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HomeMy WebLinkAboutZoll Medical Original _ 7r O " 2-9 I— 0 a.+ ID L L dillillial O �`� E . ' Ill : 111 V - X • RI ' 21 '' U N 1 ■ L E 6 co N 2 O � L ° N - Prepared For Waterloo Fire Rescue, IA Bid Proposal for Waterloo Fire Rescue Proposal Due: April 28, 2014 at 4:00 PM ZOLL. 269 Mill Road Chelmsford,Massachusetts 01824-4105 978.421.9655(main) 978.421.0025(fax) www.zoll.com BID for Waterloo Fire Rescue, IA ZOLL Medical Corporation Response to Bid Proposal for Waterloo Fire Rescue Table of Contents Section — I. Bid Sheets Section — II. Cover Letter Section — III. Quotation(s) Section — IV. Warranty Information Section — V. Literature/Product Information RescueNet® Link Sense'n Sync' technology ". automatically uploads data from the E Series" monitor/ defibrillator, RescueNet ePCR, CommCAD and Navigator vehicle mapping in real time y sae to a large screen. Unfiltered See-Thru CPR®J t Artifact filtering shows underlying rhythm without 1 ,,ka'ir"tv .""..` stopping compressions - ;�, Filtered minimizes pausing. Section - I , Real CPR Helps —Nfr. ECG — 1 -A PAti, -% The original real-time `2A_-a4 Owe rate and depth feedback — Bid Sheets improves compression quality. Seq. v 9 AutoPulse® Load distributing band (LDB) delivers clinically proven compressions and = does not have to be paused during patient movement. Also safer for rescuers in a moving vehicle. Rectilinear Biphasic— High current/low energy waveform: the only defibrillation waveform i allowed by the FDA to claim superiority over monophasic. \\kpSER100 toER100 i/1/ � A - � ���\FREO BID PROPOSAL F�gfREscU`� WATERLOO FIRE RESCUE CITY OF WATERLOO, IOWA Preamble The undersigned being a corporation existing under the laws of the State of Massachusetts tea: A partnership consisting of the following ZOLL Medical Corp. partners: or an individual doing business as being familiar with the Specifications affecting the cost of this service, hereby offers to furnish said service to Waterloo Fire Rescue, 425 East Third Street, Waterloo, Iowa 50703. Submission of Bids Sealed bid proposal will be received by the City of Waterloo, Clerk's office, 715 Mulberry Street, Waterloo, Iowa 50703, until 4:00 p.m. on the 28th day of April 2014. Any bid submitted after the specified time will be rejected. Bid sheets shall be the first paces of your proposal. Bid Prices (As per notice to bidders) Please list bid prices on the attached Specification Sheets. General Requirements for Submission of Bids All bids must be submitted to the City Clerk's office in a sealed envelope clearly marked as follows: "Bid Proposal for Waterloo Fire Rescue As Per Notice to Bidders" The name of the business submitting the bid must also be clearly marked on the envelope. All bids must meet or exceed minimum Specifications as previously defined. Bids that do not meet or exceed minimum Specifications, as determined by the City, shall be rejected. All Bid prices, upon submission by bidder are recognized by the City and Vendor to be irrevocable for the minimum of thirty(30) calendar days from the date of the Bid opening. Two copies of the bid must be submitted. The bidder shall specify any deviations or exceptions that he proposes from the below Specifications on a separate sheet and in the same sequence as stated in said Specifications. By attachment, the listed deviations become part of this bid. Standard procedures dictate that the City of Waterloo will accept the lowest responsible bid. However, the bidder understands that the City reserves the right to reject any bid that is either considered not to be responsible or not most advantageous to the City. The City will award the contract to the responsible bidder whose bid meets or exceeds minimum Specifications. The City of Waterloo, Iowa, reserves the right to reject any and all bids. Furthermore, the City of Waterloo reserves the right to reject any portion(s) or item(s) of any or all bids. Upon acceptance of the bid, a copy of this Proposal bearing the City Clerk's signature shall constitute acceptance of the bid and therefore, be a legal binding Agreement. If applicable, the bidder guarantees that title conveyed shall be good and goods shall be delivered free from security interest or other lien or encumbrance of which the City at the time of purchase had knowledge. Opening and Acceptance of Bids Sealed bid proposals will be opened and read at the City Council meeting on April 28, 2014 at 5:30 p.m. in the Council Chambers, City Hall, and all bidders understand that they may be in attendance at the bid opening. Bids will be acted upon at that time, or a later time, which shall then be established. Cancellation The successful bidder understands that the City of Waterloo shall cancel this Agreement, with thirty (30) days' notice, if the City has knowledge that all conditions as stated in this Bid Proposal have not been fulfilled. Payment Notice Lump sum payment shall be made by the City of Waterloo, Fire Department, 425 East Third Street, Waterloo, Iowa 50703, within thirty (30) days of receipt of billing from the Vendor and acceptance of commodity by the City. This bidder, having fully read this document, hereby acknowledges that this Bid Proposal completely reflects the total Bid as contained herein. Name of Company: ZOLL Medical Corp. l 2 / l �L�� Randy Curran 269 Mill Road Chelmsford,MA 01824 By Address EMS Territory Manager April 24,2014 Title Date Approved: Bid Prices The bidder proposes to meet or exceed the Specifications for the below quoted prices. $ 216,882.12 Base Price- including freight and delivery for (7) 12-lead cardiac monitors and associated accessories to Waterloo Fire Rescue, 425 East Third Street, Waterloo, IA 50703. $ 31,500.00 Trade in amount $ 185,382.12 Total Bid Price /'1 Specifications for Cardiac Monitors Seven(7)ECG Monitor/Defibrillators with the following 12-lead(capable of detecting leads) I,II,III,AVR,AVF,V 1-V6 Interpretative 12-lead ECG 12-lead one step ECG cable to include 4-lead limb lead cable and removable precordial 6-lead set External Adult/PEDS hard paddles with carrying case Appropriate carry case with pouches AC power adapter and power cord Diagnostic printout with interpretation capabilities EtCO Sidestream monitoring capable In-line monitoring capable Integrated CO oximetry Massimo SET/SpMet Rainbow Reusable Patient cable(connects to single use sensors) Sp02/SpCO/SpMet Rainbow DCI Adult Reusable Sensor with connector Non-invasive automated/programmable blood pressure monitoring Temperature Monitoring Dermal Rectal Esophageal NIBP reusable cuff for (PEDS and Adult,Large Adult and Thigh cuff Provide on screen trends External Transcutaneous demand pacing External Transcutaneous fixed pacing Biphasic waveform defibrillator Synchronized cardioversion capable Must be able to provide integrated CPR feedback(or equivalent) Battery charging system (2-four-bay system) (3-two-bay system) 4 batteries to be including with each monitor WIFI ready Blue Tooth ready USB data transfer cable Must be able to communicate with Panasonic Tough book Computer(wirelessly and via serial) Owners Operator Manual Appropriate in-house training Monitors for trade: 5-Zoll M Series monitors with 12-lead,ETCO2,SP02,AC, Biphasic,Pace,EL,RCD,SMR,CDMK,ENG Serial Numbers T04K64859 T04K64855 T04I63147 T04K65637 T04I63155 1 Zoll M Series semi-automatic monitor with Biphasic,AED,AC,PC,EL,RC,SM,CM,ENG Serial number T05A67389 • arF , - , 269 Mill Road Chelmsford,Massachusetts 01824-4105 978.421.9655(main) 978.421.0025(fax) www.zoll.com Exceptions to the Specifications 1.) With regards to page 3, 'Payment Notice' section, ZOLL payment terms are within 30 days of date on invoice. 2.) With regards to page 5, 'Specifications for Cardiac Monitors' section, ZOLL will be offering a 1- Bay and 4- Bay battery charging system. 3.) With regards to page 5, 'Specifications for Cardiac Monitor's section, ZOLL recommends 2 batteries per device. ZOLL's proposed quote reflects this recommendation. RescueNet® Link Sense'n Sync"'' technology •••1 I 4,,,,,. ...-4.' automatically uploads data from the E Series- monitor/ • �" defibrillator, RescueNet ° � `' ePCR, CommCAD and Navigator vehicle Mil mapping in real time ®__ to a large screen, Unfiltered' See-Thru CPR® /�1.t�`\V Ali v `V Artifact filtering shows underlying rhythm without 1hvAroMtwk stopping compressions — Filtered minimizes pausing. I �- - Section - II • Real CPR Help® PAL, The original real-time owt-R rate and depth feedback Cover Letter improves compression quality. _ ` AutoPulse® Load-distributing band (LDB) delivers clinically proven compressions and\ does not have to be paused during patient movement. Also safer for rescuers in a moving vehicle. Rectilinear Biphasic`"" ,:, High current/low energy ' waveform: the only ' defibrillation waveform ,�J allowed by the FDA to 0 d 8 1] claim superiority over monophasic. 269 Mill Road Chelmsford,Massachusetts 0 1 8 24-4 1 05 j, 978.421.9655(main) 978.421.0025(fax) www.zoll.com April 24, 2014 Clerk's Office City of Waterloo 715 Mulberry Street Waterloo, IA 50703 RE: Bid Proposal for Waterloo Fire Rescue Dear Purchasing Agent: ZOLL@ Medical Corporation ("ZOLL") is pleased to provide our response to your request for information for Bid Proposal for Waterloo Fire Rescue due April 28, 2014 at 4:00 PM. ZOLL manufactures and markets an integrated line of proprietary, non-invasive resuscitation devices and disposable electrodes. ZOLL's products are used in hospitals, by emergency medical services (EMS) personnel and in public access environments to provide lifesaving pacing and defibrillation to patients suffering cardiac arrest, and for the treatment of patients with life-threatening cardiac arrhythmias. ZOLL also designs and markets software that automates collection and management of both clinical and non-clinical data. Our proposal includes the following: • ZOLL X Series@ Quotation • ZOLL X Series@ Warranty &Technical Service Information • ZOLL X Series@ Literature Thank you for the opportunity to respond to this BID. We stand ready to serve the needs of the City of Waterloo and look forward to the prospect of a long and mutually rewarding relationship. If you need any further information or assistance, please do not hesitate to call me at 641-344-4961 or via email at RCurran@zoll.com Re ards, Randy Currn EMS Territory Manager RC/a k Enclosures RescueNet® Link Sense`n SyncTM technology awl:-'� " ~{ automatically uploads data _ 4 from the E Series ' monitor/ '� defibrillator, RescueNet liltIt ePCR, CommCAD and Navigator vehicle mapping in real time +r mon to a large screen. ,,eed See-Thru CPR® A/1\MA/ Artifact filtering shows underlying rhythm without Y " w`*°rt stopping compressions — Filtered minimizes pausing. � k f ue Section - III . Real CPR Help® _- i PAL, The original real-time -=— =R rate and depth feedback— �� ��"��� u ota t i o n S improves compression Q quality. II: AutoPulse® ,m ti, Load-distributing band (LDB) delivers clinically 'gym proven compressions and does not have to be paused during patient movement. Also safer for rescuers in a moving vehicle. Rectilinear Biphasic"" so"biryal High current/low energy waveform: the only defibrillation waveform AnglaC allowed by the FDA to 150bvk sd 5>0h°I5 d B12 claim superiority over monophasic. GUIDELINES ZOLL Medical Corporation 2010 READY Worldwide HeadQuarters r� ZOI.L ' 269 Mill Rd Chelmsford,Massachusetts 01824-4105 10: Waterloo Fire Rescue (978)421-9655 Main (800)348-9011 425 E Third St (978)421-0015 Customer Support Waterloo, IA 50703 FEDERAL ID#: 04-2711626 Attn: N/A QUOTATION 163515 V:3 DATE: April 28,2014 email: N/A Tel: N/A TERMS: Net 30 Days Bid Proposal for Waterloo Fire Rescue Due:April 28,2014 at 4:00 PM FOB: Destination FREIGHT: Free Freight ITEM MODEL NUMBER DESCRIPTION QTY. UNIT PRICE DISC PRICE TOTAL PRICE 1 60 1- 2 2 3 1 4 1 1- 01 X Series®Manual Monitor/Defibrillator $14,995 7 $41,015.00 $28,710.50 $200,973.50 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"(15.5cm)diagonal sreen, 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 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 Page 1 Subtotal $200,973.50 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. Randy Curran 2. PRICES QUOTED ARE VALID FOR 60 DAYS. EMS Territory Manager 3.APPLICABLE TAX WILL BE ADDED AT THE TIME OF INVOICING. 800-242-9150,x9227 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. ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS. r'? �y ivy 7. PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com. �11 Page 1 ZOLL® GUIDELINES ZOLL Medical Corporation 201E READY Worldwide HeadQuarters 269 Mill Rd Chelmsford,Massachusetts 01824-4105 fO: Waterloo Fire Rescue (978)421-9655 Main (800)348-9011 425 E Third St (978)421-0015 Customer Support Waterloo, IA 50703 FEDERAL ID#: 04-2711626 Attn: N/A QUOTATION 163515 V:3 DATE: April 28,2014 email: N/A Tel: N/A TERMS: Net 30 Days Bid Proposal for Waterloo Fire Rescue Due:April 28,2014 at 4:00 PM FOB: Destination 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(ETCO2) 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 Two Temperature monitoring channels with digital displays: $995 Order Temperature probes separately 2 8000- 0 3 4 1 Sp02/SpCO/SpMet Rainbow Resuable Patient Cable: 7 $225.00 $157.50 $1,102.50 Connects to Single Use Sensors(4 ft) 3 8000- 0 0 0 3 7 1 SpO2/SpCO/SpMet Rainbow DCI Adult Reusable 7 $495.00 $340.31 $2,382.17 * Sensor with connector(3 ft) 4 8000- 0 8 9 5 Cuff IQ with Welch Allyn Small Adult,Large Adult and 7 $157.50 $110.25 $771.75 Thigh Cuffs 5 8000- 0 5 8 0- 01 Six hour rechargeable Smart battery 7 $495.00 $346.50 $2,425.50 * 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 Pane 2 Subtotal $207,655.42 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. Randy Curran 2. PRICES QUOTED ARE VALID FOR 60 DAYS. EMS Territory Manager 3.APPLICABLE TAX WILL BE ADDED AT THE TIME OF INVOICING. 800-242-9150,x9227 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. ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS. 7. PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com. Page 2 GUIDELINES ZOLL Medical Corporation ?li r READY Worldwide HeadQuarters ZOL ® 269 Mill Rd Chelmsford,Massachusetts 01824-4105 f0: Waterloo Fire Rescue (978)421-9655 Main (800)348-9011 425 E Third St (978)421-0015 Customer Support Waterloo, IA 50703 FEDERAL ID#: 04-2711626 Attn: N/A QUOTATION 163515 V:3 DATE: April 28,2014 email: N/A Tel: N/A TERMS: Net 30 Days Bid Proposal for Waterloo Fire Rescue Due:April 28,2014 at 4:00 PM FOB: Destination FREIGHT: Free Freight IMENIMENutiESCRIPTION QTY. UNIT PRICE DISC PRICE TOTAL PRICE 6 8000- 0670 YSI reusable adult Skin Temperature probe 14 $75.00 $52.50 $735.00 7 8 3 0 0- 0 5 0 0- 01 SurePower 4 Bay Charging System including 4 2 $2,583.00 $1,808.10 $3,616.20 Battery Charging adapters 8 8 2 0 0- 0 0 0 1 0 0- 01 Single Bay Charger for tthe SurePower and SurePower II 3 $945.00 $661.50 $1,984.50 * batteries 9 8000- 1 0 1 0- 01 External Paddle Assembly Apex/Sternum with 7 $590.00 $413.00 $2,891.00 * controls and built-in pediatric electrodes �10 4 0 0 1- 9933 ZOLL M-Series Biphasic yr/Pacing,12 lead+2 5 ($5,500.00) ($27,500.00) ** parameters(includes CC1)Trade-In 11 4 0 01- 9926 ZOLL M-Series Biphasic,no Pacing(includes CCT) 1 ($4,000.00) ($4,000.00) ** Trade-In *Reflects Discount Pricing.* **Trade-In Value valid if all 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 new equipment. Customer agrees to pay cash value for trade-in equipment not shipped to ZOLL on a timely basis. 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:his quotation will be deemed to TOTAL $185,382.12 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. Randy Curran 2. PRICES QUOTED ARE VALID FOR 60 DAYS. EMS Territory Manager 3.APPLICABLE TAX WILL BE ADDED AT THE TIME OF INVOICING. 800-242-9150,x9227 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 ESALESI ZOLL.COM. ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS. PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com. (Plii/if-/T- 7. Page 3 ZOLL QUOTATION GENERAL TERMS& CONDITIONS 9. LI1.ACCEPTANCE.This Quotation constitutes an offer by ZOLL Medical Corporation to sell to the FORhINDIRECTS SOF ECIIALI LITY.OR CO SINOEQUEN IAL DAMAGESEVENT SHALL ZOLLMEDICAL RESULTINGR FROM TZOLLBMELIBLE DICAL ,.....customer ustomer the equipment(including a license to use certain software) listed in this Quotation and CORPORATIONS PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO THIS QUOTATION escribed 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 .s Equipment).My acceptance of such offer is expressly limited to the terms of this Quotation,including SOFTWARE SOLD HERETO, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF these General Terms and Conditions.Acceptance shall be so limited to this Quotation notwithstanding(i) WARRANTY,THE NEGLIGENCE OF ZOLL MEDICAL CORPORATION OR OTHERWISE. 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 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.My such document be instituted 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 combination with any other devices or parts,(ii)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 to 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(ii) 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 award of damages for infringement in any such suit,ZOLL Medical Corporation will signed by an authorized representative of ZOLL Medical Corporation. pay such award,but it shall not be responsible for any settlement made 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 infringement of any patent by the Equipment or the Software or any part delivery of the Equipment to the carrier. thereof provided hereunder. In no event shall ZOLL Medical Corporation be liable for any y indirect, special,or consequential damages resulting 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 appearing on ZOLL Medical Corporation invoice.My amounts payable 11. CLAIMS FOR SHORTAGE. Each shipment of Equipment shall be promptly examined by the hereunder which remain unpaid 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 Medical Corporation of any shortage in from the due date until such amount is paid. any shipment within ten(10)days of receipt of Equipment.If no such shortage is reported within ten(10) 4.CREDIT APPROVAL.All shipments and deliveries shall at all times be subject to the approval of day period,the shipment shall be conclusively deemed to have been complete. 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 security or upon terms regarding credit or Corporation prior to returning any of the Equipment.(b)The Customer receives authorization from ZOLL security satisfactory to ZOLL Medical Corporation. Medical Corporation to return a product for credit,the Customer shall be subject to a restocking charge 5.TAXES&FEES.The pricing of twenty percent(20%)of the original list purchase price,but not less than$50.00 per product.(c)Any p g quoted in its Quotation do not include sales use,excise,or other similar such change in delivery caused by the Customer that 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 from the Customer's original order date shall constitute a new order for the affected Equipment in addition for the prices quoted the amount of any present or future sales,excise or other similar tax or determining the appropriate list price. 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 Contract shall be governed by the substantive laws of apply from time to time.In lieu thereof the Customer may provide ZOLL Medical Corporation with a tax the Commonwealth of Massachusetts without regard to any choice of law provisions thereof. exemption certificate acceptable to the taxing authorities. 14.COMPLIANCE WITH LAWS.(a)ZOLL Medical Corporation represents that all goods and services 6.WARRANTY.(a)ZOLL Medical Corporation warrants to the Customer that from the earlier of the date delivered pursuant to the Contract will be produced and supplied in compliance with all applicable state of 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 Act of 1938,as Equipment(other than accessories and electrodes)will be free from defects in material and workmanship amended.(b)The Customer shall be responsible for compliance with any federal,state and local laws under normal use and service for the period 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(90) 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 part of the Equipment found by ZOLL Medical Corporation to be defective in material or 15. NON-WAIVER OF DEFAULT. In the event of any default by the Customer, ZOLL Medical "Norkmanship.If ZOLL Medical Corporation's inspection detects no defects in material or workmanship, Corporation may decline to make further shipments or render any further warranty or other services DLL Medical Corporation's regular service charges shall apply.(b)ZOLL Medical Corporation shall not without in any way affecting its right under such order.If despite any default by Customer,ZOLL Medical ,e 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 a waiver of any default by any other nonconformance of the Equipment caused by or attributable to(i)any modification of the the Customer or in any way affect ZOLL Medical Corporation's legal remedies regarding any such Equipment by the Customer,unless such mod cation is made with the prior written approval of ZOLL default.No claim or right arising out of a breach of the Agreement by the Customer can be discharged in Medical Corporation:(ii)the use of the Equipment with any associated or complementary equipment whole or in part by waiver or renunciation of the claim or right unless the waiver or renunciation is accessory or software not specified by ZOLL Medical Corporation,or(iii)any misuse or abuse of the supported by consideration and is in writing signed by ZOLL Medical Corporation. Equipment:(iv)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 16.ASSIGNMENT.This Quotation,and the Contract,may not be 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 to normal wear and burnout during use,including but not limited to lamps,fuses,batteries,cables null and void. 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 17.TITLE TO PRODUCTS.Title to right of possession of the products sold hereunder shall remain with warranty constitutes the exclusive remedy of the Customer and the exclusive liability of ZOLL Medical ZOLL Medical Corporation until ZOLL Medical Corporation delivers the Equipment to the carder and Corporation for any breach of any warranty related to the Equipment supplied hereunder. THE agrees to do all acts necessary to perfect 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. 7.SOFTWARE LICENSE.(a)All software(the"Software"which term shall include firmware)included as 18.EQUAL EMPLOYMENT OPPORTUNITY/AFFIRMATIVE ACTION. VETERAN'S EMPLOYMENT-If this order is subject to Executive the part of the Equipment is licensed to Customer pursuant to a nonexclusive limited license on the terms rules,regulations,or orders of the Secretary of Labor issued thereunder the contract claer se as etdforth hereinafter set forth,(b)Customer may not copy,distribute,modify,translate or adapt the Software,and at 41 CFR 60-250.4 is hereby included as part of this order. 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 EMPLOYMENT OF HANDICAPPED - if this order is subject to Section 503 of the rights in the Software remain the product of ZOLL Medical Corporation,and Customer shall have no right Rehabilitation Act of 1973,as amended and the rules,regulations or orders of the Secretary of Labor as or interest therein except as expressly provided herein.(d)Customer's right to use the Software may be issued thereunder,the contract clause at 41 CFR 60-741.7 is hereby included as part of this order. 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 EQUAL OPPORTUNITY EMPLOYMENT -if this order is subject to the provisions of the Equipment and may not retain any copies of the Software following such transfer.(f)ZOLL Medical Executive Order 11246,as amended,and the rules,regulations or orders of the Secretary of Labor Corporation warrants that the read-only memory or other media on which the Software is recorded will be issued thereunder,the contract clause set forth at 41 CFR 60-1.4(a)and 60-1.4(b)are hereby included free from defects in materials and workmanship for the period and on terms set forth in section 6.(g) as a part 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 product and no 60-1.7 and the affirmative action compliance program requirements set forth as 41 CFR 60-1.40. 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 19. VALIDITY OF QUOTATION. This Quotation shall be valid and subject to acceptance 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 Quotation shall not be 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 warranty or defect relating to the Software shall be the Corporation by a writing signed by an authorized representative of ZOLL Medical Corporation. 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. 20.GENERAL. My 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 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 to the purchase and sale of the Products described any part of the Equipment if such delay is due to any cause beyond the control of the ZOLL Medical in the face hereof, and only representations or statements contained herein shall be binding upon Corporation including,but not limited to acts of God,fires,epidemics,floods,riots,wars,sabotage,labor Supplier as a warranty or otherwise. Acceptance or acquiescence in the course of performance disputes, govemmental actions, inability to obtain materials, components, manufacturing facilities or rendered pursuant hereto shall not be relevant to determine the meaning of this writing even though the /.‘cansportation or any other cause beyond the control of ZOLL Medical Corporation.In addition ZOLL accepting or acquiescing party has knowledge of the nature of the performance and opportunity for adical 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 the terms and conditions specified herein shall be .ovide 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 authorized representative of Supplier. shipment or performance hereunder shall be extended to the period equal to the time lost by reason of The terms 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 that this writing may be treated as an acceptance of Buyer's prior offer,such Quotation are approximate only and ZOLL Medical Corporation shall not be liable for or shall the acceptance is expressly made conditional on assent by Buyer to the terms hereof,and,without limitation, Contract be breached by,any delivery by ZOLL Medical Corporation within a reasonable time after such acceptance of the goods by Buyer to the terms hereof,and,without limitation,acceptance of the goods dates. by Buyer shall constitute such assent. All cancellations and reschedules require a minimum of thirty(30) days notice. Page 4 ZOLL Medical Corporation RescueNeE Link Sense'n Sync" technology t automatically uploads data : from the E Series- monitor/ • defibrillator, RescueNet , ePCR, CommCAD and Navigator vehicle mapping in real time mos to a large screen. tf, MIAM V ''i., Unfil,ered See-Thru CPR®{ Artifact filtering shows underlying rhythm without ` k stopping compressions - lith„ F;Ptered minimizes pausing. Section - IV. Real CPR Help® PADS The original real-time z - a �' rate and depth feedback ' tltit-AAPP-i4-._ Warranty improves compression quality. t Information AutoPulse® '/ Load-distributing band . (LDB) delivers clinically _ proven compressions and does not have to be paused during patient movement. Also safer for rescuers in a moving vehicle. Rectilinear Biphasic"" ,o air High current/low energy 3- waveform: the only � —1 defibrillation waveform allowed by the FDA to "' 0 di 0 I, claim superiority over monophasic. EMS ONE YEAR PRODUCT LIMITED WARRANTY ZOLL Medical Corporation (ZOLL) warrants to the Customer that from the date of shipment from ZOLL's facility, the equipment (constituting the Defibrillators and Battery Chargers) will be free from defects in material and workmanship under normal use and service for the period of one (1) year from the date of shipment. The Factory Warranty covers all parts, labor, shipping and insurance costs for the repair of the equipment. A Service Loaner is provided at no charge for use during the repair. During such one-year period ZOLL will, at no charge to the Customer, either repair or replace (at ZOLL's sole option) any part of the equipment found to be defective in material or workmanship. If ZOLL's inspection detects no defects in material or workmanship, ZOLL's regular service charges shall apply. Accessories (constituting the cables, paddles, Sp02 sensors, single battery chargers and electrodes) shall be warranted for 90 days from date of shipment. During such period ZOLL will, at no charge to the Customer, either repair or replace (at ZOLL's sole option) any part of the accessories found by ZOLL to be defective in material or workmanship. If ZOLL's inspection detects no defects in material or workmanship; ZOLL's regular service charges shall apply. ZOLL shall not be responsible for any equipment defect, the 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; (ii) the use of the equipment with any associated or complementary equipment, accessory or software not supplied by ZOLL(iii) any misuse or abuse of the equipment; (iv) exposure of the equipment to conditions beyond the environmental, power or operating constraints specified by ZOLL; or (v) installation or wiring of the equipment other than in accordance with ZOLL's instructions. This warranty does not cover items subject to normal wear and burnout during use, including but not limited to lamps, fuses, batteries, patient cables and accessories. The foregoing warranty does not apply to software included as part of the equipment (including software embodied in read-only memory, known as "firmware"). THE WARRANTY SET FORTH HEREIN IS EXCLUSIVE AND ZOLL EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ZOLL's maximum liability arising out of the sale of the Products (equipment and related accessories and disposables) or their use, whether based upon warranty, contract, tort or otherwise, shall not exceed the actual payments received by ZOLL in connection therewith. ZOLL shall not be liable for any incidental, special or consequential loss, damage or expense (including without limitation lost profits) directly or indirectly arising from the sale, inability to sell, use or loss of use of any Product (however caused and on any theory of liability), even if ZOLL has been advised of the possibility of such loss. The foregoing limitations shall not apply to any claims for bodily injury or death to the extent that limitation of damages for such claims are unenforceable or against public policy under any applicable statute or rule of law. ZOLL Medical Corporation Updated: 12/7/09 Technical Support and Service ZOLL Medical Corporation provides technical assistance through our Technical Support Department. Should the ZOLL equipment require service, contact the Technical Support Department directly. Hours of Coverage Technical Support is available through our Technical Support Help Desk by calling 1- 800-348-9011, Monday thrcugh Friday from 8:30 AM to 6:00 PM EST. The Technical Support Representative will require the following pertinent information to open a Service Request: • Unit Serial Number • Description of the complaint • Department where the equipment is being used • Patient information if applicable • ECG strips if available • Purchase Order number if the device is out of warranty This information will assist us in performing a full evaluation when the product is received at our Depot. You will be given an F:MA number to track the return of your product. Emergency Service Technical Support is available on an emergency basis 7 days a week during the hours not covered during a normal business day. Emergency Support is available by calling 1-800-348-9011. Service Loaners A Service Loaner is available at no charge during the repair analysis process and is shipped to arrive before 10 AM the next business day. ZOLL pays for the shipping and insurance of the Service Loaner. Repairs Repair service is provided via Depot Repair at ZOLL Corporate in Chelmsford, MA. Service is performed by factory trained Service Repair Technicians. Each unit is certified by successfully completing the 6 Month Checkout Procedure as detailed in the appropriate Service Manual, applying a Calibration sticker, and returning the product with a Warranty Repair Form indicating the work performed. As an ISO 9000 certified facility, we retain training records on each employee and are committed to providing the highest level of quality in the servicing of all ZOLL products. Rental Equipment Rental Equipment is available for rental purposes on a monthly basis at a cost of $450 per month plus initial shipping of the loaner to the customer site. This can be purchased through our Technical Support Department. ZOLL Medical Corporation Updated:4/24/2013 Non Warranty Return for Service If a device is out of warranty and is returned to ZOLL for service, the Service Depot will evaluate the device to determine if a repair is needed. ZOLL will perform a comprehensive evaluation which could take several hours to complete. If ZOLL's evaluation does not warrant the device to be repaired, a minimum service charge plus shipping costs shall apply. If the evaluation warrants the device to be repaired, the total cost of the repair will include parts, labor and shipping. If you choose to decline the repair, the minimum service charge plus shipping will apply. Hourly Labor Rates Our current Depot Repair Rate is $150 per hour. This rate is subject to change October 1st of each year. Overtime Hours and Rates There is no additional cost for overtime on Depot repaired items. On-site Service Repairs are performed in our Repair Depot at ZOLL Corporate in Chelmsford, MA. Guaranteed Parts Availability ZOLL guarantees parts for seven (7) years from the last date of manufacture. Guaranteed Service Turnaround Time As an ISO 9000 certified facility we are constantly trying to improve our turnaround time while maintaining a high quality of repair. You can expect a less than 10 business day turnaround on repairs. A Service Loaner is available at no charge while the product is being repaired. Guaranteed Equipment Uptime You can expect 99% uptime based on typical use and the arrival of a Free Service Loaner by 10 AM the next business day. ZOLL Medical Corporation Updated:4/24/2013 RescueNer Link Sense'n l S nc r�` technology gY � automatically uploads data ' $ from the E Series ' monitor/ defibrillator, RescueNet ePCR, CommCAD and r. Navigator vehicle ,a mapping in real time to a large screen. „Heed See-Thru CPR® NMAiArtifact filtering shows V V underlying rhythm without stopping compressions — Filtered minimizes pausing. Section - V. Real CPR Help° PAL ,-. The original real-time 2 - °� R rate and depth feedback — Literature/ Product improves compression quality. \itiffflffl I t Information AutoPulse° Load-distributing band (LDB) delivers clinically 14, proven compressions and does not have to be paused during patient movement. Also safer for rescuers in a moving vehicle. Rectilinear Biphasic'' 1.14 High current/low energy waveform: the only defibrillation waveform allowed by the FDA to claim superiority over monophasic.