HomeMy WebLinkAboutStryker Sales, LLC/CFD/$464,726.80/New Cots, Stair Chairs, and Lucas DevicesStryker Sales LLC
Fire Department - 2025
Appropriation #1120 44-670.06 Fund; P.O. #114252
1
Contract Not To Exceed $464,726.80
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES (“Agreement”) is
hereby entered into by and between the City of Carmel, Indiana, acting by and through its Board
of Public Works and Safety (“City” or “Customer”), and Stryker Sales LLC, acting through its
Medical Division an entity duly authorized to do business in the State of Indiana (“Vendor” or
“Stryker”). City and Vendor are individually referred to herein as a “Party” and collectively referred
to as the “Parties.”
TERMS AND CONDITIONS
1. ACKNOWLEDGMENT, ACCEPTANCE:
Each Party acknowledges that it has read and understands this Agreement, and agrees
that its execution of same constitutes its acceptance of all of the Agreement’s terms and
conditions.
2. PERFORMANCE:
City agrees to purchase the goods and/or services (the “Goods and Services”) from Vendor
using City budget appropriation number 1120 44-670.06 Capital Lease fund. Vendor agrees
to sell the Goods and perform the Services and to otherwise perform the contractual
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 Goods and Services to be sold to City
hereunder shall be no more than Four Hundred Sixty-Four Thousand Seven
Hundred Twenty-Six Dollars and Eighty Cents ($464,726.80) (the “Estimate”).
Vendor shall submit an invoice to City no more than once every thirty (30) days
detailing the Goods and Services provided to City within such time period. City shall
pay Vendor for such Goods and Services within thirty-five (30) days after the date of
City’s receipt of Vendor's invoice detailing same, so long as and to the extent such
Goods and Services are not disputed, are in conformance with the specifications set
forth in Exhibit A, are submitted on an invoice that contains the information contained
on attached Exhibit B, and Vendor has otherwise performed and satisfied all the
terms and conditions of this Agreement. For clarity, City’s failure to provide purchase
orders as set forth herein may be deemed a material breach of this Agreement. If
City elects to pay an invoice with a credit card or corporate purchasing card, a three
percent (3%) surcharge may be applied to the invoice. If City wishes to dispute an
invoice or portion thereof, City must notify Vendor in writing within fifteen (15) days
of its receipt. The writing must provide sufficient detail regarding the basis and
amount of the dispute. If City does not dispute an invoice within fifteen (15) days of
its receipt of same, the invoice will be deemed to have been accepted by City.
3.2
Vendor agrees not to provide any Goods and Services to City that would cause the
total cost of the Goods and Services provided by Vendor to City hereunder to exceed
Stryker Sales LLC
Fire Department - 2025
Appropriation #1120 44-670.06 Fund; P.O. #114252
Contract Not To Exceed $464,726.80
2
the Estimate, unless City has previously agreed, in writing, to pay an amount in
excess thereof. All payments and any late payments fees shall be pursuant to
Indiana Prompt Payment Statute; Ind. Code 5-17-5 et al.
4. WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will
conform to those certain specifications, descriptions and/or quotations regarding same as
were provided to Vendor by City and/or by Vendor to and accepted by City, all of which
documents are incorporated herein by reference, and that the Goods and Services will be
delivered in a timely, good and workmanlike manner and free from defect. Vendor
acknowledges that it knows of City’s intended use and expressly warrants that the Goods
and Services provided to City pursuant to this Agreement have been selected by Vendor
based upon City’s stated use and are fit and sufficient for their particular purpose.
Any other warranties provided by Vendor with respect to a given Good(s) are as described
in the labeling accompanying units of that Product on purchase.
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of 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.
6. DISCLOSURE AND WARNINGS:
If reasonably requested by City, Vendor shall promptly furnish to City, in such form and
detail as City may direct, a list of all chemicals, materials, substances and items used in or
during the provision of the Goods and Services provided hereunder, including the quantity,
quality and concentration thereof and any other information relating thereto. At the time of
the delivery of the Goods and Services provided hereunder, Vendor agrees to furnish to
City sufficient written warning and notice (including appropriate labels on containers and
packing) of any hazardous material utilized in or that is a part of the Goods and Services.
7. LIENS:
Vendor shall not cause or permit the filing of any lien on any of City’s property. In the event
any such lien is filed and Vendor fails to remove such lien within ten (10) business days
after the filing thereof, by payment or bonding, City shall have the right to pay such lien or
obtain such bond, all at Vendor’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; (b) fails to deliver or perform
the Goods and Services as specified herein; (c) fails to make progress so as to endanger
timely and proper provision of the Goods and Services and does not correct such failure or
breach within fourteen (14) calendar days (or such shorter period of time as is commercially
reasonable under the circumstances) after receipt of notice from City specifying such failure
or breach; or (d) becomes insolvent, is placed into receivership, makes a general
assignment for the benefit of creditors or dissolves, each such event constituting an event
of default hereunder, City shall have the right to (1) terminate all or any parts of this
Stryker Sales LLC
Fire Department - 2025
Appropriation #1120 44-670.06 Fund; P.O. #114252
Contract Not To Exceed $464,726.80
3
Agreement, without liability to Vendor; and (2) exercise all other rights and remedies
available to City at law and/or in equity.
9. INSURANCE, INDEMNIFICATION, AND LIMITATION OF LIABILITY:
Vendor shall procure and maintain in full force and effect during the term of this Agreement,
with an insurer authorized to do business in the State of Indiana, the types and limit of
insurance set forth in attached Exhibit C, to protect City, as required under this Agreement,
and Vendor from claims for which the Vendor is liable for damages (a) under any applicable
workers’ compensation and/or occupational disease; (b) 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 (c) for any injury to or destruction
of property, including, but not limited to, any loss of use resulting therefrom. The required
coverage amounts shall be those amounts set forth in attached Exhibit C. The required
commercial general liability and commercial automobile liability insurance policies shall
include City as an additional insured with respect to the liability vicariously imposed on City
as a result of Vendor’s negligent performance under this Agreement. Vendor shall promptly
provide City, upon request, certificates of insurance evidencing such required coverages,
and evidencing that Vendor shall provide City with at least thirty (30) days prior notice if
such insurance policies are to be canceled. Notwithstanding any other insurance
requirements within this Agreement to the contrary, to the extent allowed by applicable law
or regulation, Vendor shall be permitted to comply with these insurance requirements
through a program of self-insurance.
Vendor shall indemnify, defend, and hold harmless City and its officers, officials, agents
and employees from all claims and suits of whatever type, from and against any and all
liabilities, claims, demands or expenses, brought by a third party (including, but not limited
to, reasonable attorney fees incurred before Vendor assumes the defense of a third party
claim) for all claims and suits of whatever type, including injury, death and/or damages to
any person or property, arising directly from (a) a defect in workmanship or design of the
Good(s), (b) the negligence act or omission or willful misconduct of Vendor, including its
agents, officers, employees, contractors or subcontractors while performing under this
Agreement, or (c) Vendor’s violation of any federal, state and local laws, executive orders,
rules, regulations and codes which may be applicable to Vendor’s performance of its
obligations under this Agreement. This indemnification does not apply to liability and/or
damages arising from: (a) the negligence of any person other than an employee or agent
of Vendor; (b) the failure of any person other than an employee or agent of Vendor to follow
any labeling, manuals and/or instructions for use of the Good(s); or (c) the use of any
product not purchased from Vendor, or Good(s) that has been modified, altered,
reprocessed, or repaired by any person other than an employee or agent of Vendor. Vendor
will have no liability hereunder unless it is notified promptly of any such claim and given
control of the defense and settlement thereof. These indemnification obligations shall
survive the termination of this Agreement.
EXCEPT FOR VENDOR’S INDEMNIFICATION OBLIGATIONS SET FORTH ABOVE, IN
NO INSTANCE WILL VENDOR BE LIABLE TO CITY FOR INCIDENTAL, PUNITIVE,
SPECIAL, COVER, EXEMPLARY,
Stryker Sales LLC
Fire Department - 2025
Appropriation #1120 44-670.06 Fund; P.O. #114252
Contract Not To Exceed $464,726.80
4
MULTIPLIED OR CONSEQUENTIAL DAMAGES OR ATTORNEYS’ FEES OR COSTS,
UNLESS PRIOR TO VENDOR ASSUMING THE DEFENSE OF A THIRD PART CLAIM,
FOR ANY ACTIONS UNDER OR RELATED TO THIS AGREEMENT.
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules,
regulations and codes which may be applicable to Vendor’s performance 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 of its 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 of any Goods and Services provided by this Agreement with respect
to their hire, tenure, terms, conditions and privileges of employment and any other matter
related to their employment or subcontracting, 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 et seq., 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, affirming that it is
enrolled and participating in the E-Verify program and does not knowingly employ
unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with
documentation 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 set forth
in the Indiana E- Verify Law. The requirements of this paragraph shall not apply should the
E-Verify program cease to exist.
13. NO IMPLIED WAIVER:
The failure of either Party to require performance by the other of any provision of this
Agreement shall not affect the right of such Party to require such performance at any time
thereafter, nor shall the waiver by any Party of a breach of any provision of this Agreement
constitute a waiver of any succeeding breach of the same or any other provision hereof.
14. NON-ASSIGNMENT:
Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or
otherwise, and shall not delegate its obligations under this Agreement without City’s prior
written consent. Notwithstanding the foregoing, Vendor shall have the right to assign this
Stryker Sales LLC
Fire Department - 2025
Appropriation #1120 44-670.06 Fund; P.O. #114252
Contract Not To Exceed $464,726.80
5
Agreement or any rights under or interests hereunder to any parent, subsidiary, or affiliate
of Vendor, without the written consent of the City.
15. RELATIONSHIP OF PARTIES:
The relationship of the Parties hereto shall be as provided for in this Agreement, and neither
Vendor nor any of its officers, employees, contractors, subcontractors and agents are
employees of City. The contract price set forth herein shall be the full and maximum
compensation and monies required of City to be paid to Vendor under or pursuant to this
Agreement.
16. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the 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 Indiana Federal court in Indiana only, and agree that such court
is the appropriate venue for and has jurisdiction over same.
17. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation,
ordinance, executive order or other rule of law, such term shall be deemed reformed or
deleted, but only to the 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 if it 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:
If to City: City of Carmel
Fire Department
210 Veterans Way
Carmel, Indiana
46032
AND City of Carmel
Office of Corporation
Counsel
One Civic Square
Carmel, Indiana 46032
If to Vendor: Stryker Sales LLC
11811 Willows
RD, NE
Redmond, WA
98052
Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be
effective if given orally, as long as written notice is then provided as set forth hereinabove
within five (5) business days from the date of such oral 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 and/or if sufficient funds are not appropriated or
encumbered to pay for the Goods and Services to be provided hereunder. In the
event of such termination, Vendor shall be entitled to receive only payment for the
Stryker Sales LLC
Fire Department - 2025
Appropriation #1120 44-670.06 Fund; P.O. #114252
Contract Not To Exceed $464,726.80
6
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 in effect at the time of termination, unless the Parties have
previously agreed in writing to a greater amount. Notwithstanding the foregoing,
should Vendor received any Good(s) which totals exceed the Estimate amount, the
City agrees to either pay for the Good(s) received or ship the Good(s) back to Vendor
at Vendor's expense. Additionally, Vendor may, upon notice to City, immediately
terminate this Agreement for cause, in the event of a default hereunder by City.
19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to
Vendor. In the event of such termination, Vendor shall be entitled to receive only
payment for the undisputed invoice amount of conforming Goods and Services
delivered as of the date of termination, except that such payment amount shall not
exceed the Estimate amount in effect at the time of termination, unless the parties
have previously agreed in writing to a greater amount. Notwithstanding the
foregoing, should City receive any Good(s) which totals exceed the Estimate
amount, the City agrees to either pay for the Good(s) received or ship the Good(s)
back to Vendor at Vendor's expense.
19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as
appropriate.
20. REPRESENTATIONS AND WARRANTIES:
The Parties represent and warrant that they are authorized to enter into this Agreement
and that the persons executing this Agreement have the authority to bind the Party which
they represent.
21. ADDITIONAL GOODS AND SERVICES:
Vendor understands and agrees that City may, from time to time, ask Vendor to sell
additional goods and perform additional services to City. When City desires additional
goods and services from Vendor, the City shall notify Vendor of such additional goods and
services desired, as well as the time frame in which same are to be provided. Only after
City has approved Vendor’s time and cost estimate for the provision of such additional
goods and services, has encumbered sufficient monies to pay for same, and has authorized
Vendor, in writing, to provide such additional goods and services, shall such goods and
services be provided by Vendor to City. A copy of the City’s authorization documents for
the purchase of additional goods and services shall be numbered and attached hereto in
the order in which they are approved by City.
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
through the satisfactory completion of services and/or delivery and acceptance of goods
contracted for herein.
23. HEADINGS:
Stryker Sales LLC
Fire Department - 2025
Appropriation #1120 44-670.06 Fund; P.O. #114252
Contract Not To Exceed $464,726.80
7
All heading and sections of this Agreement are inserted for convenience only and do not
form a part of this Agreement nor limit, expand or otherwise alter the meaning of any
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 in Agreement.
25. NO THIRD PARTY BENEFICIARIES:
This Agreement gives no rights or benefits to anyone other than City and Vendor.
26. DEBARMENT AND SUSPENSION:
26.1 As of the Effective Date of this Agreement, to the best of Vendor’s knowledge, 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 or voluntarily excluded from entering into this
Agreement by any 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 responsibilities, or a person who has a
critical influence on or substantive 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 or suspended, and shall, at
the City’s request, take all steps required by the City to terminate its contractual
relationship with the subcontractor for work to be performed under this Agreement.
27. IRAN CERTIFICATION:
Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this Agreement, it does
not currently engage in investment activities within the Country of Iran.
28. ADVICE OF COUNSEL:
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 any duress, undue
influence or coercion.
29. FORCE MAJEURE:
No Party shall be liable for failure of or delay in performing obligations set forth in this
Agreement, and no Party shall be deemed in breach of its obligations if such failure or delay is
due to natural disasters or any causes reasonably beyond the control of such Party.
Stryker Sales LLC
Fire Department - 2025
Appropriation #1120 44-670.06 Fund; P.O. #114252
Contract Not To Exceed $464,726.80
8
30. SHIPPING:
All Good(s) purchased directly from Vendor are shipped F.O.B. Origin, freight and handling
charges prepaid and added to the invoice. In the event of loss or transit, Stryker will assist in
filing a claim with commercial carrier.
31. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein,
constitutes the entire agreement between Vendor and City with respect to the subject
matter hereof, and supersedes all prior oral or written representations and agreements
regarding same. Notwithstanding any other term or condition set forth herein, but subject
to paragraph 16 hereof, to the extent any term or condition contained in any exhibit attached
to this Agreement or in any document referenced herein conflicts with any term or condition
contained in this Agreement, the term or condition contained in this Agreement shall govern
and prevail. This Agreement may only be modified by written amendment executed by both
Parties hereto, or their successors in interest.
IN WITNESS WHEREOF, the Parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA Stryker Sales LLC
by and through its Board of
Public Works and Safety
By: By:
______________________________ __________________________
By: Laura Campbell, Presiding Officer Authorized Signature
Date: __________________
__________________________
Printed Name
______________________________
James Barlow, Member
Date: __________________ __________________________
Title
______________________________
Alan Potasnik, Member FID/TIN: ___________________
Date: ___________________
ATTEST: Date: ______________________
______________________________
Jacob Quinn, Clerk
Date: __________________________
Kathryn E. Janecke
Sr. Director, Commercial Operations
22-2183590
04/23/2025
05/07/2025
05/07/2025
05/07/2025
05/07/2025
Laura Campbell (May 7, 2025 13:53 EDT)
ame. arl*2 (May ч, 2025 0ч:ух EDT)
James Barlow
la) */a.)$& (May 11, 2025 1ш:57 EDT)
Delivery Address
Sold To - Shipping
Bill To Account
Name:
CARMEL FIRE DEPT
Name:
CARMEL FIRE DEPT
Name:
CARMEL FIRE DEPT
Account #:
20146265
Account #:
20146265
Account #:
20146265
Address:
210 VETERANS WAY
Address:
210 VETERANS WAY Address:
210 VETERANS WAY
CARMEL
CARMEL
CARMEL
Indiana 46032-3391
Indiana 46032-3391
Indiana 46032-3391
Equipment Products: *Quote is reflective of 2024 government pricing; reflecting savings discount of $152,000.00
#Product
Description
Qty Sell Price
Total
1.0 650705550001 6507 POWER PRO 2, HIGH CONFIG 7 $30,067.39 $210,471.73
2.0 639005550001 MTS POWER LOAD 1 $30,223.45 $30,223.45
3.0 639005550003 MTS PWLD EXCLUDES FLOOR PLATE 6 $29,489.40 $176,936.40
4.0 625705550002 6257 XPEDITION HIGH CONFIG 5 $13,770.33 $68,851.65
5.0 625707000007 KIT, TRACK, SET, GROOVED 5 $259.35 $1,296.75
6.0 650707000002 KIT, ALVARIUM BATTERY, SERVICE 1 $564.50 $564.50
7.0 650700450301 ASSEMBLY, BATTERY CHARGER 6 $808.00 $4,848.00
8.0 650700450102 ASSEMBLY, POWER CORD, NORTH AM 6 $18.50 $111.00
9.0 99576-000063 LUCAS 3, v3.1 Chest Compression System, Includes Hard Shell
Case, Slim Back Plate, (2) Patient Straps, (1) Stabilization Strap,
(2) Suction Cups, (1) Rechargeable Battery and Instructions for
use With Each Device
4 $17,817.83 $71,271.32
10.0 11576-000060 LUCAS Desk-Top Battery Charger 4 $804.50 $3,218.00
11.0 11576-000071 LUCAS External Power Supply 4 $254.50 $1,018.00
12.0 11576-000080 LUCAS 3 Battery - Dark Grey - Rechargeable LiPo 4 $478.50 $1,914.00
13.0 11576-000046 LUCAS Disposable Suction Cup (3 pack)4 $96.50 $386.00
Equipment Total:$571,110.80
2025 | Carmel FD | PowerLOAD Power-PRO 2
Xpedition LUCAS
Quote Number:
11042541
Remit to:
Stryker Sales, LLC
21343 NETWORK PLACE
CHICAGO IL 60673-1213
USA
Version:
1
Prepared For:
CARMEL FIRE DEPT
Rep:
Zac Jordan
Attn:
Email:
zac.jordan@stryker.com
Phone Number:
Mobile:
(269) 548-7334
Quote Date:
04/09/2025
Expiration Date:
05/30/2025
Contract End:12/29/2025
1
This is not an Invoice
EXHIBIT A
Trade In Credit:
Product
Description
Qty Credit Ea.
Total Credit
TR-LP12B-LUC3 TRADE-IN-STRYKER MCGRATH TOWARDS PURCHASE OF
LUCAS 3.1
16 -$500.00 -$8,000.00
TR-SPCOT-PP2 TR-SYK PCOT TO PP2 7 -$6,000.00 -$42,000.00
TR-SPL-PL TRADE-IN-STRYKER POWER LOAD TOWARDS PURCHASE
OF POWERLOAD
7 -$8,000.00 -$56,000.00
TR-SSC-X TRADE IN SYK STAIR CHAIR FOR XPEDITION 5 -$2,000.00 -$10,000.00
ProCare Products:
#Product
Description
Qty Sell Price
Total
18.1 LUCAS-FLD-PROCARE LUCAS 3, 3.1 for LUCAS 3, v3.1 Chest Compression System, Includes Hard
Shell Case, Slim Back Plate, (2) Patient Straps, (1) Stabilization Strap, (2)
Suction Cups, (1) Rechargeable Battery and Instructions for use With Each
Device
√ Parts, Labor, Travel √ Preventative Maintenance √ Batteries Service
5 $1,423.20 $7,116.00
ProCare Total:$7,116.00
Price Totals:
Estimated Sales Tax (0.000%):$0.00
Freight/Shipping:$2,500.00
Grand Total:$464,726.80
Comments/Terms/Signatures
Prices: In effect for 30 days
Terms: Net 30 Days
2025 | Carmel FD | PowerLOAD Power-PRO 2
Xpedition LUCAS
Quote Number:
11042541
Remit to:
Stryker Sales, LLC
21343 NETWORK PLACE
CHICAGO IL 60673-1213
USA
Version:
1
Prepared For:
CARMEL FIRE DEPT
Rep:
Zac Jordan
Attn:
Email:
zac.jordan@stryker.com
Phone Number:
Mobile:
(269) 548-7334
Quote Date:
04/09/2025
Expiration Date:
05/30/2025
Contract End:12/29/2025
2
This is not an Invoice
EXHIBIT A2
PROCARE SERVICES
The terms of this Exhibit A2 will apply to Customer’s purchase of Services. In the event of a conflict or inconsistency between the above Terms
and Conditions, and this Exhibit, relative to Service, this Exhibit A2 will govern.
1. Service Plan Coverage. Stryker will perform the repair and maintenance services (collectively, the “Services”) more particularly described
in each service plan (the “Service Plan”) if entered into by and between Stryker and Customer. The Services will cover the capital equipment
(if applicable) identified in the Service Plan (collectively, the “Equipment”).
2. Service Plan Terms and Conditions. In addition to each Service Plan’s coverage terms and conditions, the Services will be subject to the
PROCARESM Services Terms and Conditions set forth below.
3. Term and Termination.
3.1. Term. The Term of each Service Plan (the “Term”) will continue so long as Services are being provided under a Service Plan.
Notwithstanding the foregoing, Stryker may change the amounts due as noticed thirty (30) days prior to any renewal.
3.2. Termination for Cause. Either Party may terminate a Service Plan upon written notice to the other Party in the event the other Party
breaches the Service Plan and fails to cure the breach within thirty (30) days after receipt of written notice thereof. In the event of such
termination, Customer will be entitled to receive from Stryker a refund of all amounts prepaid by Customer under a Service Plan for
Services that have not yet been provided by Stryker at the time of such termination, and Stryker will be entitled to receive from Customer
payment for all Services that have been provided by Stryker prior to such termination.
3.3. Termination for Convenience. Either Party may terminate this Agreement at any time upon sixty (60) days prior written notice to the
other. If Customer has made advance payments, Stryker will provide prorated refund to the Customer for the remaining balance of the
term, and any Equipment in Stryker’s possession will be promptly returned to Customer.
3.4. Survival of Certain Provisions. The provisions of Term and Termination, Confidentiality, Non Solicitation and Non Hire, Limitations
of Liability, Changes, and Assignment will survive the expiration or termination of this Agreement and will be binding to the respective
successors, assigns, subsidiaries or affiliates of the Parties.
4. Product Maintenance. The Service Plan is ancillary to and not a complete substitute for the requirements of Customer to adhere to the
routine maintenance instructions provided by Stryker, its equipment and operations manuals, and accompanying labels and/or inserts for each
item of Equipment. Customer covenants and agrees that its appropriate user personnel will follow the instructions and contents of those
manuals, labels and inserts.
5. Warranty; Limitations of Warranty and Liability (Services). During the Term, Stryker warrants, with the exception of software
maintenance services which, if applicable, will be as specified in the Service Plan, the following:
5.1. Stryker has the experience, capability and resources to perform under the Service Plan, and Stryker further represents and warrants that
the Services will be performed in a workmanlike manner and with professional diligence and skill;
5.2. Services will comply with all applicable laws and regulations and all applicable standards set forth by law or ordinance or established
by the rules and regulations of any federal, state or local agency, department, commission, association or pertinent gov erning,
accrediting or advisory body, including The Joint Commission having authority to set standards for healthcare facilities;
5.3. If the Services are to be performed on Customer’s premises, Stryker represents and warrants that Stryker will comply with all applicable
safety laws and Customer’s then current safety and other applicable regulations, all human resource policies and health and drug and
alcohol screening policies; provided that Customer has provided advance written notification of such rules, regulations and policies to
Stryker;
5.4. Stryker currently has, or prior to the commencement thereof, will obtain, pay for, and maintain any and all licenses, fees, and
qualifications required to perform the Services.
5.5. Stryker will maintain the Equipment in good working condition. Equipment and Equipment components repaired or replaced under
this Service Plan continue to be warranted as described herein during the Term. When Equipment or component is replaced, the item
provided in replacement will be the customer’s property and the replaced item will be Stryker’s property. If a refund is provi ded by
Stryker, the Equipment for which the refund is provided must be returned to Stryker and will become Stryker’s property.
5.6. TO THE FULLEST EXTENT PERMITTED BY LAW, THE EXPRESS WARRANTIES SET FORTH HEREIN ARE THE ONLY
WARRANTIES APPLICABLE TO THE SERVICES AND ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTY BY
STRYKER, AND STRYKER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL OTHER EXPRESS OR IMPLIED
WARRANTIES REGARDING THE SERVICES, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY,
NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. IN NO INSTANCE WILL STRYKER BE LIABLE TO
CUSTOMER FOR INCIDENTAL, PUNITIVE, SPECIAL, COVER, EXEMPLARY, MULTIPLIED OR CONSEQUENTIAL
DAMAGES OR ATTORNEYS’ FEES OR COSTS.
6. Limitations and Exclusions from Service Plan. Customer will use commercially reasonable efforts to cooperate with Stryker in connection
with Stryker’s performance of the Services. Customer understands and acknowledges that Stryker ProCare employees will not pro vide
surgical or medical advice, will not practice surgery or medicine, will not be involved in any manner which may be construed as practicing
surgery or medicine, will not come in contact with the patient, will not enter the “sterile field” at any time, and will not direct equipment or
instruments that come in contact with the patient during surgery. Customer’s personnel will refrain from requesting Stryker employees to
take any actions in violation of these requirements or in violation of applicable laws, rules or regulations, Customer policies, or the patient’s
informed consent. A refusal by Stryker employees to engage in such activities will not be a breach of this Agreement. Customer consents to
the presence of Stryker employees in its operating rooms, where applicable, in order for Stryker to provide Services under this Agreement
and represents that it will obtain all necessary consents from patients for such presence during surgery.
Notwithstanding any other provision set forth herein, the Service Plan does not cover the following, as determined by Stryker in its sole
discretion:(i) abnormal wear or damage caused by reckless or intentional misconduct, abuse, neglect or failure to perform normal and
routine maintenance as set out in the applicable maintenance manual or operating instructions provided with the Equipment; (ii) accidents,
catastrophe, fire, flood or act(s) of God; (iii) damage resulting from faulty maintenance, improper storage, repair, handling or use, damage
and/or alteration by non-Stryker authorized personnel; (iv) service necessary due to the failure of the Customer or anyone under its control
to comply with written instructions or recommendations; (v) equipment on which any original serial numbers or other identification marks
have been removed or destroyed; (vi) damage caused as a result of the use of the Equipment beyond the useful life, if any, specified for
such equipment in the user manual; (vii) service Stryker cannot perform because the Equipment has been discontinued or its parts have
been discontinued or made obsolete; (viii) service to the Equipment if the Equipment or the Equipment site is contaminated with blood or
other potentially infectious substances; or (ix) equipment that has been repaired with any unauthorized or non-Stryker components. In
addition, in order to ensure safe operation of the Equipment, only Stryker accessories should be used. Stryker reserves the right to
invalidate a Service Plan and any complimentary loaner programs thereunder if Equipment is used with accessories not manufactured by
Stryker. If, at any time, upon inspection of the Equipment in service, Stryker deems any single unit of Equipment to be unserviceable, a
record and report of such will be made, and provided to the Customer in writing on the date of service.
7. Non-Solicitation and Non-Hire. Customer agrees that, during the Term and for a period of one (1) year following the termination or
expiration of a Service Plan, it will not solicit any employees of Stryker to terminate their employment with Stryker, unless Stryker consents
in writing. Nothing herein will prohibit Customer from hiring employees of Stryker who respond to a general employment solicitation such
as a newspaper advertisement.
8. Background Check. Stryker warrants that all of its employees who will be on a Customer’s premises to perform Services will have
undergone a background check as part of Stryker’s hiring practice and/or as required by Customer’s vendor credentialing program. The
background check consists of the following:
• Criminal background check
• National sex offender registry check
• Education verification
• Employment history
• SSN verification
• Driving record
• Government sanction/watch lists
During the Term, a Customer may request a conference with Stryker at any reasonable time regarding the performance, behavior or
expectations of any Stryker service personnel who are assigned to Customer’s facility. Any Stryker service personnel who willingly and
knowingly violates Customer’s rules, regulations, procedures, or polices may be removed from Customer’s facility at Customer’s option
and will be replaced by Stryker promptly.
9. Changes. At any time during the Term, and upon each Party’s written consent, additional Services or Equipment may be added or delete d
from a plan. Such changes will be governed by the terms and conditions of the Service Plan. Stryker may modify the applicable Service Plan
to reflect adjustments to charges attributable to plan changes.
10. Parts and Subcontracting. Stryker may elect to use new or used parts related to the Services in its sole discretion. Stryker reserves the right
to hire subcontractors to perform the Services.
11. Independent Contractor. The Parties are independent contractors with respect to one another. However, to the extent Stryker, Stryker
personnel or subcontractors come to Customer’s property, to the extent applicable, they will follow Customer’s written and posted work place
policies.
Quote Summary
EXHIBIT B
Invoice
Date: Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
Project Name:
Invoice No.
Purchase Order No:
Goods Services
Person Providing Date Goods/Services Provided Cost Per Hourly Total
Goods/Services Goods/ (Describe each good/service Item Rate/
Service separately and in detail) Hours
Provided Worked
GRAND TOTAL
Signature
Printed Name
EXHIBIT C
INSURANCE COVERAGES
Worker's Compensation & Disability
Employer's Liability:
Bodily Injury by Accident/Disease: Bodily
Injury by Accident/Disease: Bodily Injury
by Accident/Disease:
Commercial General Liability (Occurrence
Basis), Bodily Injury, Personal Injury, Property
Damage, Contractual Liability, Products-
Completed Operations:
General Aggregate Limit (other than
Products/Completed Operations):
Products/Completed Operations Aggregate Limit:
Personal & Advertising Injury Limit:
Each Occurrence Limit:
Damage to Premises:
Fire Damage (any one fire):
Auto Liability (owned, hired, and non-owned)
Statutory Limits
$1,500,000 each employee
$1,500,000 each accident
$2,000,000 policy limit
$3,000,000
$2,000,000
$1,500,000
$2,000,000
$1,100,000 each occurrence
$500,000 each occurrence
Bodily Single Limit:
Injury and property damage:
Policy Limit:
$2,000,000 each accident
$2,000,000 each accident
$2,000,000
EXHIBIT D
AFFIDAVIT
, being first duly sworn, deposes and
says that he/she is familiar with and has personal knowledge of the facts herein and, if called as a witness
in this matter, could testify as follows:
I. I am over eighteen (18) years of age and am competent to testify to the facts contained herein.
2. I am now and at all times relevant herein have been employed by
(the
_
3. I am familiar with the employment policies, practices, and procedures of the Employer
and have the authority to act on behalf of the Employer.
4. The Employer is enrolled and participates in the federal E-Verify program and has
provided documentation of such enrollment and participation to the City of Carmel,
Indiana.
5. The Company does not knowingly employ any unauthorized aliens.
FURTHER AFFIANT SAYETH NOT.
EXECUTED on the _________ day of .20
I certify under the penalties for perjury under the laws of the United States of America and the State of
Indiana that the foregoing factual statements and representations are true and correct.
"Employer") in the position of
Printed:
Printed:
Kathryn E. Janecke
Stryker
Sr. Director, Commercial Operations
Kathryn E. Janecke
Kathryn E. Janecke
23 April 25
to the best of my knowledge.
12/26/2024
STRYKER SALES LLC
CHICAGO, IL 60673--1213
114252
21343 NETWORK PL
City of Carmel
ONE CIVIC SQUARE
CARMEL, INDIANA 46032-2584
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997
INDIANA RETAIL TAX EXEMPT
CERTIFICATE NO. 003120155 002 0
FEDERAL EXCISE TAX EXEMPT
35-6000972
PURCHASE ORDER NUMBER
THIS NUMBER MUST APPEAR ON INVOICES, A/P
VOUCHER, DELIVERY MEMO, PACKING SLIPS,
SHIPPING LABELS AND ANY CORRESPONDENCE
PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION
VENDOR SHIP
TO
PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT
EXTENSION
New Cots, Stair Chairs, Lucas Devices Per Attached
Carmel Fire Department
210 Veterans Way
Carmel, IN 46032-
377525
UNIT PRICEDESCRIPTIONUNIT OF MEASUREQUANTITY
Page 1 of 2
95222
1120Department:0Fund:Capital Lease Fund
44-670.06Account:
***Quote Reflective of 2024 Gov't Pricing - Reflects Savings
Discount of $152,000.00***
1 $0.00 $0.00Each
6257 XPEDITION HIGH CONFIG5 $13,770.33 $68,851.65Each625705550002
6507 Power Pro 2 High Conf7 $30,067.39 $210,471.73Each650705550001
ASSEMBLY, BATTERY CHARGER6 $808.00 $4,848.00Each650700450301
ASSEMBLY, POWER CORD, NORTH AM6 $18.50 $111.00Each650700450102
KIT, ALVARIUM BATTERY, SERVICE1 $564.50 $564.50Each650707000002
Kit, Track Set Grooved5 $259.35 $1,296.75Each625707000007
LUCAS 3 Battery - Dark Grey - Rechargeable LiPo4 $478.50 $1,914.00Each11576-000080
LUCAS 3, 3.1 for LUCAS 3, v3.1 Chest Compression System5 $1,423.20 $7,116.00EachLUCAS-FLD-
PROCARE
LUCAS 3, v3.1 Chest Compression System,4 $17,817.83 $71,271.32Each99576-000063
LUCAS Desk-Top Battery Charger4 $804.50 $3,218.00Each11576-000060
LUCAS Disposable Suction Cup (3 pack)4 $96.50 $386.00Each11576-000046
LUCAS External Power Supply4 $254.50 $1,018.00Each11576-000071
MTS POWER LOAD1 $30,223.45 $30,223.45Each639005550001
MTS Pwld Exclude Floor Plate6 $29,489.40 $176,936.40Each639005550003
Shipping1 $2,500.00 $2,500.00Each
Trade In Stryker McGrath towards purchase of Lucas16 ($500.00)($8,000.00)Each TR-LP12B-LCU3
Trade In Syk Stair Chair for Xpedition5 ($2,000.00)($10,000.00)Each TR-SSC-X
$464,726.80
Send Invoice To:
PLEASE INVOICE IN DUPLICATE
DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT
SHIPPING INSTRUCTIONS
*SHIP PREPAID.
*C.O.D. SHIPMENT CANNOT BE ACCEPTED.
*PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO.
*THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945
PAYMENT
* A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A
PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN
AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.
CONTROL NO. 114252
ORDERED BY
TITLE
Carmel Fire Department
2 Civic Square
Carmel, IN 46032-
Denise Snyder Zac Jackson
Accreditation/Budget Administrator CFO
12/26/2024
STRYKER SALES LLC
CHICAGO, IL 60673--1213
114252
21343 NETWORK PL
City of Carmel
ONE CIVIC SQUARE
CARMEL, INDIANA 46032-2584
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997
INDIANA RETAIL TAX EXEMPT
CERTIFICATE NO. 003120155 002 0
FEDERAL EXCISE TAX EXEMPT
35-6000972
PURCHASE ORDER NUMBER
THIS NUMBER MUST APPEAR ON INVOICES, A/P
VOUCHER, DELIVERY MEMO, PACKING SLIPS,
SHIPPING LABELS AND ANY CORRESPONDENCE
PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION
VENDOR SHIP
TO
PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT
EXTENSION
New Cots, Stair Chairs, Lucas Devices Per Attached
Carmel Fire Department
210 Veterans Way
Carmel, IN 46032-
377525
UNIT PRICEDESCRIPTIONUNIT OF MEASUREQUANTITY
Page 2 of 2
95222
1120Department:0Fund:Capital Lease Fund
Trade-In Stryker Power Load Towards Purchase of of
Powerload
7 ($8,000.00)($56,000.00)Each TR-SPL-PL
TR-SYK PCOT to PP27 ($6,000.00)($42,000.00)Each TR-SPCOT-PP2
$464,726.80Sub Total
$464,726.80
Send Invoice To:
PLEASE INVOICE IN DUPLICATE
DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT
SHIPPING INSTRUCTIONS
*SHIP PREPAID.
*C.O.D. SHIPMENT CANNOT BE ACCEPTED.
*PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO.
*THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945
PAYMENT
* A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A
PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN
AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.
CONTROL NO. 114252
ORDERED BY
TITLE
Carmel Fire Department
2 Civic Square
Carmel, IN 46032-
Denise Snyder Zac Jackson
Accreditation/Budget Administrator CFO