HomeMy WebLinkAboutStryker Sales, LLC/CFD/$27,000/LifePak 15 Preventative MaintenanceStryker Sales, LLC
Fire Department - 2021
CzKpoPcfsmboefsbu4;23qn-Nbs41-3132Appropriation #1120 43-515-01; P.O. #104991
Contract NotToExceed $27,000.00
AGREEMENT FOR PURCHASE OF SERVICES
THIS AGREEMENT FOR PURCHASE OF SERVICES ("Agreement") is hereby entered into byand between the
City of Carmel, Indiana, acting by and through itsBoard of Public Works and Safety ("City"),and Stryker Sales, LLC,
through its Medical Division, anentity duly authorized to dobusiness inthe State ofIndiana ("Vendor").
TERMS AND CONDITIONS
1. ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of
sameconstitutesitsacceptanceofalloftheAgreement'stermsandconditions.
2. PERFORMANCE:
City agrees to purchase the services (the "Services") from Vendor using City budget appropriationnumber
1120 43-515.01 funds. Vendor agrees to provide the Services andtootherwise perform the requirements of this
Agreement by applying at all times the highest technical and industry standards.
3. PRICE AND PAYMENT TERMS:
3.1 Vendor estimates that the total price for the Services to be provided to City hereunder shall be no
more than Twenty SevenThousand Dollars ($27,000.00) (the "Estimate"). Vendor shallsubmit an invoice
to City as provided inVendor’sProposal attached as Exhibit A (Proposal #210201095500) (the
Proposal”) City shall pay Vendor for such Goods and Services within thirty-five (35) days after the date
ofCity'sreceiptofVendor'sinvoicedetailingsame,solongasandto the extent such Goodsand
Servicesare not disputed, are in conformance with the specifications set forth in the Proposal, are
submitted onan invoice that contains the information contained on attached Exhibit B, and Vendor
is not then inbreach of any of the terms and conditions ofthisAgreement.
3.2 Vendor agrees not toprovide any Services to City that would cause the total cost oftheServices provided
by Vendor toCity hereunder to exceed the Estimate, unless City haspreviously agreed, inwriting, topay
anamount inexcess thereof.
4. SERVICE PLAN WARRANTY AND LIMITATIONS:
Vendor represents and warrants that the Services shall be performed in a workmanlike manner and with
professional diligence and skill. Services will materially comply with all applicable laws and regulations. During the
term of the Service Plan, Vendor will maintain the Equipment ingood working condition. Notwithstanding any other
provision of this Agreement, the Service Plan does not include repairs or other services made necessary by or
related to, the following: (a) abnormal wear ordamage caused by misuse orby failure to perform normal and
routine maintenance, as set out in the Vendor maintenance manual or operating instructions; (b) accidents; (c)
catastrophe; (d) acts of god; (e) any malfunction resulting from faulty maintenance, improper repair, damage
and/or alteration bynon-Vendor authorized personnel; (f) Equipment on which any original serial numbers or other
identification marks have been removed or destroyed; or (g) Equipment that has been repaired with any
unauthorized or non-Vendor parts/components. In addition, in order to ensure safe operation of the Equipment,
only Vendor accessories should be used. Vendor reserves the right to invalidate the Service Plan ifEquipment is
used with accessories not manufactured byVendor.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE EXPRESS WARRANTIES SET FORTH INTHIS
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DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD
Stryker Sales, LLC
Fire Department - 2021
Appropriation #1120 43-515-01; P.O. #104991
Contract NotToExceed $27,000.00
SECTION ARE THE ONLY WARRANTIES APPLICABLE TO THE SERVICES AND ARE EXPRESSLY INLIEU
OF ANY OTHER WARRANTY BY VENDOR, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR
PURPOSE.
5. TIME AND PERFORMANCE:
This Agreement shall become effective asof the last date on which a party hereto executes same ("Effective
Date"), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the
essence ofthisAgreement.
6. DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly furnishto City, in such formand detail asCity may reasonably direct,
a list of all chemicals, materials, substances and items used in or during the provision of the Services
provided hereunder, including the quantity, quality and concentration thereof and any other information
relating thereto. At the time of the delivery of the Services provided hereunder, Vendor agrees to furnish to City
sufficient written warning and notice (including appropriate labels on containers and packing) ofanyhazardous
material utilized inor that is apart ofthe Goods and Services.
7. LIENS:
Vendor shall not cause or permit the filing of any lien on any of City'sproperty. In the eventany suchlien isfiled
and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding, City shall
have the right to pay such lien or obtain such bond, all atVendor's sole cost and expense.
8. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement, including Vendor's warranties, and fails to cure such repudiation, breach or default within five (5)
business days after City has provided Vendor with written notice describing the nature thereof in reasonable detail;
b) fails to provide the Goods and Services as specified hereinand such failure shall remain uncured five (5)
business days after City has provided Vendor with written notice describing the nature thereof in reasonable detail
or (c) becomes insolvent, is placed into receivership, makes a general assignment for the benefit ofcreditorsor
dissolves, each such event constituting an event of default hereunder, City shall have the right to
1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights
andremedies available toCity atlawand/orinequity.
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer
licensed todo business in the State of Indiana, such insurance as is necessary for the protection of City and
Vendor from all claims for damages under any workers' compensation, occupational disease and/or
unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness,
disease or death of or to any of Vendor's agents, officers, employees, contractors and subcontractors; and, for
any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The
coverage amounts shall be those amounts set forth in attached Exhibit C. Vendor shall cause its insurers to
name City as anadditional insured on allsuch insurance policies, and shall provide that such insurance coverage
shall not becanceled without thirty (30) days prior notice to City.
Vendor shall indemnify and hold harmless City from any loss or damage brought bya third party which City
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Stryker Sales, LLC
Fire Department - 2021
Appropriation #1120 43-515-01; P.O. #104991
Contract NotToExceed $27,000.00
may suffer directly as aresult ofthe negligence, willful misconductor violation of applicable federal, state
and local laws by Vendor or its employees or agents in the course of providing Services. The foregoing
indemnification will not apply to any liability arising from: (a) an injury or damage due to the negligence of
any person other than Vendor’semployee or agent; (b) the failure of any person other than Vendor’s
employee or agent to follow any instructions outlined inthe labeling, manual, and/or instructions for use of
the Equipment; (c) the use of any equipment or part not purchased from Vendor or any equipment or any
part thereof that has been modified, altered orrepaired by any person other than Vendor’semployee or
agent; or (d) any actions taken or omissions made by any Vendor employee while under the direction or
control of City’sstaff. To the extent permitted by state orlocal laws or regulations, City agrees to hold
Vendor harmless from and indemnify Vendor for any claims or losses orinjuries arising from (a)-(d) above
resulting from City’sor its employees’ oragents’ actions.
10.GOVERNMENTCOMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes
which may be applicable to Vendor'sperformance of its obligations under this Agreement, and all relevant
provisions thereof are incorporated herein by this reference.
11. NONDISCRIMINATION:
Vendor represents and warrants that it and all ofits officers, employees, agents, contractors and
subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting
discrimination against any employee, applicant for employment or other person in the provision ofany Goodsand
Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of
employment and any other matter related totheir employment orsubcontracting, because of race, religion, color,
sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status.
12. E-VERIFY:
Pursuant to I.C. § 22-5-1.7 etseq., as the same may be amended from time to time, and as is incorporated herein
by this reference (the "Indiana E-Verify Law"), Vendor is required to enroll in and verify the work eligibility
status of its newly-hired employees using the E-Verify program, and to execute the Affidavit attached herein
as Exhibit D, affirmingthat it is enrolled and participatingin the E-verifyprogramand doesnot knowingly employ
unauthorized aliens. In support of the Affidavit, Vendor shall provide the City withdocumentation indicating
that it has enrolled and is participating in the E-Verify program. Should Vendor subcontract for the
performance of any work under and pursuant to this Agreement, it shall fully comply with the Indiana E-
Verify Law as regards each such subcontractor. Should the Vendor or any subcontractor violate the Indiana
E-Verify law, the City may require a cure of such violation and thereafter, if no timely cure is performed,
terminate this Agreement in accordance with either the provisions hereof or those setforth in the Indiana E-
Verify Law. The requirements of this paragraph shall not apply should the E- Verify program cease toexist.
13. NO IMPLIED WAIVER:
The failure of either party to requireperformance by the other of any provision of this Agreement shall notaffect
the right of such party to require such performance at any time thereafter, nor shall the waiver by anyparty of a
breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or
anyother provision hereof.
14. NON-ASSIGNMENT:
Vendor shall not assign or pledge this Agreement, whether as collateral for a loan orotherwise, and shall not
delegate itsobligations under this Agreement without City'sprior written consent, except that Vendor may assign
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Stryker Sales, LLC
Fire Department - 2021
Appropriation #1120 43-515-01; P.O. #104991
Contract NotToExceed $27,000.00
this Agreement to any parent, subsidiary oraffiliate.
15. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any
ofits officers, employees, contractors, subcontractors and agents are employees of City. The contract priceset
forth herein shall be the full and maximum compensation and monies required of City to be paid toVendor
under orpursuant tothisAgreement
16. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed inaccordance with and governed bythe laws of the State of Indiana,
except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they
waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County,
Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same.
17. SEVERABILITY:
Ifany term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order
orother rule oflaw, such term shall be deemed reformed or deleted, but only tothe extent necessary to comply
with same, and the remaining provisions of this Agreement shall remain in full force and effect.
18. NOTICE:
Any notice provided for in this Agreement will be sufficient ifit is in writing and is delivered by postage
prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified
herein:
Ifto City City ofCarmel AND City ofCarmel
Two Civic Square Department ofLaw
Carmel, Indiana 46032 One Civic Square
Carmel, Indiana 46032
If to Vendor: Stryker Sales, LLC
Medical Division
Attn: Legal Counsel
3800 E. Centre Avenue
Portage, Michigan 49002
Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given orally,
as long as written noticeis then provided as set forth hereinabove within five (5) business days fromthedate
ofsuchoral notice.
19. TERMINATION:
19.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to
Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by
Vendor which remains uncured five (5) business days after City has provided Vendor with written
notice describing the nature of such default in reasonable detail and/orif sufficient funds are not
appropriated orencumbered to pay for the Goods and Services tobe provided hereunder. In the
event of such termination, Vendor shall be entitled to receive only payment for the undisputed
invoice amount representing conforming Goods and Services delivered as of the date of termination,
except that such payment amount shall not exceed the Estimate amount ineffect at the time of
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DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD
Stryker Sales, LLC
Fire Department - 2021
Appropriation #1120 43-515-01; P.O. #104991
Contract NotToExceed $27,000.00
termination, unless the parties have previously agreed inwritingtoagreateramount.
19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. Inthe
event of such termination, Vendor shall be entitled to receive only payment for the undisputed
invoice amount of conforming Goods and Services delivered asof the date of termination, except
that such payment amount shall not exceed the Estimate amount ineffect at the time of termination,
unlessthepartieshavepreviouslyagreedin writingtoagreateramount.
19.3 The City may terminate this Agreement pursuant to Paragraph11hereof,as appropriate.
20. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the persons
executingthisAgreementhavetheauthoritytobindthepartywhichtheyrepresent.
21. ADDITIONAL SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide additional services
to City. When City desires additional services from Vendor, the City shall notify Vendor of such additional
services desired, as well as the time frame in which same are to be provided. Only after City has approved
Vendor'stime and cost estimate for the provision ofsuch additional services, has encumbered sufficient
monies to pay for same, and has authorized Vendor, inwriting, to provide such additional services, shall such
services beprovided byVendor to City. A copy of the City's authorization documents for the purchase of
additional services shall benumbered and attached hereto inthe order inwhich they are approved byCity.
22. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19
hereinabove, this Agreement shall be in effect from the Effective Date of May 1, 2021, as outlined on Exhibit A
Proposal #210201095500) through April 30, 2022.
23. HEADINGS
All heading and sections ofthis Agreement are inserted for convenience only and do not form a part of this
Agreement nor limit, expand or otherwise alter the meaning ofany provision hereof.
24. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations set
forth inAgreement.
25. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights orbenefits to anyone other than City and Vendor.
26. DEBARMENT AND SUSPENSION
26.1 The Vendor certifies by entering into this Agreement that neither it nor its principals nor any of its
subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible orvoluntarily
excluded from entering into this Agreement byany federal agency or by any department, agency or political
subdivision of the State of Indiana. The term "principal" for purposes of this Agreement means an officer,
director, owner, partner, key employee or other person with primary management or supervisory
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DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD
Stryker Sales, LLC
Fire Department - 2021
Appropriation #1120 43-515-01; P.O. #104991
Contract NotToExceed $27,000.00
responsibilities, ora person who has a critical influence on orsubstantive control over the operations of the
Vendor.
26.2 The Vendor certifies that it has verified the state and federal suspension and debarment status for all
subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment,
penalties or costs that might arise from use of a suspended or debarred subcontractor. The Vendor shall
immediately notify the City if any subcontractor becomes debarred orsuspended, and shall, at the City's
request, take all steps required by the City to terminate its contractual relationship with the subcontractor forwork
tobeperformed under thisAgreement.
27. IRAN CERTIFICATION
Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this Agreement, itdoes not engage in
investment activities within theCountry ofIran.
28. ADVICE OFCOUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same
freely, voluntarily, and without anyduress, undue influence orcoercion.
29. ENTIRE AGREEMENT:
This Agreement, together with the Addendum to Terms and Conditions, and any exhibits attached hereto
or referenced herein, constitutes the entire agreement between Vendor and City with respect to the subject
matter hereof, and supersedes all prior oralor written representations and agreements regarding same.
Notwithstanding any other term or condition set forth herein, but subject toparagraph 16 hereof, to the extent any
term or condition contained in any exhibit attached tothis Agreement or in any document referenced herein
conflicts with any term or condition contained in this Agreement, the term or condition contained in this
Agreement shall govern and prevail. This Agreement may only be modified by written amendment executed
by both parties hereto, or their successors ininterest.
SIGNATURES ON FOLLOWING PAGE
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DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD
Stryker Sales, LLC
Fire Department - 2021
Appropriation #1120 43-515-01; P.O. #104991
Contract NotToExceed $27,000.00
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement asfollows:
CITY OF CARMEL, INDIANAStryker Sales, LLC, through its Medical
DivisionbyandthroughitsBoardofPublic
Works andSafety
By:
By:
JamesBrainard,PresidingOfficer AuthorizedSignature
Date:
Tom Tackabury
Printed Name
Mary Ann Burke, Member
Date: Sr. Sales Manager, ProCare
Title
FID/TIN: 38-2902424LoriS. Watson, Member
Date:
Last Four of SSN if Sole Proprietor: N/A
ATTEST:
30Date: March _____, 2021
Sue Wolfgang, Clerk
Date
See attached ADDENDUM TO AGREEMENT-STRYKER ProCare
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DocuSign Envelope ID: E19FA940-71C4-4822-AD9E-F8D3332955FD
4/7/2021
4/7/2021
4/7/2021
4/7/2021
Sales Rep Name:Amanda Ogrady3800 E. Centre Ave
ProCare Service Rep:Zach FluhrPortage, MI 49009
Date:2/1/2021
ID #:210201095500
Name: Billing Acc Num:Jon Alverson
Shipping Acct Num: 1066238Title:
Account Name CARMEL FIRE EMSPhone:(317) 571-2600
Account Address2 CIVIC SQEmail:jalverson@carmel.in.gov
City, State ZipCARMEL, IN 46032
Item Model Model DescriptionProCare ProgramQtyYrsAnnual PriceTotal
No.Number
1LP15LifePak 15LP15 Prevent Onsite151$27,000.00$27,000.00
capnography readings (if present)
time of annual inspection.
Onsite Repairs or Depot Depending on Agreement) **
Unless otherwise stated on contract, payment is expected upfront.ProCare Total$27,000.00
27,000.00
Start Date:5/1/2021
End Date:4/30/2022
Stryker SignatureDateCustomer SignatureDate
The Terms and Conditions of this quote and any subsequent purchase order of the
Customer are governed by the Terms and Conditions located at
The terms and conditions referenced in the immediately preceding sentence do
not apply where Customer and Stryker are parties to a Master Service Agreement.
Purchase Order Number
COMMENTS:
Please email signed Proposal and Purchase Order to procarecoordinators@stryker.com.
All information contained within this quotation is considered confidential and proprietary and is not subject to public disclosure.
Quote pricing valid for 30 days.
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Item ModelSerial NumberProgramNo.
1LP1540344397LP15 Prevent Onsite
2LP1540344402LP15 Prevent Onsite
3LP1540346172LP15 Prevent Onsite
4LP1540344404LP15 Prevent Onsite
5LP1540344401LP15 Prevent Onsite
6LP1540344400LP15 Prevent Onsite
7LP1540346171LP15 Prevent Onsite
8LP1540344395LP15 Prevent Onsite
9LP1540346170LP15 Prevent Onsite
10LP1540335281LP15 Prevent Onsite
11LP1540336526LP15 Prevent Onsite
12LP1540342627LP15 Prevent Onsite
13LP1540342937LP15 Prevent Onsite
14LP1540344399LP15 Prevent Onsite
15LP1540344398LP15 Prevent Onsite
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Purchase Order Form
Account ManagerPurchase Order Date
Cell PhoneExpected Delivery Date
Stryker Quote Number210201095500
Check box ifBilling same asShipping
BILL TOCUSTOMER #SHIP TOCUSTOMER #
Billing Account Num0Shipping Account Num1066238
Company NameCompany NameCARMEL FIRE EMS
Contact or DepartmentContact or DepartmentJon Alverson
Street AddressStreet Address2 CIVIC SQ
Addt'lAddress LineAddt'lAddress Line
City, ST ZIPCity, ST ZIPCARMEL, IN 46032
PhonePhone(317) 571-2600
Authorized Customer InitialsAuthorized Customer Initials
DESCRIPTIONQTYTOTAL
REFERENCE QUOTE
Accounts Payable Contact Information
Name
Email
PhoneStryker Terms and Conditions
www.strykeremergencycare.com/terms
Authorized Customer Signature
Printed Name
Title
Signature
Date
AttachmentStryker Quote Number 210201095500
Sales orusetaxesondomestic (USA) deliveries willbeinvoiced inaddition tothepriceofthegoods and services ontheStryker Quote.
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AsofMarch2020
LIFEPAK® 15service
StrykerhasbeennotifiedbyourglobalpartsprovidersthatsomecomponentsusedoncertainLIFEPAK15monitor/defibrillatormodels (Part
NumbersbeginningwithV15-2) arenolongeravailableinthemarket. ServiceontheLIFEPAK15withPartNumberbeginningwithv15-5orv15-7
isunaffected.
Strykerwillcontinue toofferservicesupportforthissubsetoftheLIFEPAK15asfollows:
oIfacomponenthasfailedonyourdevice, yourlocalSalesRepresentativeshouldbecontactedforsupport
oStrykerwillcontinuetooffercontractualserviceonayearlybasisonly
oPreventivemaintenance willcontinuetobedoneondeviceslessthaneight (8) yearsold. Afterthispoint, wewillceaseto
conductpreventativemaintenanceandshifttodeviceinspections
oIfacomponentfailsonyourdevice, pleasecontactyourlocalSalesRepresentativeforsupport. Apro-ratedcreditforanypre-
paidservicewillbeprovided shouldaunitbecomenon-serviceable duetopartavailability
ItisimportanttonotethattheLIFEPAK15hasanexpectedlifeofeight (8) yearsfromthedateofmanufacture. Ifyouareuncertainofthe
manufacturedateofyourproducts, pleasecontactyourlocalSalesRepresentativeforafullfleetassessment.
Wewanttoensurethehighestqualityproductsandservicesforourcustomers. Assuch, itisimportanttoknowthatStrykeristheonlyFDA-
approvedserviceproviderforourproducts. Wedonotcontractwiththirdpartyserviceproviders, norwillwebeprovidingthemwithany
additional partsfortheserepairs. Assuch, wecannotguaranteethesafetyandefficacyofanydevicethatisrepairedbyathird-partyservice
agency.
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This Addendum, together with the Agreement for Purchase of Services setsforththe entire Product
Service Plan Agreement between Stryker Sales, LLC, through its Medical
Division, hereinafter referred to as "Vendor", and the City of Carmel, Indiana named on the face
of the ProCare Proposal, hereinafter, referred to as the "City". This Addendum and the
Agreement for Purchase represents the entire Agreement andnoother oral modifications are
valid. This Agreement shall remain in effect unless canceled or modified by either party
according to the following terms and conditions. Vendor accepts City
conditioned onCityCity
acceptance of any portion of the services shall confirm City
Unless specified otherwise herein, these terms constitute the complete agreement between
the parties. Amendments to this document shall be in writing and no prior or subsequent
acceptance by Vendor of any purchase order, acknowledgment, or other document from City
specifying different and/or additional terms shall be effective unless signed by both parties.
1. SERVICECOVERAGE ANDTERM
Vendor shall provide to City
under said Service Plan is set forth on the Equipment Schedule attached to the Proposal (the
substitute for the requirements of City to adhere to the routine maintenance instructions
provided by Vendor, its equipment and operations manuals, and accompanying labels and/or
inserts for the Equipment. City covenants and agrees that its personnel will follow the
instructions and contents of those manuals, labels and inserts. When Equipment or a
component is replaced, the item provided inreplacement will be theCityy (if City
owns the Equipment) and the replaced item will be Vendor
coverage, term, start date, and price of the Services appear on the face of the ProCare
Proposal.
2. EQUIPMENTSCHEDULECHANGES
During the term of the Agreement, upon each written consent, additional Equipment
maybeadded to theEquipment Schedule. Alladditions aresubject tothe terms and conditions
contained herein. The parties shall mutually agree that Vendor shall adjust the charges and
modify the Equipment Schedule toreflect any additions.
3. INSPECTIONSCHEDULING
Service inspections will be scheduled in advance at a mutually agreed upon time. Equipment
not made available at the specified time will be serviced at the next scheduled service
inspection unless specific arrangements are made with Vendor. Such arrangements will
include travel and other special charges atVendor
4. INSPECTIONACTIVITY
On each scheduled service inspection, Vendor Service Representative will inspect each
available item of Equipment as required in accordance with Vendor then current
maintenance procedures forsaid Equipment.
5. CITYOBLIGATIONS
City shall use commercially reasonable efforts tocooperate with Vendor in connection with
VendorCity understands and acknowledges that Vendor
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Service Representatives will not provide surgical or medical advice, will not practice surgery
or medicine, will not come in physical contact with the patient, will not enter the
atany time, and will not direct equipment or instruments that come incontact with the patient
during surgery. CityVendor Service Representatives
to take any actions in violation of these requirements or in violation of applicable laws, rules
or regulations, City Vendor Service
Representatives to engage in such activities shall not be a breach of this Agreement. City
consents to the presence of Vendor Service Representatives in its operating rooms, where
applicable, to allow Vendor toprovide Services under this Agreement and represents that it
will obtain all necessary consents from patients.
6. PRICECHANGES
The Service prices specified herein are those in effect as of the date of acceptance of this
Agreement and will continue in effect throughout the term of the Service Plan.
7. INITIALINSPECTION
This Agreement shall be applicable only to such Equipment as listed in the Equipment
Schedule, which has been determined by aVendor
condition upon his/her initial inspection thereof.
8. MAINTENANCEINSPECTION
THIS AGREEMENT MAY INCLUDE PRODUCTS WHICH ARE BEYOND THEIR
WARRANTY PERIOD AND TESTED EXPECTED SERVICE LIFE. ANY SUCH PRODUCT
WILL BE INSPECTED SOLELY TO DETERMINE IF THE PRODUCT MEETS THE
OPERATIONS AND MAINTENANCE MANUAL GUIDELINES FOR THAT PARTICULAR
PRODUCT AS OF THE DATE OF INSPECTION. DESPITE ANY SUCH INSPECTION,
VENDOR MAKES NO CLAIMS OR ASSURANCES AS TO FUTURE PERFORMANCE,
INCLUDING NO EXPRESS OR IMPLIED WARRANTY, FOR ANY PRODUCT WHICH WAS
INSPECTED OUTSIDE OF ITS WARRANTY PERIOD OR BEYOND ITS TESTED
EXPECTED SERVICE LIFE.
9. WAIVEREXCLUSIONS
No failure to exercise and no delay by Vendor in exercising any right, power or privilege
hereunder shall operate as a waiver thereof. No waiver of any breach of any provision by
Vendorshall be deemed to be awaiver by Vendorof any preceding or succeeding breach of
the same or any other provision. No extension of time by Vendor for performance of any
obligations or other acts hereunder or under any other agreement shall be deemed to be an
extension of time for performances of any other obligations or any other acts by Vendor.
10. LIMITATIONOFLIABILITY
IN NO INSTANCE WILL VENDOR BE LIABLE TO CITY FOR INCIDENTAL, PUNITIVE,
SPECIAL, COVER, EXEMPLARY, MULTIPLIED OR CONSEQUENTIAL DAMAGES OR
AGREEMENT.
11. FORCEMAJEURE
Except for City
neither party to this Agreement will be liable for any delay or failure of performance that is the
result of any happening or event that could not reasonably have been avoided or that is
otherwise beyond its control, provided that the party hindered or delayed immediately notifies
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the other party describing the circumstances causing delay. Such happenings or events will
include, but not be limited to, terrorism, acts of war, riots, civil disorder, rebellions, fire, flood,
earthquake, explosion, action ofthe elements, acts of God, epidemic, pandemic, inability to
obtain or shortage of material, parts, equipment or transportation, governmental orders,
restrictions, priorities or rationing, accidents and strikes, lockouts or other labor trouble or
shortage.
12. WARRANTYOFNON-EXCLUSION
Each party represents and warrants that as of the Effective Date, neither it nor any of its
employees, are or have been excluded terminated, suspended, or debarred from a federal or
state health care program or from participation inany federal or state procurement or non-
procurement programs. Each party further represents that no final adverse action by the
federal or state government has occurred or is pending or threatened against the party, its
affiliates, or, to its knowledge, against any employee. Each party also represents that if during
the term of this Agreement it, or any of its employees becomes so excluded, terminated,
suspended, or debarred from a federal or state health care program or from participation in
any federal or state procurement or non-procurement programs, such will promptly notify the
other party. Each party retains the right to terminate or modify this Agreement in the event of
13. COMPLIANCE
Vendor, as supplier/servicer, hereby informs City ofCity
disclosures required by law or contract, including without limitation properly reporting and
appropriately reflecting actual prices paid for each item supplied hereunder net of any
discount (including rebates and credits, if any) applicable to such item on City
reports, and as otherwise required under the Federal Medicare and Medicaid Anti-Kickback
Statute and the regulations thereunder (42 CFR Part 1001.952(h)). Pricing under this
Agreement (and each Service Plan) may constitute discounts on the purchase of Services.
City represents that (i) it shall make all required cost reports, and (ii) it has the corporate
power and authority to make or cause such cost reports to be made. To the extent required
by law, City and Vendor agree to comply with the Omnibus Reconciliation Act of 1980 (P.L.
activities of Vendor hereunder, Vendor further specifically agrees that until the expiration of
four (4) years after furnishing Services pursuant to this Agreement, Vendor shall make
available, upon written request of the Secretary of the Department of Health and Human
Services, or upon request of the Comptroller General, or any of their duly authorized
representatives, this Agreement and the books, documents and records of Vendor that are
necessary to verify the nature and extent of the costs charged to City hereunder. Vendor
further agrees that if Vendor carries out any of the duties of this Agreement through a
subcontract with a value or cost of ten thousand dollars ($10,000) or more over a twelve (12)
month period, with a related organization, such subcontract shall contain a clause to the effect
that until the expiration of four (4) years after the furnishing of such services pursuant to such
subcontract, the related organization shall make available, upon written request to the
Secretary, or upon request to the Comptroller General, or any of their duly authorized
representatives the subcontract, and books and documents and records of such organization
that are necessary to verify the nature and extent of such costs. In performance of this
Agreement, Vendor shall also comply with all applicable state and federal regulations,
including but not limited to discrimination laws.
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The parties hereto (a) shall hold in confidence this Agreement and the terms and conditions
contained herein (including Services Plan pricing) and any information and materials which
are related tothe business of the other or are designated as proprietary or confidential, herein
or otherwise, or which a reasonable person would consider tobe proprietary or confidential
information; and (b) hereby covenant that they shall not disclose such information to any third
party without prior written authorization of the one to whom such information relates. The
rights and remedies available to a party hereunder shall not limit or preclude any other
available equitable or legal remedies.
15. HIPAA; DATA
a) Vendor City
by HIPAA (the Health Insurance Portability and Accountability Act of 1996 and 45 C.F.R.
parts 142 and 160-164, as amended). All medical information and/or data concerning
specific patients (including, but not limited to, the identity of the patients), derived
incidentally during the course of this Agreement, shall be treated by both parties as
confidential, and shall not be released, disclosed, or published to any party other than as
required or permitted under applicable laws.
b) City acknowledges and agrees that Vendor may use any data arising from or related to the
performance or use of the Equipment or Services.
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EXHIBIT C
Carmel, IN & Stryker Sales, LLC
INSURANCE COVERAGES
Worker'sCompensation & Disability Statutory Limits
Employer's Liability:
Bodily Injury byAccident/Disease: $600,000 disease each employee
750,000each accidentBodilyInjurybyAccident/Disease:
Bodily InjurybyAccident/Disease: $1,000,000disease policylimit
Commercial General Liability:
Property damage, contractual liability,
products-completed operations,
personal & advertising injury:
General Aggregate Limit (otherthan 1,000,000
Products/Completed Operations): 1,000,000
Products/CompletedOperations:
EachOccurrence Limit: $750,000
Fire Damage (any one fire): $750,000
Commercial AutomobilityLiability
owned, hired andnon-owned)
Combined SingleLimit: $1,000,000per accident
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Damesha Sheppard
Stryker Sales LLC
Procare Contract Coordinator
March31st 21
Damesha Sheppard
Damesha Sheppard
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