#24-021-NS (Zoll Medical Corporation) COLLIER COUNTY NON-STANDARD AGREEMENT #24-021-NS
FOR
"2-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
Department/Division
Emergency Medical Services
8075 Lely Cultural Parkway, Suite 267
Naples, Florida 34113
Division Point of Contact
Tony Camps,EMS Division Chief
Email: Juan.Camps(a,colliercountyfl.gov
or
Cherie DuBock,Accounting Supervisor
Phone: 239-252-5756
Email: Cherie.DuBockna colliercountyfl.gov
CAO
ZOLL Medical
Corporation
269 Mill Road
EXPERTCARE EXTENDED WARRANTY&PREVENTIVE MAINTENANCE CONTRACT Chelmsford,MA 01824-4105
Collier County Emergency Medical Services(Customer#3035) (978)421-9655 Main
(800)348-9011
(978)421-0022 Fax
Attn: Tony Camps 239-252-3740 / juancamps@colliergov.net
Bill To: Collier County Emergency Medical Services Ship To: Collier County Emergency Medical Services
3299 Tamiami Trail E Suite 700 8075 Lely Cultural Parkway Suite 267
Naples,FL 34112 Naples, FL 34113
From:Hannala Farrell QUOTATION: 00038155
Service-Business Administration Quote Date: July 15,2024
(978)421-6492/hfarrell@zoll.com Quote Pricing: Valid for 60 Days
PM Contact:Tony Camps- 239-252-3740 juancamps@colliergov.net
X Series
Act Price Ext.Price
Part No Description Contract Dates -_.-_-Qty Price A
GNU
Page 1 of 5 P.O.p
ZOLL Medical Corporation
s >, 269 Mill Road
•
Chelmsford,MA 01824-4105
EXTENDED WARRANTY&PREVENTIVE MAINTENANCE CC)NTRACT (978)421-9655 Main
(800)348-9011
Collier County Emergency Medical Services(Customer#3035) (978)421-0022 Fax
Quote No:00038155 Continued
X Series
Part No Description Contract Dates Qty Price Ad).Price Ext.Price
• 8889.89002- Professional Defibrillators/Monitors -Worry-Free Service 03/08/2024 55 $3,505.00 $2,979.25 $163,8-58.75
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 5 years of age are ineligible for replacement.
Serial Number(s):AR18G033224,AR18K036483
AR18L036746,AR19A037530
AR19A037539,AR19A037626
AR19A037635,AR19A037637
AR19A037652,AR19A037656
AR19A037666,AR19A037680
AR 19A037681,AR19A037826
AR198038139,AR198038233
AR1913038236,AR198038237
AR198038238,AR198038239
AR198038240,AR198038241
AR198038242,AR198038243
AR198038247,AR196038252
AR198038253,AR198038258
AR198038261,AR198038272
AR190038273,A1U90038275
AR198038479,AR196038484
AR198038485,AR198038488
AR198038492,AR198038493
A8198038495,AR198038847
AR1911038848,AR1913038849
AR198038852,AR198038853
AR1913038854,AR198038856
AR196038859,AR198038860
AR198038861,AR190038862
AR198038865,AR198038867
AR198038868,AR190038108
AR198038751
TOTAL: $163,858.75
Page 2 of 5
1
i
' ZOLL Medical Corporation
e;t..\\` , 269MilRoad
t , J':' Chelmsford,MA 01824-4105
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 PO,
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 Collier County Emergency Medical Services
Signature: Kurt Sandstrom DigilallysignadbyKulSandstran AuthorizedSignat e:
Dale:202sr07.16 14:02:61-04'00'
Vice President/General Manager, EMS
Name: Hannala Farrell
Title: Service-Business Administration
Chris Hall, Chairman
Date: Vie)/211
ATTEST , '
CRYSTAL. ZEL;CLERK
HY c0
tas=to Chairman's
signature only.
Page 3 of 5
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.
Page 4 of 5
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 performed 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.
•
•
•
•
Page 5 of 5
•
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 ZOLL 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 str-ikethrou hs 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 ZOLL 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
Preventative Maintenance Terms and Conditions and Extended Warranty Terms and Conditions,
collectively the "Contract Documents") constitutes the entire Agreement between the parties, unless
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
conditions contained in this Purchase Order.
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
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.-Alt-payments arc subject-to
adjustment-fer-shoFtege-er rcjestlen-All defective or nonconforming goods will be returned pursuant to
VENDOR'S instructions at VENDOR'S expense.
To-the extent that-a-purchase-orderre uires a series of pe#ermances-by-V-ENDOR, the-COUNTY
prospectively reserves-the-rIght-te-eancel the-e#ire-remainder-of-thc Purchase-Order-if-goods-and/or
services-provided early--In-the term of the Purchase Order-are--nen conforming-er-etherwise-rejeeted-by
Page 1 of 5
Addendum to Collier County's Purchase Order Terms and Conditions
Between Zoll Medical Corporation and Collier County 6f),(1)
tho COUNTY, •
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-otherwise-provided-in tho Purchase Order;ne-ievoioes shall-be
Issued-er-payments made-prier-te-delivery;Unless-freight-and-ether oharges are-itemi ed;any-diseeunt
will-be-taken-en-the-full-amount 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.- kte-GQUPi-W eserves-the-right-ta-refuse-or
return any-shipment-er-equipment ^'�- ` OR'S expense-that-is-net-n arke rder
numbers:VENDOR-a fire trier-the-vaiue-ef-any-shipmebt-made under-thic Purchase
Order-and-the full-inveise slue of-sash-shipment,
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 34112-5749
OR email to:
bccaaclerk( coliierclerk.cord
Discounts for-prompt-payment-will-be-eomputed-from-the date of-receipt-e€-geeds-or-from-the date-of
rcoolpt-ef-Invoices,whiehever-is-later;
Section 6:Time Is of the Essence; hereby modified as follows:
Pollute-ef VENDOR--te-meet-delivery-schedules-er deliver-within-a-reasonable Limo, as-interpreted-by
the COUNTY alene-sbail-entitle4hc COUNTY-te-seek-all--remedies-available to it at-law or in equity:
V€NOOR agrees-to-reimburse-the-COUNTY for-any-expenses-Incurred-In-enforcing-its-rights: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.
Page 2 of 5
Addendum to Collier County's Purchase Order Terms and Conditions
Between Zoll Medical Corporation and Collier County
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.'Should-any-such change-increase or decrease the cost-ef-er-the-time-required-fer-erfe aAee
of-the Purchase Order,—an-equltable-ad}ustment in-the-priee-andler-delivery-schedule-will-be-negetiatcd
by-the COUNTY and-VENDOR. Netwithstanding-the-feregeing ENDOR-#as affirmative-obligatien
to-give+suss-lithe-changes-will-decrease-aests-Any-claims-feEadiustment-by-VENDOR-mast-be-made
within thirty-(39)-days-from-the-date-thc change--is-erdered-oFwithin--such-additienal-peried--sure
may-be-agreed upon-by-the-parties:
Section 8:Warranties; hereby modified as follows:
VENDOR expressly warrants that the goods and/or services covered by this Purchase Order will conform
to the VENDOR'S published documentation specifications;-drawings;-samplec, or-ether-deseriptiens
furnished-er-specified-by-#bo COUNTY, and-will-be-of-satisfactory-material-and-quality-produstien, free
from defects in material and workmanship under normal use and maintenance conditions for the period
of time set forth in VENDOR's Warranty and-sufficient-for-the-purpose-intended.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 party liabilities, damages,
losses,and costs,including, but not limited to,reasonable attorneys'fees-andaralegals'feco,whether
resulting from any-elalmed-br ash-of this-Agreement- VENDOR,any statutory or regulatory violations,
or from personal injury, property damage, direeter-oenseguential-damages er--esenemis-less to the
extent directly caused by the negligence, recklessness, or intentionally wrongful conduct of the
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
paragraph.
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.
Page 3 of 5
Addendum to Collier County's Purchase Order Terms and Conditions
Between Zoll Medical Corporation and Collier County
Section 12:Warranty of Non-Infringement; hereby modified as follows:
a) VENDOR represents and-warrants 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-
party claims,including claims of negligence, costs,and expenses, including but not limited to attorneys'
fees, that-arise 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 and-warranties 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 15: 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.
Section 20: General; subsection h); is hereby modified as follows:
h) Payments will be made for services furnished, delivered;-andaseepted en rceeipt-and
appreval-ef--invelees-submitted-en-t a date of sorviees-er--within cix (6)-months after completion-of
sentras etimely subrnicslen-ef-invelces-beyond-the-speetfied-deadline-peried-is-subjest-te-nan-
payment-under-tire-legal-decttipe-ef "laohcs" as untimely cubmitted.-Time chal-be-deemed-ef-the
essenee-with-respeet-te-the-timely--submicsien-e invelees-under-this agreement-in accordance with
Section 21II.73, Florida Statutes, the Local Government Prompt Payment Act, and the COUNTY shall
pay all properly completed and correctly addressed invoices within 40 days of receipt of the invoice for
goods or services received.
[Signature page to follow]
Page 4 of 5
Addendum to Collier County's Purchase Order Terms and Conditions (CA,
Between Zoll Medical Corporation and Collier County
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 Co roller COLLIER C TY, FLORIDA
•
By: By:
Chris Hall, Chairman
Dated: ill O(
tg-,'
(SEAL) Attest as to Chairman's
signature only.
Contractor's Witnesses: CONTRACTOR:
Zoll Medical Corporation
Fi " Witness
Jennifer V. Kimball By:
TType/print witn ss nameT
Signature
Kurt Sandstrom, Vice President/General Manager, EMS
l TType/print signature and titleT
Saco d ess 5/13/2024
Sokvisal Chiev Date
TType/print witness name
proved'as to Form d Legali :
Scott . Teach
Deputy County Attorney
Page5of5
Addendum to Collier County's Purchase Order Terms and Conditions /cP,
Between Zoll Medical Corporation and Collier County