOLICITATION ON LINE SEE SECTION 1.3.4,DELIVERY OF PROPOSALS Purpose of RFP The purpose of this Request for Proposal (RFP) is to solicit competitive sealed proposals for Cardiac Monitors for the County of Volusia, Florida. 16-P-64AK,Cardiac Monitors Page 1 of 53