HomeMy WebLinkAboutC2019-068 - Zoll Medical Corporation Contract No. 2019-068
COOPERATIVE PURCHASING AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
ZOLL MEDICAL CORPORATION
THIS COOPERATIVE PURCHASING AGREEMENT(this"Agreement")is entered into
as of March 19,2019,between the Town of Fountain Hills,an Arizona municipal corporation(the
"Town"), and ZOLL Medical Corporation, a Massachusetts corporation(the"Contractor").
RECITALS
A. After a competitive procurement process, the City of Tucson, Arizona ("Tucson")
entered into Contract No. 171769-01, dated September 18, 2017, as amended by that Amendment
No. 1, dated March 12, 2018 (collectively, the "Tucson Contract"), for the provision of cardiac
monitoring equipment, defibrillators, and related equipment and maintenance services. A copy of
the Tucson Contract is attached hereto as Exhibit A and incorporated herein by reference, to the
extent not inconsistent with this Agreement.
B. The Town is permitted, pursuant to Section 3-3-27 of the Town Code, to make
purchases under the Tucson Contract, at its discretion and with the agreement of the awarded
Contractor,and the Tucson Contract permits its cooperative use by other public entities,including
the Town.
C. The Town and the Contractor desire to enter into this Agreement for the purpose of
(i) acknowledging their cooperative contractual relationship under the Tucson Contract and this
Agreement, (ii) establishing the terms and conditions by which the Town may purchase three
defibrillators and related equipment and maintenance services (the"Materials and Services"), and
(iii) setting the maximum aggregate amount to be expended pursuant to this Agreement related to
the Materials and Services.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which
are incorporated herein by reference, the following mutual covenants and conditions, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Town and the Contractor hereby agree as follows:
1. Term of Agreement. This Agreement shall be effective as of the date first set forth
above and shall remain in full force and effect until September 17,2019(the"Initial Term"),unless
terminated as otherwise provided in this Agreement or the Tucson Contract. After the expiration
of the Initial Term,this Agreement maybe renewed for up to two successive one-year terms(each,
a"Renewal Term")if: (i)it is deemed in the best interests of the Town, subject to availability and
appropriation of funds for renewal in each subsequent year, (ii) the term of the Tucson Contract
has not expired or has been extended, (iii)at least 30 days prior to the end of the then-current term
1
of this Agreement,the Contractor requests, in writing, to extend this Agreement for an additional
one-year term and (iv)the Town approves the additional one-year term in writing (including any
price adjustments approved as part of the Tucson Contract), as evidenced by the Town Manager's
signature thereon,which approval may be withheld by the Town for any reason. The Contractor's
failure to seek a renewal of this Agreement shall cause this Agreement to terminate at the end of
the then-current term of this Agreement; provided, however, that the Town may, at its discretion
and with the agreement of the Contractor, elect to waive this requirement and renew this
Agreement. The Initial Term and any Renewal Term(s) are collectively referred to herein as the
"Term."Upon renewal, the terms and conditions of this Agreement shall remain in full force and
effect.
2. Scope of Work. Contractor shall provide the Town with the Materials and Services
under the terms and conditions of the Tucson Contract and as more particularly set forth in the
Contractor Proposal attached hereto as Exhibit B and incorporated herein by reference.
2.1 Inspection; Acceptance. All Materials and Services are subject to fmal
inspection and acceptance by the Town. Materials failing to conform to the requirements of this
Agreement and/or the Tucson Contract will be held at Contractor's risk and may be returned to the
Contractor. If so returned, all costs are the responsibility of the Contractor. Upon discovery of non-
conforming Materials or Services,the Town may return the Materials to the Contractor,after which
the Contractor may elect to, at Contractor's sole discretion, repair, replace, or exchange the non-
conforming product.
3. Compensation. The Town shall pay Contractor for the Materials and Services an
aggregate amount not to exceed $94,449.06 for the Materials and Services at the rates set forth in
the Tucson Contract and as more particularly set forth in the Contractor Proposal.
4. Payments. The Town shall pay the Contractor Net 30 based upon receipt of
conforming Materials and/or Services proper invoices. Each invoice shall (i) contain a reference
to this Agreement and the Tucson Contract and (ii) document and itemize all work completed to
date. The invoice statement shall include a record of materials shipped, time expended, and work
performed in sufficient detail to justify payment. Additionally, invoices submitted without
referencing this Agreement and the Tucson Contract will be subject to rejection and may be
returned.
5. Records and Audit Rights.To ensure that the Contractor and its subcontractors are
complying with the warranty under Section 6 below, Contractor's and its subcontractors' books,
records,correspondence, accounting procedures and practices, and any other supporting evidence
relating to this Agreement, including the papers of any Contractor and its subcontractors'
employees who perform any work or services pursuant to this Agreement (all of the foregoing
hereinafter referred to as "Records"), shall be open to inspection and subject to audit and/or
reproduction during normal working hours by the Town, to the extent necessary to adequately
permit evaluation of the Contractor's and its subcontractors' compliance with the Arizona
employer sanctions laws referenced in Section 6 below,once per year. To the extent necessary for
the Town to audit Records as set forth in this Section, Contractor and its subcontractors hereby
waive any rights to keep such Records confidential. For the purpose of evaluating or verifying
such actual or claimed costs or units expended, the Town shall have access to said Records, even
2
if located at its subcontractors' facilities,from the effective date of this Agreement for the duration
of the work and until three years after the date of final payment by the Town to Contractor pursuant
to this Agreement. Contractor and its subcontractors shall provide the Town with adequate and
appropriate workspace so that the Town can conduct audits in compliance with the provisions of
this Section. The Town shall give Contractor or its subcontractors reasonable advance notice of
intended audits. Contractor shall require its subcontractors to comply with the provisions of this
Section by insertion of the requirements hereof in any subcontract pursuant to this Agreement.
6. E-verify Requirements. To the extent applicable under ARIZ. REV. STAT. § 41-
4401, the Contractor and its subcontractors warrant compliance with all federal immigration laws
and regulations that relate to their employees and their compliance with the E-verify requirements
under ARIz. REv. STAT. § 23-214(A). Contractor's or its subcontractors' failure to comply with
such warranty shall be deemed a breach of this Agreement and may result in the termination of
this Agreement by the Town.
7. Israel. Contractor certifies that it is not currently engaged in and agrees for the
duration of this Agreement that it will not engage in a "boycott," as that term is defined in ARIz.
REV. STAT. § 35-393, of Israel.
8. Conflict of Interest. This Agreement may be canceled by the Town pursuant to
ARIz.REV.STAT. § 38-511.
9. Applicable Law;Venue. This Agreement shall be governed by the laws of the State
of Arizona and a suit pertaining to this Agreement may be brought only in courts in Maricopa
County,Arizona.
10. Agreement Subject to Appropriation. The Town is obligated only to pay its
obligations set forth in this Agreement as may lawfully be made from funds appropriated and
budgeted for that purpose during the Town's then current fiscal year. The Town's obligations
under this Agreement are current expenses subject to the "budget law" and the unfettered
legislative discretion of the Town concerning budgeted purposes and appropriation of funds.
Should the Town elect not to appropriate and budget funds to pay its Agreement obligations, this
Agreement shall be deemed terminated at the end of the then-current fiscal year term for which
such funds were appropriated and budgeted for such purpose and the Town shall be relieved of
any subsequent obligation under this Agreement. The parties agree that the Town has no obligation
or duty of good faith to budget or appropriate the payment of the Town's obligations set forth in
this Agreement in any budget in any fiscal year other than the fiscal year in which this Agreement
is executed and delivered. The Town shall be the sole judge and authority in determining the
availability of funds for its obligations under this Agreement. The Town shall keep Contractor
informed as to the availability of funds for this Agreement. The obligation of the Town to make
any payment pursuant to this Agreement is not a general obligation or indebtedness of the Town.
Contractor hereby waives any and all rights to bring any claim against the Town from or relating
in any way to the Town's termination of this Agreement pursuant to this section.
11. Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among
the terms of this Agreement, the Contractor Proposal, the Tucson Contract, and invoices, the
documents shall govern in the order listed herein. Notwithstanding the foregoing, and in
conformity with Section 2 above,unauthorized exceptions,conditions, limitations or provisions in
3
conflict with the terms of this Agreement or the Tucson Contract(collectively,the "Unauthorized
Conditions"),other than the Town's project-specific requirements,are expressly declared void and
shall be of no force and effect. Acceptance by the Town of any work order or invoice containing
any such Unauthorized Conditions or failure to demand full compliance with the terms and
conditions set forth in this Agreement or under the Tucson Contract shall not alter such terms and
conditions or relieve Contractor from, nor be construed or deemed a waiver of, its requirements
and obligations in the performance of this Agreement.
12. Rights and Privileges.To the extent provided under the Tucson Contract,the Town
shall be afforded all of the rights and privileges afforded to Mesa and shall be the"City"(as defined
in the Tucson Contract) for the purposes of the portions of the Tucson Contract that are
incorporated herein by reference.
13. Indemnification; Insurance. In addition to and in no way limiting the provisions set
forth in Section 12 above, the Town shall be afforded all of the insurance coverage and
indemnifications afforded to the City to the extent provided under the Tucson Contract, and such
insurance coverage and indemnifications shall inure and apply with equal effect to the Town under
this Agreement including, but not limited to, the Contractor's obligation to provide the
indemnification and insurance to the fullest extent.
14. Notices and Requests.Any notice or other communication required or permitted to
be given under this Agreement shall be in writing and shall be deemed to have been duly given if
(i) delivered to the party at the address set forth below, (ii) deposited in the U.S. Mail,registered
or certified, return receipt requested, to the address set forth below or (iii) given to a recognized
and reputable overnight delivery service,to the address set forth below:
If to the Town: Town of Fountain Hills
16705 East Avenue of the Fountains
Fountain Hills,Arizona 85268
Attn: Grady E. Miller, Town Manager
With copy to: Pierce Coleman PLLC
4711 E. Falcon Drive, Suite 111
Mesa,Arizona 85215
Attn: Aaron D. Arnson, Town Attorney
If to Contractor: ZOLL Medical Corporation
269 Mill Road
Chelmsford,Massachusetts 01824
Attn: Contract Department
or at such other address, and to the attention of such other person or officer, as any party may
designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed
received: (i) when delivered to the party, (ii) three business days after being placed in the U.S.
Mail, properly addressed, with sufficient postage or (iii) the following business day after being
given to a recognized overnight delivery service, with the person giving the notice paying all
required charges and instructing the delivery service to deliver on the following business day. If
a copy of a notice is also given to a party's counsel or other recipient, the provisions above
4
governing the date on which a notice is deemed to have been received by a party shall mean and
refer to the date on which the party, and not its counsel or other recipient to which a copy of the
notice may be sent, is deemed to have received the notice.
[SIGNATURES APPEAR ON FOLLOWING PAGES]
5
I
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and year first set forth above.
"Town"
TOWN OF FOUNTAIN HILLS,
an Arizona municipal corporation
i 1 11 /'AjtA .
31] Grady E. Mil r, Town anager
ATTEST:
1 J%
Elizabeth;1014f rke, Town C rk
APPROVED AS TO FORM:
. Arnson, own Attorney
(ACKNOWLEDGEMENT)
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
On GU_ 3 , 2019, before me personally appeared Grady E. Miller, the
Town Manager of the TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation, whose
identity was proven to me on the basis of satisfactory evidence to be the person who he claims to be,
and acknowledged that he signed the above document, on behalf of the Town of Fountain Hills.
1
►,.rii �, PAULA L V OpwARD 176 j tbittLAA-1
il;is MAR COUNTY
Notary Public
, 0 860131
elPirsti August 18,2022
(Affix notary seal here)
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
6
"Contractor"
ZOLL MEDICA COR RATION,
a(n)Massac tts ration
By:
Nam : per-
Its: V ? o f ' EM s
(ACKNOWLEDGEMENT)
STATE OF Witt-xvihvue1
)ss.
COUNTY OF ik{(Q e-42)c, )
On Ho SC\l " , 2019, before me personally appeared VhChr,Lo Tr0 r,
the VIP f ZOLL MEDICAL CORPORATION, a Massachusetts corporation,
whose identity was proven to me on the basis of satisfactory evidence to be the person who he claims
to be, and acknowledged that he signed the above document,on behalf of the corporation.
Emliy Marie Sullivan
NOTARY PUBLIC
Commonwealth of ( Notary P c
Massachusetts
My Commission Expires
November 14 2025
(Affix notary seal here)
7
ti
EXHIBIT A
TO
COOPERATIVE PURCHASING AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
ZOLL MEDICAL CORPORATION
[Tucson Contract]
See following pages.
IVUe
P4d
bliltu(")--
•
•
urr.or
•
TU(SON
Business Associate Agreement
Between
The City of Tucson and ZOLL Data Systems, inc.
This Agreement is entered into between the City of Tucson(hereinafter"Covered Entity"or"City
of Tucson")and ZOLL Data Systems Inc.(hereinafter"Business Associate"or`BA").
This Agreement is incorporated into all existing and current contract(s) between the parties (the
"Underlying Contracts)") under which Business Associate is carrying out activities or functions
involving the use of protected health information(PHl),as this term is defined in 45 CFR Parts 160
and 164,and it replaces any prior agreement(s)entered concerning such PHI.Business Associates
must comply with all requirements for protecting PI-II under federal Privacy and Information
Security regulations and are subject to the application of civil and criminal penalties under sections
1176 and 1177 of the Social Security Act. Covered Entity is committed to providing high quality
patient care, education, and research. In furtherance of its mission, Covered Entity wishes to
•
conduct transactions involving the disclosure of PHI to Business Associate for the purpose of
conducting the activities set forth in the Underlying Contract(s).
Some or all of the information to be disclosed is required by law to be protected against
unauthorized use, disclosure, modification or loss. In order to comply with applicable legal
requirements for the protection of information,the parties agree as follows: •
A.ALLOWABLE USES OF PHI
Only the minimum necessary PIII to accomplish the intended purpose of this agreement can be
used or disclosed only for the following purposes:
•
1. Support of the TFD RescueNet suite of applications.
2.
B.OBLIGATION'S OF BUSINESS ASSOCIATE
Section 1.Safeguarding Information.
A.Business Associate shall only use,store,disclose,or access PHI:
(1)In accordance with,and only to the extent permissible under the •
Underlying Contract;and
(2)In full compliance with any and all applicable laws,regulations,rules or
standards,including,but without limitation,FERPA,HIPAA,the Gramm-
Leach-Bliley Financial Services Modernization Act(GLB),the Federal
Trade Commission Identity Theft Rules,the Export Administration
Regulations(EAR),the international Traffic in Arms Regulations(ITAR), •
and the Social Security Act,RCW 19.255.010 and RCW 42,56.590.
•
B.Business Associate shall have in place policies and procedures to implement and
maintain all safeguards necessary to ensure the confidentiality,availability,and
integrity of all Covered Entity data.Such safeguards shall include as deemed •
appropriate by Business Associate,and without limitation,use of:policies and
procedures to prevent any unauthorized.use or disclosure of,or access to,PHI;
restrictions on administrative access to PHI;system firewalls,secure network and
transfer protocols such as Secure Socket Shell(SSH),Secure Copy Protocol (SCP),
Hyper-Text Transfer Protocol over Secure Sockets Layer(HTTPS),or Internet
Protocol Security(IPSec);industry compliant network authentication protocols
such as Kerberos or Lightweight Directory Access Protocol(LDAP);encryption;
regular and timely system upgrades,including implementation of security patches;
disk quotas to ensure system availability;logging in accordance with City of
Tucson specifications(as communicated by City of Tucson to Business Associate
in writing),maintenance of logs on centralized servers;and backup systems for
disaster recovery,security,and forensics purposes.
Section 2. Use or disclosure of Protected Health Information.
Business Associate shall not use or disclose PHI received from Covered Entity in any
manner that would constitute a violation of federal law, including but not limited to the
Health Insurance Portability and Accountability Act of 1996 and any regulations enacted
pursuant to its provisions ("HIPAA Standards"), or applicable provisions of Arizona state
law. Business Associate shall ensure that any use or disclosure by its directors, officers,
employees, contractors, and agents of PHI received from Covered Entity, or created or
received on behalf of Covered Entity is in accordance with the provisions of this •
Agreement and applicable federal and state law. Business Associate shall not use or
disclose PHI in any manner other than that permitted or required by the Covered Entity for
the purpose of accomplishing services to or on behalf of Covered Entity in accordance with
the Underlying Contracts. Notwithstanding the foregoing, Business Associate may use and
disclose PHI for the proper management and administration of the Business Associate and
to carry out its legal responsibilities;provided that such disclosures are required by law,or
Business Associate obtains reasonable assurances from the person to whom the information •
is disclosed that it will remain confidential and be used or further disclosed only as required
by law or for the purpose for which it was disclosed to the person,and the person notifies
the Business Associate of any instances of which it is aware in which the confidentiality of
the information has been breached. In addition, Business Associate may use or disclose
PHI received or created by it to provide data aggregation functions to Covered Entity as
permitted by HIPAA Standards.
•
Section 3.Reporting of Unauthorized Use or Disclosure of PHI.
dms.us.52802308.02
•
Business Associate shall, within five (5) business days of becoming aware of an
unauthorized use or disclosure of PHI by Business Associate, its officers, directors,
employees, contractors, agents or by a third party to which Business Associate disclosed '+
PHI, report any such disclosure to Covered Entity. Such notice shall be made to the i
following:
•
The City Attorney
•
City of Tucson
255 West Alameda Street
Tucson,AZ 85701 •
Section 4.Agreements by Third Parties.
Business Associate shall obtain satisfactory assurances from any agent or subcontractor
who will have access to PHI that is received from Covered Entity,or created or received on
behalf of the Covered Entity, and shall ensure that the agent or subcontractor agrees to be
bound by the same restrictions, terms and conditions that apply to Business Associate
through this Agreement with respect to PHI.Business Associate shall require that any agent
or subcontractor notify Business Associate of any instances in which PHI is used or
disclosed in an unauthorized manner.Business Associate agrees to notify Covered Entity of
any such unauthorized use or disclosure. Business Associate shall take steps to cure the
breach of confidentiality and end the violation,or shall terminate the agency agreement or
subcontract.
Section 5.Access to Information.
If Business Associates maintains Designated Record Set(DRS)documentation on behalf of
Covered Entity, Business Associate agrees to provide access to the documentation
maintained by the Covered Entity. Business Associate shall make available to Covered
Entity such information for so long as it is maintained. If any individual requests access to
PHI directly from Business Associate,Business Associate shall forward such request to the
Covered Entity. Business Associate shall not deny any individual's request for access to the
individual's PHI. A denial of access to PHI requested is the responsibility of the Covered
Entity.
Section 6.Availability of PHI for Amendment.
•
Within five (5) business days of a request from Covered Entity for the amendment of an
individual's PHI or a record regarding an individual contained in a DRS (for so long as the
PHI. is maintained in the DRS), Business Associate shall provide such information to
Covered Entity for amendment and incorporate any such amendments in the PH.i as
required by45 C.F.R.§I64.526.
Section 7.Accounting of Disclosures.
Business Associate agrees to implement an appropriate record keeping and reporting
process to enable it to provide the following information regarding disclosures of PHI: (i)
the date of the disclosure, (ii)the name of the entity or person who received the PHI,and if
known, the address of such entity or person, (iii)a brief description of the PHI disclosed, •
clumus.5280230$.02
•
and (iv) a brief statement of the purpose of such disclosure which includes an explanation
of the basis for such disclosure. if Business Associate receives a request for an accounting
of disclosures, Business Associate shall forward such request to Covered Entity within a
reasonable time frame to allow Covered Entity to prepare and deliver any required
accounting of'disclosures.
Section 8.Restrictions on Certain Disclosure of Health Information.
Business Associate agrees to restrict the disclosure of the protected health information of
an individual, if Covered Entity agrees to a requested restriction by an individual, If
Business Associate receives a request for a restriction, Business Associate shall forward
such request to Covered Entity within five business days to allow Covered Entity to
respond to the requested restriction.
Section 9.Availability of Books and Records.
Business Associate agrees to make its internal practices, books and records relating to the
use and disclosure of PHI received from Covered Entity,or created or received on behalf of
Covered Entity, available to the Secretary of the U.S. Department of Health and Human
Services for purposes of determining Covered Entity's and Business Associate's
compliance with the HIPAA Standards. Business Associate shall provide to Covered Entity
a copy of any documentation that Business Associate provides to the Secretary within five
business days,which documentation and information contained therein shall be kept strictly
confidential by Covered Entity.
•
Section 10.Return or Destruction of Information.
•
At the termination of the Underlying Contract(s),Business Associate shall return or destroy
all P.1-II received from Covered Entity, or created or received on behalf of Covered Entity,
that Business Associate maintains in any form.Business Associate will retain no copies of
PHI,if Business Associate determines that return or destruction of any PHI is not feasible,
Business Associate shall notify Covered Entity of the reasons why return or destruction is
not feasible.If destruction or return of P1-11 is not feasible,Business Associate shall not use
PHI received from Covered Entity,or created or received on behalf of Covered Entity,in a
manner other than those permitted or required by state and federal laws or for the purposes
described herein.
Section 1.1.Electronic.Protected Health Information("ePHI").
•
if Business Associate creates, receives, maintains or transmits ePI11 on behalf of Covered
Entity, Business Associate agrees to (1) implement administrative, physical and technical •
safeguards that reasonably and appropriately protect the confidentiality, integrity and
availability of Covered Entity's ePHI in accordance with Sections 164.308, 164.310,
164.312, and 164.316 of title 45, Code of Federal Regulations; (2) ensure that any third
party agent or subcontractor who receives Covered Entity's ePHI.from Business Associate
agrees to implement equivalent administrative, physical and technical safeguards; and (3)
deploy appropriate safeguards to implement the Secretary of Health and Human Services'
•
animal guidance on the most effective and appropriate technical safeguards for use in
dms.tis.52R02303,Q
carrying out security standards; and (4) report any security incidents involving Covered
Entity's ePH1 within five business days of discovery.
Section 12.Potential Breach of PHI,
A.If Business Associate has reason to believe that personal information or PHI
transmitted pursuant to this Agreement may have been accessed,disclosed,or
acquired without proper authorization,Business Associate will,within fifteen •
business days of discovery,give City of Tucson notice and use commercially
reasonable efforts to take actions as may be necessary to identify,mitigate and
remediate the cause of the breach.A breach shall be treated as discovered by the
BA as of the first day on which such breach is known to the BA,(including any
person,other than the individual committing the breach,that is an employee,
•
officer,or other agent of the BA)or should reasonably have been known to the BA
(or person referenced above)to have occurred.Business Associate shall use
commercially reasonable efforts to mitigate and remediate any unauthorized access •
and shall devote such resources as may be reasonably practicable to accomplish •
that goal.The BA shall cooperate with all Covered Entity efforts,including
providing any and all information necessary to enable Covered Entity to fully
understand the nature and scope of the unauthorized access,including but not
limited to identification of each individual whose unsecured PHI has been,or is
reasonably believed to have been,accessed,acquired,or disclosed during the
breach.
B.To the extent City of Tucson deems warranted,City of Tucson may provide
notice to any or all individuals affected by any unauthorized access,whose personal
and/or PHI may have been improperly accessed or disclosed that was not protected
according to the Secretary of Health and Human Services'annual guidance on the
most effective and appropriate technical safeguards for use in carrying out security
standards. In the event that the Business Associate's assistance is required to
reinstall software,such assistance shall be provided at no cost to Covered Entity
and in accordance with the Covered Entity's policies and standards.Business
Associate must coordinate with City of Tucson any public notification to any
individual,media outlet,or the Secretary of Health and Human Services.
if City of Tucson determines that notification is required,the BA will supply City
of Tucson Compliance with the following information: •
(1)A brief description of what happened,including the date of the breach
and the date of the discovery of the breach,if known.
(2)A description of the types of unsecured protected health information that
were involved in the breach(such as full name,Social Security number,
date of birth,home address,account number,or disability code).
(3)A brief description of what the BA is doing to investigate the breach,to i
mitigate losses,and to protect against any further breaches.
•
•
dtns.us.52302308,02
C.Business Associate shall indemnify,hold harmless,and defend City of Tucson
from and against any penalties,loss,liability,damage,costs,or expenses,including
but not limited to reasonable attorneys'fees,arising from or pertaining to third-
party claims or actions arising from Business Associate's breach of this agreement
or the violation by Business Associate of any state or federal law applicable to the
use,disclosure or protection of personal information or PHI.
D.City of Tucson has the right,at any time,to monitor,audit,and review activities
and methods in implementing this Agreement in order to assure compliance
therewith,within the limits of Business Associate's technical capabilities.
C.Miscellaneous.
Section 13. Limitation on Liability. •
In no event will Business Associate be liable hereunder for any consequential, indirect,
exemplary, special,punitive or incidental damages, including any lost data,lost profits,and •
costs of procurement of substitute goods or services, arising from or relating to this
Agreement;however caused and under any theory of liability(including negligence),even
if Business Associate has been advised of the possibility of such damages.
Section 14.Termination.
Notwithstanding any provision to the contrary in the Underlying Contract(s), Covered
Entity may terminate its participation in the Underlying Contract(s) immediately upon
written notice to Business Associate without liability for such termination, in the event that
Covered Entity determines that Business Associate has violated a material provision of this
Agreement,
Section 15.De-identitied Health Information.
Business Associate may de-identify any and all PHI and may create a"Limited Data Set"
in accordance with 45 C.F.R. § 164.514(b)8t(e). Covered Entity acknowledges and agrees
that de-identified information is not PHI and that Business Associate may use such de-
identified information for any lawful purpose.Use or disclosure of a Limited Data Set must
comply with 45 CFR 164.514(e). •
Section 16.Third Party Beneficiaries.
Nothing in this Addendum is intended to create any third party beneficiaries, •
Section 17.Definitions.
Personal Information means an individual's first name or first initial and last name
in combination with any one or more of the following data elements,when either •
the name or the data elements are not encrypted:
(a)Social security number;
(b)Driver's license number or Arizona identification card number;or
ans.w.5280230*.02
•
(c)Account number or credit or debit card number,in combination with any
required security code, access code, or password that would permit access
to an individual's financial account.
Breach of the security of the system means unauthorized acquisition of
computerized data that compromises the security, confidentiality, or integrity of
personal information maintained by the agency.
All terms not otherwise defined herein shall be defined in accordance with 45 CFR Parts
160 and 164.
ZOLL Data Systems,Inc.
By:
G , 'O
ignature Position Date
Signature Position Date
•
•
dms.us.52802308.02
ZOLL Medical Corporation
Worldwide HeadQuarters
® 269 Mill Rd
ZOL1.
Chelmsford,Massachusetts 01824-4105
TO: Fountain Hills Fire Department (978)421-9655 Main
16426 E Palisades Boulevard (800)348-9011
Fountain Hills,AZ 85268 (978)421-0015 Customer Support
FEDERAL ID#:04-2711626
QUOTATION 293815 V:1
Attn: Jason Payne
DATE: December 11,2018
email: jpayne@fh.az.gov TERMS: Net 30 Days
Tel: 602-541-4742 Foe: Shipping Point
FREIGHT: Prepay and Add
I 'ITEM MODEL NUMBER DESCRIPTION QTY. UNIT PRICE DISC PRICE TOTAL PRICE
1 6 0 1- 2 2 3 1 0 1 1- 01 X Series®Manual Monitor/Defibrillator $14,995 3 $40,020.00 $28,434.00 $85,302.00 *
with 4 trace tri-mode display monitor/defibrillator/
printer,
comes with Real CPR Help®,advisory algorithm,
advanced communications package(Wi-Fi,Bluetooth,
USB cellular modem capable)USB data transfer
capable and large 6.5"(16.5cm)diagonal screen,
full 12 ECG lead view with both dynamic and static
12-lead mode display.
Accessories Included:
• MFC cable
• MFC CPR connector
• A/C power adapter/battery charger
• A/C power cord
• One(1)roll printer paper
• 6.6 Ah Li-ion battery
• Carry case
• Declaration of Conformity
• Operator's Manual
• Quick Reference Guide
•One(1)-year EMS warranty
Advanced Options:
Real CPR Help Expansion Pack $995
CPR Dashboard quantitive depth and rate in real
time,release indicator,interruption
timer,perfusion performance indicator(PPI)
•See-Thru CPR artifact filtering
To the extent that ZOLL and Customer,or Customer's Representative have negotiated and executed
overriding terms and conditions("Overriding T's&C's"),those terms and conditions would apply to this
quotation.In all other cases,this quote is made subject to ZOLL's Standard Commercial Terms and
Conditions("ZOLL T's&C's")which for capital equipment,accessories and consumables can be found at
http://www.zoll.com/GTC and for software products can be found at httn://www.zoll.com/SSPTC and for
hosted software products can be found at http://www.zoll.com/SSHTC. Except in the case of overriding
T's and C's,any Purchase Order("PO")issued in response to this quotation will be deemed to incorporate Barry Herbert
ZOLL T's&C's,and any other terms and conditions presented shall have no force or effect except to the Territory Manager
extent agreed in writing by ZOLL. 480 793 1388
1.DELIVERY WILL BE MADE 120-150 DAYS AFTER RECEIPT OF ACCEPTED PURCHASE ORDER.
2.PRICES QUOTED ARE VALID UNTIL DECEMBER 31,2018.
3.APPLICABLE TAX,SHIPPING&HANDLING WILL BE ADDED AT THE TIME OF INVOICING.
4.ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTABLE BY ZOLL.
5.FORWARD PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT
esalesto7zoll.com OR FAX TO 978-421-0015.
6 ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS.
7.PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com.
Page 1 of 4
ZOLL Medical Corporation
Worldwide HeadQuarters
® 269 Mill Rd
ZOLL
Chelmsford,Massachusetts 01824-4105
TO: Fountain Hills Fire Department (978)421-9655 Main
16426 E Palisades Boulevard (800)348-9011
Fountain Hills,AZ 85268 (978)421-0015 Customer Support
FEDERAL ID#:04-2711626
QUOTATION 293815 V:1
Attn: Jason Payne
DATE: December 11,2018
email: jpavnenfh.az.gov TERMS: Net 30 Days
Tel: 602-541-4742 FOB: Shipping Point
FREIGHT: Prepay and Add
ITEM MODEL NUMBER DESCRIPTION QTY. UNIT PRICE DISC PRICE TOTAL PRICE
ZOLL Noninvasive Pacing Technology: $2,550
Masimo Pulse Oximetry
SPO2&SpCO $4,540
•Signal Extraction Technology(SET)
• Rainbow SET(for SpCO&SpMet)
NIBP Welch Allyn includes: $3495
• Smartcuff 10 foot Dual Lumen hose
• SureBP Reusable Adult Medium Cuff
End Tidal Carbon Dioxide monitoring(ETCO2)
$4,995
Oridion Microstraam Technology:
Order required Microstream tubing sets separately
Interpretative 12-Lead ECG: $8,450
• 12-Lead one step ECG cable-includes 4-Lead
limb lead cable and
removable precordial 6-Lead set
2 8 3 0 0- 0 5 0 0- 01 SurePower 4 Bay Charging System including 4 2 $2,583.00 $1,808.10 $3,616.20 *
Battery Charging adapters
3 8 0 0 0- 0 5 8 0- 01 Six hour rechargeable Smart battery 6 $495.00 $346.50 $2,079.00 *
To the extent that ZOLL and Customer,or Customer's Representative have negotiated and executed
overriding terms and conditions("Overriding T's&C's"),those terms and conditions would apply to this
quotation.In all other cases,this quote is made subject to ZOLL's Standard Commercial Terms and
Conditions("ZOLL T's&C's")which for capital equipment,accessories and consumables can be found at
http://www.zoll.com/GTC and for software products can be found at http://www.zoll.com/SSPTC and for
hosted software products can be found at http://www.zoll.com/SSHTC. Except in the case of overriding
T's and C's,any Purchase Order("PO")issued in response to this quotation will be deemed to incorporate Barry Herbert
ZOLL T's&C's,and any other terms and conditions presented shall have no force or effect except to the Territory Manager
extent agreed in writing by ZOLL. 480-793-1388
1.DELIVERY WILL BE MADE 120-150 DAYS AFTER RECEIPT OF ACCEPTED PURCHASE ORDER.
2.PRICES QUOTED ARE VALID UNTIL DECEMBER 31,2018.
3.APPLICABLE TAX,SHIPPING&HANDLING WILL BE ADDED AT THE TIME OF INVOICING.
4.ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTABLE BY ZOLL.
5.FORWARD PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT
esales(a zoll.com OR FAX TO 978-421-0015.
6.ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS.
7.PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com.
Page 2 of 4
ZOLL® ZOLL Medical Corporation
Worldwide HeadQuarters
269 Mill Rd
Chelmsford,Massachusetts 01824-4105
TO: Fountain Hills Fire Department (978)421-9655 Main
16426 E Palisades Boulevard (800)348-9011
Fountain Hills,AZ 85268 (978)421-0015 Customer Support
FEDERAL ID#:04-2711626
QUOTATION 293815 V:1
Attn: Jason Payne
DATE: December 11,2018
email: jpavneelfh.az.gov TERMS: Net 30 Days
Tel: 602-541-4742 FOB: Shipping Point
FREIGHT: Prepay and Add
ITEM MODEL.NUMBER DESCRIPTION QTY. UNIT PRICE DISC PRICE TOTAL PRICE
4 8000- 0341 Sp02/SpCO/SpMet Rainbow Resuable Patient 3 $245.00 $171.50 $514.50 *
Cable:Connects to Single Use Sensors(4 ft)
5 8 0 0 0- 0 0 0 3 7 1 SpO2/SpCO/SpMet Rainbow DCI Adult Reusable 3 $845,00 $591.50 $1,774.50 *
Sensor with connector(3 ft)
6 8000- 0895 Cuff IQ with Welch Allyn Small Adult,Large Adult and 3 $157.50 $110.25 $330.75 **
Thigh Cuffs
7 8 0 0 9- 0020 CPR-D Padz and CPR Stat Padz Connector for R 3 $375.00 $262.50 Optional *
Series
8 8 3 0 0- 000676 OneStep Cable,X Series 3 $425 00 $297,50 $892.50 *
9 8 9 0 0- 0 0 0 2 2 0- 01 OneStep Pediatric CPR Electrode(8 per case) 1 $650.00 $445 00 $445.00 *
10 8 9 0 0- 0400 CPR stat padz HVP Multi-Function CPR Electrodes-8 1 $560,00 5392,00 $392.00 *
pair/case
11 8000- 0 0 0 5 3 5- 01 Multi-Tech Cell Modem,External Antenna Kit,CDMA 3 $895.00 $626.50 $1,879.50 **
(reference:9355-000384,MTC-EV3-B03-N3-ZOLL),
Loaner
(includes a no charge upgrade to 4G)
To the extent that ZOLL and Customer,or Customer's Representative have negotiated and executed
overriding terms and conditions("Overriding T's&C's"),those terms and conditions would apply to this
quotation.In all other cases,this quote is made subject to ZOLL's Standard Commercial Terms and
Conditions("ZOLL T's&C's")which for capital equipment,accessories and consumables can be found at
htto://www.zoll.com/GTC and for software products can be found at http://www.zoll.com/SSPTC and for
hosted software products can be found at http://www.zoll.com/SSIITC. Except in the case of overriding
T's and C's,any Purchase Order("PO")issued in response to this quotation will be deemed to incorporate Barry Herbert
ZOLL T's&C's,and any other terms and conditions presented shall have no force or effect except to the Territory Manager
extent agreed in writing by ZOLL. 480-793-1388
1.DELIVERY WILL BE MADE 120-150 DAYS AFTER RECEIPT OF ACCEPTED PURCHASE ORDER.
2.PRICES QUOTED ARE VALID UNTIL DECEMBER 31,2018.
3.APPLICABLE TAX,SHIPPING&HANDLING WILL BE ADDED AT THE TIME OF INVOICING.
4.ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTABLE BY ZOLL.
5.FORWARD PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT
esales(c�zoll.com OR FAX TO 978-421-0015.
6.ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS.
7.PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com.
Page 3 of 4
ZOLL Medical Corporation
Worldwide HeadQuarters
ZOL ® 269 Mill Rd
Chelmsford,Massachusetts 01824-4105
TO: Fountain Hills Fire Department (978)421-9655 Main
16426 E Palisades Boulevard (800)348-9011
Fountain Hills,AZ 85268 (978)421-0015 Customer Support
FEDERAL ID#:04-2711626
QUOTATION 293815 V:1
Attn: Jason Payne
DATE: December 11,2018
email: jpavneelfh.az.gov TERMS: Net 30 Days
Tel: 602-541-4742 FOB: Shipping Point
FREIGHT: Prepay and Add
ITEM MODEL NUMBER DESCRIPTION QTY. UNIT PRICE DISC PRICE TOTAL PRICE
12 8 7 7 8- 0 1 0 6 3 Year Extended Warranty(at time of equipment sale) 3 $2,730.00 $2,730.00 $8,190.00
13 8 7 7 8- 01 1 6 3 Year,1 Preventative Maintenance(at time of 3 $690.00 $690.00 $2,070.00
equipment sale)
14 7 8 0 0- 0 2 1 4 MRX Biphasic w/Pacing,12 lead+3 parameters 3 ($4,500.00) ($13,500.00) ***
Trade-In
15 Estimated Sales Tax at 8.9% $8,653.11
*Reflects City of Tucson Contract Pricing.
**Reflects Discount Pricing.
***Trade-In Value valid if all equipment purchased is in
good operational and cosmetic condition,and
includes all standard accessories.
Customer assumes responsibility for
shipping trade-in equipment to ZOLL Chelmsford
within 60 days of receipt of new equipment.Customer
agrees to pay cash value for trade-in equipment not
shipped to ZOLL on a timely basis.
***Trade value guaranteed only through December 31,
2018.
To the extent that ZOLL and Customer,or Customer's Representative have negotiated and executed
overriding terms and conditions("Overriding T's&C's"),those terms and conditions would apply to this TOTAL $94,449.06
quotation.In all other cases,this quote is made subject to ZOLL's Standard Commercial Terms and
Conditions("ZOLL T's&C's")which for capital equipment,accessories and consumables can be found at
http://www.zoll.com/GTC and for software products can be found at http://www.zoll.com/SSPTC and for
hosted software products can be found at http://www.zoll.com/SSHTC. Except in the case of overriding
T's and C's,any Purchase Order("PO")issued in response to this quotation will be deemed to incorporate Barry Herbert
ZOLL T's&C's,and any other terms and conditions presented shall have no force or effect except to the Territory Manager
extent agreed in writing by ZOLL. 480 793 1388
1.DELIVERY WILL BE MADE 120-150 DAYS AFTER RECEIPT OF ACCEPTED PURCHASE ORDER.
2.PRICES QUOTED ARE VALID UNTIL DECEMBER 31,2018.
3.APPLICABLE TAX,SHIPPING&HANDLING WILL BE ADDED AT THE TIME OF INVOICING.
4.ALL PURCHASE ORDERS ARE SUBJECT TO CREDIT APPROVAL BEFORE ACCEPTABLE BY ZOLL.
5.FORWARD PURCHASE ORDER AND QUOTATION TO ZOLL CUSTOMER SUPPORT AT
esalesRzoll.com OR FAX TO 978-421-0015.
6.ALL DISCOUNTS OFF LIST PRICE ARE CONTINGENT UPON PAYMENT WITHIN AGREED UPON TERMS.
7.PLACE YOUR ACCESSORY ORDERS ONLINE BY VISITING www.zollwebstore.com.
Page 4 of 4