HomeMy WebLinkAbout9/16/2015 - STAFF REPORTS - 2.F. .y
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'FO""�P CITY COUNCIL STAFF REPORT
DATE: September 16, 2015 CONSENT AGENDA
SUBJECT: PURCHASE ONE (1) X-SERIES ADVANCED LIFE SUPPORT (ACLS)
MONITOR/DEFIBRILLATOR, WARRANTY AND RELATED EQUIPMENT
FROM ZOLL MEDICAL CORPORATION
FROM: David H. Ready, City Manager
BY: Palm Springs Fire Department
SUMMARY
This action would approve the purchase of one (1) ZOLL X-Series ACLS Monitor/
Defibrillator, related support equipment, one year EMS warranty utilizing ZOLL
Riverside contract pricing.
The advanced life support monitor/defibrillator will be assigned to Truck 442 at the
airport fire station and will result in all four fire department front line engines and trucks
being equipped with ZOLL X-Series monitor/defibrillators.
RECOMMENDATION:
1) Purchase one (1) new ZOLL X-Series advanced life support (ACLS) Manual
Monitor/Defibrillator, related equipment and One (1)-year EMS warranty utilizing
Riverside contract discount pricing in the amount of $25,694.41 from ZOLL
Medical Corporation.
2) Authorize the City Manager to execute all necessary documents.
STAFF ANALYSIS:
The Fire Department currently has three (3) ZOLL X-Series manual
monitor/defibrillators in service. The purchase of one additional X-Series defibrillator
will provide identical monitor/defibrillators on each front line fire apparatus allowing the
paramedics to have the most advanced equipment available to them. The X-Series
monitor/defibrillator is a much improved unit over the E-Series defibrillator being
replaced.
ITEM NO.� _
City Council Staff Report
September 16, 2015 -- Page 2
Purchase Zoll Monitor/Defibrillator
This price includes a $4,000 credit for trade-in of our E-Series defibrillator that will be
removed from service.
The Fire Department uses ZOLL defibrillators as the only brand of ACLS defibrillator in
order to ensure that its field use is standardized among the paramedics as well as
training, supplies, and the preventative maintenance program.
Section 7.09.010 of the Municipal Code provides that the City Council may authorize the
acquisition of supplies, equipment or services through a joint powers or other
cooperative purchasing program with a public entity or association of public agencies.
The County of Riverside awarded a 5 year cooperative purchase contract FPARC-
46514-001 to ZOLL Medical Corporation forACLS defibrillators that is valid through 2-1-
16, with options to extend. ZOLL is offering the City of Palm Springs pricing based
upon this cooperative agreement.
In addition, since the Fire Department already uses five (5) ZOLL ACLS defibrillators,
and fifteen fully automatic ZOLL AED's have been purchased and installed in city
facilities, it is reasonable to purchase one (1) additional ACLS directly from ZOLL
Medical Corporation as the sole source provider of this equipment to maintain our
standardization of public safety equipment. Therefore, pursuant to the requirements of
Section 7.04.010 (Sole Source) and Section 7.09.010 (Cooperative Purchases), the
Procurement & Contracting Manager has determined that utilization of Riverside
County's purchase contract and the sole source procurement of these defibrillators is
acceptable and will adequately protect the public interest in that the total cost of the
equipment is likely to be less than could be obtained through an independent City
competitive process and the standardization of public safety equipment is in the best
interest of the City.
FISCAL IMPACT:
Community donations totaling $4,200 and the 2015 Ambulance Compliance Fees will
be used to cover the cost of the ZOLL X-Series Monitor/Defibrillator. Funds are
available for this purchase in the following accounts:
160-4525-60209 $4,200.00 ALS Monitor Donations
121-3523-53023 $22,494.41 Ambulance Compliance Fees
David H. Ready, Es Blal a G. Goetz
City Manager Interim Fire Chief
02
ZOLL& ZOLL Medical Corporation
Worldwide HeadQuarters
269 Mill Rd
Chelmsford,Massachusetts 01824-4105
TO: Palm Springs Fire Department (978)421-9655 Main
(800)348-9011
300 North El CielO Road (978)421-0015 Customer Support
FEDERAL ID#: 04-2711626
Palm Springs, CA 92262
Attn: Matt MacLean QUOTATION 197422 V:1
DATE: August 21,2015
email: ma@hew.nlacleapapaimprings-ca.gov,
Tel: 760-323-8181 TERMS: Net 30 Days
FOB: Shipping Point
FREIGHT: Free Freight
ITEM MODEL NUMBER DESCRIPTION OTy. UNIT PRICE DISC PRICE TOTAL PRICE
1 601- 2221011- 01 XSeries 0 Manual Monitor/Dellbrillatw $14,995 1 $37,275.00 $26.054.00 $26,054.00
,01h 4 trace tri-mode display monitor/defibrillator/
printer,comes with Real CPR Helprgl,advisory
algorithm,advanced communications package(Wi-Fi,
Bluetooth,USB cellular modem capable)USB data
transfer capable and large 6.5"(16.5cm)diagonal
screen,full 12 ECG lead view with both dynamic and
static 12-lead mode display.
Accessories Included:
•Six(6)foot 3-Lead ECG Cable
• MFC cable
• MFC CPR connector
• A/C power adapter/battery charger
• A/C power cord
• One(1)roll printer paper
• 6.6 Ah Li-ion battery
• Carry case
• Declaration of Conformity
• Operator's Manual
• Quick Reference Guide
•One(1)-year EMS warranty
Advanced Options:
Real CPR Help Expenslm Pack $ 996
CPR Dashboard quantl6ve depth and rate in real
time,release indicator,interruption
timer,perfusion performance indicator(PPI)
•See-Thru CPR artifact filtering
ZOLL Nordrrvasive Pacing Technology: $2.550
This quote is made subject to ZOLL's standard commercial terms and conditionslZOLLT's+C's)which Page 1 subtotal $26,054.00
accompany this quote. Any purchase order(P.O.)Issued In response to this quotation will be deemed to
incorporate ZOLL T's+C's.Any modification of the ZOLL T's+C's must be set forth or referenced in the
customer%P.O. No commercial terms or conditions shall apply to the sale of goods or services governed
by this quote and the customer's P.O unless set forth in or referenced by either document
1. DELIVERY WILL BE MADE 60-90 DAYS AFTER RECEIPT OF ACCEPTED PURCHASE ORDER. Catherine Prophet
2.PRICES QUOTED ARE VALID FOR 60 DAYS. Sr.EMS Account Executive
3.APPLICABLE TAX WILL BE ADDED AT THE TIME OF INVOICING. 800-242-9150,x9571
4.ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTABLE BY ZOLL.
5.FAX PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT 978-421-0015
OR EMAIL TO ESALES@ZOLL.COM.
6.ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS.
7.PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com.
03
Page 1
ZOLLZOLL Medical Corporation
Worldwide HeadQua rters
269 Mill Rd
Chelmsford,Massachusetts 01824-4105
TO: Palm Springs Fire Department (978)421-9655 Main
(800)348-9011
300 North El Cielo Road (978)421-0015 Customer Support
Palm Springs, CA 92262 FEDERAL D#: 04-2711626
Attn: Matt MacLean QUOTATION 197422 VA
DATE: Augusl2l,2015
email: matthew.macleanLWpalmsprinDs-ca.DUy
Tel: 760-323-8181 TERMS: Net 30 Days
FOB: Shipping Point
FREIGHT: Free Freight
ITEM MODEL NUMBER DESCRIPTION QTY. UNIT PRICE DISC PRICE TOTAL PRICE
Masimo Pulse Oximetry
SP02 $1,795
•Signal Extraction Technology(SET)
• Rainbow SET
NIBP Welch Allyn includes: $3,495
• Smartcuff 10 foot Dual Lumen hose
• SureBP Reusable Adult Medium Cuff
End Tidal Carbon Diiotdde monitoring(ETCO2)
Odd'an Micrestreem Technology: $4,995
Order required Microstream tubing sets separately
Interpretative 12-Lead ECG: $8,450
• 12-Lead one step ECG cable-includes 4-Lead
limb lead cable and
removable precordial 6-Lead set
2 8 0 0 0- 0 2 94 Sp02 LNCS Adult Reusable Sensor(1 each) 1 $295.00 $197,65 $197,65
3 8 0 0 0- 0 3 3 0 Sp02 Rainbow Reusable Patient Cable:Connects 1 $295,00 $197,65 $197,65
to LNCS Single Use and Reusable Sensors(4 ft)
4 8 0 0 0- 0 5 8 0- 01 Sbr hour rechargeable Smart battery 2 $495.00 $331.65 $663.30
5 8 3 0 0- 0 2 5 0- 01 SurePower Charger Adapter 2 $295.00 $64.99 $129.98
This quote Is made subject to ZOLLS standard commercial terms and conditions(ZOLL T's•C's)which page 2 Subtotal $27,242.58
accompany this quote. Any purchase order(P.O.)Issued In response to this quotation will be deemed to
incorporate ZOLL T's+C's.Any modification of the ZOLL T's+C's must be set forth or referencetl in the
customer's P.O. No commercial terms or conditions shall apply to the sale of goods or services governed
by this quote and the customer's P.O unless set forth in or referenced by either document.
1.DELIVERY WILL BE MADE 60-90 DAYS AFTER RECEIPT OF ACCEPTED PURCHASE ORDER. Catherine Prophet
2.PRICES QUOTED ARE VALID FOR 60 DAYS. Sr. EMS Account Executive
3.APPLICABLE TAX WILL BEADDEDAT THE TIME OF INVOICING. 800-242-9150,x9571
4.ALL PURCHASE ORDERSARE SUBJECT TO CREDITAPPROVAL BEFORE ACCEPTABLE BY 20LL.
5.FAX PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT 978-421-0015
OR EMAIL TO ESALES@ZOLL.COM.
6.ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS.
7.PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com.
Ud
Page 2
ZOLLO ZOLL Medical Corporation
Worldwide Head Quarters
269 Mill Rd
Chelmsford, Massachusetts 01824-4105
TO: Palm Springs Fire Department (978)421-9655 Main
(800)348-9011
300 North El Cielo Road (978)421-0015 Customer Support
FEDERAL ID#: 04-2711626
Palm Springs, CA 92262
Attn: Matt MacLean QUOTATION 197422 VA
DATE: August 21,2015
email: matthew.maclean(IDpalmsprinus-ca.ciov
Tel: 760-323-8181 TERMS: Net 30 Days
FOS: Shipping Point
FREIGHT: Free Freight
ITEM MODEL NUMBER DESCRIPTION OTY. UNIT PRICE DISC PRICE TOTAL PRICE
6 5 0 01- 9 9 2 8 ZOLL E Series wiPadng,12 lead+3 parameters or 1 ($4,000.00) ($4,000.00)
more Treds4n
Estimated Sales Tex at 9% $2,451.83
"Trade in value guaranteed only through December 31.
2015."
"Trade-In Value valid Hall units purchased are in
good operational and cosmetic condition,and
include all standard accessories such as paddles,
cables,etc.Customer assumes responsibility for
shipping trade-in equipment to ZOLL Chelmsford
within 60 days of receipt of now equipment. Customer
agrees to pay cash value for trade-in equipment not
shipped to ZOLL on a timely basis.
"Reflects Riverside Contract Pricing.
This quote is made subject to ZOLL's standard commercial temis and conditions(ZOLL T's+C's)which TOTAL $25,694.41
accompany this quote. Any purchase order(P.O.)issued in response to this quotation will be deemed to
incorporate ZOLL T's+C's.Any moolflcation of the ZOLL T's+C's must be set forth or referenced in the
customer's P.O. No commercial terms or conditions shall apply to the sale of goods or services governed
by this quote and the customer's P.O unless set forth In or referenced by either document
1.DELIVERY WILL BE MADE 60-90 DAYS AFTER RECEIPT OF ACCEPTED PURCHASE ORDER. Catherine Prophet
2.PRICES QUOTEDARE VALID FOR 60 DAYS. Sr.EMS Account Executive
3.APPLICABLE TAX WILL BE ADDED AT THE TIME OF INVOICING. 800-242-9150,x9571
4.ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTABLE BY ZOLL.
5,FAX PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT 978-421-0015
OR EMAIL TO ESALES@ZOLL.COM.
6,ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS.
7.PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com.
05
Page 3
ZOLL QUOTATION GENERAL TERMS&CONDITIONS
9.LIMITATIONS OF LIABILITY.IN NO EVENT SHALL ZOLL MEDICAL CORPORATION BE LIABLE
1. ACCEPTANCE. This Quotation constitutes an offer by ZOLL Medical Corporation 0 sell to the FOR INDIRECT SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ZOLL MEDICAL
Customer the equipment (including a license m use certain software) listed in this Quotation and CORPORATIONS PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO THIS QUOTATION
described in the specifications either attached to or referred to in this Quotation(hereinafter referred to OR THE CONTRACT OR THE FURNISHING, PERFORMANCE,OR USE OF ANY EQUIPMENT OR
as Equipment).Any acceptance of such offer is expressly limited to the forms of this Quotation,including SOFTWARE SOLO HERETO, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF
these General Terms and Conditions.Acceptance shall be so limited!0 this Quotation notwithstanding(i) WARRANTY,THE NEGLIGENCE OF ZOLL MEDICAL CORPORATION OR OTHERWISE.
any confiding written or oral representations made by ZOLL Medical Corporation or any agent or
employee of ZOLL Medical Corporation or hi)receipt or acknowledgement by ZOLL Medical Corporation 10.PATENT INDEMNITY.ZOLL Medical Corporation shall at its own expense defend any suit that may
of any purchase order, specification,or other document issued by the Customer Any such document be insfituted against the Customer for alleged infringement of any United States patents or copyrights
shall be wholly inapplicable to any sale made pursuant to this Quotation,and shall not be binding in any related to the parts of the Equipment or the Software manufactured by ZOLL Medical Corporation,
way on ZOLL Medical Corporation provided that(i)such alleged infringement consists only in the use of such Equipment or the Software by
itself and not as a part of or in combinatlon with any other devices or parts,(I)the Customer gives ZOLL
Acceptance of this Quotation by the Customer shall create an agreement between ZOLL Medical Medical Corporation immediate notice In writing of any such suit and permits ZOLL Medical Corporation
Corporation and the Customer(hereinafter referred to as the'Contract"the terms and conditions of through Counsel of its choice,to answer the charge of Infringement and defend such suit,and(iii)the
which are expressly limited 0 the provisions of this Quotation including these Terms and Conditions.No Customer gives ZOLL Medical Corporation all requested Information,assistance and authority at ZOLL
waiver change or modification of any of the provisions of this Quotation or the Contract shall be binding Medical Corporation's expense,to enable ZOLL Medical Corporation to defend such suit.
on ZOLL Medical Corporation unless such waiver, change or modification(i)is made in writing Ili)
expressly states that it is a waiver,change or modification of this Quotation or the Contract and(III)is In the case of a final awar0 of damages for infringement in any such suit,ZOLL Medical Corporation will
signed by an authorized representative of ZOLL Medical Comoration pay such award,but it shall not be responside for any settlement matle without its written Consent.
2. DELIVERY AND RISK OF LOSS. Unless otherwise stated all deliveries shall be F.O.B. ZOLL Section 10 states ZOLL Medical Corporation's total responsibility and liability's,and the Customer's sole
Medical Corporation's facility.Risk of loss or damage to the Equipment shall pass to the Customer upon remedy for any actual or alleged iimngement of any Patent by the Equipment or the Saf0vare or any part
delivery of the Equipment to the canner thereof provided hereunder. In no event shall ZOLL Medical Corporation be liable for any indirect,
special,or consequential damages resulfirg from any such infringement.
3.TERMS OF PAYMENT.Unless otherwise stated in its Quotation payment by Customer Is due thirty
(30)days after the ship date appealing on ZOLL Medical Corporation invoice.Any amounts payable 11. CLAIMS FOR SHORTAGE. Each shipment of Equipment shall he promptly examined by the
hereunder which remain unpai0 after the date shall be subject to a late Charge equal to 1.5%per month Customer upon receipt thereof.The Customer shall inform ZOLL Metlical Corporation of any shortage in
from the due date until such amount is paid. any shipment within ten(1 D)days of receipt of Equipment.If no such shortage is reported within ten(10)
day period,the shipment shall be Conclusively deemed to have been Complete.
4.CREDIT APPROVAL.All shipments and deliveries shall at all times be subject to the approval of
credit by ZOLL Medical Corporation.ZOLL Medical Corporation may at any time decline to make any 12.RETURNS AND CANCELLATION.(a)The Customer shall obtain authorization from ZOLL Medical
shipment or delivery except upon receipt of payment or secol or upon terms regarding credit or Corpanaaon prior to returning any of the Equipment.(b)The Customer receives authorization from ZOLL
security safisfadory to ZOLL Medical Corporate, Medical Corporation to return a product far credit,the Customer shall to subject to a restocking Charge
of twenty percent(20%)of the anginal list purchase puce,but not less Nan$50.DO per product (c)Any
5.TAXES&FEES.The pricing quoted in its Quotation do not include sales use,excise,or other similar such change in delivery caused by me Customer mat Causes a delivery date greater than six(6)months
taxes or any duties or customs charges, or any order processing fees. The Customer shall pay in ham the Customers anginal order date shall Constitute a new Order for the affected Equipment in
addition for the press quoted the amount of any present or future sales,excise or other similar tax or determining the appropriate list Once.
customs duty or charge applicable to the sale or use of the Equipment sold hereunder(except any tax
based on the net income of ZOLL Medical Corporation),and any order processing fees that ZOLL may 13.APPLICABLE LAW.This Quotation and the Contred shall be governed by Me substantive laws of
apply from time to time.In lieu thereof the Customer may provide ZOLL Medical Corporator with a tax the Commonwealth of Massachusetts without regard to any choice of law provisions thereof.
exemption certificate acceptable to me taxing authorities.
14.COMPLIANCE WITH LAWS.(a)ZOLL Medical Cerebration represents that all goods and services
6.WARRANTY.(a)ZOLL Medical Corporation waaents to the Customer Nat from the earlier of the date delivered pursuant to the Contred will be produced and supplied in Compliance with all applicable state
or installation or thirty(30)days after the date of shipment from ZOLL Medical Corporation's facility,the and federal laws and regulations,including the requirements of the Fair Labor Standards Ad of 1938,as
Equipment(other than accessories and electrodes)will be free from deeds in material and workmanship amended(b)The Customer shall be responsible for compliance with any federal,state and Ideal laws
under normal use and service for the pence noted on the reverse side.Accessories and electrodes shall and regulations applicable to the installation or use of the Equipment furnished hereunder,and will obtain
be warranted for ninety g)) days from the date of shipment. During such period ZOLL Medical any permits required for such installation and use.
Corporation will at no charge to the Customer either repair or replace(at ZOLL Medical Corporation's
sole option)any pen of the Equipment found by ZOLL Medical Corporation to be defective in material or 1S. NON-WAIVER OF DEFAULT. In the event of any default by the Customer, ZOLL Medical
workmanship.If ZOLL Medical Corporation's inspection detects no dialects in malenal or workmanship, Corporation may dedine to make further shipments or render any further warranty or other services
ZOLL Medical Corporation's regular service charges shall apply(b)ZOLL Medical Corporation shall not without in any way affecting its right under such ortler.If despite any default by Customer,ZOLL Medical
be responsible for any Equipment defect failure of the Equipment to perform any specified function,or Corporation elects to Continue to make shipments Its action shall not constitute awaiver of any default by
any other nonconformance of the Equipment Caused by or attributable to (i)any modifcatian of the the Customer or in any way affect ZOLL Medical Corporation's legal remedies regarding any such
Equipment by the Customer unless such modification is made with the poor wren approval of ZOLL default No daim or right arising out of a breach of the Agreement by the Customer can be discharged in
Medical Corporation (ii)the use d the Equipment with any associated or Complementary equipment whole or in part by waiver or renunciation of the Claim or right unless Me waiver or renunciation is
accessary or software not specified by ZOLL Medical Corporation,or Qii)any misuse or abuse of the supported by consieerabon and is in writing signed by ZOLL Medical Carbonated.
Equipment.(iv)exposure of the Equipment to Conditions beyond the environmental,power or operating
Constraints spedfied by ZOLL Medical Corporation,or(v)installation or wiring or the Equipment other 16.ASSIGNMENT.This Quotation,and the Contract,may not W assigned by the Customer without the
than in accordance with ZOLL Medical Corporation's instructions. (c)Warranty does not cover Items prior written consent of ZOLL Medical Corporation,and any assignment without such consent shall be
subject 0 normal wear and bumout during use including but not limited to lamps,fuses,batteries,cables null and void.
and accessories. (d) The foregoing warrany does net apply to software indutletl as part of the
Equipment(including software embodied in read-only memory known as"firnware°).(a)The foregoing 17.TITLE TO PRODUCTS.Title to night of Possession of the products sold hereunder shall remain with
warranty Constitutes the exclusive remedy of the Customer and the exclusive liablllty of ZOLL Medical ZOLL Medical Corporation until ZOLL Medical Corporation delivers the Equipment to the carver and
Corporation for any breach of any warranty related to the Equipment supplied hereunder. THE agrees to do all acts necessary to benect and maintain such right and title in ZOLL Medical Corporation.
WARRANTY SET FORTH HEREIN IS EXCLUSIVE AND ZOLL MEDICAL CORPORATION Failure of the Customer to pay the purchase price for any product when due shall give ZOLL Medical
EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL, IMPLIED, OR Corporation the right,without liability to repossess the Equipment,with or without notice,and to avail
STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR itself of any remedy provided by law.
FITNESS FOR A PARTICULAR PURPOSE.
18.EQUAL EMPLOYMENT OPPORTUNITY I AFFIRMATIVE ACTION.
T.SOFTWARE LICENSE(a)All software(the"Software'which term shall include firmware)included as VETERAN'S EMPLOYMENT-If this ortler Is subject to Executive Order 11710 and the
part 0 the Equipment is licensed to Customer pursuant to a nonexclusive limited license on the terms rules,regulations,or orders of the Secretary 0 Labor issued thereunder the Contend clause as set forth
hereinafter SO form,(b)Customer may not copy,distribute,modify,translate or adapt the Software,and at 41 CFR 60-250.4 is hereby included as pan of this ortler.
may not disassemble or reverse Compile the Software,or seek in any manner to discover,disclose or
use any proprietary algorithms,techniques or Omer confidential information Contained therein, (c)All EMPLOYMENT OF HANDICAPPED - if this order is subject to Section 503 of the
rights in the Sofware remain the product of ZOLL Medical Corporation,and Customer shall have no night Rehabilitation Ad of 1973,as amended and me colas,regulations or orders of the Secretary a Labor as
or interest therein except as expressly provided herein.(d)Customers right to use the Software may be issued hereunder,the contract Cause at 41 CFR 60-141.7 is hereby included as part of this ortler.
terminated by ZOLL Medical Corporation in the event of any failure to Comply with terms of this
quotation,(a)Customer may transfer the license Conferred hereby only in Conn ecton with a transfer of EQUAL OPPORTUNITY EMPLOYMENT - if this order is subject to the provisions of
the Equipment and may rot retain any copies of the Software following such transfer d)ZOLL Medical Executive Order 11246 as amended, and the miss, regulations or orders of the Secretary of Labor
Corporation warrants that the reatl-only memory or Other media on which the Software is recorded will be issued thereunder,the earned cause set forth at 41 CFR So-1 4(a)and 60-1 4(b)are hereby included
free firm defeds in materials and workmanship for the pencd and on terms set forth in section 6.(g) as a pan of this order and Seller agrees to Comply with the reporting requirements set forth at 41 CFR
Customer understands that the Software is a Complex and sophisticated software eroded and no 661.7 and me affirmative action Compliance program requirements set forth as 41 CFR 60-140.
assurance Can be given that operation of he Software will be uninterrupted or error-free,or that the
Software will meet Customers requirements. Except as set forth in section 7(f), ZOLL MEDICAL 19. VALIDITY OF QUOTATION. This Quotation shall be valid and subject to acceptanw by the
CORPORATION MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE Customer,in accordance with the terms of Section 1 hereof for the period set forth on the face hereof.
SOFTWARE AND IN PARTICULAR DISCLAIMS ANY IMPLIED WARRANTIES OR After such period,the acceptance of this Quatation shall not to binding upon ZOLL Medical Corporation
MERCHANTABILITY OR FITNESS OF A PARTICULAR PURPOSE WITH RESPECT THERETO. and shall not Create a contract,unless such acceptance is acknowledged and accepted by ZOLL Medical
Customers exclusive remedy for any breach of womanly or defect relating to the Software shall be the Corporation by a writing signed by an authorized representative of ZOLL Medicd Corporation.
repair or replacement 0 any defective mad-only memory or other media so that it correctly reproduces
the Software. This License applies only to ZOLL Medical Corporation Somomm. 20.GENERAL Any Contact resulting fmm this Quotation shall be governed by and interpreted in
accordance with the laws of the Commonwealth of Massachusetts. This constitutes the entire
8.DELAYS IN DELIVERY.ZOLL Medical Corporation shall not be liable for any delay in the delivery of agreement between Buyer and Supplier with respect 0 me purchase and sale of the Products described
any ban a the Equipment 0 such delay is due to any Cause beyond the control of the ZOLL Medical in the face hereof, and only representations or statements contained harem shall the binding upon
Corporation inducting,but trot limited 0 acts d God,fires,epidemics,Deeds,hots,wars,sabotage,labor Supplier as a wartanty or Chervil Acceptance or acquiescence in the course of performance
disputes, governmental actors, Inability to Cousin nationals, Components, manufacturing facilities or rendered pursuant hereto shall not be relevant to determine the meaning M this writing even though the
transportation or any other cause beyond the Control of ZOLL Medical Corporation. In addition ZOLL accepting of acquiescing party has knowledge of the nature of the perfarmance and opportunity for
Metlical Corporation shall not be liable for any delay in delivery caused by failure of the Customer to objection. No addition to or modification of any of me terms and conditions specified herein shall he
provide any necessary information in a timely manner. In the event of any such delay,the date of binding upon Supplier unless made in writing and signed by a duly authorzed representative of Supplier.
shipment or performance hereunder shall be extended to the period equal to me time lost by reason of The terns and Conditions specified shall prevail notwithstanding any variance from the terms and
such delay. In the event of such delay ZOLL Medical Corporation may allocate available Equipment Conditions of any order or other form submitted by Buyer for the Products set forth on the face of this
among its Customers on any reasonable and equitable basis. The delivery dates set forth in this Agreement. To the extent Nat this writing may be treated as an acceptance of Buyers prior offer,such
Quotation are approximate only and ZOLL Medical Corporalion shall not be liable for or shall the acceptance is expressly made Conditional on assent by Buyer to the terms hereof,and.without limitation,
Conrad be breached by,any delivery by ZOLL Medical Corporation within a reasonable time after such acceptance of the goods by Buyer to he terms hereof.and,without limitation,acceptance of the goads
sates. by Buyer shall constitute such assent. All cancellations and reschedules require a minimum ofthirty(30)
days notice.
Page ZOLL Medical Corporation �)6