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Backup Documents 09/10/2024 Item #16F 1 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO �_F THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management /. 2. County Attorney Office County Attorney Office n !� /2 I/ 4. BCC Office Board of County Commissioners 6y/1 1/i f z i 4. Minutes and Records Clerk of Court's Officel(/I4/ 5. Procurement Services Procurement Services s PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Deidra De La Cruz/Procurement Contact Information 239-252-8407 Contact/Department Agenda Date Item was September 10, 2024 Agenda Item Number 16.F.1. Approved by the BCC Type of Document Agreement Number of Original 1 Attached Documents Attached PO number or account N/A 24-21-NS Zoll Medical number if document is Zoll Medical Corporation to be recorded Corporation INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be DD signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the DD document or the fmal negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's DD signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on September 10, 2024 all changes N/A is not made during the meeting have been incorporated in the attached document. The �'t an option for County Attorney's Office has reviewed the changes,if applicable. m this line. 9. Initials of attorney verifying that the attached document is the version approved by the N/A is not BCC,all changes directed by the BCC have been made, and the document is ready for the SQ�I rb an option for Chairman's signature. (" this line. 16F1 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.DuBock(a)colliercountyfl.gov CPO 1 OF 1 ZOLL ZOLL Medical Corporation 269 Mill Road EXPERTCARE EXTENDED WARRANTY& PREVENTIVE MAINTENANCE CONTRACT Chelmsford,MA 01824-4105 Collier County Emergency Medical Services(Customer tt 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 Part No Description Contract Dates Qty Price Add Price Ext..Price_ Page 1of5 P.O.N 16F1 ZOLL Medical Corporation Sr � v •° 269 Mill Road �.e ''"d '}•' A 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 X Series Part No Description Contract Dates Qty Price Adj.Price Ext.Price 8889-89002- Professional Defibrillators/Monitors -Worry-Free Service 03/08/2024 55 $3,505.00 $2,979.75 $163,858.75 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 AR19A037681,AR19A037826 AR196038139,AR198038233 AR198038236,AR198038237 AR198038238,AR198038239 AR198038240,AR198038241 AR198038242,AR198038243 AR198038247,AR198038252 AR198038253,AR1913038258 AR190038261,A8198038272 AR198038273,AR198038275 AR198038479,AR198038484 AR198038485,AR1913038488 AR198038492,AR196038493 AR198038495,AR1913038847 AR198038848,AR1913038849 AR198038852,AR196038853 AR19B038854,AR198038856 AR1980381359,A8198038860 AR198038861,AR198038862 AR198038865,AR198038867 AR198038868,A8196038108 AR19B038751 TOTAL: $163,858.75 Page 2 of 5 1 6 F 1 ZOLL ZOLL Medical Corporation 269 Mill Road Chelmsford,MA 01824-4105 EXTENDED WARRANTY&PREVENTIVE MAINTENANCE CONTRACT (978)421-9655 Main (800)348-9011 Collier County Emergency Medical Services(Customer tt 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 Collier County Emergency Medical Services Signature: Kurt Sandstrom DigilallysignadbyKurtSandstran Authorized5ignet e: Data2024A7 ibs 14:02:s1•0,,,,a Vice President/General Manager, EMS Name: Hannala Farrell Chris Hall, Chairman Title: Service-Business Administration Date: yll61/241 ATTEST CRYSTAL Z.EL,CLERK 496 t'as# Chairman's signature only. Page 3 of 5 1 6F 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 fora 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 1 6 F 1 • 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 strikethroughs 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.-All-payments are subject-to adjt tent-feEsher#age-er--rejeetlen-All defective or nonconforming goods will be returned pursuant to VENDOR'S instructions at VENDOR'S expense. To-the extent-that-a-purchase ercler--requires a series of pe ermanses-by--V€-NDOi -the-GOUNTY prespcotively reserves-the right-te--saneel-the-entire remainder-of the Purchace-Order4f-goads--and/er services-provided early-IR-he term of he Purchase Order-are-nen-senfarming-er-etherwise--rejeoled-by Page 1 of 5 Addendum to Collier County's Purchase Order Terms and Conditions Between Zoll Medical Corporation and Collier County (CO) 16F ) the 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 the Purchase Order o-tr voices-shalt-be issued;-er-payments wade-p ler-te-detivery,Unless-freight and-ether oharges-are-itemized-any-diseeunt wilt-betaken-erg--the-full-ameuet of invetee: 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.-Tam COUNT" roserves-floe-right-to refuse-or return-any-shipmen t-er-equipm ense-that-is-net-marke rder numbers-VENDOR -agre rrier-the-value-ef sh mont-made-under-this Purchase Order-and-the full-invoice-value-of-such 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: ,ccaoclerk©collierclerk.com Olseeunts for-prompt-payment-will-be-eemputed-from--the date of-reeeipt of goods-or from-the date-of receipt-ef-invoices,whiehever-is-later. Section 6:Time is of the Essence; hereby modified as follows: Failure of-VENDOR--te-meet-delivery-schedules-or deliver-within—a—reasonable timo, as interpreted-by the COUNTY alone, shall-entitle-the COUNT-Y-te-seek-alremedies available to It at-law or in equity: V€NDOR-agrees-te-reimburse-the-GQUNTY for-any-expenses Ineurred•ln-enfereing-its-rlghts: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 16F1 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-insr �r w'e,.,.,u�e�",��I ef-er-the-fi e-requ red-fer-per#er-rhaRee ef-the Purchase Order n-equitable-adjustment in-the-priee-andler-delivery schedule-will-be-negotiated by-the COUNTY and VE-NDOS-Netwithstanding'the-feregeIng, NDOR has-an-affirmative-obligation te-give-rretise-if-the-Ghangesrwill-decrease-eosts.Any claims fer adj+ ent-by-VENDOR-must be-made within thirty-(3e)-daysrfearn-the-date-the changefs erdered-ei within--sash--add+tienat-paned-ef-time-as 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 spesifisatiens drawings;samples�r-ether-dessriptiens f+ rnished-er-spocified-by-thc COUNTY, and-will-be-of-satlsfastery-material-and-quality-pr-0duetien, 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-sufficientfer-the-pur pese-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-and-paralegals'Ices,whether resulting from any-elalmed-breaeh-of this-Agreement-by-V€NDOR,any statutory or regulatory violations, or from personal injury, property damage, d+reet-sr-eensequential damages er-eeenomic lose, 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 1 6 F 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 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. Section 20: General; subsection h); is hereby modified as follows: h) Payments will be made for services furnished, delivered,-and-aeeepted pen-receipt-and approval-ef-Invoices-submitted-en-thc date of corvises-er-within--six (6) months-after-sempletien-ef eontfaet-Any-untimely submission-of-Invoices-beyond-the specified-deadline-paned-Is-subject4e-aen- payment under-the logel-dootrine-ef "laches" as untimely submitted.Time chall-be-deemed-ef-the essence-with-respect-t©-the-timely-submicsien-ef-inveiees-tinder-this agreement-in accordance with Section 218.73, 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- C) Between Zoll Medical Corporation and Collier County 1 6 F 1 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 p roller COLLIER C TY, FLORIDA By: By: Chris Hall, Chairman Dated::___91_9/i�! (SEAL) Attest as to Chairman's signature only. Contractor's Witnesses: CONTRACTOR: �At��1 1a Zoll Medical Corporation Fi Witness Jennifer V. Kimball By: TType/print witness name Signature Kurt Sandstrom, Vice President/General Manager, EMS TType/print signature and titleT co d ess 5/13/2024 Sokvisal Chiev Date TType/print witness nameT pproved'as to Form d Legali Sco . Teach Deputy County Attorney fir Page 5 of 5 Addendum to Collier County's Purchase Order Terms and Conditions q Between Zoll Medical Corporation and Collier County