HomeMy WebLinkAboutContract 57009-R1A1 CSC No.57009-RlA1
FIRSTRENEWAL AND FIRST AMENDMENT TO
FORT WORTH CITY SECRETARY CONTRACT NO. 57009
BETWEEN CITY OF FORT WORTH AND ZOLL MEDICAL CORPORATION.
This First Renewal and First Amendment to Fort Worth City Secretary Contract No.
57009 is made between the City of Fort Worth("Fort Worth" or"City"), a municipal corporation
and Zoll Medical Corporation. ("Vendor"). City and Vendor shall be referred to as a Party and
collectively as the Parties.
WHEREAS, City and Vendor entered into an Agreement identified as Fort Worth City
Secretary Contract No. 57009 with the initial term from January 18,2022 to January 17,2023 (the
"Agreement");
WHEREAS, the Agreement's original total compensation was an amount not to exceed
$77, 902.35
WHEREAS,the Parties wish to renew the Contract for its first renewal term from January
18, 2023 to January 17, 2024;
WHEREAS,the Parties also wish to further amend the contract to increase the total annual
compensation from $77, 902.35 to a new total not to exceed the amount of to $99, 739.50; and
NOW THEREFORE, known by all these present, Parties, acting herein by the through
their duly authorized representatives, agree to the following terms, which amend the Agreement
as follows:
I.
AMENDMENTS
1. The following term is hereby amended to either replace any conflicting term in the
Original Agreement or shall be added to the terms and shall be binding and
enforceable as if it was originally included therein and the amended agreement shall
be referred to as the Contract in all future documents.
2. Compensation. City shall pay Vendor in accordance with the provisions of this
Agreement and Exhibit `B," Price Schedule, on a unit-of-service basis. Total annual
payments made under this Agreement by City will be based on the units of service
actually requested by City and provided by Vendor and shall be in an amount not to
exceed Ninety Nine Thousand Dollars Seven Hundred and Thirty Nine Dollars and
Fifty Cents($99,739.50) at the per-unit prices indicated in Exhibit B.Vendor shall 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 shall not be liable for any additional expenses of Vendor not specified by
this Agreement unless City first approves such expenses in writing.
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Rl Al to Fort Worth City Secretary Contract No.57009 Page 1 of 5
CFW and Zoll Medical Corporation
II.
RENEWAL
The Agreement is hereby renewed for its first renewal term beginning January 18, 2023
and ending January 17, 2024 unless otherwise terminated earlier in accordance with the terms of
the Agreement.
III.
ALL OTHER TERMS SHALL REMAIN THE SAME
All other terms, provisions, conditions, covenants and recitals of the Agreement not
expressly amended herein shall remain in full force and effect.
IV.
ELECTRONIC SIGNATURE
This Amendment may be executed in multiple counterparts, each of which shall be
an original and all of which shall constitute one and the same instrument. A facsimile copy
or computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall
have the same effect as anoriginal.
[SIGNATURE PAGE FOLLOWS]
Rl Al to Fort Worth City Secretary Contract No.57009 Page 2 of 5
CFW and Zoll Medical Corporation
Executed effective as of the date signed by the Assistant City Manager below.
FORT WORTH:
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
By. Valerie Washington(Dec 14,2022 18:01 CST) and reporting requirements.
Name: Valerie Washington
Title: Assistant City Manager
Date: Dec 14,2022 By: Mark uscher(Dec 12,202220:45 CST)
Name: Mark Rauscher
Approval Recommended: Title: Assistant Fire Director
Approved as to Form and Legality:
By: J s Davis(Dec 12,202221:15 CST)
Name: James Davis
Title: Fire Chief Q�o°pOO°Oo lJ.a�� By: Nico Arias on behalf of Taylor Paris(Dec 14,202214:28 CST)
o °°�9�d Name: Taylor Paris
o
Attest: 0,v o o xd Title: Assistant City Attorney
o�
o o d
-oc000000°
���nEnp54pp Contract Authorization:
Tannel-fe Sr. Gaadall M&C: N/A
By: Jannette S.Goodall(Dec 15,2022 08:06 CST) 1295:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
Zoll Medical Corporation
By:
Name: Toni Burke
Title: Director, Service Programs
Date: 12_0g-22 OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Rl Al to Fort Worth City Secretary Contract No.57009 Page 3 of 5
CFW and Zoll Medical Corporation
EXHIBIT B
ZOLL. Medical
Corporation
269 Mill Road
EXPERTCARE EXTENDED WARRANTY&PREVENTIVE MAINTENANCE CONTRACT Chelmsford,MA01824-4105
48-9011
Fort Worth Fire Department(Customer fi 105335) (800)348-(978) 9 Main
11
(978)421-0022 Fax
Attn: Sherri Hauch 8173928753 /sherri.hauch@fortworthtexas.gov
Bill To: Fort Worth Fire Department Ship To: Fort Worth Fire Department
505 W.Felix Street 505 W.Felix Street
Fort Worth,TX 76115 Fort Worth,TX 76115
From:Catherine Santos QUOTATION: 00037027
Service Contracts Quote Date: December 2,2022
800-242-9150 ext 9760/csantos@zoll.com Quote Pricing: Valid for 60 Days
PM Contact:Sherri Hauch-8173928753 sherri.hauch@fortworthtexas.gov
X Series
Part No Description Contract Dates city Price Adj.Price Ext.Price
8889-89011- 1 Year On-Site Worry-Free Service Plan-20LL x Series 02/01/2023 60 $2,065.00 $1,662.33 $99,739.50
WF X SERIES-Worry-Free Service Plan,1 Year,On-Site,Post-sale. to
Includes:Annual preventive maintenance,27%discount on 01/31/2024
new cables, 27% discount on additional SurePower ll
Batteries,discount on parameter upgrades,SurePower 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 ZOLL Limited Product
Warranty.
Serial Number(s):AR18C030580,AR18EO32277
AR18G033578,AR18HO34360
AR18K036183,AR18KO36216
AR18K036217,AR18KO36218
AR18K036221,AR18KO36223
AR18K036230,AR18K036232
AR18LO37432,AR19A037528
AR19A037531,AR19AO37541
AR19A037624,AR19A037634
AR19A037639,AR19AO37640
AR19A037641,AR19AO37653
AR19A037654,AR19A037670
AR19A037691,AR19A037692
AR19A037696,AR19AO37698
AR19B038114,AR19BO38117
AR19B038121,AR19BO3812S
AR19B038127,AR19BO38130
AR198038134,AR19B038135
AR198038136,AR19B038140
AR19B038231,AR198038245
AR19B038255,AR198038477
AR19B039478,AR19CO38895
AR19K044361,AR20G050075
AR20L052900,AR20L052903
AR20L052991,AR21J062627
AR211062816,AR21 K063313
AR21Ko63314,AR21K063317
AR21K063318,AR21K063319
AR21K063341,AR21KO63344
AR21K063348,AR21K063356
TOTAL: $99,739.50
Page 1 of 4 P.O.H
Rl Al to Fort Worth City Secretary Contract No.57009 Page 4 of 5
CFW and Zoll Medical Corporation
ZOLL ZOLL Medical Corporation
269 Mill Road
Chelmsford,MA 01824-4105
EXTENDED WARRANTY&PREVENTIVE MAINTENANCE CONTRACT (978)421-9655 Main
(800)348-9011
Fort Worth Fire Department(Customer#105335) (978)421-0022 Fax
Quote No:00037027 Continued
COMMENTS:'ACCIDENTAL DAMAGE COVERAGE
Includes one case replacement per year per device.This coverage excludes devices that are deemed beyond repair and/or catastrophic damage.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.
'BATTERY REPLACEMENT COVERAGE:
Batteries must be maintained per ZOLL's recommended maintenance program.Batteries are replaced upon failure,one for one,throughout the term
of the ExpertCare Service contract,should the Sure Power battery or SurePower Charger display a fault.Batteries must be evaluated and confirmed of
failure through ZOLL Technical Support and/or an on-site field service technician.-Up to three batteries per device will be covered for batteries acquired
from ZOLL in last 24 months for batteries that fail during the Worry-Free service contract period.(When Service Contract purchased post-sale)-For
batteries acquired from ZOLL over 24 months ago,one battery per device will be covered for batteries that fail during the Worry-Free service contract
period.(When Service Contract purchased post-sale)
1.Applicable tax will be added at the time of invoicing.
2.Payment terms are Net 30 after ZOLL Medical Corporation invoice date.
3.If PM's are purchased or applicable:PM work will be scheduled 60-90 days after the agreement is signed.
TERMS&CONDITIONS:The terms and conditions of this contract are set forth in the attachments.By signing this contract,Customer acknowledges
having read the terms and conditions and agrees to be bound by them.
ZOLL Medical Corporation Fort Worth Fire Department
Signature: Authorized Signature:
Name: Catherine Santos Print Name
Title: Service Contracts Title:
Date: Date:
R1 Al to Fort Worth City Secretary Contract No.57009 Page 5 of 5
CFW and Zoll Medical Corporation
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:
I. 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.
I. 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-appropriation 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. Ri2ht 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 ANYAND ALL PERSONS, OFANYKIND
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 ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND 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 DIRECTL Y CA USED 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. Assienment and Subcontractine.
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. Immieration 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. Sienature 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. Chanee 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
V , 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.C� 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
Title: City Secretary �oO�OFORt�aa
p,.o 00��
1�
o �
�vo OX
� �(I d
��T o00 000.014 4y
VENDOR: a��nEXASo�p
ZOLL Medical Corporation
By: %evrti 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
I 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 8K03 6218,AR 18K03 6221,AR 18K03 622 3,ARI 8K03 62 3 0
ARI 8K036232,ARI 9A037528,ARI 8C0305 80,ARI 8E032277
ARI 8L03 7432,AR 19A 0375 3 I,AR19A03 7541,AR 19AO3 7624
AR 19A03 7634,AR 19A03 763 9,AR 19A03 7640,AR19A03 7641
AR19A037653,AR19A037654,AR19A037670,AR19A037691
AR19A037692,AR19A037696,AR19A037698,AR19B038114
ARI 913 03 8117,AR 19B 03 812 I,ARI 913 03 812 5,AR 19B 03 812 7
AR19B038130,AR19B038134,AR19B038135,AR19B03 8136
AR1913 03 8140,ARI 91303 8231,AR 19B 03 8245,AR 19B 03 825 5
AR19B03 8477,AR19B038478,AR19C038895
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
WILZOLL cal
Corp rNfl n
Carporatitxl
11EE9 M I1 Fb3 ad
EXPERTCARE EXTENDED IWARKANTY&PREVENTIVE MAINTENANCE CONTRACT Ryeensfced,MA URN alas
Fort Worth Fire Department(Customer 9 111S335} tSMI 34B 9S5:5 Main
t�l 4E 9031
t9MI A21 0322 Fax
Attw SherrlHauch 91739287531sherd.hauch@fottiworthtexas,gm
6111 To! Fort Worth Fire EAepartment ShIPTo, Fort Worth Fire Uepartrnent
10M C.a lvert Street 1} J Cai rent Street
Part WiDrth,'TX 761V Fort Vwerth,TX 76107
Frarn.Jennifer Mctormick QUOTATION: DUO334M
Serwlce ICantrach Representative quote EFate: S-Wernher 14,2021
lWal MS-6472 drfFnmonmlck2@b2r31l-ccim Quote Pricing: valid for 60 Days
PM Cc-ntact:Shelmi Kauidr- 8171910753 xherri.haueh@fortuYurthtora"tw
X!�8rle5
part NO Doscdpticar Wrrra++patis pwkm "kw Ent FW11
I YcarUn-Ut&Wmq-Free 9uHom Plan-ZiXLXSwrbn ILIA AU 45 $1,875.00 S1,SSE25- $711S,SF.Sd
'oti,'F Please reler to Zec7nical Support and On Site 5srrvlmm` to
m dco eni. lndi.6m: Amlal paawentw., malnterurKi,, CW3WZ022
dlsrounts of 27%on near miles,27%dls¢tint an addibcW
Liha SurOP er 9artene{.27%dls®u.nt on paramvte•
upgrades, LelNuan Ion S,rtPo&u n Battery replawrnem
upon fame, and accidental daanW Isar connentsi
ca.mge. 511hlpping and us&of a Sa Ia loaner curwg
rtpars, na Owpe sNppd* EmbenciM warranty � a
rorrlin.ailon of the EMS Onevear Produ.rl limited W arnnty.
ECG 12 bad cabI& replatemread upon failure, eoduidirg
ptWsical damage,one for oneAmlt�rear
5m3l Numwsl:
ARI8ED3DSM,AR]£EOM77AR 1E13033528
ARIEFIB3A3E6,-'R-ENO;,53gkAFtl£r11362JE A.UaKaxal7
ARISK0362 L3, 11-2OL1v6321,AR1BKD362.23,AFUMQaWZ3B
AR1B14E36232,A11'-9 AD37528,ARJBC3M5MAf:IBE032277
AR1BLE37432AR19AD37Eal,R19AD375A1,ER17WD3M4
AR19.40:7534AElgAa37539AR19AMTKMAR19AD17 41
AR19AM7553AR1'9Aa1375'SAAElgAarYG AR19AO3Ta91
.AR39:VIl:7592�P3F39A1].i759B 19Afl37649,AR191103I 34
AR19BM117,ARlgM3BJ2 J,ARJBEMB12SAEISBE38127
AR199C'3&3 b3AR1g03BJ3"RJ9BMB135AR19B6333.3±G
AR19BMal4OAFtlgM3B,23J,ARJ9flMH245AR19EA3E2S S
AR191IM3477AR19MI334721 A11 19MME95
£..59 09EE6 Wocry-From Corwmrsion Smkm Plan,Dnr Sft.ZOMX Safts 1Qf91f•m2J 45 w5a 53&Sa $1)616.111
WFOS Please refer to 7E&nlc21 Support aM On Site 5me4lwe is
dw rnem. Inrla.:01s rats of 27%on new mole;27% 32j33f2B22
dlsrount an addllona lithium SurePower Eatterks,27%
dlsralnl an as-a nc;er upgrade{.lthrrn Ion Sure Power II
Battery rrplxemeri .air lame,aald amcimTtal da+n2gt
ISee cam mentsl courna ffl. 57 a3.7ry and use of a Ser im
loam• during rims r5; nb charge SNWWLF, Extended
waranty is a conb,nual on of the EMS one Ysarr PToduel
Llr.rrd Warranty- EEG 12-Im2d cable replaounent;upon
lallurc,tx3y�riq eery-taF mrre�tp,one far orse/urdUya'w
5enal Num6er[sk AR3931r0529M.A7120 nc'm^.
AR20IDS2991
qurMty I s datermnlnmd by taker$the nnrnbmr of x Sous[3.I
and"lpl}Nrg drat bythm numhmr of mrnths rm*ded[1SL
vi"aqudsAS.
F.1or 1:r4 PA..m
Sole Source Agreement Page 11 of 21
LL 2H M 11 IYfE+tflcal Corporation
ZO 2fi9 II RtSat
Chalmsiord,MA DLS24 A10S
EXTENDED W.AR R:S,NTY$PREVENTIVE F44.AI NTENANC'E CONTRACT 4973j 323.%55 Main
8ttg'via 90L L
Fort Worth Fire[}apartment lCustiamer It 105335) ;%7a)421 DD22 Fai
Quote No:00033434 Continued
X Setid
Patl90 assorIpilan rararaet Bats Sir PAM Ad1.PFW* EaL Hire
88M 099M W¢ary.Frm Pno• atad�5rralu Plat•ZDLLX Swim 01AG Zb22 36 S1545.25 SL29.E9 $4)BW.75
WFP Induim:Arinucil praMMUM nrWritananor,.dlsDuntsofZM to
an naw rates 27% dis urt an additional Rthlum, aw3 2(122
SurtPaww 6atterits,XM dr ovn on paramaW rprade;
uthlunr k3n Suntfo-mar II hfattM raplacemart Lp m fabtre,
and axldmiLal damage rD,Krage[see oomm mtsl.SWppirlq
and use of a Same Loaner ruing rapalrs, no-charge
shlppd*EsnerAed wa Tanty Is a eentnuahrn or the EMS
Drat Year Pradun Lirnaed Wwranty.
SWal NumbWsK AN.9KO4 4361,dAtmLRfi29aq,.
A112110619LT#+J 115299d
thuaritity Is drrterml ned by tak"the nunber ed XS niias(41
and mutlpi}bg that bythe nuwdw efmrrnths rmtede l 19°
nM ich equals 35.
TOTAL- $77XM5
WPAF1ENTS:'AC0DENTAL DAMAGE COVERAGE
rich sides o ne rase neple etgri a tt ptr T>~er pt1 de,i[e.Tkiis eborr�ge eatludet r9e n5ei trisrt rnre deem htgta id repair ant(tdr t&u ard0hic d&m6ge. TALL
.hall not be respbrisibte Fewarty equ rrr.ent defect,the failure of the equipment io rfrmm 8rry ipe-c;tied fu nttion,br any blfi er nevi tbnibrman ce of the
equipment,t8uled try Br attribulaWe to:ji 18rry Mbdifttatibn all the"equipment by the Cusibmer,unless swh nnodificatiW is made with the prior writtln
approrml bF20LLr R1 the use or the equipn*mi.with Arrr assotitted or complementary equipment,hb essbry br io twtrenot supplied br2OLUiiit
any miluse b abuse of the Iequipmerlt;[iv)expMure of the equipment to ebnditiam hepbnd the-envirbinmental,power or operating comiraints
.Re-ified by ZC1LL,ar jr)iM112MAtion as wiring or the equiprneni other than in aceordalncl with ZOLL's instructions.
'BATTERY REPLACEMENT COVERAGE:
3atteries muff he nMintained per Z.CILL`s teebmrw,ernded rnairstlriarate prbgram. Flatteries are repiabed upon Fbilure,brie Far one,tht6ughihd the irim
br the ExperiCate Service contract,ihauld the SurePovrer ban"tw SurePower Charger display a fau It. Batteries mum he evaluaied and tonNrmed or
%ilure through ZOLLTeWmical Support snd)drartan-iiie field& tiibetethnrian..UptathrmIkitterieiperdericawillbeoaveredForbatterieSatgrired
Yom ZOLL in Iasi 24 manihs.
=or batL trial atgrired From 20L:L over 2A morns ago,ant batury per devi[e will be covered.
t_ALpplkAWe tax vAl be added M the tire*of irrutiting.
L Parrrntnt iewmi are Net 30.
3.Dumomer visit to tonV4ete the PM work will be sthneduled 60-90 days after the agreement h signed.
1-151A Multi-UhNii discount
MlkhllS&CONDITIONS:The fermi and ttmdRioni of this-contract are set forth in the attachments.ray stoning Shirr Mritraom Cuomo r&&nowledges
neving read the terms and tbnditioniaind agreeiio btL bound by thelia
ZOLL Med iml ripmretlon Fart WaFth Ore EtWrtment
Signature= AULlnorlied Signature:
Naor ne- lerohifer UcCwreiiek Print Name
Title- Title:
t}mr... Data::
Page 2 of 4
Sole Source Agreement-Zoll Page 12 of 21
201-1-Medical Corporation Quote NOTM314-t
EXTENDED WARRANTY fL PREVENTIVE MAINTENANCE CCINTRAiT for FoftWorth Fire Department
Preventive Maintenance Terms and Conditions
1. Preventive maintenance J'PM")will be irw4eed upon ZOLL's receipt ur quute with an authorized signature(the"PM Contraet'l and,if available,
a purchase order.
I Any PMs Ehm remain unused am eF the end of a one-�+ear PM Luntrect will be furfeited and no monies MI he refunded to Ehe custcimer.Any PMs
Oat rentainh unused as ur Ehe end of the initial tenet c4 the Multi-)ear PM CuntraLt will sutamAtic.ally roll over into the neat Year oil the PM
Untrart. Any Ph&that remains unused a!,W the end of the second and subsequent years of the PM Cantratt,will be forfeited and no monies will
Ise refunded t6 the dvi1anktr.
3.IF the custurner purchases new POLL equipment,unused Phis will be transferred to the new equipment at the end of the faLtory war ranty.
af, II 2OLL determines during the cour,se of performing phi that a repair is required end the devr_e is not Levered under warranty,MOLL will request
custurner authurizaWn in order to repair thedevkm.
5, Upon the customer`s request,a loaner will be provided Free or charge pursuant to.FOLVsLoaner Policy.The loaner will be provided fur use while
the devieeis beinS serited byZOLL.
Ek it is Ehe customer's responsibility to ensure devices L red by the Phi Contract are available Fc Preventative Maintenance at the scheduled
tinter.
Page 3 of#
Sole Source Agreement-Zoll Page 13 of 21
ZOLLMeMEal CoWratlon QuoteM:DDDIUU
EXTENDED WARRANTY SL PREVENTFV'E MAINTENANCE CONTRACT for FtartWorth Fire Department
Extended Warranty Terms and can ditlons
1. The 24LLCxtended'.1'cr ranty;'EW`l extends the term ul24LL'i Factory Warranty by the number of years selected by the duitderulr. EW
coverage corn InenLes upon I he eatpiranion of the Factory Warrtanty,and is subject to the fermi and Conditions cnntained in the Fair tory Warranty..
The 1Wdoes nut apply toa m!,&iei.
F. The priceoF the EW will be invoiced uptm MLL's receipt of quote with an authorized signature rruin Ilie costumer and,if available,apurchase
order from,the tustomer.
3.The EW is not tranVerrablearid cannot be carpLelled. However,iFthe customer replaces equipment covered by an 1W with new KILL
equipment„upon customer's request,the rerrttining time under the EW will be transferred to the new eq uipment at the end of the Factory
warranty.All requeils to trarisler the remaining balance o!an EW must be submitted in writing to the T47LL.Service Contracts department within 60
days oFdate oFshipment of newequiprnerrL.Failure to submit EVY tramFer requesiwill result in the forfeiture of remaining.EW.
A, If the customer has a claim Itnder an EVu,tuitorner must sell the 270LL Help DL%k jSW-349-9011]to arrange for a ReLurn Authoriration in
advar of sending the unit Fur evaluation at ZOLL lieadquarlers_
S. All reµain are per Formed at2OLLheadrtu&tern in Chelmsford,MA-if a unitmeetlitahe repaireq,uppon the tumomWi request,a loaner will he
provided free of charge purwant in 2OLL'i Loaner Policy..
b. If no clainns are made under the EW during the EW period,the purchase pricestf the EW ii not refundable.
Page A of i
Sole Source Agreement-Zoll Page 14 of 21
EXHIBIT C
SOLE SOURCE EXEMPTION FORM
FoRT WORTH
0TV OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
Instructions=Fill out the entire form.with detailed information_Once you have ownpleted this form,
provide it to the Furcliasin8 attorney for review_The attorney will review the information you have
provided to determine whether aft exemption to Chapter 252'.&biding requiren ents is defeat.&ible_
I€you are printing this farm to provide JOL Legal,please do not provide the Primer portion_ Failure
to provide sufficient information may result in fellow up questions and cause a delay in the
attorney'.&determination_
Section I.Central lufnruration
Requesting Department: FIRE DEPT.
Flame of Contract Manager Fire Battalion Chief Sherri Hauch
Department's Attorney! CI IRISTOPHER AU STRIA
Item or Service sought.
Goods:
Service.
Anticipated Amount: 77.902.35
'vendor-. [toll Medical Coorp lionl
CurrenvPrior Agweerneet far iternfservice: ales No ❑
CSC or Purchase Order#: PS -4fI{l2.
Amount: I'1,335,195.411
Projected M&C Date,. [,P-12230]
How will this item or service be used? I Ori6nal heart monitors and accessorie.&that were
ball t using PSK 4902 filam bid 19-0298 have reached their one year warranty and need
additional ngir or service in order to be operational and ready when.needed.This 1-year Qn-
Site worry free service plan will cover any monitors that break due to wear and tear and also
includes annual preventive maintenance that will help minimize equipment repairs and
downtime.The plait.also include addidional discounts for a uo iyroert,parts,and jco2ssories,
Zoll is the Sole Source sMlier tfw-i can work on Zoll rnonitorsl
Page 1 of 6
Sole Source Agreement-Zoll Page 15 of 21
4UCtiirn 2:{Tainted Exemption and,lustifcation(Other than volt wuteel
NOTE- For a claimed sole-source exemption,complete Section 3.
Please indicate the non-sole-souroe exemption you believe applies to tiro purchase and provide
information to support its applicability'_ Please refer to the Exemption Primer for detailed
information about common exemptions..
CA procurement necessary to preserve or protect the public health or safety of the Cis}
of Fort 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 procurement fctr work that is performed and paid for by the day us thu �lork
Progresses;
El A purchase of land or a right-of-way;
El Paving drainage,street widening,and other public improvements,or relaxed matters.if
at least one4ird of the cost is to be paid by or through special assessments levied ten
property that M i11 benefit from the improvements;
Q A public LUIPTOVernent project, already in progress, authorizei 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,;
Q 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 of business sale held in co nplimce with Subchapter F,
Chapter 17,Business&Commerce Code:
• by a political subdivision of this state, a Mate agency of this state, or an
entity ofthe federal governmera-,L,r
• under an interior-al contract fir couperstive purchasing administered by u
regional planning commission established under Chapter 391
Services performed by blind or severely disabled persons;
Q Goods purchased by a tottait4talfty for subsequent retail sale by the municipality;
Q Electricity;or
Page 2 t,f 6
Sole Source Agreement-Zoll Page 16 of 21
Advertising,other than legal notices.
Please provide details and facts to explain why you believe the exemption applies to the
purchase-You may also attach documentation to this fbnn.[INSERT DETAILED
EXPLANATION A5 TO HOWIWHY CLAIMED EXCEPTION APPLIES TO TRIS
PURCHASE]
Section 3:Claimed Sole Source Exemption and Jusdlicatian
NOTE-For any non-sole-sounn-:.e 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 Pruner for detailed
information about common exemptions
*A procurement of items that art available from only one source,including
+ items that are available from only one source because of patents,copyrights,
were[prrCesses,or natural Monopolies.,
• films,manuscripts,or 15001Cs
• gK 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
• manage rent services provided by a nonprofit organization to a municipal
museum,park,zoo,or other facility to which the organisation has provided
significant financial or rather benefits;
How did you determine that the item or service is only available From one source"
[Contacted Supplier(Zol I)to find out who can provide annual preventative maintenance and
servicing*without jeo>xardizinn heart @nonitor warranties-The supplier(Zoll)slated that they are
the only source that can replace,fix-or provide annual manitena nce on Zoll monitors without
impactiny 4ea Uipment warranties-
Attach sLreenshots and provide an explanation of any independent research you tiondiAvio 1.
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-
I SHOW YOUR RESEARCH)WORK THAT LEAD TO YOUR CONCLUSION
Pao 3 elf 6
Sole Source Agreement-Zoll Page 17 of 21
Did you attach a sole source justification letter? E Yes ❑ No
Describe the uniqueness of the item or service(e.&compatibility or patent issum etc-)-
heart monitors are the standard heart monitor used in the Medstar system,and toll is the only
vurnpanv that can provide this service whhoul ncUa6vr1y impictina w=dntjEs.l
5ertinn 4:Attornty Deft rtWnatiom
With the facts prodded by the department,is the use of the claimed exemption defensible if the
City were to be challen6ed on this purchase? [K Yes ❑No_
Was there anything attached to this faun that was relied on in makin this determination?
E Yes No_
If yes,please explain_
Was there aaythin,not included on this form or attached hereto that was relied on in making this
determination' [:I Yes [K No_
If yes,please explain_JI=:CPLAIN OUTSIDE SOURCE OF INFORMATION]
Will the standard terms and conditions apply? [K Yes Q No_
Will the contract require special terms? Q Yes [K Net_
Will the contract require review by the department attorney' Yes Q No_
Approved By:
5��- date: 1:2.7.21
Ta or Paris r Jessika 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 common exemptions that could apply to City purchases.
If you have questions about the information provided or need additional information, please
contact your department's assigned attorney or the appropriate purchasing attorney.
I_ A procurement necessary to preserve or protect the public health or safety of the
rnunicipaliVs residents,
Examples of activities that have been found to fall within this exception include ambulance
services,solid waste collection and disposal;and first-responder safety equipment such as
breathing apparatus for firefighters and bullet-proof vests for police officers.
2e A procurvinent necessary because of unforeseen damage to public machinery;equipment,
Or oth4 r 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 theist. Therefore
pmsotial 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 runivermd definition of this term, however,"several cases suggest
that it_, is `predominately mcrrial or intellec teal, rather than physical or manual."' Tex_
Attu+Gen Op_ JM-940 (1988) lqaaolur Alwylarld{eeseer ter C.a. V. C city Water Co., 1611
S.W. 2d 102(Tex.Civ. App.—Eastland 1942,no sirit). The Texas Attorney General has
also opined that "professional services"no longer irrstudC-s only the services of lawyers,
physicians, or theologians, but also those mernbens of disciplines requiring special
knowled.6v or attainment and a high order of learning skill,and intelligence. Id.
Facts needed to support a professional service exemption include. the specialized
rcxluirements of that profession and the mental and intellectual skill required by the person
while performing the service. Purchases of hoods are not professional services.
4. A procurement of items that are available from only one source.
This exemption is commonly referred to as the sale source exemption_ In determining
whether a purchase is of a frond or service that is available from one source, you should
not oonsider price or time to receive the good or service.A sole source does not exist solely
on the basis of personal or departmental prefeterioe 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 of good except for the vendor you are proposing.5orne
examples of sole source purchases include service agreements when only one vendor is
authorized to work on the equipment by the manufacturer and allowing another vendor
would void the warranty;purchase of a good than is copyrighted or trademarked and only
provided by one vendor.
Rage 6 of 6
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
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