Agenda Cover Memorandum

Meeting Date:

March 4, 2013

Item Title:

Authorize Purchase Order for Zoll Medical Corporation, Chelmsford, Massachusetts, for Fire Department Cardiac Monitor/Defibrillator Replacements

Action Requested:

~

Approval

D D D

For discussion Feedback requested For your information

Staff Contact:

Michael A. Zywanski, Fire Chief

Phone Number:

847-318-5259

Email Address:

mzywansk@parkridgefd .org

Background: At the January 141h Committee of the Whole Meeting, Fire Department Staff presented an agenda item requesting approval to authorize Staff to replace five existing Zoll Cardiac Monitor/Defibrillators. During the discussion, the City Council requested that the item be deferred until the next Committee of the Whole Meeting to allow Staff time to research budgetary questions and answer additional questions regarding the purchase. Attached to this Cover Memorandum are the memos from Staff to the Acting City Manager providing answers to those questions and offering additional information regarding the need for the replacement Cardiac Monitor/Defibrillators. Staff still is recommending the purchase of the Zoll Cardiac Monitor/Defibrillators at this time, and have elaborated as to the reasons why in the memo to the Acting City Manager. Staff investigated whether the Zoll Cardiac Monitors are available through a Government Purchasing Cooperative and found one Cooperative which has the Zoll Monitors available. Staff contacted the representative from the Fire-Rescue GPO Cooperative, which has recently been renamed to National Purchasing Partnership and requested a quote. The quotation from the NPP Cooperative for the same Zoll Monitor order totaled $25,000 more than the quote we have received direct from Zoll. Staff recontacted Zoll and confirmed that the quotation pricing and 50/50 split payment program that was received in January is still valid. Staff inquired if any additional discount was available if the order was paid in full at the time of invoice, rather than split payments. Zoll is offering an additional $3,000 discount if the order is paid in full at the time of invoice. If Council concurs, Staff would recommend that the City take advantage of the additional $3,000 discount offered for payment in full at time of invoice, for an amended motion for the purchase of the Zoll X-Series monitors in the amended amount of $150, 314.05. Staff recommends this amendment. In order to approve this purchase, a two-thirds majority of affirmative votes will be needed. If Council concurs, the required budget transfer outlined in the memo to the Acting City Manager would be presented for approval at the next Public Safety COW.

Rev 04/18/12

~··.

Agenda Cover Memorandum

Recommendation: The original motion was: Move approval of a Purchase Order to Zoll Medical Corporation of Chelmsford, Massachusetts for five (5) Zoll X-Series Cardiac Monitor/Defibrillators, Batteries, Chargers and Patient Cables in the amount of

$153,314.05. STAFF REQUESTED AMMENDMENT:

Approve Purchase Order to Zoll Medical Corporation of Chelmsford, Massachusetts for five (5} Zoll X-Series Cardiac Monitor/Defibrillators, Batteries, Chargers and Patient Cables in the amount of $150,314.05

Budget Implications: Does Action Require an Expenditure of Funds:

~Yes

If Yes, Total Cost:

$150,314.05

0No

If Yes, is this a Budgeted Item:

~Yes

0

No

0

Requires Budget Transfer

If Budgeted, Budget Code (Fund, Dept, Object) 100-2021-990800 Attachments: • Zoll Medical Corporation NPP Quotation • Dixie Medical Trade-In Quotation • Memorandum to the Acting City Manager • Follow-up Memorandum to the Acting City Manager • Zoll Confirmation as Sole Source and Manufacturer • Zoll Medical Corporation Final Quotation

Rev 04/18/12

ZOLL Medical Corporation

GUIDELINES 2~lUil READY

Worldwide HeadQuarters 269 Mill Rd Chelmsford, Massachusetts 01824-4105 (978) 421-9655 Main (800) 348-9011 (978) 421-0015 Customer Support FEDERAL ID#: 04-2711626

TO: Park Ridge Fire 901 West Devon Avenue Park Ridge, IL 60068 Attn: BC Tim Norton

QUOTATION 133988 V:1 DATE:

email: [email protected] Tel: 847-652-2407

February 19, 2013

TERMS:

Net 30 Days

FOB:

Shipping Point

FREIGHT: Free Freight ITEM

1

MODEL NUMBER

601-2231011-01

DESCRIPTION

QTY.

X Series ® Manual Monitor/Defibrillator $14,995 with 4 trace tri-mode display monitor/ defibrillator/ printer, comes with Real CPR Help®, advisory algorithm, advanced communications package (Wi-Fi, Bluetooth, USB cellular modem capable) USB data transfer capable and large 6.5"( 16.5cm) diagonal screen, full12 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

5

UNIT PRICE

DISC PRICE

TOTAL PRICE

$40,020.00

$32,816.40

$164,082.00

Advanced Options: Real CPR Help Expansion Pack $ 995 CPR Dashboard quantitive depth and rate in real time, release indicator, interruption timer, perfusion performance indicator {PPI) • See - Thru CPR artifact filtering ZOLL Noninvasive Pacing Technology:

$2,550

Masimo Pulse Oximetry This quote is made subject to ZOLL's standard commercial terms and conditions (ZOLL T's + C's) which 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'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.

Page 1 Subtotal

1. DELIVERY WILL BE MADE 60-90 DAYS AFTER RECEIPT OF ACCEPTED PURCHASE ORDER. 2. PRICES WILL BE F.O.B. SHIPPING POINT. 3. PRICES QUOTED ARE VALID FOR 60 DAYS. 4. APPLICABLE TAX IS ADDITIONAL. 5. ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTANCE BY ZOLL. 6. FAX PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT 978-421-0015 OR EMAIL TO [email protected]. 7. ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS. 8. PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING

www.zollwebstore.com. Page 1

$164,082.00

Caroline Wojtkowski EMS Territory Manager

*

~----:---:~-

ZOLL Medical Corporation

GUIDELINES 2010 READY

Worldwide HeadQuarters 269 Mill Rd Chelmsford, Massachusetts 01824-4105 (978) 421-9655 Main (800) 348-9011 (978) 421-0015 Customer Support FEDERAL ID#: 04-2711626

TO: Park Ridge Fire 901 West Devon Avenue Park Ridge, IL 60068 Attn: BC Tim Norton

QUOTATION 133988 V:1 DATE:

email: [email protected] Tel: 847-652-2407

February 19, 2013

TERMS:

Net 30 Days

FOB:

Shipping Point

FREIGHT: Free Freight ITEM

MODEL NUMBER

DESCRIPTION

QTY.

UNIT PRICE

DISC PRICE

TOTAL PRICE

SP02&SpCO $4,540 • Signal Extraction Technology (SET) • Rainbow SET ( for SpCO & SpMet) NIBP Welch Allyn includes: $3,495 • Smartcuff 10 foot Dual Lumen hose • SureBP Reusable Adult Medium Cuff End Tidal Carbon Dioxide monitoring (ETC02) Oridion Microstream 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

8000-0341

Sp02/SpCO/SpMet Rainbow Resuable Patient Cable: Connects to Single Use Sensors (4ft)

5

$225.00

$168.75

$843.75

*

3

8000-000371

Sp02/SpCO/SpMet Rainbow DCI Adult Reusable Sensor with connector (3 ft)

5

$495.00

$340.30

$1,701.50

*

4

8000-000372

Sp02/SpCO/SpMet Rainbow DCI Reusable Sensor/Cable (3 ft), Pedi

5

$445.00

$364.90

$1,824.50

*

5

8000-0895

Cuff Kit with Welch Allyn Small Adult, Large Adult and Thigh Cuffs

5

$157.50

$133.88

$669.40

*

This quote is made subject to ZOLL's standard commercial terms and conditions (ZOLL T's + C's) which 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'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.

Page 2 Subtotal

1. DELIVERY WILL BE MADE 60-90 DAYS AFTER RECEIPT OF ACCEPTED PURCHASE ORDER. 2. PRICES WILL BE F.O.B. SHIPPING POINT. 3. PRICES QUOTED ARE VALID FOR 60 DAYS. 4. APPLICABLE TAX IS ADDITIONAL. 5. ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTANCE BY ZOLL. 6. FAX PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT 978-421-0015 OR EMAIL TO [email protected]. 7. ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS. 8. PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING

www.zollwebstore.com. Page2

$169,121.15

Caroline Wojtkowski EMS Territory Manager

ZOLL Medical Corporation

GUIDELINES 2010 READY

Worldwide HeadQuarters 269 Mill Rd Chelmsford, Massachusetts 01824-4105 (978) 421-9655 Main

TO: Park Ridge Fire

(800) 348-9011 (978) 421-0015 Customer Support FEDERAL ID#: 04-2711626

901 West Devon Avenue Park Ridge, IL 60068 Attn: BC Tim Norton

QUOTATION 133988 V:1 DATE:

email: [email protected] Tel: 847-652-2407

February 19, 2013

TERMS:

Net 30 Days

FOB:

Shipping Point

FREIGHT: Free Freight ITEM

MODEL NUMBER

UNIT PRICE

DISC PRICE

TOTAL PRICE

10

$495.00

$420.75

$4,207.50

*

SurePower 4 Bay Charging System including 4 Battery Charging adapters

2

$2,583.00

$2,195.55

$4,391.10

*

8300-0520-01

Filtertine Set Adult/Pediatric, Case of 25

1

$275.00

No Charge

No Charge

*

8300-0524-01

Smart Capnoline Plus 02 Adult (02 tubing), Case of 25

1

$355.00

No Charge

No Charge

*

6

8000-0580-01

7

8300-0500-01

8 9

DESCRIPTION Six hour rechargeable Smart battery

QTY.

*Reflects NPP Contract Pricing. This quote is made subject to ZOLL's standard commercial terms and conditions (ZOLL T's + C's) which 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'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. 2. PRICES WILL BE F.O.B. SHIPPING POINT. 3. PRICES QUOTED ARE VALID FOR 60 DAYS. 4. APPLICABLE TAX IS ADDITIONAL. 5. ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTANCE BY ZOLL. 6. FAX PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT 978-421-0015 OR EMAIL TO [email protected]. 7. ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS. 8. PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING WWW .zollwebstore.com. Page3

TOTAL

$177,719.75

Caroline Wojtkowski EMS Territory Manager

ZOLL QUOTATION GENERAL TERMS & CONDITIONS 1. ACCEPTANCE. This Quotation constitutes an offer by ZOLL Medical Corporation to sell to the Customer the equipment (including a license to use certain software) listed in this Quotation and described in the specifications either attached to or referred to in this Quotation (hereinafter referred to as Equipment). Any acceptance of such offer is expressly limited to the terms of this Quotation, including these General Terms and Conditions. Acceptance shall be so limited to this Quotation notwithstanding (i) any conflicting written or oral representations made by ZOLL Medical Corporation or any agent or employee of ZOLL Medical Corporation or (ii) receipt or acknowledgement by ZOLL Medical Corporation of any purchase order, specification, or other document issued by the Customer. Any such document shall be wholly inapplicable to any sale made pursuant to this Quotation, and shall not be binding in any way on ZOLL Medical Corporation. Acceptance of this Quotation by the Customer shall create an agreement between ZOLL Medical Corporation and the Customer (hereinafter referred to as the "Contracr the terms and conditions of which are expressly limited to the provisions of this Quotation including these Terms and Conditions. No waiver change or modification of any of the provisions of this Quotation or the Contract shall be binding on ZOLL Medical Corporation unless such waiver, change or modification (i) is made in writing (ii) expressly states that it is a waiver, change or modification of this Quotation or the Contract and (iii) is signed by an authorized representative of ZOLL Medical Corporation. 2. DELIVERY AND RISK OF LOSS. Unless otherwise stated, all deliveries shall be F.O.B. ZOLL Medical Corporation's facility. Risk of loss or damage to the Equipment shall pass to the Customer upon delivery of the Equipment to the carrier. 3. TERMS OF PAYMENT. Unless otherwise stated in its Quotation payment by Customer is due thirty (30) days after the ship date appearing on ZOLL Medical Corporation invoice. Any amounts payable hereunder which remain unpaid after the date shall be subject to a late charge equal to 1.5% per month from the due date until such amount is paid. 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 shipment or delivery except upon receipt of payment or security or upon terms regarding credit or security satisfactory to ZOLL Medical Corporation. 5. TAXES & FEES. The pricing quoted in its Quotation do not include sales use, excise, or other similar taxes or any duties or customs charges, or any order processing fees. The Customer shall pay in addition for the prices quoted the amount of any present or future sales, excise or other similar tax or 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 apply from time to time. In lieu thereof the Customer may provide ZOLL Medical Corporation with a tax exemption certificate acceptable to the taxing authorities. 6. WARRANTY. (a) ZOLL Medical Corporation warrants to the Customer that from the ea~ier of the date of installation or thirty (30) days after the date of shipment from ZOLL Medical Corporation's facility, the Equipment (other than accessories and electrodes) will be free from defects in material and workmanship under normal use and service for the period noted on the reverse side. Accessories and electrodes shall be warranted for ninety (90) days from the date of shipment. During such period ZOLL Medical Corporation will at no charge to the Customer either repair or replace (at ZOLL Medical Corporation's sole option) any part of the Equipment found by ZOLL Medical Corporation to be defective in material or workmanship. If ZOLL Medical Corporation's inspection detects no defects in material or workmanship, ZOLL Medical Corporation's regular service charges shall apply. (b) ZOLL Medical Corporation shall not be responsible for any Equipment defect failure of the Equipment to perform any specified function, or any other nonconformance of the Equipment caused by or attributable to (i) any modification of the Equipment by the Customer, unless such modification is made with the prior written approval of ZOLL Medical Corporation: (ii) the use of the Equipment with any associated or complementary equipment accessory or software not specified by ZOLL Medical Corporation, or (iii) any misuse or abuse of the Equipment Qv) exposure of the Equipment to conditions beyond the environmental, power or operating constraints specified by ZOLL Medical Corporation, or (v) installation or wiring of the Equipment other than in accordance with ZOLL Medical Corporation's instructions. (c) Warranty does not cover items subject to normal wear and burnout during use, including but not limijed to lamps, fuses, batteries, cables and accessories. (d) The foregoing warranty does not apply to software included as part of the Equipment (including software embodied in read-only memory known as "firmware"). (e) The foregoing warranty constitutes the exclusive remedy of the Customer and the exclusive liability of ZOLL Medical Corporation for any breach of any warranty related to the Equipment supplied hereunder. THE WARRANTY SET FORTH HEREIN IS EXCLUSIVE AND ZOLL MEDICAL CORPORATION EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WHETHER WRITIEN, ORAL, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 7. SOFTWARE LICENSE. (a) All software (the "Software" which term shall include firmware) included as part of the Equipment is licensed to Customer pursuant to a nonexclusive limited license on the terms hereinafter set forth, (b) Customer may not copy, distribute, modify, translate or adapt the Software, and may not disassemble or reverse compile the Software, or seek in any manner to discover, disclose or use any proprietary algorithms, techniques or other confidential information contained therein, (c) All rights in the Software remain the product of ZOLL Medical Corporation, and Customer shall have no right or interest therein except as expressly provided herein. (d) Customer's right to use the Software may be terminated by ZOLL Medical Corporation in the event of any failure to comply with terms of this quotation, (e) Customer may transfer the license conferred hereby only in connection wijh a transfer of the Equipment and may not retain any copies of the Software following such transfer. (f) ZOLL Medical Corporation warrants that the read-only memory or other media on which the Software is recorded will be free from defects in materials and workmanship for the period and on terms set forth in section 6. (g) Customer understands that the Software is a complex and sophisticated software product and no assurance can be given that operation of the Software will be uninterrupted or error-free, or that the Software will meet Customer's requirements. Except as set forth in section 7(f), ZOLL MEDICAL CORPORATION MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE IN PARTICULAR DISCLAIMS ANY IMPLIED WARRANTIES OR SOFTWARE AND MERCHANTABILITY OR FITNESS OF A PARTICULAR PURPOSE WITH RESPECT THERETO. Customer's exclusive remedy for any breach of warranty or defect relating to the Software shall be the repair or replacement of any defective read-only memory or other media so that it correctly reproduces the Software. This License applies only to ZOLL Medical Corporation Software. 8. DELAYS IN DELIVERY. ZOLL Medical Corporation shall not be liable for any delay in the delivery of any part of the Equipment if such delay is due to any cause beyond the control of the ZOLL Medical Corporation including, but not limited to acts of God, fires, epidemics, floods, riots, wars, sabotage, labor disputes, governmental actions, inability to obtain materials, components, manufacturing facilities or transportation or any other cause beyond the control of ZOLL Medical Corporation. In addition ZOLL Medical Corporation shall not be liable for any delay in delivery caused by failure of the Customer to provide any necessary information in a timely manner. In the event of any such delay, the date of shipment or performance hereunder shall be extended to the period equal to the time lost by reason of such delay. In the event of such delay ZOLL Medical Corporation may allocate available Equipment among ijs Customers on any reasonable and equitable basis. The delivery dates set forth in this Quotation are approximate only and ZOLL Medical Corporation shall not be liable for or shall the Contract be breached by, any delivery by ZOLL Medical Corporation within a reasonable time after such dates.

9. LIMITATIONS OF LIABILITY. IN NO EVENT SHALL ZOLL MEDICAL CORPORATION BE LIABLE FOR INDIRECT SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ZOLL MEDICAL CORPORATIONS PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO THIS QUOTATION OR THE CONTRACT OR THE FURNISHING, PERFORMANCE, OR USE OF ANY EQUIPMENT OR SOFTWARE SOLD HERETO, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, THE NEGLIGENCE OF ZOLL MEDICAL CORPORATION OR OTHERWISE. 10. PATENT INDEMNITY. ZOLL Medical Corporation shall at its own expense defend any suit that may be instituted against the Customer for alleged infringement of any United States patents or copyrights related to the parts of the Equipment or the Software manufactured by 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 combination with any other devices or parts, (ii) the Customer gives ZOLL Medical Corporation immediate notice in writing of any such suit and permits ZOLL Medical Corporation through counsel of ijs choice, to answer the charge of infringement and defend such suit, and (iii) the Customer gives ZOLL Medical Corporation all requested information, assistance and authority at ZOLL Medical Corporation's expense, to enable ZOLL Medical Corporation to defend such suit. In the case of a final award of damages for infringement in any such sui~ ZOLL Medical Corporation will pay such award, but it shall not be responsible for any settlement made without its written consent. Section 10 states ZOLL Medical Corporation's total responsibility and liability's, and the Customer's sole remedy for any actual or alleged infringement of any patent by the Equipment or the Software or any part thereof provided hereunder. In no event shall ZOLL Medical Corporation be liable for any indirec~ special, or consequential damages resulting from any such infringement. 11. CLAIMS FOR SHORTAGE. Each shipment of Equipment shall be promptly examined by the Customer upon receipt thereof. The Customer shall inform ZOLL Medical Corporation of any shortage in any shipment within ten (10) 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. 12. RETURNS AND CANCELLATION. (a) The Customer shall obtain authorization from ZOLL Medical Corporation prior to returning any of the Equipment. (b) The Customer receives authorization from ZOLL Medical Corporation to return a product for credij, the Customer shall be subject to a restocking charge of twenty percent (20%) of the original list purchase price, but not less than $50.00 per product (c) Any such change in delivery caused by the Customer that causes a delivery date greater than six (6) months from the Customer's original order date shall constitute a new order for the affected Equipment in determining the appropriate list price. 13. APPLICABLE LAW. This Quotation and the Contract shall be governed by the substantive laws of the Commonwealth of Massachusetts without regard to any choice of law provisions thereof. 14. COMPLIANCE WITH LAWS. (a) ZOLL Medical Corporation represents that all goods and services delivered pursuant to the Contract will be produced and supplied in compliance with all applicable state and federal laws and regulations, including the requirements of the Fair Labor Standards Act of 1938, as amended. (b) The Customer shall be responsible for compliance with any federal, state and local laws and regulations applicable to the installation or use of the Equipment furnished hereunder, and will obtain any permits required for such installation and use. 15. NON-WAIVER OF DEFAULT. In the event of any default by the Customer, ZOLL Medical Corporation may decline to make further shipments or render any further warranty or other services without in any way affecting its right under such order. If despite any default by Customer, ZOLL Medical Corporation elects to continue to make shipments its action shall not constitute a waiver of any default by the Customer or in any way affect ZOLL Medical Corporation's legal remedies regarding any such default. No claim or right arising out of a breach of the Agreement by the Customer can be discharged in

whole or in part by waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by ZOLL Medical Corporation. 16. ASSIGNMENT. This Quotation, and the Contrac~ may not be assigned by the Customer without the prior written consent of ZOLL Medical Corporation, and any assignment without such consent shall be null and void .. 17. TITLE TO PRODUCTS. Title to right of possession of the products sold hereunder shall remain with ZOLL Medical Corporation until ZOLL Medical Corporation delivers the Equipment to the carrier and agrees to do all acts necessary to perfect and maintain such right and title in ZOLL Medical Corporation. Failure of the Customer to pay the purchase price for any product when due shall give ZOLL Medical Corporation the right, without liability to repossess the Equipment, wijh or without notice, and to avail itself of any remedy provided by law. 18. EQUAL EMPLOYMENT OPPORTUNITY I AFFIRMATIVE ACTION. VETERAN'S EMPLOYMENT • If this order is subject to Executive Order 11710 and the rules, regulations, or orders of the Secretary of Labor issued thereunder the contract clause as set forth at 41 CFR 60-250.4 is hereby included as part of this order. EMPLOYMENT OF HANDICAPPED • if this order is subject to Section 503 of the Rehabilitation Act of 1973, as amended and the rules, regulations or orders of the Secretary of Labor as issued thereunder, the contract clause at 41 CFR 60-741.7 is hereby included as part of this order. EQUAL OPPORTUNITY EMPLOYMENT • if this order is subject to the provisions of Executive Order 11246, as amended, and the rules, regulations or orders of the Secretary of Labor issued thereunder, the contract clause set forth at 41 CFR 60·1.4 (a) and 60·1.4 (b) are hereby included as a part of this order and Seller agrees to comply with the reporting requirements set forth at 41 CFR 60-1.7 and the affirmative action compliance program requirements set forth as 41 CFR 60-1.40. 19. VALIDITY OF QUOTATION. This Quotation shall be valid and subject to acceptance by the Customer, in accordance with the terms of Section 1 hereof for the period set forth on the face hereof. After such period, the acceptance of this Quotation shall not be binding upon ZOLL Medical Corporation and shall not create a contrac~ unless such acceptance is acknowledged and accepted by ZOLL Medical Corporation by a writing signed by an authorized representative of ZOLL Medical Corporation. 20. GENERAL. Any Contract resulting from this Quotation shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts. This constitutes the entire agreement between Buyer and Supplier with respect to the purchase and sale of the Products described in the face hereof, and only representations or statements contained herein shall be binding upon Supplier as a warranty or otherwise. Acceptance or acquiescence in the course of performance rendered pursuant hereto shall not be relevant to determine the meaning of this writing even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection. No addition to or modification of any of the terms and conditions specified herein shall be binding upon Supplier unless made in writing and signed by a duly authorized representative of Supplier. The terms and conditions specified shall prevail notwithstanding any variance from the terms and conditions of any order or other form submitted by Buyer for the Products set forth on the face of this Agreement. To the extent that this writing may be treated as an acceptance of Buyer's prior offer, such acceptance is expressly made conditional on assent by Buyer to the terms hereof, and, without limitation, acceptance of the goods by Buyer to the terms hereof, and, without limitation, acceptance of the goods by Buyer shall constitute such assent. All cancellations and reschedules require a minimum of thirty (30) days notice.

ZOLL Medical Corporation

January 4, 2013

Bid Request Dixie Medical, Inc.

11944

Dixie Medical, Inc. 1185 West Main St REMITIANCE: PO BOX 969 Franklin, TN 37064 Phone: 866-349-4363 FAX: 615-786-0896 Email: [email protected]

I

Ill

Vendor:

Ship To:

Zoll Medical Corp. 901 W. Devon Ave Park Ridge, IL 60068 Phone: Fax: 1-978-421-0050 FAX

Dixie Medical, Inc. 1185 West Main St REMITTANCE: PO BOX 969 Franklin, TN 37064

111111111

Email: [email protected]

IContact: Park Ridge F Buyer TOMMY WILKINS

Payment Terms NET60 DAYS

FOB Point Origin

Shipping Terms Freight Collect

Item

#

Type

Number I Description

1

Purchase ZM12BiPSBA- Re-Certified ZOLL M SERIES 12-LEAD,

2

BIPHASIC, PACING, SP02, NIBP, AED Purchase 8050-0012-01 - Zoll4x4 Battery Charger

Please include Purchase Order# and Serial #s on all invoices. Approval: _ _ _ _ _ _ _ _ _ _ __ January 4, 2013 3:39:08 PM CST

Ship Via FedEx Ground

Unit Cost

Qty Ordered

Fulfillment Date 01/04/2013 Total Cost

$3,000.00

5 ea

$ 15,000.00

$250.00

2 ea

$500.00

SubTotal $ 15,500.00 1------'-----'---t TOTAL ' - - - - - - ' $ 15,500.00 -----'---'

Date:. _ _ _ __ Page 1 of1

CITY OF PARK RIDGE FIRE DEPARTMENT

MEMORANDUM DATE:

February 6, 2013

TO:

Shawn Hamilton, Acting City Manager

FROM:

Michael A. Zywanski, Fire Chief

SUBJECT:

Information for the City Council Regarding Replacement of Zoll Cardiac Monitor/Defibrillators

PURPOSE: To provide answers to the City Council questions regarding the need to replace aging Field-Use Cardiac Monitor/Defibrillators used by Park Ridge Fire Department Paramedics. BACKGROUND: At the Committee of the Whole Meeting, Monday, January 14, 2013, the City Council considered the Fire Department request for approval for the replacement of five (5) aging Zoll Cardiac Monitor/Defibrillators. During the Council discussions, questions we raised by the Alderman regarding the following.

1. Is the requested replacement of the Cardiac Monitors a budgeted item in the current FY13 budget? 2. If so, what is the budgeted amount? 3. If the request is not a currently budgeted item, what will be the source of funds to make the procurement? 4. Is the replacement of the Cardiac Monitor/Defibrillators an urgent need, or can this wait until the FY14 fiscal year starting May 1, 2013. 5. Should this purchase have gone through the Bid Process? DISCUSSION: As presented in the Committee of the Whole Meeting on January 14th, the Fire Department has completed an evaluation of the major brands of Cardiac Monitor/Defibrillators for Field use by trained Paramedics. Fire Department Staff are recommending the Zoll X-Series Cardiac Monitor/Defibrillator as the preferred device to replace the current Zoll M-Series units which are approaching ten years old. Total cost of the five X-Series Monitors plus batteries, chargers and patient cables, before trade-in is $153,314.05. Tradein of our old M-Series units will bring the City $15,500, for a net cost of the new monitors of $137,814.05. In response to the City Council questions listed above, Staff offers the following responses.

Questions #1, 2 and 3 Response: The replacement of Fire Department Cardiac Monitor/Defibrillators is a budgeted item in the FY13 Operating Budget, listed as Capital account 100-2021-990800. The line item was initially budgeted at $152,000. The line item was placed into the FY13 Operating Budget as "Grant Funded", as the Fire Department Staff applied for a FEMA Grant in 2012 in order to offset this Our Mission

IS TO LIMIT THE WSS OF LIFE AND PROPERTY THROUGH PLANNING, PREVENTION AND RESPONSE.

expenditure. If successful, the potential impact to the general fund for this expenditure would have been the ten percent match that would have been required from the City. Unfortunately, the City was not successful in obtaining the Grant, thereby increasing the impact to the general fund. The budget impact on the expenditure side, however, remained the same. During FY13, there were three budget transfers, approved by council that reduced this original budgeted amount from $152,000 for additional unbudgeted expenditures. Former Finance Director Stutts 1) transferred $14,000 from this budgeted line item to fund a contract with an ADP Consultant during the implementation of the new Payroll System for the City. Two additional unbudgeted items and subsequent transfers funded 2) the Firefighter Training Academy tuition costs for three new recruit Firefighters and 3) to pay for the promotional testing services for the 2012 Battalion Chief and Fire Lieutenant Promotional Exams. Post these three budget transfers, the revised budgeted amount is $109,819.00. leaving a deficit of $43,495.05 in the Fire Department Capital Account to fully fund this expenditure. There are, however, funds that, while postponing other Fire Department Capital Projects (Building Maintenance), would eliminate the budget deficit. Therefore, the Fire Department and Finance Staff recommend a Budget Transfer of $43,495.05 from the other Fire Department Capital Projects (Building Maintenance) account number 100-2021-996300 in order to facilitate the purchase. In consultation with Finance Manager Oliven, it is confirmed that this entire expenditure would be booked in FY13, regardless of the offer to postpone half of the expenditure, interest free, for 365 days (outlined in the memo from January 14). Finally, in prioritizing the Capital needs of the Fire Department, at this time, we fully recommend expending funds for necessary equipment in the aid of our residents and patients over the facility needs of our stations. Those facility needs are being reprioritized and will be addressed in current and future fiscal years. Question #4 Response: The current Cardiac Monitor/Defibrillators used daily by our Fire Department Paramedics were procured and placed into service in 2002. According to the manufacturer and the American Hospital Association, the normal life cycle of Paramedic Field-Use Cardiac Monitor/Defibrillators is five to seven years. This is due to technology changes, parts obsolescence and increasing maintenance costs associated with older generation products. Staff conducted research into Food and Drug Administration (FDA) Guidance related to life expectancies of Cardiac Monitor/Defibrillators. The FDA does not produce a firm guideline for the life expectancy of Paramedic Field-Use Cardiac Monitor/Defibrillators, however, the FDA publishes data annually which indicates that as the age of these devices increases, the number and frequency of reported failures increases concomitantly. The FDA mandates all operators of patient medical devices to report product malfunctions and failures to the FDA within forty-eight hours of the occurrence. Finally, as an additional guideline, a review of the U.S. Army Medical Corps Guidelines for Life Expectancy of Medical Equipment indicates the life expectancy for Defibrillators in field use is eight (8) years and Cardiac Monitors in field use is five (5) years. The military field environment is the most similar field environment to Fire Department use of these devices. The City's Cardiac Monitor/Defibrillators are currently outside of all of these guidelines for replacement. Moreover, citing the fact that these monitors are used on 73% of all EMS calls, combined with the increased maintenance for the existing monitors, now is the time to make this necessary investment. Fire Department Staff recommends that the purchase of the new Zoll X-Series units as replacement for the current aging units be undertaken during this current fiscal year. Staff is basing this recommendation on the following facts. Orders for the X-Series units are currently running up to ninety (90) days for delivery, following receipt of the final order at the factory. Once the units are ready for delivery, all Fire

Department Paramedics must receive training on the units which can take up to two weeks to complete. Advocate Lutheran General EMS System will monitor the training. Following training, typically a short beta test period is conducted with the new units before the old units are traded in. Once all of these steps are completed, the new units are placed into service on our frontline ALS units. Total time from receipt of order to placing the units into service is approximately 120 days, which will be very close to June 1 of this year. The Fire Department will continue to operate our existing Zoll M-Series units and will continue to have these units maintained according to manufacturer recommendations. The Fire Department has continuously maintained a rigorous monthly inspection and bi-annual maintenance program on the existing M-Series units as stipulated by the manufacturer. This has allowed us to extend the useful life of the existing monitors. Staff will continue to budget for and contract with an approved third party maintenance and repair vendor for these units until such time as they are no longer owned by the City. Question #5 Response: Sales of Cardiac Monitor/Defibrillators for in-hospital and Paramedic Field-Use are only available direct from the manufacturer. These are the same Cardiac Monitor/Defibrillators found in use in hospital Intensive Care Units, Emergency Departments and Cardiac Catheterization Labs. The manufacturers of such units market and sell the units direct to hospitals, Fire Departments and Private Ambulance Services directly through their own manufacturer account and territory managers. There are no dealers or middlemen for these units. Currently, there are four major manufacturers of critical care Cardiac Monitor/Defibrillators for Paramedic Field-Use, all with varying options. The units from different manufacturers are not interchangeable. Each manufacturer has its own proprietary design, software and functionality. The most prudent approach to manufacturer selection is to have the product demonstrated, followed by a period of time in which the product is used side-by-side with other products from other manufacturers. During this "test" period, Paramedics evaluate the product based upon design, layout, functionality, features, patient monitoring capability, weight and speed of use. Through this evaluation, it was determined that the Zoll product was the preferred unit for our Department. Due to the proprietary products from each manufacturer, we are seeking Council approval to purchase the Zoll units which are sole source. RECOMMENDATION: Fire Department Staff recommends approval of the purchase of five (5) Zoll X-Series Cardiac Monitor/Defibrillators, batteries, chargers and patient cables.

CITY OF PARK RIDGE FIRE DEPARTMENT

MEMORANDUM DATE:

February 14,2013

TO:

Shawn Hamilton, Acting City Manager

FROM:

Michael A. Zywanski, Fire Chief

SUBJECT:

Information Regarding Cardiac Monitor Evaluation Process

PURPOSE: To provide background information to the City Council regarding the timeline and process employed by the Fire Department to evaluate Cardiac Monitor/Defibrillators. BACKGROUND: At the Committee of the Whole Meeting on Monday night, February 11th, Alderman Knight inquired about the process of evaluation that was used by the Fire Department to evaluate competing brands of Cardiac Monitor/Defibrillators. The first committee established in 2002 was led by Battalion Chief Mark Koziel, EMS Chief at that time. In 2002, the committee members evaluated the Medtronic PhysioControl LifePak 12, the MRL PIC and the Zoll M-Series. After evaluating similarly equipped cardiac monitor/defibrillators from each manufacturer and field testing each, the committee unanimously recommended the purchase of the Zoll M-Series in October 2002. Prior to the purchase of theM-Series in 2002, the Fire Department was using the Medtronic PhysioControl LifePak 10 Cardiac Monitor/Defibrillator. DISCUSSION: In August of 2009, Fire Department Staff began to plan for the replacement of the Zoll M -Series Cardiac Monitor/Defibrillators as they had been in service since late 2002. The process was untaken and led by Battalion Chief Tim Norton, the Department Medical Officer and Director of Emergency Medical Services. BC Norton enlisted a team of department members consisting of Firefighter/Paramedics some of whom were also included as evaluation team members for the committee formed in April of 2002. By August of 2009, the MRL PIC cardiac monitor/defibrillators were discontinued by the parent corporation Welch-Allyn. Subsequently, this left the Medtronic PhysioControl LifePak 12 and the Zoll E-Series as the remaining major competitors in the market for cardiac/monitor defibrillators for Paramedic field use. Philips Medical was just introducing the MR.x device as a new product in the marketplace. The Medtronic PhysioControl LifePak 12 was in the fmal stages of production and was being eliminated due to the introduction of the LifePak 15 model. The LifePak 12 was not selected by the committee in 2009 due to the size and weight of the unit. At fifteen inches high it presented problems for location and storage inside the ambulance. The LifePak 15 was also not selected due to size and weight. The LifePak 15 model although smaller than the previous LifePak 12 unit, still has double the width when compared to the Zoll unit. The decision was made by staff to more fully investigate the Zoll E-Series.

Our Mission

IS TO LIMIT THE LOSS OF LIFE AND PROPERTY THROUGH PLANNING, PREVENTION AND RESPONSE.

The Zoll territory manager at that time provided on-site demonstration of the E-Series and the unit was placed in service as a demonstration unit on our ambulances for two weeks for evaluation. The E-Series was substantially similar to the M-Series we currently use in terms of size, weight, performance and function. This monitor offered no significant improvement in capability to units currently in use. Input was solicited from the medical officers of our neighboring Fire Departments, including Niles, North Maine, Des Plaines and Morton Grove. All of whom, have been and currently use Zoll cardiac monitor/defibrillators. The Zoll product was highly regarded by these departments for performance, reliability and durability. In November of 2009, Battalion Chief Norton requested quotes from Zoll for five new E-Series cardiac monitor/defibrillators and the process was begun to budget for replacement of the current Zoll M-Series monitors. This item was subsequently eliminated from the budget in FY09-l 0. Quotes were also received in 2010 and 2011 for inclusion into the budget; however again, the item was eliminated from the budget process. In May of 2012, Staff began to internally re-evaluate our current M-Series, the E-series and other potential manufacturers. M-Series units are no longer produced but are available in refurbished units only. TheE-Series units are currently being produced and have replaced theM-Series as the basic unit from Zoll. The X-Series began production in 2012. This unit provides all of the features in theE-Series combined with 12 lead electrocardiogram, built in 12-lead digital transmission to the hospital, hi-phasic wave defibrillation, Pacing, non-invasive vitals monitoring (B/P, Pulse), end-tidal carbon-dioxide monitoring and pulse oximetry in a smaller, more durable military-spec device. Again, Battalion Chief Norton and committee members solicited information from our MABAS Division 3 mutual aid departments as to the current product they were using. Of the ten fire departments contacted, seven were currently using Zoll products and indicated that they would continue to pursue Zoll products for replacement units. Units were evaluated using the following criteria.

Plan Components • Justification

•

•

0

FDA Recommendations

0

AHA Recommendations

0

E2B

0

FDAMDR

0

Hospital recommendation

Evaluator Solicitation

o

PRFD

o

Neighboring Medical Officers and Departments

Vendor Solicitation o

Zoll

o

Philips

o •

List preferred options on the monitor. (ie: ETC02, Sp02, NIBP) o

•

•

•

Medtronic/PhysioControl

Include Accessory Evaluation Criteria

Internal Evaluation 0

Setup

0

Implementation

0

Transition from current units

0

Training

0

Durability/Mil-spec

Field Evaluation 0

In-service

0

All three monitors

Submit to Council for Approval

''

'~' ~; .

:: .

~ ~

.'

.

:

.... ' ..

February 19,2013 Chief Mike Zywanski City of Park Ridge Fire Department 901 W. Devon Avenue Park Ridge, IL 60068 Dear Chief Zywanski: We appreciate your selection of ZOLL® products for City of Park Ridge Fire Department. This letter serves as confmnation that ZOLL® Medical Corporation at 269 Mill Road in Chelmsford, Massachusetts, is the sole manufacturer and source of X Series® Defibrillators for the EMS Market. ZOLL® or Caroline Wojtkowski, EMS Territory Manager, will not sell an X Series® Defibrillator to City of Park Ridge Fire Department through any vendor or dealer. The X Series® Defibrillator is available through our National Purchasing Partners (NPP) contract, which is a sole source contract. Should you have any questions or require additional information please contact me at 800-348-9011 X 9568. Sincerely,

Elizabeth McCaughey Contracts & Bids Manager

ZOLL Medical Corporation

GUIDELINES 2010 READY

Worldwide HeadQuarters 269 Mill Rd Chelmsford, Massachusetts 01824-4105 (978) 421-9655 Main (800) 348-9011 (978) 421-0015 Customer Support FEDERAL ID#: 04-2711626

TO: Park Ridge Fire 901 West Devon Avenue Park Ridge, IL 60068 Attn: BC Tim Norton

QUOTATION 130635 V:3 DATE:

email: [email protected] Tel: 847-652-2407

February 12, 2013

TERMS: Net 30 Days FOB:

Shipping Point

FREIGHT: Prepay and Add ITEM

1

MODEL NUMBER

601-2231011-01

DESCRIPTION

X Series ® Manual Monitor/Defibrillator $14,995 with 4 trace tri-mode display monitor/ defibrillator/ printer, comes with Real CPR Help®, advisory algorithm, advanced communications package (Wi-Fi, Bluetooth, USB cellular modem capable) USB data transfer capable and large 6.5"( 16.5cm) diagonal screen, full12 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 • AIC 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

QTY.

UNIT PRICE

DISC PRICE

TOTAL PRICE

5

$40,020.00

$33,970.25

$169,851.25

*

-

Advanced Options: Real CPR Help Expansion Pack $ 995 CPR Dashboard quantitive depth and rate in real time, release indicator, interruption timer, perfusion performance indicator (PPI) • See - Thru CPR artifact filtering ZOLL Noninvasive Pacing Technology:

$2,550

Masimo Pulse Oximetry This quote is made subject to ZOLL's standard commercial terms and conditions (ZOLL T's + C's) which 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'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. 2. 3. 4. 5. 6.

Page 1 Subtotal

DELIVERY WILL BE MADE 60-90 DAYS AFTER RECEIPT OF ACCEPTED PURCHASE ORDER. PRICES WILL BE F.O.B. SHIPPING POINT. PRICES QUOTED ARE VALID UNTIL MARCH 29. 2013. APPLICABLE TAX & FREIGHT CHARGES ARE ADDITIONAL. ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTANCE BY ZOLL. FAX PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT 978-421-0015 OR EMAIL TO [email protected]. 7. ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS. 8. PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING

www.zollwebstore.com. Page 1

$169,851.25

Caroline Wojtkowski EMS Territory Manager

ZOLL Medical Corporation

GUIDELINES 2010 READY

Worldwide HeadQuarters 269 Mill Rd Chelmsford, Massachusetts 01824-4105 (978) 421-9655 Main (800) 348-9011 (978) 421-0015 Customer Support FEDERAL ID#: 04-2711626

TO: Park Ridge Fire 901 West Devon Avenue Park Ridge, IL 60068 Attn: BC Tim Norton

QUOTATION 130635 V:3 DATE:

email: [email protected] Tel: 847-652-2407

February 12, 2013

TERMS:

Net 30 Days

FOB:

Shipping Point

FREIGHT: Prepay and Add ITEM

MODEL NUMBER

DESCRIPTION

QTY.

UNIT PRICE

DISC PRICE

TOTAL PRICE

SP02&SpCO $4,540 • Signal Extraction Technology (SET) • Rainbow SET ( for SpCO & SpMet) NIBP Welch Allyn includes: $3,495 • Smartcuff 10 foot Dual Lumen hose • SureBP Reusable Adult Medium Cuff End Tidal Carbon Dioxide monitoring (ETC02) $4,995 Oridion Microstream Technology: 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

8000-0341

Sp02/SpCO/SpMet Rainbow Resuable Patient Cable: Connects to Single Use Sensors (4ft)

5

$225.00

$180.00

$900.00

*

3

8000-000371

Sp02/SpCO/SpMet Rainbow DCI Adult Reusable Sensor with connector (3 ft)

5

$495.00

$396.00

$1,980.00

*

4

8000-000372

Sp02/SpCO/SpMet Rainbow DCI Reusable Sensor/Cable (3 ft), Pedi

5

$445.00

$372.00

$1,860.00

*

5

8000-0895

Cuff Kit with Welch Allyn Small Adult, Large Adult and Thigh Cuffs

5

$157.50

$126.00

$630.00

*

This quote is made subject to ZOLL's standard commercial terms and conditions (ZOLL T's + C's) which 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'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

Page 2 Subtotal

1. DELIVERY WILL BE MADE 60-90 DAYS AFTER RECEIPT OF ACCEPTED PURCHASE ORDER. 2. PRICES WILL BE F.O.B. SHIPPING POINT. 3. PRICES QUOTED ARE VALID UNTIL MARCH 29.2013. 4. APPLICABLE TAX & FREIGHT CHARGES ARE ADDITIONAL. 5. ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTANCE BY ZOLL. 6. FAX PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT 978-421-0015 OR EMAIL TO [email protected]. 7. ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS. 8. PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com. Page2

$175,221.25

Caroline Wojtkowski EMS Territory Manager

ZOLL Medical Corporation

GLJIDELINES 2010 READY

Worldwide HeadQuarters

269 Mill Rd Chelmsford, Massachusetts 01824-4105 (978) 421-9655 Main

TO: Park Ridge Fire

(800) 348-9011 (978) 421-0015 Customer Support FEDERAL ID#: 04-2711626

901 West Devon Avenue Park Ridge, IL 60068 Attn: BC Tim Norton

QUOTATION 130635 V:3 DATE:

email: [email protected] Tel: 847-652-2407

February 12, 2013

TERMS:

Net 30 Days

FOB:

Shipping Point

FREIGHT: Prepay and Add ITEM

MODEL NUMBER

6

8000-0580-01

7

8300-0500-01

8

8300-0520-01

9

8300-0524-01

QTY.

UNIT PRICE

DISC PRICE

TOTAL PRICE

10

$495.00

$396.00

$3,960.00

*

SurePower 4 Bay Charging System including 4 Battery Charging adapters

2

$2,583.00

$2,066.40

$4,132.80

*

Filtertine Set Adult/Pediatric, Case of 25

1

$275.00

No Charge

No Charge

*

Smart Capnoline Plus 02 Adult(02 tubing), Case of

1

$355.00

No Charge

No Charge

*

DESCRIPnON Six hour rechargeable Smart battery

25 10

DISC

ZOLL Resuscitation Discount

5

$0.00

($6,000.00)

($30,000.00)

*

11

Dl SC

ZOLL Discount-Valid for a purchase order received on or before March 29, 2013.

1

$0.00

($3,000.00)

($3,000.00)

*

*Reflects Discount Pricing. This quote is made subject to ZOLL's standard commercial terms and conditions (ZOLL T's + C's) which 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'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. 2. 3. 4. 5.

PRICES WILL BE F.O.B. SHIPPING POINT. PRICES QUOTED ARE VALID UNTIL MARCH 29,2013. APPLICABLE TAX & FREIGHT CHARGES ARE ADDITIONAL. ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTANCE BY ZOLL. 6. FAX PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT 978-421-0015 OR EMAIL TO [email protected]. 7. ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS. 8. PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING WWW .zollwebstore.com. Page3

TOTAL

$150,314.05

Caroline Wojtkowski EMS Territory Manager

ZOLL QUOTATION GENERAL TERMS & CONDITIONS 1. ACCEPTANCE. This Quotation constitutes an offer by ZOLL Medical Corporation to sell to the Customer the equipment (including a license to use certain software) listed in this Quotation and described in the specifications either attached to or referred to in this Quotation (hereinafter referred to as Equipment). Any acceptance of such offer is expressly limited to the terms of this Quotation, including these General Terms and Conditions. Acceptance shall be so limited to this Quotation notwithstanding (i) any conflicting written or oral representations made by ZOLL Medical Corporation or any agent or employee of ZOLL Medical Corporation or (ii) receipt or acknowledgement by ZOLL Medical Corporation of any purchase order, specification, or other document issued by the Customer. Any such document shall be wholly inapplicable to any sale made pursuant to this Quotation, and shall not be binding in any way on ZOLL Medical Corporation. Acceptance of this Quotation by the Customer shall create an agreement between ZOLL Medical Corporation and the Customer (hereinafter referred to as the "Contracf the terms and conditions of which are expressly limited to the provisions of this Quotation including these Terms and Conditions. No waiver change or modification of any of the provisions of this Quotation or the Contract shall be binding on ZOLL Medical Corporation unless such waiver, change or modification (i) is made in writing (ii) expressly states that it is a waiver, change or modification of this Quotation or the Contract and (iii) is signed by an authorized representative of ZOLL Medical Corporation. 2. DELIVERY AND RISK OF LOSS. Unless otherwise stated, all deliveries shall be F.O.B. ZOLL Medical Corporation's facility. Risk of loss or damage to the Equipment shall pass to the Customer upon delivery of the Equipment to the carrier. 3. TERMS OF PAYMENT. Unless otherwise stated in ils Quotation payment by Customer is due thirty (30) days after the ship date appearing on ZOLL Medical Corporation invoice. Any amounls payable hereunder which remain unpaid after the date shall be subject to a late charge equal to 1.5% per month from the due date until such amount is paid. 4. CREDIT APPROVAL. All shipmenls 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 shipment or delivery except upon receipt of payment or security or upon terms regarding credit or security satisfactory to ZOLL Medical Corporation. 5. TAXES & FEES. The pricing quoted in its Quotation do not include sales use, excise, or other similar taxes or any duties or customs charges, or any order processing fees. The Customer shall pay in addition for the prices quoted the amount of any present or future sales, excise or other similar tax or 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 apply from time to time. In lieu thereof the Customer may provide ZOLL Medical Corporation with a tax exemption certificate acceptable to the taxing authorities. 6. WARRANTY. (a) ZOLL Medical Corporation warranls to the Customer that from the ea~ier of the date of installation or thirty (30) days after the date of shipment from ZOLL Medical Corporation's facility, the Equipment (other than accessories and electrodes) will be free from defects in material and workmanship under normal use and service for the period noted on the reverse side. Accessories and electrodes shall be warranted for ninety (90) days from the date of shipment During such period ZOLL Medical Corporation will at no charge to the Customer either repair or replace (at ZOLL Medical Corporation's sole option) any part of the Equipment found by ZOLL Medical Corporation to be defective in material or workmanship. ~ ZOLL Medical Corporation's inspection detects no defecls in material or workmanship, ZOLL Medical Corporation's regular service charges shall apply. (b) ZOLL Medical Corporation shall not be responsible for any Equipment defect failure of the Equipment to perform any specified function, or any other nonconformance of the Equipment caused by or attributable to (i) any modification of the Equipment by the Customer, unless such modification is made with the prior written approval of ZOLL Medical Corporation: (ii) the use of the Equipment with any associated or complementary equipment accessory or software not specified by ZOLL Medical Corporation, or (iii) any misuse or abuse of the Equipment: (iv) exposure of the Equipment to conditions beyond the environmental, power or operating constrainls specified by ZOLL Medical Corporation, or (v) installation or wiring of the Equipment other than in accordance with ZOLL Medical Corporation's instructions. (c) Warranty does not cover ijems subject to normal wear and burnout during use, including but not limited to lamps, fuses, batteries, cables and accessories. (d) The foregoing warranty does not apply to software included as part of the Equipment (including software embodied in read-only memory known as "firmware"). (e) The foregoing warranty constitutes the exclusive remedy of the Customer and the exclusive liability of ZOLL Medical Corporation for any breach of any warranty related to the Equipment supplied hereunder. THE WARRANTY SET FORTH HEREIN IS EXCLUSIVE AND ZOLL MEDICAL CORPORATION EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

1. SOFTWARE LICENSE. (a) All software (the "Software" which term shall include firmware) included as part of the Equipment is licensed to Customer pursuant to a nonexclusive limited license on the terms hereinafter set forth, (b) Customer may not copy, distribute, modify, translate or adapt the Software, and may not disassemble or reverse compile the Software, or seek in any manner to discover, disclose or use any proprietary algorithms, techniques or other confidential information contained therein, (c) All righls in the Software remain the product of ZOLL Medical Corporation, and Customer shall have no right or interest therein except as expressly provided herein. (d) Custome~s right to use the Software may be terminated by ZOLL Medical Corporation in the event of any failure to comply with terms of this quotation, (e) Customer may transfer the license conferred hereby only in connection with a transfer of the Equipment and may not retain any copies of the Software following such transfer. (f) ZOLL Medical Corporation warrants that the read-only memory or other media on which the Software is recorded will be free from defects in materials and workmanship for the period and on terms set forth in section 6. (g) Customer understands that the Software is a complex and sophisticated software product and no assurance can be given that operation of the Software will be uninterrupted or error-free, or that the Software will meet Customer's requiremenls. Except as set forth in section 7(1), ZOLL MEDICAL CORPORATION MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SOFTWARE AND IN PARTICULAR DISCLAIMS ANY IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS OF A PARTICULAR PURPOSE WITH RESPECT THERETO. Custome~s exclusive remedy for any breach of warranty or defect relating to the Software shall be the repair or replacement of any defective read-only memory or other media so that it correctly reproduces the Software. This License applies only to ZOLL Medical Corporation Software. 8. DELAYS IN DELIVERY. ZOLL Medical Corporation shall not be liable for any delay in the delivery of any part of the Equipment if such delay is due to any cause beyond the control of the ZOLL Medical Corporation including, but not limited to acls of God, fires, epidemics, floods, riels, wars, sabotage, labor disputes, governmental actions, inability to obtain materials, componenls, manufacturing facilities or transportation or any other cause beyond the control of ZOLL Medical Corporation. In addition ZOLL Medical Corporation shall not be liable for any delay in delivery caused by failure of the Customer to provide any necessary information in a timely manner. In the event of any such delay, the date of shipment or performance hereunder shall be extended to the period equal to the time lost by reason of such delay. In the event of such delay ZOLL Medical Corporation may allocate available Equipment among its Customers on any reasonable and equitable basis. The delivery dates set forth in this Quotation are approximate only and ZOLL Medical Corporation shall not be liable for or shall the Contract be breached by, any delivery by ZOLL Medical Corporation within a reasonable time after such dates.

9. LIMITATIONS OF LIABILITY. IN NO EVENT SHALL ZOLL MEDICAL CORPORATION BE LIABLE FOR INDIRECT SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ZOLL MEDICAL CORPORATIONS PERFORMANCE DR FAILURE TO PERFORM PURSUANT TO THIS QUOTATION OR THE CONTRACT OR THE FURNISHING, PERFORMANCE, OR USE OF ANY EQUIPMENT OR SOFTWARE SOLD HERETO, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, THE NEGLIGENCE OF ZOLL MEDICAL CORPORATION OR OTHERWISE. 10. PATENT INDEMNITY. ZOLL Medical Corporation shall at its own expense defend any suit that may be instituted against the Customer for alleged infringement of any United States patenls or copyrighls related to the parts of the Equipment or the Software manufactured by ZOLL Medical Corporation, provided that (i) such alleged infringement consisls only in the use of such Equipment or the Software by ilself and not as a part of or in combination with any other devices or parts, (ii) the Customer gives ZOLL Medical Corporation immediate notice in writing of any such suit and permits ZOLL Medical Corporation through counsel of ils choice, to answer the charge of infringement and defend such suit, and (iii) the Customer gives ZOLL Medical Corporation all requested information, assistance and authority at ZOLL Medical Corporation's expense, to enable ZOLL Medical Corporation to defend such suit In the case• of a final award of damages for infringement in any such suit, ZOLL Medical Corporation will pay such award, but it shall not be responsible for any settlement made without ils written consent. Section 10 states ZOLL Medical Corporation's total responsibility and liability's, and the Custome~s sole remedy for any actual or alleged infringement of any patent by the Equipment or the Software or any part thereof provided hereunder. In no event shall ZOLL Medical Corporation be liable for any indirect, special, or consequential damages resulting from any such infringement. 11. CLAIMS FOR SHORTAGE. Each shipment of Equipment shall be promptly examined by the Customer upon receipt thereof. The Customer shall inform ZOLL Medical Corporation of any shortage in any shipment within ten (10) days of receipt of Equipment~ no such shortage is reported within ten (10) day period, the shipment shall be conclusively deemed to have been complete. 12. RETURNS AND CANCELLATION. (a) The Customer shall obtain authorization from ZOLL Medical Corporation prior to returning any of the Equipment (b) The Customer receives authorization from ZOLL Medical Corporation to return a product for credij, the Customer shall be subject to a restocking charge of twenty percent (20%) of the original list purchase price, but not less than $50.00 per product (c) Any such change in delivery caused by the Customer that causes a delivery date greater than six (6) months from the Customer's original order date shall constitute a new order for the affected Equipment in determining the appropriate list price. 13. APPLICABLE LAW. This Quotation and the Contract shall be governed by the substantive laws of the Commonwealth of Massachusetts without regard to any choice of law provisions thereof. 14. COMPLIANCE WITH LAWS. (a) ZOLL Medical Corporation represents that all goods and services delivered pursuant to the Contract will be produced and supplied in compliance with all applicable state and federal laws and regulations, including the requiremenls of the Fair Labor Standards Act of 1938, as amended. (b) The Customer shall be responsible for compliance with any federal, state and local laws and regulations applicable to the installation or use of the Equipment furnished hereunder, and will obtain any permils required for such installation and use. 15. NON-WAIVER OF DEFAULT. In the event of any default by the Customer, ZOLL Medical Corporation may decline to make further shipmenls or render any further warranty or other services without in any way affecting ils right under such order. ~despite any default by Customer, ZOLL Medical Corporation elects to continue to make shipmenls its action shall not constitute a waiver of any default by the Customer or in any way affect ZOLL Medical Corporation's legal remedies regarding any such default. No claim or right arising out of a breach of the Agreement by the Customer can be discharged in

whole or in part by waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by ZOLL Medical Corporation. 16. ASSIGNMENT. This Quotation, and the Contract, may not be assigned by the Customer without the prior written consent of ZOLL Medical Corporation, and any assignment without such consent shall be null and void. 17. TITLE TO PRODUCTS. Title to right of possession of the products sold hereunder shall remain with ZOLL Medical Corporation until ZOLL Medical Corporation delivers the Equipment to the carrier and agrees to do all acts necessary to perfect and maintain such right and title in ZOLL Medical Corporation. Failure of the Customer to pay the purchase price for any product when due shall give ZOLL Medical Corporation the right, without liability to repossess the Equipment, with or without notice, and to avail ilself of any remedy provided by law. 18. EQUAL EMPLOYMENT OPPORTUNITY I AFFIRMATIVE ACTION. VETERAN'S EMPLOYMENT· If this order is subject to Executive Order 11710 and the rules, regulations, or orders of the Secretary of Labor issued thereunder the contract clause as set forth at 41 CFR 60-250.4 is hereby included as part of this order. EMPLOYMENT OF HANDICAPPED - if this order is subject to Section 503 of the Rehabilitation Act of 1973, as amended and the rules, regulations or orders of the Secretary of Labor as issued thereunder, the contract clause at 41 CFR 60-741.7 is hereby included as part of this order. EQUAL OPPORTUNITY EMPLOYMENT • if this order is subject to the provisions of Executive Order 11246, as amended, and the rules, regulations or orders of lhe Secretary of Labor issued thereunder, the contract clause set forth at 41 CFR 60-1.4 (a) and 60-1.4 (b) are hereby included as a part of this order and Seller agrees to comply with the reporting requiremenls set forth at 41 CFR 60-1.7 and the affirmative action compliance program requirements set forth as 41 CFR 60-1.40. 19. VALIDITY OF QUOTATION. This Quotation shall be valid and subject to acceptance by the Customer, in accordance with the terms of Section 1 hereof for the period set forth on the face hereof. After such period, the acceptance of this Quotation shall not be binding upon ZOLL Medical Corporation and shall not create a contract, unless such acceptance is acknowledged and accepted by ZOLL Medical Corporation by a writing signed by an authorized representative of ZOLL Medical Corporation. 20. GENERAL. Any Contract resulting from this Quotation shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts. This constitutes the entire agreement between Buyer and Supplier with respect to the purchase and sale of the Products described in the face hereof, and only representations or statements contained herein shall be binding upon Supplier as a warranty or otherwise. Acceptance or acquiescence in the course of performance rendered pursuant hereto shall not be relevant to determine the meaning of this writing even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection. No addition to or modification of any of the terms and conditions specified herein shall be binding upon Supplier unless made in writing and signed by a duly authorized representative of Supplier. The terms and conditions specified shall prevail notwithstanding any variance from the terms and conditions of any order or other form submitted by Buyer for the Producls set forth on the face of this Agreement. To the extent that this writing may be treated as an acceptance of Buye~s prior offer, such acceptance is expressly made conditional on assent by Buyer to the terms hereof, and, without limitation, acceptance of the goods by Buyer to the terms hereof, and, without limitation, acceptance of the goods by Buyer shall constitute such assent. All cancellations and reschedules require a minimum of thirty (30) days notice.

ZOLL Medical Corporation