Agenda 09/10/2024 Item #16F1 (Approve and authorize the issunance of a Purchase Order, as modified by Non-Standard Agreement #24-021-NS, for an expenditure in the amount of $163,858.75)16.F.1
09/10/2024
EXECUTIVE SUMMARY
Recommendation to approve and authorize the issuance of a Purchase Order, as modified by Non -Standard
Agreement # 24-021-NS, for an expenditure in the amount of $163,858.75 for a sole source purchase to
upgrade an existing service plan to a worry -free service plan from Zoll Medical Corporation for a period of
two years, commencing on March 8, 2024, through and including March 7, 2026.
OBJECTIVE: To upgrade the existing limited warranty program to a worry -free service plan for the County's
Zoll cardiac monitors and parts.
CONSIDERATIONS: As authorized by Section Eleven, Procurement Methods, sub paragraph 10 of the Collier
County Procurement Ordinance 2017-08, as amended, staff requests that the Board find that it is in the best interest
of the County to purchase a worry -free service plan and related materials from Zoll Medical Corporation ("Zoll") as
a sole source vendor for the period March 8, 2024, through and including March 7, 2026.
If approved, the purchase would be initiated through the issuance of a Collier County Purchase Order, as amended
by the attached Non -Standard Agreement # 24-021-NS, which modifies some standard terms and conditions of the
Purchase Order as a result of negotiations with Zoll. Staff intends to conduct a thorough review of possible other
providers/competitors and peer counties for these services within two years and will prepare a cost to benefit
analysis to determine if the County should continue with Zoll and its services or migrate to a different vendor.
Presently, there are only two companies that manufacture cardiac monitors for first responders. Cardiac monitors
are required under the statutes governing Collier County EMS. Zoll Medical Corporation is the sole authorized
repair and service provider for our inventory of Zoll cardiac monitors.
Staff recommends that the Board approve the proposed upgrade to a worry -free service plan. Cardiac monitors are
used by EMS to evaluate and monitor patient's heart rhythms and to provide defibrillation and invasive cardiac
procedures, as needed.
The cardiac monitors currently in use were purchased in FY18 (Agenda Item 16.E, December 11, 2018), at which
time EMS reported to the Board that it was working on an upgraded patient care reporting system and that the
improved cardiac monitors would allow for a seamless syncing of cardiac rhythms and patient vital signs to be
uploaded into the reporting system from the cardiac monitor.
The cost associated with this upgrade is approximately 2% of the County's $1.5 million investment in cardiac
monitors. Thus, making the adoption of the worry -free plan an ideal solution to realize better cost management and
take a preemptive approach to quality patient care. An alternate supplier would require consideration of inferior
equipment in addition to an investment in the general vicinity of $1.5 million dollars.
FISCAL IMPACT: Funds are budgeted in EMS cost center 144610 for two payments of $81,929.38 to be
invoiced annually with expenditures occurring in FY24 and FY25.
GROWTH MANAGEMENT IMPACT: No Growth Management Impact is associated with this action.
LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote for Board
approval. -SRT
RECOMMENDATION: Recommendation to approve and authorize the issuance of a Purchase Order, as modified
by Non -Standard Agreement # 24-021-NS, for an expenditure in the amount of $163,858.75 for a sole source
purchase to upgrade an existing service plan to a worry -free service plan from Zoll Medical Corporation for a
period of two years, commencing on March 8, 2024, through and including March 7, 2026.
Prepared bX: Cherie DuBock, Accounting Supervisor, Emergency Medical Services
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16.F.1
09/10/2024
ATTACHMENT(S)
1.24-064-VW - Zoll (PDF)
2.2024 Zo1123.021.NS 07.16.24 (PDF)
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16.F.1
09/10/2024
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.17.1
Doe ID: 28900
Item Summary: Recommendation to approve and authorize the issuance of a Purchase Order, as modified by
Non -Standard Agreement # 24-021-NS, for an expenditure in the amount of $163,858.75 for a sole source purchase
to upgrade an existing service plan to a worry -free service plan from Zoll Medical Corporation for a period of two
years.
Meeting Date: 09/10/2024
Prepared by:
Title: — Emergency Medical Services
Name: Cherie DuBock
05/14/2024 10:57 AM
Submitted by:
Title: — Emergency Medical Services
Name: Bruce Gastineau
05/14/2024 10:57 AM
Approved By:
Review:
Emergency Medical Services
Bruce Gastineau
EMS Chief Review
Procurement Services
Vanessa Miguel
Level 1 Purchasing Gatekeeper
County Attorney's Office
Scott Teach
Level 2 Attorney Review
Procurement Services
Sandra Srnka
Procurement Director Review
Emergency Management
Michael Choate
Executive Director Review
Office of Management and Budget
Agnieszka Chudy
OMB Reviewer
Office of Management and Budget
Debra Windsor
Level 3 OMB Gatekeeper Review
County Attorney's Office
Jeffrey A. Klatzkow
Level 3 County Attorney's Office Review
Corporate Business Operations
Jennifer Reynolds
OMB Reviewer
County Manager's Office
Amy Patterson
Level 4 County Manager Review
Board of County Commissioners
Geoffrey Willig
Meeting Pending
Completed
07/12/2024 1:23 PM
Completed
07/15/2024 8:17 AM
Completed
07/17/2024 8:19 AM
Completed
07/19/2024 3:37 PM
Completed
07/19/2024 4:16 PM
Completed
07/19/2024 4:23 PM
Completed
07/22/2024 9:24 AM
Completed
07/22/2024 1:48 PM
Completed
08/06/2024 10:51 AM
Completed
09/04/2024 10:22 AM
09/10/2024 9:00 AM
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CO1 er Count
y
Procurement
WAIVER REQUEST FORM
Instructions: The Procurement Ordinance, 17-08, as amended, Section Eleven, Procurement Methods, defines single
and sole source. Complete this form for purchases greater than $3,000 and provide the supporting documentation to
the Procurement Services Division. Waiver requests greater than $50,000 will require approval by the Board of
County Commissioners. Complete all sections of thisform priorto submitting it to Procurement.
Definitions:
• Single source refers to a procurement directed to one source because of standardization, warranty, or other
factors, even though other competitive sources may be available.
• Sole source refers to a procurement where the selection of one particular supplier to the exclusion of all others
may be based on a lack of competition, proprietary technology, copyright, warranty, or a supplier's unique
capability.
SECTION ONE
Requester Name: Tony Camps
Division: EMS/CMO
Item/Service: Zoll monitor parts and repairs
Vendor Name: Zoll Medical Corporation
SECTION TWO
Historical Countywide
Requested Date Range:
Not to Exceed Amount
Is there an agreement
Spend:
Per Fiscal Year:
associated with this waiver to
$ 2,222,194
3/8/2024-3/7/2026
$ 100,000
be reviewed by Contracts?
0Yes No
SECTION THREE
Quote/Proposal: (.) Yes O No
Agreement/Terms & Conditions: O Yes No
If yes, attach.
If yes, attach.
SECTION FOUR
Q Sole Source Q Single Source
Q One Time Purchase Q Multiple Purchases
SECTION FIVE
Description of Purchase. Enter a description of the item(s) that will be purchased under this waiver.
The service purchased under this waiver include the upgrade of the existing limited warranty program to the
"Worry -Free Service Plan for the Zoll X-Series. The Worry -Free Plan includes Annual preventive maintenance, discounts
of 27% on new cables, 27% discount on additional lithium SurePower Batteries, 27% discount on parameter upgrades,
Lithium -ion SurePower II Battery replacement upon failure, and accidental damage coverage. This purchase expedites
service and availability of units for field deployment.
Purpose. Describe in detail the public purpose of the requested item(s) and why it is essential to County operations.
Cardiac monitors are an essential diagnostic and therapeutic tool in the paramedic's arsenal. Cardiac monitors allow
paramedics to identify cardiac anomalies as well as provide life-saving electrical therapy in life threatening conditions.
In addition, cardiac monitors facilitate the diagnosis and treatment of non -cardiac related emergencies such as
respiratory emergencies and poisoning. Cardiac monitors are required under the statutes governing Collier County EMS.
That said, management of incidental repairs outside of the warranty plan is ineffective and reactive in nature. Thus,
making the adoption of the Worry -Free Plan an ideal solution to better cost management and preemptive approach.
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SECTION SIX
Information Technology. Select Yes if the products/services are related to Information Technology. If yes, provide the
Purchasing Compliance Code (PCC) number or email approval documentation.
Q Yes (�) No If yes, provide the PCC number: N/A
SECTION SEVEN
Justification. Identify the criteria that qualifies this purchase as a sole or single source. Check all that apply (if a box is
checked, make sure to provide an explanation below):
OSole Source
❑✓ Only Authorized Vendor or Distributor. Is this vendor the only vendor authorized to sell this product/service?
If yes, explain below and provide documentation from the manufacturer confirming claims made by the
distributors.
❑ No Comparable Product or Service. Is there another vendor who can provide a similar product/service,
regardless of cost, convenience, timeliness, etc.?
❑ Product Compatibility. Does this product/service provide compatibility with existing equipment that prohibits
switching to another comparable brand/vendor? If yes, provide the detailed explanation below, including what
would occur if the other brand/vendor were used.
❑ Proprietary. Is this product/service proprietary? If yes, provide a detailed explanation below on how its use is
restricted by patent, copyright, or other applicable laws and provide documentation validating that claim.
OSingle Source
❑ Standardization. Is this product/service part of a purchase that the County has already standardized on? If yes,
please provide detailed information below.
Date of BCC Standardization: BCC Agenda Item Number:
❑ Warranty. Is this the only vendor able to complete factory -authorized warranty services on County owned
equipment? If yes, provide the documentation verifying the warranty.
❑ Geographic Territory. Is this vendor the only vendor authorized to sell this product/service in our region? If
yes, provide documentation from the manufacturer confirming those claims.
❑ Other Factors. Any other reason not listed above. Explain below.
Explain. How does this purchase meet the identified sole or single source criteria checked above?
Zoll Medical Corporation is the sole authorized repair and service provider for Zoll cardiac monitors. The
Company does not subcontract services or authorize third party providers to offer maintenance and service
repairs on their behalf. Please see attached sole source letter indicating these parameters.
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How was the decision made to use this vendor? Describe in detail if a formal standardization process was performed
via Procurement or if there is a historical precedence established for the use of the product, please explain purchase,
and use history and the current level of County investment in the product.
As noted, cardiac monitors are a staple on the pre -hospital setting and their utility as well established standard due to
its various roles in patient assessment and treatment. The division transitioned to Zoll X-Series after an exhaustive
market evaluation. A formal standardization process selected Zoll cardiac monitors as the platform to provide service
to the citizens and visitors of Collier County. The BOCC approved the acquisition in late 2018 and the transition process
completed in mid-2019. At the moment the County's investment exceeds $1.5 million in equipment and accessories. In
addition, clinicians have developed critical competency levels with direct correlation to the quality of patient care.
Explain why it is in the County's best interest to use this product/service rather than issuing a competitive solicitation.
What are the benefits from the continued use? Are there costs that would be incurred if a different vendor/product
was used? What would occur if another brand/vendor was used?
As noted, Zoll is the sole provider of maintenance and repair services for the X-Series. The County has invested over
$1.5 million in equipment (55 cardiac monitors) and several other thousands in accessories, suggesting it is in the best
interest of the County to maintain course. Consideration of a different vendor or product would require a similar
capital investment. In addition, suggesting the use of an off -market service would render the units out of warranty
repairs in accordance with manufacturers guidelines. While no other vendor is available the cost of changing to a
different brand is close to the dollar figure listed above in conjunction with the disruption to the clinical competency
developed by field personnel.
Explain how the pricing compares to other vendors/products and is it considered to be fair and reasonable. Provide
information of historical use and whether pricing has increased/decreased. If sole source and no other product is
available, provide the cost for addressing the needs via an alternate approach.
The division has been using the services of this vendor since 2018-2019. Since then, the vendor has been sensible to
the County's fiscal responsibilities and provided reasonably priced service. There is no alternate approach to access
these services as Zoll is the sole authorized service provider in North America. Exploring repair services through
unauthorized vendors would void the manufacturer's warranty and render the units not serviceable for clinical use.
An alternate approach would require consideration of inferior equipment in addition to an investment in the general
vicinity of $1.5 million dollars.
Will this purchase obligate the County to future ancillary products or services, either in terms of maintenance or
standardization? If yes, explain what types.
OYes O No
WAIVER REQUEST FORM Page 3 of 4
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16.F.1.a
Market research and market alternatives. When was the last time a market evaluation was performed to determine if
either the technology or vendor offerings have changed? Based on the life expectancy of the product, when do you
anticipate evaluating the market again? Attach a detailed market evaluation report if the complexity, duration, and dollar
amount of the purchase will be a high risk to the County.
Market research conducted within the last 90 days reveals no new repair and service opportunities. Similarly, market
considerations include an evaluation of new market items (i.e., Tempus Pro, Phillips, and LifePak 15 from Physio
Control). The features offered by these models in contrast to Zoll, suggest Zoll's remaining shelf life provides a robust
platform for the County to continue providing the highest level of care. Market research indicates existing Zoll
platform is compatible with upcoming upgrades designed to match features offered by noted competitors.
The cost associated with this waiver is approximately 2% of the County's $1.5 million investment in cardiac monitors.
It is a felony to knowingly circumvent a competitive process for commodities or services by fraudulently specifying
sole source. Florida Statute 838.22(2).
SECTION EIGHT
Requested by:
Signature:
Tony Camps Digitally signed by Tony Camps
Tony Camps
Date: 2023.12.21 12:37:49-05'00'
Division Director:
Signature:
Bruce Gastineau
B ru Ce Gas}� n ea U Digitally signed by Bruce Gastineau
l Date:2023.12.21 16:47:26-05'00'
Department Head (Required if over $50,000):
Signature:
C h M i I Digitally signed by Choate Michael
oate ch ae Date: 2024.01.06 11:54:28-05'00'
Procurement Strategist:
Kristofer Lopez
Signature:
LopezKristofer Digitally signed by LopezKristofer
Date: 2024.01.08 10:06:52-05'00'
Procurement Director (or designee):
Sandra Srnka
Signature:
Digitally signed by Sandra Srnka
Sandra rn ka Date: 2024.01.24 13:26:46-05'00'
Procurement Use Only
Date Advertised: 12/28/23
Approved For:
Approved by Board:
Contract #: 24-021-NS
Date of Recommending
Date:
Contract Not Applicable ❑
Start Date: 3/8/24
Designation: 1/19/24
Date of Designation
End Date: 3/7/26
Agenda#:
Exemption #: 64
Denied:
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COLLIER COUNTY NON-STANDARD AGREEMENT #24-021-NS
FOR
112-Year Annual Preventative Maintenance and Battery Replacement Service Plan"
BETWEEN
COLLIER COUNTY
AND
ZOLL MEDICAL CORPORATION
ATTACHED:
1. Zoll Quotation: 00038155
2. Addendum to Collier County Purchase Order Terms and Conditions
Denartment/Divigion
Emergency Medical Services
9075 I,ely Cultural Parkway, Suite 267
Naples, Florida 34113
Division Point of Contact
Tony Camps, EMS Division Chief
Email. Juan.Carn s coiliercount fl. ov
91
Cherie DuBook, Accounting Supervisor
Phone: 239-252-5756
Email: Cherie.DuBock(@.roll_iercountvtl.ao_v
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LLOZOLL Medical
Corporation
ZO269 Mill Road
EXPERTCAR£ EXTENDED WARRANTY & PREVENTIVE MAINTENANCE CONTRACT Chelmsford, MA01824-4105
Collier County Emergency Medical Services (Customer # 3035) (978) (SDD)34848 -9011-9Main
11
(978) 421-0022 Fax
Attn; Tony Camps 239-252-3740 / Juancamps@colliergov.net
Bill To; Collier County Emergency Medical Services Ship To:
3299 Tamiami Trail E Suite 700
Naples, FL 34112
From: Hannala Farrell QUOTATION;
Service - Business Administration Quote Date:
(978) 421-6492 / hfarrell@zoll,com Quote Pricing:
PM Contact; Tony Camps - 239-252-3740 Juancamps@colliergov.net
X Series
Collier County Emergency Medical Services
8075 Lely Cultural Parkway Suite 267
Naples, FL 34113
00038155
July 15, 2024
Valid for 60 Days
Part No Descrkption Contract Dates Qty Price Adj. Price Ext. Price
Page 1 of 5
P.O. it
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ZOLL,.
EXTENDED WARRANTY & PREVENTIVE MAINTENANCE CONTRACT
Collier County Emergency Medical Services (Customer # 3035)
Quote No. 00038155 Continued
X Serles
_Part No__
Description _
Contract Dates
8889-89002-
_ _ _ _ _ _
Professional Defibrillators/Monitorsµ- Worry -Free Service
03/08/2024
WF
Plan - 2 Years
to
X SERIES -Worry -Free Service Plan, 2 Years, Post -sale.
03/07/2026
Includes: Annual preventive maintenance, SurePower
Battery replacement upon failure, and accidental damage
coverage {see comments). Shipping and use of a Service
Loaner during repairs, no charge shipping. Extended
warranty Is a continuation of the EMS One Year Product
Limited warranty.
ACCIDENTAL DAMAGE COVERAGE
Includes one device outer housing replacement/year/device.
This coverage excludes devices that are deemed beyond
repair and/or catastrophic damage. Cosmetic damage that
does not affect the integrity of the device would not require
outer housing replacement.
BATTERY REPLACEMENT PROGRAM
- Only batteries identified as part of the service contract will
be replaced
- Batteries must be maintained per ZOLL`s recommended
maintenance program
- Up to three batteries per device/per year will be replaced
upon failure, throughout the term of the ExpertCare Service
contract, should the SurePower battery or SurePower
Charger display a fault
- Batteries must undergo evaluation and confirmation of
failure by Technical Support and/or an on -site field service
technician, including a visual confirmation of failure by our
service team.
- Batteries over S years of age are ineligible for replacement.
Serial Number(s): AR18G033274,AR18K036493
AR18L036746,AR19A037530
AR19AO37539,AR19A037626
AR19A037635,AR19A037637
AR19AO37652,AR19AD37656
AR19A037666,AR19A037680
AR19A037681,AR19AO37826
AR19B038139,AR19B038233
AR19B038236,AR19B038237
AR1915038238,01913038239
AR196038240,AR198038241
AR19B038242,AR19B038243
AR19B038247,AR19B038252
AR19B038253,AR19BO38258
AR19B038261,AR19BO38272
AR196038273,AR196038275
AR19B038479,AR19B038484
AR198038485,AR198038488
AR19B038492,AR19B038493
AR19 B038495,AR19B038947
AR19B038848,AR19B038849
AR19B038852,AR19B038853
AR196038854,A111913038856
AR19B038859,AR198038860
AR198038661,A11198038862
AR19B038865,AR19B038867
AR19BO38868,AR19B038108
AR19B038751
ZOLL Medical Corporation
269 MITI Road
Chelmsford, MA 01924-4105
(978) 421-9655 Main
(800)348-9011
(978) 421.0022 Fax
Qty Price Adj. Price Ext. Price
55 $3,505.00 $2,979.25 $163,858.75
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TOTAL: $163,858.75
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ZOLL Medical Corporation
LL, Che Mill Road
ZOChelmsford, MA p1824-4105
EXTENDED WARRANTY & PREVENTIVE MAINTENANCE CONTRACT (978) 421-9655 Main
(800)348-9011
Collier County Emergency Medical Services (Customer # 3035) (978) 421-0022 Fax
Quote No: 00038155 Continued
COMMENTS: Special payment terms: Two (2) payments to be invoiced annually, First payment will invoice on or before 3/8/2024 upon receipt of P0,
and the second payment will invoice on 3/8/2025.
1, Applicable tax will be added at the time of invoicing.
2. Payment terms are Net 30 after ZOLL Medical Corporation invoice date.
3. If PM's are purchased or applicable: PM work will be scheduled 60-90 days after the agreement is signed.
4. 15% Multi -Unit Discount only applies when the Total Contract Value is invoiced in full and paid in Net 30 Days.
TERMS & CONDITIONS: The terms and conditions of this contract are set forth In the attachments. By signing this contract, Customer acknowledges
having read the terms and conditions and agrees to be bound by them,
ZOLL Medical_ Corporation
signaturesignKurt
: Kurt Sandstrom ,),,,:Digitally 024.0i78140251ndstrom 04'00'
Vice President/General Manager, EMS
Name: Hannala Farrell
Title: Service -Business Administration
Date:
ATTEST
CRYSTAL K. KiNZEL, CLERK
BY:
Page 3 of 5
Collier County_ Emergency Medical Services
Authorized Signature:
Print Name
Title:
Date:
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16.F.1.b
ZOLL Medical Corporation Quote No:00038155
EXTENDED WARRANTY & PREVENTIVE MAINTENANCE CONTRACT for Collier County Emergency Medical Services
Preventive Maintenance Terms and Conditions
1, Preventive maintenance ("PM") will be invoiced upon ZOLL's receipt of quote with an authorized signature (the "PM Contract") and, if available,
a purchase order.
2. Any PMs that remain unused as of the end of a one-year PM contract will be forfeited and no monies will be refunded to the customer. Any PMs
that remains unused as of the end of the Initial term of the Multi -year PM Contract will automatically roll over into the next year of the PM
Contract, Any PMs that remains unused as of the end of the second and subsequent years of the PM Contract, will be forfeited and no monies will
be refunded to the customer.
3. If the customer purchases new ZOLL equipment, unused PMs will be transferred to the new equipment at the end of the factory warranty.
4. If ZOLL determines during the course of performing PM that a repair is required and the device is not covered under warranty, ZOLL will request
customer authorization In order to repair the device.
5. Upon the customer's request, a loaner will be provided free of charge pursuant to ZOLL's loaner Policy. The loaner will be provided for use while
the device is being serviced by ZOLL,
6. It is the customer's responsibility to ensure devices covered by the PM Contract are available for Preventative Maintenance at the scheduled
times.
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ZOLL Medical Corporation Quote No:00038155
EXTENDED WARRANTY & PREVENTIVE MAINTENANCE CONTRACT for Collier County Emergency Medical Services
Extended Warranty Terms and Conditions
1, The ZOLL Extended Warranty ("EW") extends the term of ZOLL's Factory Warranty by the number of years selected by the customer. EW
coverage commences upon the expiration of the Factory Warranty, and is subject to the terms and conditions contained In the Factory Warranty,
The EW does not apply to accessories.
2. The price of the EW will be Invoiced upon ZOLL's receipt of quote with an authorized signature from the customer and, If available, a purchase
order from the customer.
3. The EW is not transferrable and cannot be cancelled, However, If the customer replaces equipment covered by an EW with new ZOLL
equipment, upon customer's request, the remaining time under the EW will be transferred to the new equipment at the end of the factory
warranty. All requests to transfer the remaining balance of an EW must be submitted in writing to the ZOLL Service Contracts department within 60
days of date of shipment of new equipment. Failure to submit EW transfer request will result in the forfeiture of remaining EW.
4. if the customer has a claim under an EW, customer must call the ZOLL Help Desk (800-348-9011) to arrange for a Return Authorization in
advance of sending the unit for evaluation at ZOLL Headquarters,
5. All repairs are perforated at ZOLL headquarters in Chelmsford, MA, If a unit needs to be repaired, upon the customer's request, a loaner will be
provided free of charge pursuant to ZOLL's Loaner Policy.
6. If no claims are made under the EW during the EW period, the purchase price of the EW is not refundable.
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ADDENDUM TO COLLIER COUNTY'S
PURCHASE ORDER TERMS AND CONDITIONS
(version reviewed 08/10/23,,12/18/13;05/05/2010)
This Addendum to Collier County's purchase Order Terms And Conditions ("Addendum") is hereby
incorporated into the Collier County Non -Standard Agreement #24-021-NS FOR "2-Year Annual Preventative
Maintenance and Battery Replacement Service Plan" ("Contract") between Collier County ("County",
"COUNTY" or "Client") and ZOt-I_ Medical Corporation ("Vendor" or "CONTRACTOR"), a Massachusetts
corporation, authorized to conduct business In the State of Florida with principal address 269 Mill Road,
Chelmsford, MA 018424 (collectively, the "Parties").
In the event of a conflict between the Contract and this Addendum, the terms and conditions of this Addendum
shall control. The Parties have mutually agreed to the changes outlined In this Addendum and this Addendum shall
apply to any purchase order Issued by the County to the Vendor and only while the County's Contract identified
above is in place.
The additions are shown herein by underlining; deletions are shown by ssr'�z�„ ethroughe in the Collier County's
Purchase Order Terms and Conditions portion of the Contract.
Section 1: Offer; hereby modified as follows:
This offer is subject to cancellation by the COUNTY without notice if not accepted by ZOI-L Medical
Corporation ("VENDOR") within fourteen (14) days of issuance.
Section 2: Acceptance and Confirmation; hereby modified as follows.
This Purchase Order (including all documents attached to or referenced herein including VENDOR _J
Preventative Maintenance Terms and Conditions and Extended Warranty Terms and Conditions o
collectively, the "Contract Documents") constitutes the entire Agreement between the parties, unless o
otherwise specifically noted by the COUNTY on the face of this Purchase Order. Each delivery of goods
and/or services received by the COUNTY from VENDOR shall be deemed to be upon the terms and co
conditions contained in this Purchase Order.
N
No changes or additional terms may be added to the Purchase Order except by written instrument
executed by the COUNTY. VENDOR is deemed to be on notice that the COUNTY objects to any
additional or different terms and conditions contained in any acknowledgment, hyper- link, invoice, or
other communication from VENDOR, notwithstanding the COUNTY'S acceptance or payment for any Z
delivery of goods and/or services, or any similar act by VENDOR.
Section 3: Inspection; hereby modified as follows:
All goods and/or services delivered hereunder shall be received subject to the COUNTY'S inspection
and approval, and payment therefore shall not constitute acceptance,-Ati -payrneAts-,are—,A;�b e"
adjustment W shad ge-er-rejei%err All defective or nonconforming goods will be returned pursuant to
VENDOR'S instructions at VENDOR'S expense,
Tothe ,..f� �,� ;r+ sa ef_�i;es-a-caries ofperformances-�y-ALE DO", e COUNTY
prespeetiveiy-resewes # entire-Fendef-oU#w-Purchase-Order- gelds -ands
6ePAGesVfovided4mriy4n the term of the PurGhase Order are hen-sen#er+r�irtg er�t1 t
Page 1. of 5
Addendum to Collier County's Purchase Order Terms and Conditions
Between Zoll Medical Corporation and Collier County noo
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16.F.1.b
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Section 4: Shipping; hereby modified as follows:
All goods are FOB destination and must be suitably packed and prepared to secure the lowest
transportation rates and to comply with all carrier regulations. The risk of loss of any goods sold
hereunder shall transfer to the COUNTY at the time and place of delivery; provided that the risk of loss
prior to actual receipt of the goods by the COUNTY nonetheless remains with VENDOR. The VENDOR
shall be responsible for filing, processing, and collecting all damage claims with the shipping carrier
and/or its insurance carrier.
No charges will be paid by the COUNTY for packing, crating, or cartage unless otherwise specifically
stated in this Purchase Order. Unless at pfavided +the PyrGhase Order, nenv !Ges-sha"e
issa , e-pAer� ►ery:-Unless ffeigWr-a-nd-etheF oha ges are item4ed- any-diseeent
will -be taken en4 e-full-amoutfit of invoice,
All shipments of goods scheduled on the same day via the same route must be consolidated. Each
shipping container must be consecutively numbered and marked to show this Purchase Order number.
The container and Purchase Order numbers must be indicated on the bill of lading. Packing slips must
show the Purchase Order number and must be included on each package of less than container load
(LCL) shipments and/or with each carload of equipment, -The COUNTY re rves ht tine rig`� to rtee er
return an, ipmen"r- e Wipment at VENDOR'S ex e that is„a# rHar-ke rdef
numbers. VENDOR erthe-vain ade ender this Purehas
Brder •cr un to maw iuil-iwmi6e Iue of 6UGh--ftrnent-
Section 5: Payment Terms; hereby modified as follows:
Payment will be made upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stats.,
otherwise known as the "Local Government Prompt Payment Act," and, pursuant to the Board of County
Commissioners Procurement Ordinance, as amended. All invoices must contain the Purchase Order
number and any other specific information as identified on the Purchase Order and be sent to:
Collier County Board of County Commissioners
Attn: Accounts Payable
3299 Tamiami Trail, East, Ste 700
Naples FL 34112-6749
OR email to:
becapolerk(McgIllerclerk.com
Disesants forprompt pay ent-wiil--be-sernpute 'pt-af-geode-er-ffo He date-e#
reeeipt�f-inveiees- -whieheveF is-latef,
Section 6: Time is of the Essence; hereby modified as follows:
paikWe-GU EMC) R to ge"eiiveny-scl3eduies ar-del'
the -GO alene shall 4T-Y-to-se^'-�a.l�ies available to It at4aw-e"A--e}oit)�.
VENDOR .ag a},flbarse tip enses I n4mferaing4t&-r4gs VENDOR
agrees that the undiscovered delivery of nonconforming goods and/or services is not a waiver of the
COUNTY'S right to insist upon further compliance with all specifications.
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Addendum to Collier County's Purchase Order Terms and Conditions
Between Zoll Medical Corporation and Collier County
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Section 7: Changes; hereby modified as follows:
The COUNTY may, at any time and by written notice, make changes to drawings and specifications,
shipping instructions, quantities, and delivery schedules within the general scope of this Purchase
Order. &h"d-any-sesl}shra4e4ncrease OF deSFeaa the cost of or -the- me reg iFed for performance
GMe o fder;-an-equitable-adjustment4n4he-pke-wd/or eliveFy sche ule-wlll "egotiated
by the GOUN rgdAI NDGR.-Notwlthetanding4e4efegoing;-//END at+ve-obligation
to give notice if the shang lt decrease eos R-rnust be made
wftn tf e-da#e ttie eh nge-is order of wit 4--s-uGh-addifienal-pefied of time -as
ma"e-agreed upon by tire- parties
Section S: Warranties; hereby modified as follows:
VENDOR expressly warrants that the goods and/or services covered by this Purchase Orderwill conform
to the VENDOR'S published documentation speslfisation drawings; samples, Ber derGrIptlon6
farnisF-speeified bythe GQIJNT—;-an"ill-be-of6atlsfaetory, a;d-qualify-pradust+aa, free
from defects in material and workmanship under normal use and maintenance conditions for the neriod
of time set forth in VENDOR's Warranty and suffislentfor the -purpose Intendea. Goods shall be delivered
free from any security interest or other lien, encumbrance, or claim of any third party. These warranties
shall survive inspection, acceptance, passage of title and payment by the COUNTY.
Section 11: Indemnification; hereby modified as follows;
To the maximum extent permitted by Florida law, the VENDOR shall defend, indemnify and hold
harmless Collier County, its officers and employees from any and all third Va liabilities, damages, g
losses, and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether o
resulting from any-elaimed-breach-of- this- Agreement y' -NDOR, any statutory or regulatory violations,
or from personal injury, property damage, d4eet er-s nsegaentlal damages, or eeenem!G less, to the
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extent directly caused by the negligence, recklessness, or intentionally wrongful conduct of the (.0
VENDOR or anyone employed or utilized by the VENDOR in the performance of this Agreement. This
indemnification obligation shall not be construed to negate, abridge or reduce any other rights or
remedies which otherwise may be available to an indemnified party or person described In this Z
paragraph. N
This section does not pertain to any incident arising from the sole negligence of COLLIER COUNTY.
11.1 The duty to defend under this Section 11 is independent and separate from the duty to indemnify,
and the duty to defend exists regardless of any ultimate liability of the VENDOR, COUNTY and any
indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and
written notice of such claim being provided to VENDOR. VENDOR'S obligation to Indemnify and defend
under this Section 11 will survive the expiration or earlier termination of this Agreement until it is
determined by final judgment that an action against the COUNTY or an indemnified party for the matter
indemnified hereunder is fully and finally barred by the applicable statute of limitations.
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Section 12: Warranty of Non -Infringement; hereby modified as follows:
a) VENDOR represents andNvarrants that all goods sold, or services performed under this Purchase
Order are a) in compliance with applicable laws; b) do not infringe any patent, trademark, copyright, or
trade secret; and c) do not constitute unfair competition.
b) VENDOR shall indemnify and hold harmless the COUNTY from and against any and all third-
>Ly-claims, including claims of negligence, costs, and expenses, including but not limited to attorneys`
fees, that -arse to the extent directly caused from any claim, suit or proceeding alleging that the
COUNTY'S use of the goods and/or services provided under this Purchase Order are inconsistent with
VENDOR'S representations arfiaaties in Section 12 (a).
c) If any claim which arises from VENDOR'S breach of Section 12 (a) has occurred, or Is likely to
occur, VENDOR may, at the COUNTY'S option, procure for the COUNTY the right to continue using
the goods or services, or replace or modify the goods or services so that they become non- infringing,
(without any material degradation in performance, quality, functionality, or additional cost to the
COUNTY).
Section 16: Force Majeure; hereby modified as follows:
Neither the COUNTY nor VENDOR shall be responsible for any delay or failure in performance resulting
from any cause beyond their control, including, but without limitation to, war, strikes, civil disturbances,
shortage of materials, and acts of nature. When VENDOR has knowledge of any actual or potential force
majeure or other conditions which will delay or threatens to delay timely performance of this Purchase
Order, VENDOR shall immediately give notice thereof, including all relevant Information with respects to
what steps VENDOR is taking to complete delivery of the goods and/or services to the COUNTY.
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Section 20: General; subsection h); is hereby modified as follows: C'
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h) Payments will be made for services furnished, deliveredlid-aeeepted,--tipen- fe6elpt-and Z
approval of 1 Ices- subm]44ed-a-n- e Fate of ^ pAee a n k4eef
eentraet. Any e;y-sul3milssien-of invoices beyond4he�ee fied-steadline-pehad-4&�bjest to -per - o
paymeder�e-legal-doetfine-e matted. -Time shaI4 be�-- eereedef4he N
nt-un
one vr�} speet#a'the ely�- bwAssien of Invelees ffider this agreement: -in accordance with
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Section 218,73, Florida Statutes, the Local Government Prompt Payment Act. and the COUNTY shall N
pay_all properly completed and correctly addressed invoices within 40 days of receipt of the invoice for c
goods or services received. N
[Signature page to follow]
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Addendum to Collier County's Purchase Order Terms and Conditions `
Between Zoll Medical Corporation and Collier County �CAOJ
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Dr=Sign Envelope ID: 7FiF9274.6286.43F3-ACOB-174F23D3F944
IN WITNESS WHEROF and as evidence of the adoption of the Addendum set forth herein, this Instrument
has been executed by the duly authorized officer of each Party, effective on the date last written below,
ATTEST:
Crystal K. Kinzel, Clerk of the Circuit BOARD OF COUNTY COMMISSIONERS
Court and Comptroller COLLIER COUNTY, FLORIDA
By: By:
Chris Hall, Chairman
Dated:
(SEAL)
Contractor's Witnesses: CONTRACTOR:
/ Zoll Medical Corporatl
[�G E
First Witness
a
Jennifer V. Kimball a
TZu
meT
By: J
Signature NO
Kurt Sandstrom, Vice President/Generai Manager, EMS g
TType/print signature and titleT co
5/13/2024
Sokvisal Chiev Date
TTypelprint witness nameT
Approved as to Form and Legality:
Scott R. Teach
Deputy County Attorney
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Addendum to Collier County's Purchase Order Terms and Conditions
Between Zoll Medical Corporation and Collier County
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