HomeMy WebLinkAboutContract 57009 CSC No.57009
FORT WORTH,
SOLE SOURCE AGREEMENT
This SOLE SOURCE AGREEMENT ("Agreement") is made and entered into by and between
the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and through
its duly authorized Assistant City Manager, and ZOLL Medical Corporation ("Vendor"), a Massachusetts
Corporation and acting by and through its duly authorized representative,each individually referred to as a
"party"and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Sole Source Services Agreement;
2. Exhibit A—Scope of Services or Goods;
3. Exhibit B—Price Schedule;
4. Exhibit C— Sole Source Exemption;
5. Exhibit D—Verification of Signature Authority Form;and
6. Exhibit E—Conflict of Interest Questionnaire.
Exhibits A, B, C, D, and E which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes.In the event of any conflict between the terms and conditions of Exhibits A,B,
C, D, or E and the terms and conditions set forth in the body of this Agreement,the terms and conditions
of this Agreement shall control.
1. Scope of Services. 1 Year On-Site Worry-Free Service Plan, Worry-Free Conversion
Service Plan, On-Site, Worry-Free Pro-Rated Service Plan("Services"), which are set forth in more detail
in Exhibit"A,"attached hereto and incorporated herein for all purposes.
2. Term. This Agreement begins on the date signed by Assistant City Manager("Effective
Date") and expires one year after ("Expiration Date"), unless terminated earlier in accordance with this
Agreement("Initial Term"). City will have the option, if mutually agreed upon by Vendor,to renew this
Agreement under the same terms and conditions, for up to Four (4) one-year renewal option(s) (each a
"Renewal Term").
3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement,
including Exhibit `B," which is attached hereto and incorporated herein for all purposes. Total
compensation, for each year, under this Agreement will not exceed Seventy-Seven Thousand Nine-
Hundred and Two Dollars and Thirty-Five Cents($77,902.35).Vendor will not perform any additional
services or bill for expenses incurred for City not specified by this Agreement unless City requests and
approves in writing the additional costs for such services.City will not be liable for any additional expenses
of Vendor not specified by this Agreement unless City first approves such expenses in writing.
4. Termination.
OFFICIAL RECORD
Sole Source Agreement-Zoll CITY SECRETARY
FT. WORTH, TX
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-gppropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder,City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever,except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. Payment is made at the initiation of the
Services. In the event that this Agreement is terminated prior to the Expiration Date,no refund is
provided.Upon termination of this Agreement for any reason,Vendor will provide City with copies
of all completed or partially completed documents prepared under this Agreement. In the event
Vendor has received access to City Information or data as a requirement to perform services
hereunder,Vendor will return all City provided data to City in a machine-readable format or other
format deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby states to the best of its knowledge to City
that Vendor has made full disclosure in writing of any existing or potential conflicts of interest
related to Vendor's services under this Agreement. In the event that any conflicts of interest arise
after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full
disclosure to City in writing.
5.2 Confidential Information. Each party, for itself and its officers, agents and
employees, agrees that it will treat all information provided to it by the other party ("Confidential
Information") as confidential and will not disclose any such information to a third party without
the prior written approval of the other party.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor.It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access. Each party must store and maintain Confidential
Information in a secure manner and will not allow unauthorized users to access,modify,delete or
otherwise corrupt Confidential Information in any way. A party must notify the other party
immediately if the security or integrity of any Confidential Information has been compromised or
is believed to have been compromised, in which event,the notifying party will, in good faith,use
all commercially reasonable efforts to cooperate with the other party in identifying what
information has been accessed by unauthorized means and will fully cooperate to protect such
Confidential Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City will,until the expiration of three (3)years after
final payment under this Agreement,or the final conclusion of any audit commenced during the said three
Sole Source Agreement-Zoll Page 2 of 21
years,have access to and the right to examine at reasonable times any directly pertinent financial transaction
books, documents, papers and records, including, but not limited to, all electronic records, of Vendor
involving transactions relating to this Agreement at no additional cost to City.Vendor agrees that City will
have access during normal working hours to all necessary Vendor facilities and will be provided adequate
and appropriate work space in order to conduct audits in compliance with the provisions of this section.
City will give Vendor reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City,its officers,agents,servants and employees,and Vendor,its officers,agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City.Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers,agents, servants,employees,contractors, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY- VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL TANGIBLE AND DIRECT PROPERTY LOSS, PROPERTY DAMAGE AND/OR
PERSONAL INJURY,INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND
OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, OR SUBCONTRACTORS IN PERFORMANCE OF THE SERVICES. IN
NO EVENT SHALL VENDOR BE LIABLE FOR INDIRECT SPECIAL OR
CONSEQUENTIAL DAMAGES RESULTING FROM VENDOR'S PERFORMANCE OR
FAILURE TO PERFORM PURSUANT TO THIS AGREEMENT OR THE CONTRACT OR
THE FURNISHING, PERFORMANCE, OR USE OF ANY SERVICES SOLD HERETO,
WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, THE
NEGLIGENCE OF VENDOR OR OTHERWISE.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS,SERVANTS AND EMPLOYEES,FROMAND AGAINST ANY AND ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED,FOR
EITHER TANGIBLE PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY THIRD PARTY,ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT, TO THE EXTENT DIRECTLY CAUSED BY THE NEGLIGENT
ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS IN
PERFORMANCE OF THE SERVICES.
8.3 INTELLECTUAL PROPERTYINDEMNIFICATION—
Sole Source Agreement-Zoll Page 3 of 21
9. Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract,the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle"will be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$100,000- Bodily Injury by accident;each accident/occurrence
$100,000- Bodily Injury by disease; each employee
$500,000- Bodily Injury by disease;policy limit
(d)
10.2 General Requirements
Sole Source Agreement-Zoll Page 4 of 21
(a) The commercial general liability and automobile liability policies must
include City as an additional insured thereon, with respect to ongoing operations
performed by Vendor for City. The term City includes its employees, officers,
officials,agents, and volunteers in respect to the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery)in favor of City.
(c)
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas.All insurers must have a minimum rating of A-VII
in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws,Ordinances,Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances,rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances,rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors,subcontractors,and successors in interest,as part of the consideration herein,agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or(3)received by the other party by United States Mail,registered,return receipt requested,
addressed as follows:
To CITY: To VENDOR:
City of Fort Worth ZOLL Medical Corporation
Attn: Assistant City Manager Attn: Service Department
200 Texas Street 269 Mill Road Chelmsford,MA 01824-4105
Fort Worth,TX 76102-6314 (978)421-9655
Facsimile: (817) 392-8654 Main(800) 348-9011
Fax(978)421-0022
Sole Source Agreement-Zoll Page 5 of 21
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Employees. Intentionally omitted.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law/Venue. This Agreement will be construed in accordance with the laws
of the State of Texas.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement,but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems;restraints or prohibitions by any court,board,department,commission,or agency
of the United States or of any States;civil disturbances;other national or regional emergencies;or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected(collectively,"Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance,as soon as reasonably possible after the occurrence of the Force Majeure
Event,with the reasonableness of such notice to be determined by the City in its sole discretion.The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only,will not be deemed a part of this Agreement,and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A,B,and C.
22. Amendments/Modifications/Extensions. No amendment,modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
Sole Source Agreement-Zoll Page 6 of 21
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes,be deemed an original,but all such counterparts will together constitute
one and the same instrument.
24. Warranty of Services. Vendor warrants that its Services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30)days from the date that the Services are completed. In such event, at Vendor's
option,Vendor will either(a)use commercially reasonable efforts to re-perform the Services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25. Immigration Nationality Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City,Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. City, upon written notice to Vendor, will have the right to immediately terminate
this Agreement for violations of this provision by Vendor.
26. Ownership of Work Product. Intentionally omitted.
27. Signature Authority. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order,resolution,ordinance or other authorization of the entity. This
Agreement and any amendment hereto,may be executed by any authorized representative of Vendor.Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Company Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records.The president of Vendor or authorized official must sign the letter.A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
29. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code,the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"
and "company"has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement,Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2)will not boycott Israel during the term of
the Agreement.
30. Prohibition on Boycotting Energy Companies. Vendor acknowledges that, in
accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S.,
S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of
Sole Source Agreement-Zoll Page 7 of 21
$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10
or more full-time employees unless the contract contains a written verification from the company that it:
(1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the
contract. The terms"boycott energy company" and"company"have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 13, § 2. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement,Vendor certifies that Vendor's signature provides written verification to the City that Vendor:
(1) does not boycott energy companies; and(2)will not boycott energy companies during the term of this
Agreement.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,as added
by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1,the City is prohibited from entering into a contract for goods or
services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the
City with a company with 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the
contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity"
and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1. To the extent that Chapter 2274
of the Government Code is applicable to this Agreement,by signing this Agreement,Vendor certifies that
Vendor's signature provides written verification to the City that Vendor:(1)does not have a practice,policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will
not discriminate against a firearm entity or firearm trade association during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions
(e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement,including all attachments and exhibits,contains
the entire understanding and agreement between City and Vendor,their assigns and successors in interest,
as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby
declared null and void to the extent in conflict with any provision of this Agreement.
(Signature Page to Follow)
Sole Source Agreement-Zoll Page 8 of 21
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract,including ensuring all performance and
By:Valerie Wash in Rton(Jan 18,2022 11:37 CST)
Name: Valerie Washington reporting requirements.
Title: Assistant City Manager
Date: Jan 18,2022 By: M a rk—R—ausccher(Jan 12,202223:14 CST)
Name: Mark Rauscher
APPROVAL RECOMMENDED: Title: Fire Assistant Director
APPROVED AS TO FORM AND LEGALITY:
By: J s Davis(Jan 12,2022 23:23 CST)
Name: Jim Davis
Title: Fire Chief By. Auat
Name: Christopher Austria
ATTEST: Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
9a .�cefte S � r7�GG M&C: N/A
By: Jannette S.Goodall(Jan 19,2022 09:37 CST) Form 1295• N/A
Name: Jannette Goodall oo��n����
Title: City Secretary FoF�Rr�aa��
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ZOLL Medical Corporation
By: %evr.� ljG
Name: Toni Burke
Title: Director, Service Programs
Date: January 12, 2022
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Sole Source Agreement-Zoll Page 9 of 21
City Secretary Contract No.
EXHIBIT A
SCOPE OF SERVICES
1 Year On-Site Worry-Free Service Plan -ZOLL X Series Please refer to "Technical Support and On-Site
Service" document. Includes: Annual preventive maintenance, discounts of 27% on new cables, 27%
discount on additional lithium Sure Power Batteries, 27% discount on parameter upgrades, Lithium-ion
Sure Power II Battery replacement upon failure,and accidental damage(See comments)coverage.Shipping
and use of a Service Loaner during repairs,no charge shipping. Extended warranty is a continuation of the
EMS One Year Product Limited Warranty.ECG 12-lead cable replacement upon failure,excluding physical
damage, one for one/unit/year Serial Number(s): AR18C030580,AR18EO32277,AR18GO33578
ARI 8H034360,ARI 8K036183,ARI 8K036216,ARI 8K036217
ARI 8K036218,ARI 8K036221,AR18K036223,ARI 8K036230
ARI 8K036232,ARI 9A037528,AR18C0305 80,ARI 8E032277
ARI 8L037432,ARI 9AO37531,ARI 9A037541,AR19AO37624
AR19A037634,AR19A037639,AR19A037640,AR19A037641
AR19A037653,AR19A037654,AR19A037670,AR19A037691
AR19A037692,AR19A037696,AR19A037698,AR19B038114
AR 19B 03 8117,AR 19B 03 8121,AR 19B 03 812 5,AR 19B 03 812 7
AR 19B 03 813 0,AR 19B 03 8134,AR 19B 03 813 5,AR 19B 03 813 6
ARI 913 03 8140,AR 19B 03 82 31,AR 19B 03 8245,AR 19B 03 82 5 5
AR 19B 03 8477,AR19B 03 847 8,AR19C 03 8 895
8889-89000- WFOS Worry-Free Conversion Service Plan, On-Site - ZOLL X Series Please refer to
"Technical Support and On-Site Service" document. Includes: Discounts of 27% on new cables, 27%
discount on additional lithium Sure Power Batteries, 27% discount on parameter upgrades, Lithium-ion
Sure Power II Battery replacement upon failure,and accidental damage(See comments)coverage.Shipping
and use of a Service Loaner during repairs,no charge shipping. Extended warranty is a continuation of the
EMS One Year Product Limited Warranty.ECG 12-lead cable replacement upon failure,excluding physical
damage, one for one/unit/year Serial Number(s): AR20L052900,AR20L052903,AR20L052991 Quantity
is determined by taking the number of X Series(3) and multiplying that by the number of months needed
(15)which equals 45.
Worry-Free Pro-Rated Service Plan-ZOLL X Series Includes: Annual preventive maintenance,discounts
of 27% on new cables, 27% discount on additional lithium Sure Power Batteries, 27% discount on
parameter upgrades, Lithium-ion Sure Power II Battery replacement upon failure, and accidental damage
coverage (see comments). Shipping and use of a Service Loaner during repairs, no charge shipping.
Extended warranty is a continuation of the EMS One Year Product Limited Warranty. Serial Number(s):
AR19K044361,AR20L052900, AR20L052903 AR20L052991 Quantity is determined by taking the
number of X Series(4)and multiplying that by the number of months needed(9)t by the number of months
needed(9),which equals 36
Sole Source Agreement-Zoll Page 10 of 21
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
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Serw1ce-Contracts Representative quote pate: Spp ember 14,2021
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AR10KD36218r5RJaKM1622lr.RlBKD3&223r5RJaenm3&
AR10KD36232r5RJ9AD37533,ARJSJMW5M jW 1RL3032277
AR 10 LD3 7#3ZAR 19AD3753l AR lMM7541 M 1 Arr637Ps14
AR 19A M75 3A rsll lWM7fi39 AF:19Aa YMN riR 19Aa 37"1
AR19AM7553rsA19Ail.YMArMl9AaMMrSR 19 Aa37633
A,R19AA:7592rW19Aa'7546aVR19AA37f9R,A131980&L 34
AR19R03&117jLR14603SJ2Jr5R19073R135j�,R19R0381YF
AR19I3M1b36k149133R13d,AR19W 1:13SAR19BM.93 36
miss maAR14903R231AFL 073345AR19131)392��
AR199D33477,R19aa33473,AR L9033M95
888'9090M Vfw".Frm K:onywnIen 5wwke Planr On-SHR'3 MX grew 13)%IJ2021 45 $3a5R 5M 5R $3,646.1C
WFC6 Plcssc ra4er to Tedrnlol Support end On Site Ea,vlm` tD
documrnt. bndwZk:a12 nts of 27%M new ode;27YC W31{2022
dlsrawnt an addlbanzl IhlrKrm SurePower RattcrYe{.27Y,
dlsmLiat an paomNx upgrade{.blhd m-IDn SurePowcr II
Battery repiacemerN upon faNure,and amedemtal 6vnage
ISee commentsl cwer2W. S ing and use of a Smim
Laarwr dim% nW,r rn durgc MpVICt& Extended
wwnrrty a a oorrMdahon of the EMS One Year Prodrrl
urited P3arnntK- ED6 12-Ie2d cable rtinUDmwnt upon
1`21lure,txdkiUtq pheucal ibmap,one far onefurdt}}"
5esl2l Humhu[sg A112DLa5291311,ARHL05297?,.
A11120Lo52441
Qon"Is deteranined by t2kk%the nwnber of X Ser.es pl
and nvAlin"that bytlm nunber Df mrnihs rK*ded 415),
Which agrdsl5.
Page 1 of d -D._
Sole Source Agreement Page 11 of 21
ZOLL
BOLL IAplilcalorporation
259Mill Rime!€hclmiiord,IAA OL&244105
EXTENDED WARRANTY&PREVENTIVE mAfNTENA.NCE CONTRACT 4973]4219£55 Mahn
Fort Worth Fire Department lCustamer It L05335) {97a]421 DD22 Fm
Quote No:001013434 Continued
X SE tte9
Part No Dws l" rant rat Dabs Mir Prlo Adj.Prlo ErL Prlre
B889 999M WWryirae fto- edSe PLan-iI1LL1[Sxl6 01f01,r2022 3b $156.25 $.129.Ee
WFP Indades:/nnral pritmuti a nnWrLtenanoe,dismdnts of 27% to
m rrrw ra6Y• 27% dlsmunt on adcklwul lithium 0WWW22
Surt!R w Batterms�,276PL ds GL l an parameter uppmdes,
Ltthlum Ion 5u7Ppxer II 6atterr rtgLaKit lelLt upon Japre,
and aeclderhtal darrage cmwage[see domrrrentsl.Sthlppng
and use of a Se z Laaner dtring mpalrs, no chirp
shlpperg.Ehdendad raerarrty Is a mate hallm of the EMS
Orr Veer Pra&r l united l42rraniy.
W21 hlumbWsk AH19Kat4351ACHLD52900,
AIIaILO525LT1 AR.7OIU115299u
tip rvlty Is deterrnlrmd by tak"the nranber aF XSubs(40
and mrtI p"that brute nurrt r ofmonths needed 14
eerrh egrars 3E,
TrWAL- $77M235
DOMMENTS:•AC3DENTAL DAMAGE COVERAGE
ncludnor "t&replaeen.ent per year ptrdtvitr_Thiicnve4Ateatludeitltieeithst Are detnwMbeyer:drepeirsrrtl/dreartbvrephitcl&mtge. MLL
.hall not be responsible I&arrrequipmeretdefett,the,lailure 61 the equipmenl16Wrftrm arty ipetilied lundidn,or any tMer mantom1brmanceof11he
equipment,tauled try tit attrlbulahl!id:giIanymtdifiralinnOI the equipment&F1heCralGrrier',unlrtssutrlrYlddfit lidnitnL6dewilhthepriorwrrinen
epprenal of#OLrt F1 the ute or the equipment with arrF assddeled or Lomprenrentary equipment,attessbry or 10kware not suppled by 2OLL{ii it
arty MRkde or abuse tip the equipment,[irk eaptsure of the egraiprnent in cbndifiorts beyond the envirarrrrental,power Or Operating tdrelrainli
LpeNRed hF aOLk-dr{v)inslaialidn Or wiring dl the equiprrrenl dther than in accbrder"with ZDLU&irdin,ttient.
'BATTERY REPLACEMENTCOVIERAGE:
3HII&iei Must he Maintained 0&2GWi mchrimended AubinWrOntt pr6gram. Balltritt are rdobted updn failure,rare far One,throvghdut the lean
N the ExpertCsre Sereite edrrlract,should the SurePower hall"m ShrePower Charger digpl6y a faxh It. Baueriei must he e%ralumed and tanrrrrned or
'Ailure ihroragh LOLLTe6nital Support andjar art On-tile field smite technidan_Up tG three hmteriei per device will be hovered Fbr bmterift 8equined
Yam 2OLL in last 24 manthi_
=br batteries acquired from 20LL over 2A rmamhi aga,one battery per devite will be ewered.
I.Applicable tax wil be added mine fimeol it Nting.
d.PhyMtnl fermiare Net 30.
3.Cumbmer eiait fd tbftV&1e the PM w+ark will be sthedulled 60-90 days aher the Ayeemerrtc sigraetl.
1.15}f Multia.lnil dittowt
rERW&CONDITIONS:The terms and coodilidrti of 1hid tOrttract are set rdrth in the amtathn.erale_ILy*rMg this ttntrbM CuSldmer andunowledgee
veingrwd the termiand Cbrndilidrtiand Weeild beL Mond by thorn.
WLL Med czl Corporation Fart Mlerth Fire uepmbTimmt
S*athre= Authorized Sii namure:
Name- Jerrrifesr MK8 miek Prim Name
Title, SerriCe C6neraCLs Reareslnta[iue Title:
Date:
hagp#of�
Sole Source Agreement-Zoll Page 12 of 21
20LLMedical corporation Quate M-gmguu
EXTENDE d WARRANTY&PREVENTIVE MAINTENANCE CCINTFLACT for Fars Werth Fire deperhnent
PrewentIve Mallltenante Terms and Gmdltlans
L Preventive maintenance{'PM')wilibe im4ited upon Z61-L's reaeipi tdquote with an aulhoriaed i*ature�the'PM Comvatrtl antl,ifarailable,
a purchase order.
Z Any PMi Man rernafm unused w of the end of a toe-year PM tenlratt will he forfeited and mo mories will he refunded to the ituibmt`er_Any PMi
that renraitt unused at of the end of the initial terra of the Multi-Fear PM Ctmlratt will aulonv tically roll over irrro[he nert}rear or the PM
Convect. Army Phis Mai remant uhuted at of the end of the second and whiequent}rears of the PM Coraract,will be ftrFei[ed amd no entniei will
he refunded be the dAbbrhdr.
3.If the tusttnner purthatet new 2011 equipment,unuted Phtz w+be transferred to the new equipmenl at the end of the fattorF wereardy.
I. If 2OLLdeternines duririg rite murte of per1rorrmingPM that a repair iteegrled and the d&jiue itmor ttvered under warranly,ZOLL will request
a,itor cr awhtmimtiom in orderlo repair thetleritee.
S. Llpom theouitcmtier's requfti,a Iharkerwill be provided Free bf charge pursuant lb2t3LViLoaner Policy.The loaner will be provided for usewhie
the devite it heft tervitiSd by aOLL
ix It it the arttomteri respond&&y m ensure devices tAvered by the Phi Con[rau are available for Preventative hieintenante at the scheduled
utter.
a4manU
Sole Source Agreement-Zoll Page 13 of 21
20LLMedlial Corporation QuoteNo.00033434
EXTENDE0 WARRANTY&PREVENTIVE MAINTENANCE Coif RACT for Fan Worth Fire QepartrneM
ExImded Warranty Terms and CoWl[dons
L The 24LL€arentled Warranty;-EW'leximt1lMeterrnof2411'iFetib"wamaintyby the nurnseroiyeArtieleuWhXlhen,mmer. EW
Love AV eornrnentetuporktrre tapiratioo of the Fauory'elrarr vy,amd iitubjeu to the tefmiarYd cbriditionitontaintd in the Fattay Warranty_
The EW does rbm apphr t6 art[a316riei.
I The price of the EW will be in7niced up6n ZXVt.reeeo 6f quote kith an authwized sigmdure k6rn the tust6,ner and,if aveila6le,a purchase
order from the tusitmer.
3,The EW is nut trariilerrahle and cannot he tanoellee_ N6we4er,if the tustamer replaces equipment cowered by an EW,.im new a0LL
equiprnerlk,repay Bu&IbMeet request,the rerrrair,ing time under the EVu wA be rrantferred 16 the new equipmmi 20.the entl di the Fett6rr
warranty.All requeiu to traniler the remainiris balance 61 an EW must be s wnitted in writing to the Z13LL Servite Camratti de pmEr6ent within FeD
days oFdame of thipMMt of newegrripnierrt Failurt t6iubwit EVu iransierrequeitwill nmuli in the Orfeilure6l rtsmainingEW.
1f. If the tuittrrrer has a elairn antler art 4W,Oait6neer rmuit CA the ZCLL Help fleck 4900-3421-9411)to arraVe fta'a Reterrh Authtrinititin in
ad,arrte 6f tending the ursh kr a alumian ai ZOLL Fleadquartere_
3. Al repairs are pertarrmd at 20LL heatlquxters in Chelmcbrd,M&If a rrnit Omdi t6 be repaired,upon the trestarrree'i request,a Immer will he
"idetl free of ehargrt purwanl in ZGWi Loaner Policy_
1k If no tlairm are made under the EW tlming the EW period,the put&&*price 6f the E W ii riot refundable_
Pagp 1l 6f•
Sole Source Agreement-Zoll Page 14 of 21
EXHIBIT C
SOLE SOURCE EXEMPTION FORM
FORT WORTH
0TV OF FORT WORTH
CHATTER 252 EXEMMON FORM
instructions,Fill out the entire form with detailed information_Once you have completed this form,
provide it to the Purchasing attorney for review_The attorney will review the information you have
provided to determine whether an exernpdaft to Chapter 252's biding requin neots is defensible_
If you are printing this form to provide to Legal,please do not provide the Primer portion_ Failure
to provide sufficient inforrnetim may result in follow up questions and cause a delay in the
attorney's determination_
Section t:General lufarknation
Requesting Department: FIRE DEPT.
Name of Contract Manager Fire Battalion Chief Sherri Hauch
Department's Attorney,. CHRISTOPHER AUSTRIA
Item or Service sought
Goods_ Q
Service'
Anticipated Amount, f 77 91)2.35
Vendor fzoll Medical QL) r aratioatl
CurrenvPrior Agreement for iternfserwice- Yes IR No ❑
CSC or Purchase Order.4 PSK-4W2
Amount: [1,335,195.411
Projected M&C Date' [P-12230]
How will this item or service be used? 10ri6ina1 heart monitors and accessories that were
bought using PSK 4902 fi.'orn bid 1 B-0298 have reached their one year warranty and need
additional repair or service in order to be operational and ready when needed.This 1-year On-
Site worry free service plan will cover any moniban that break due to wear and tear and also
includes annual preventive maintenance that will help minimize equipment repairs and
downtime.The plan also includes addidional discounts for NgjMe st.parts.and accessories,
Zoll is the Sole Source supplier that can work on Zoll monitorsl
Page 1 of 6
Sole Source Agreement-Zoll Page 15 of 21
SUOJ ru 2:{'lain)d FXUITtntiIttt a kid,iusaneation(Other than salesooreel
NDTE- For a claimed sole-source exemption,complete Section 3.
Please indicate the non-sole-source exemption you believe applies to the purchase and provide
inforrnation to support its applicability_ Please refer to the Exemption Primer for detailed
information about common exMptions'.
A procurement necessary to preserve or protect the public health or safety of the City
of fora Worth's residents'
❑ A procurement necessary because of unforeseen damage to public machinery,
equipment,or other property;
A procurement for personal,professional,or planning services,;
Q A pnkcurement for work that is performed and paid for by the day as the work
progresses;
Q A purchase of land or a right-of-way;
Q Paving drainage,street widening,and other public improvements,or related matters,if
at least one,-third of the cast is to be paid by or through special assessments levied on
property that will benefit from the improvements;
Q A public improvement project, already in progress, authorized by the voters of the
municipality, for which there is a deficiency of funds for completing the project in
accordance with the plans and purposes authorized by the voters;
El A payment under a contract by which a developer participates in the construction of a
public improvement as provided by Subchapter C,Chapter 212;
Q Personal property sold-.
+ at an auction by a state licensed auctioneer;
+ at a going out cf business sale held in compliance with Sub-Lhapter F,
Chapter 17,Business&Commerce Code;
+ by a political subdivision of this state, a state agency of this state, or an
entity of the federal government;or
• under an interlocaryl oontract for cooperative purchasing adrninistered by a
regional planning commission established under Chapter 39 I:
Q Services performed by blind or severely disabled persons;
Q Go&s purchased by a municipality for subsequent retail sale by the municipality_
Q Electricity;or
Page 2 of 6
Sole Source Agreement-Zoll Page 16 of 21
Advertising,other then legal notices.
Please provide details and facts to explain why you believe the exemption applies to the
purchase-You may also attach docurnentatitm to this Comm[INSERT DETAILED
EXPLANATION AS TO HOWfWHY CLAIMED EXCEPTION APPLIES TO THIS
PURCHASE]
Section 3:Claimed%oletSource Exemption and,lustification
NOTE- For any non-sole-source exemption,complete Section 2.
Please indicate the sole-source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions
*A procurement of items that are available from only one source,including;
• items that are available from only one source because of patents,copyrights,
secret processes,or natural monopolies;
• films,manuscripts,or books;
• gas,water,and other utility services;
• captive replacement Parts or components for equipment;
• books, papers, and other library materials for a public library that are
available only from the persons holding exclusive distribution rights to the
materials,and
• management services Provided by a nonprofit organization to a municipal
museum,park,zoo,or other facility to which the organization has provided
significant financial or other benefits;
How did you determine that the itern or service is only available Frown one source's
[Contacted Supplier(Zol I)to find out who can provide annual preventative maintenance and
servicing without jeayardizing heart monitor warranties_The supplier(loll)stated that they are
the on]y source that can replace,fix,or provide annual manitenance on Zoll monitors without
impautirnyeyuipment warranties_
Attach scwenshots and provide an explanation of any independent research you owducted4
through internet searches, searching cooperatives, or discussions with others knowledgeable on
the subject matter that corroborate that the item is available only from a single source_
[SHOW YOUR RESEARCHiWORK THAT LEAD TO YDUR CONCLUSIONI
Page 3 of 6
Sole Source Agreement-Zoll Page 17 of 21
Did you attach a sole source justification letter? I& Yes ❑ No
Describe the uniqueness of the item-or service(e_g_compatibility or patent i&ues,etc-)-
hewn mmitars ere the standard heart monitor used in the Medstar system.and toll is the anlyr
vumpuny that um provide phis scrviLr without negatively impmiink w=anties.l
tiettlau 4,Attorrip� Determination
With the facts provided by dw department,is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? EK Yes ❑Na_
Was there anything attached to this form that was relied on in makin this determination"
Yes No_
If yes,please explain_
Was there anything not included on this form or attached hereto that was relied on in making this
determination? Q Yes IR No_
If yes please explaitt_[EXPLAIN OUTSIDE SOURCE OF INFORMATION]
Will the standard terms and conditions apply? IR Yes Q No_
Will the contract require special terms? ❑Yes [K No_
Will the contract require review by the department attorneys Yes ❑No_
Approved By:
Date: 1:2.7.21
Ta or Faris I Je&om Williams
Assistant City Attorney
page 4 of 6
Sole Source Agreement-Zoll Page 18 of 21
EXEMPTION FORM PRIMER
Below are explanations and examples of cornn=exemptions that could apply to City purchasers.
If you have questions about the information provided or need additional information, please
contact your department's assigned attorney or the appropriate purchasing attorney.
l_ A pAWMemeni necessary ro preserve or protect the public health or safety of the
municipality's residents;
Examples of activities that have been found to fell within,this exception include xnbutance
services;solid waste collections and disposal;and first-responder safety equipment such as
brearhing apparatus for firefighters and bullet-proof vests for police officers.
2_ A proolremert necessary because of unforeseen damage to public machinery,equipment,
or other property;
Examples of this type of procurement would include repairing or replacing roofs and
windows damaged by hail or a tornado_ But parts and services for routine maintenance or
replacement of old,worn out roofs or windows would not meet this exception-
3- A procurement for personal,professional,or planning services;
Personal services are ones that are unique to the individual providing them. Therefore
personal services contract cannot generally be subcontracted or assigned.
Professional services are not defined under Chapter 252,so there is no precise definition
to follow_ There is no universal definition of this term, however,"several cases suggest
that it... is `predominately mental or intellectual, rather than physical or manual.— Tex_
Atty Oren Op_ JM-940 (1988) [grdotrrrg Mapyland Caskalty f.'o_ v. C'ray Water Ca., Ib[►
S.W. 2d 102(Tex.Civ. App.—Eastland 1942,no writ). The Texas Attorney General has
also opined that "pr+afesslorsal ser Oi S"no longer iflCludes Only dw services Of lawyers,
physicians, or theologians, but also those members of disciplines requiring special
knowledge or attainment and a high order of learning,skill,and intelligence_ Id_
Facts needed to support a professional ser&e exemption include the specialized
requirements of that profession and the mental and intellectual skill required by the person,
while performing the service. Purrltases of goods are not professional services.
4. A procurement of items that are available horn only one source.
This exemption is commonly referred to as the sole source exemption_ In determining
whether a purchase is of a good or service that is available from one source, you should
not coatsiderprice or time to receive the good or service.A sole source does not exist solely
ors the basis of persa al or departmental preference or a desire to keep all units the same
brand or make_ The information,needed to support this exemption is that no other provider
Page 5 of 6
Sole Source Agreement-Zoll Page 19 of 21
can provide the service or category ofgacd except for the vendor you are proposing-Soave
examples of sale source purchases include service agreements when only one vendor is
authorizers to work on the quiprnent by the manufacturer and allowing another vendor
would void the warranty;purchase of a poad that is copyrighted or trademarked and only
provided by one vendor.
Page 6 of a
Sole Source Agreement-Zoll Page 20 of 21
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
ZOLL Medical Corporation
269 Mill Road Chelmsford,MA 01824-4105
(978)421-9655
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority.City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor.
1. Name: Toni Burke
Position: Director, Service Programs
%evu UG�
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Date:
Sole Source Agreement-Zoll Page 21 of 21