HomeMy Public PortalAbout095-2019 - Stryker Medical - Maintnenace of Medical Cots & Stair Chairs_ -_ 0 J Dieu I
a THIS AGREEMENT made and entered into this 2), day of 2019, and
referred to _ as Contract No. 95-2019, by and between the ' City of ' chmond; Indiana, a
municipal corporation acting by and through its Board of Public Works and Safety (hereinafter
referred to as the "City") and Stryker Sales Corporation (through its Medical Division), 3800 E.
Centre Avenue, Portage,, Michigan, 49002 (hereinafter referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide sole source annual maintenance, inspection, and repair
of medical cots and stair chairs with associated travel for the Fire Department of the City- of
Richmond (the Project). Contractor's quote, dated June 7, 2019, consisting of five (5) pages, is
attached hereto and marked as Exhibit A. Contractor agrees to abide by the same.
Should an provisions, terms, or conditions contained in an of the documents attache&hereto as
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Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the
provisions, terms, or conditions of this Agreement, this Agreement shall be controlling.
Contractor shall furnish all labor, material, equipment, and services necessary for the proper
completion of all work specified.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance;
2. The City is in receipt of any required affidavit signed by. Contractor in
accordance with Indiana Code 22-5-1.7-11(a)(2); and
3. A purchase order has been issued by the Purchasing Department.
SECTION II. STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of
the City of Richmond. The Contractor shall provide, at its own expense, competent supervision
of the work.
SECTION III. COMPENSATION
City shall pay Contractor a total amount not to exceed Four Thousand Six Hundred Forty -for
• Dollars and Zero Cents ($4,644.00) for complete and satisfactory performance of this Agreement
for each year services are satisfactorily performed.
[REVISED] Contract No. 95-2019
Page 1 of 6
SECTION IV. TERM OF AGREEMENT
This Agreement shall become effective when signed by all parties and shall continue in effect
until December 31, 2019. The City shall retain two (2) options to renew this Agreement for the
2020 and 2021 calendar years.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in
part, for cause, at any time by giving at least five (5) working days written notice specifying the
effective date and the reasons for termination which shall include but not be limited to the
following:
a. failure, for any reason of the Contractor to fulfill in a timely manner
its obligations under this Agreement;
b.. submission of a report, other, work product, or advice, whether oral or written, by the
Contractor to the City that is incorrect, incomplete, or does not meet reasonable
professional standards in any material respect;
c. ineffective or improper use of funds provided under this Agreement;
d. suspension or termination of the grant funding to the City under which this Agreement
is made; or
e. unavailability of sufficient funds to make payment on this Agreement.
In the ' event of such termination, the City shall be required to make payment for all work
I .
performed prior to the date this Agreement is terminated, but shall be - relieved of any other
responsibility herein.
This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties �
by setting forth the , reasons for such termination, the effective date, and in the case of partial
termination, the portion to be terminated.
SECTION V. INDEMNIFICATION AND INSURANCE
Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to
person or property or any other claims which may arise from the Contractor's - conduct or
performance of this Agreement, either intentionally or negligently,; provided, however, that
nothing contained in this Agreement shall be construed as rendering the - Contractor liable for acts
of the City, its officers,- agents, or employees: Contractor shall as a prerequisite to this
Agreement, purchase and thereafter maintain such insurance as will protect it from the claims set .
forth below which may arise out of or result from the Contractor's operations under this
Agreement, whether such operations by the Contractor or by any. sub --contractors or by anyone
directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may
be held responsible.
Page 2 of 6
{
Coverage Limits
A. Worker's Compensation & Statutory
Disability Requirements
B. Employer's Liability $ 100,000
C_. Comprehensive General Liability
Section 1. Bodily_ Injury $1,000,000 each occurrence
$2,000,000 aggregate
Section 2. Property Damage $1,000,000 each occurrence
D. Comprehensive Auto Liability
Section 1. Bodily Injury _ $1.000,000 each person
$1,000,000 each occurrence
Section 2. • Property Damage $1,000,000 each occurrence
-E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$2,000,000 each aggregate
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and
shall, before commencing work under.this Agreement, provide the City a ,certificate of insurance,
or a certificate from the industrial board showing that the Contractor has complied with Indiana
Code Sections 22-3-2-59 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and
therefore subject to another state's worker's compensation -law, Contractor may choose to
comply with all provisions of its home state's worker's compensation law and provide the City
proof of such compliance in lieu of complying with the provisions of the Indiana Worker's
Compensation Law.
SECTION VII. PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9-1--10, - Contractor, any sub -contractor, or any person acting
on behalf of Contractor or any sub -contractor shall not discriminate against any employee
or applicant for employment to be employed in the performance of this Agreement, with
respect to hire, tenure, terms, conditions or privileges of employment or -any matter
directly or indirectly related to employment, because of race, religion, color, sex,
disability, national origin, or ancestry.
B . Pursuant to Indiana Code 5-16-6-1, the Contractor agrees:
Page 3 of 6
1. That in the hiring of employees for the performance of work under this
Agreement of any subcontract hereunder, Contractor, any subcontractor, or any
person acting on behalf of Contractor or any sub -contractor, shall not discriminate
by reason of race, religion, color, sex, national origin or ancestry against any
citizen of the State of Indiana who is qualified and available to perform the work
to which the employment relates;
2. That Contractor, any sub -contractor, or any person action on behalf of Contractor
or any sub -contractor shall in no manner discriminate against or intimidate. any
employee hired for the performance of work under this Agreement on account of
race, religion, color, sex, national origin or ancestry;
3. That there may be deducted from the amount payable to Contractor by the City
under this Agreement, a penalty of five dollars ($5.00) for each person for each
calendar day during which such person was discriminated against or intimidated
in violation of the provisions of the Agreement; and
4. That this Agreement may be canceled or terminated by the City and all money
due or to become due hereunder may be forfeited, for a second or any subsequent
violation of the terms or conditions of this section of the Agreement. .
C. Violation of the terms or conditions of this Agreement relating to discrimination or
intimidation shall be considered a material breach of this Agreement.
SECTION VIII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS
Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work
eligibility status of all newly hired employees of the contractor through the Indiana E-Verify
program. Contractor is not required. to verify the work eligibility status of all newly hired
employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify
program no longer exists. Prior to the performance of this Agreement, Contractor shall provide
Jo the City its signed Affidavit affirming that Contractor does not knowingly employ an
unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC
22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty, (30) days
after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation
within the thirty (30) day period provided above, the City shall consider the Contractor to be in
breach of this Agreement and this Agreement will be terminated. If the City determines that
terminating this Agreement would be detrimental to the public interest or public property, the
City may allow this Agreement to remain.in effect until the City procures a new contractor. If
this Agreement is terminated under this section, then pursuant `to IC 22-5-1.7-13 (c) the
Contractor will remain liable to the City for actual damages.
SECTION IX. IRAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code (IC) 5-22-_16.5, Contractor certifies that Contractor is not engaged in
investment activities in Iran. In the event City determines during the course of this Agreement
that this certification is no longer valid, City shall notify Contractor in writing of said
determination and shall give contractor ninety (90) days within which to respond to the written
Page 4 of 6
notice. In the event Contractor fails to demonstrate to the City that the Contractor has ceased
investment activities in Iran within ninety (90) days after the written notice is given to the .
Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22=16.5. In
the event the City determines during the course of this Agreement that this certification is no
longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5-
22-16.5, the City reserves the right to, consider the Contractor to be in breach of this Agreement
and terminate the agreement upon the expiration of the ninety (90) day period set forth above.
SECTION X. RELEASE OF LIABILITY
Contractor hereby agrees to release and hold harmless the City and all officers, employees, or
agents of the same from all liability for negligence which. may arise in the course of Contractor's
performance of its. obligations pursuant to this Agreement.
SECTION XI. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of
its rights or obligations hereunder without the prior written consent of the other party. Any such
delegation or assignment, without the prior written consent of the other party, shall be null and
void. This Agreement shall be controlled by and interpreted according to Indiana law and shall
be binding upon the parties, their successors and assigns. This document constitutes the entire
Agreement between the parties, although it may be altered or amended in whole or in part at any
time by filing with the Agreement, a written instrument setting forth such changes signed by both
parties. By executing this Agreement the parties agree that this document' supersedes any
previous discussion, negotiation, or conversation relating to the subject matter contained herein.
This Agreement may be simultaneously executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts ' of Indiana, and any suit arising out of this
Contract must be filed in said courts. The : parties specifically agree that, no arbitration or,
mediation shall be required prior to the commencement of legal proceedings in said Courts. By
executing this Agreement, Contractor is estopped from bringing suit or any other action in any
alternative forum, venue, or in front of any other tribunal, court, 'or administrative body other
than the Circuit or Superior Courts of Indiana, regardless of any right Contractor may have to
bring such suit in front of other tribunals or in other venues.
Any person executing this Contract in a representative capacity hereby warrants that he/she has
been duly authorized by his or her principal to execute this Contract.
In the event of any breach of this Agreement by Contractor, and in addition to any other damages
or remedies, Contractor shall be liable for all costs incurred. by City in its efforts to enforce this
Agreement, including but not limited to, City's reasonable attorney's fees.
[Signature page to follow.]
Page 5 of 6
S
7
In the event that an ambiguity, question' of intent, or a need for interpretation of this Agreement
arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of
the day and year first written above, although signatures may be affixed on different dates.
"CITY" "CONTRACTOR"
THE CITY OF RICHMOND, Stryker Sales Corporation (through its.
INDIANA by and through its Medical Division)
Board of Public Works and Safety _ 3 800 E. Centre Avenue
Portage, MI 49002
li
Vicki Robinson, President
APPROVED:
M. Sn r
Date: . 0i;Z3/f 1 .
By:
Printed:
Title:
Date:
Page 6 of 6
3
l
Salstryk-�ery
es Rep Name: Mandy O'Grady 3800 E. Centre Ave
ProCare Service Rep: Chris Ward Portage, MI 49009
Date:
6/71201.9
ID #:
}1-90607103735
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. Account Number:
1226715
Name:
Ben Simmons
Account Name
Richmond Fire Department
Title:
EMS Director
Account Address
101. 5 Sth St
Phone:
765-298-8763
City, State Zip
Richmond, IN 47374
Email:
bsimmons@rlchmondindiana.gov
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Item
No.
Model
Number
Model Description
I}
I
ProCare Program
Qty
Yrs
Total
I
6082
Manual Cots
EMS Prevent NB
6
1
$2,346.00 •
2
6252
Stair Chair
EMS Prevent NB
5
1
$980.00
3
6506
Power Cots
EMS Prevent
I
I
$1,315.00
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9 ~`�`F.nti^� /' _rl• •l SC�'471-a•.^'...+1�'.3'K'+�..�=4�.� Y�ti:+r .a!��fFn�,N't�.M
EMS Prevent NB:
Includes parts,-Iabor, travel, I annual PM inspection, unscheduled service and producet equipment checklists. Replacement parts do not Include mattresses, batteries,
and other disposable or expendable parts.
EMS Prevent:
Includes parts, labor, travel, I annual PM inspection, unscheduled service, battery replacement & product equipment checklists. Replacement parts do not include
mattresses, and other disposable or expendable parts.
Unless otherwise stated on contract, payment is expected upfront;
ProCare Total
$41644.00
r
FINAL TOTAL
$4,644.00
Stryker Signature Date
Start Date: 6/25/2019
End Date: 6/24/2020
Customer Date
Purchase Order Number (MUST INCLUDE HARD COPY)
13 Check if Purchase Order is not required
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tax signed Proposal and Purchase order to Tom Tackabury at 2 69-3 21-35 0 1.
contained within this quotation is considered conFdential and proprietary and is notsubject to public disclosure.
**Quote pricing valid for 30 clays.
Pricing pro -rated for asset covered, under base warranty.
IEXH1131T A PAGE" � _ 1UP
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Item
No.
Model
Serfal Number
. Program
M1
1
6082
021299084
EMS Prevent NB
2
6082
110143677
EMS Prevent NB
3
6082
110143878
EMS Prevent NB
4
6082
150939610
EMS Prevent NB
5
6252
030340050
EMS Prevent NB
6
6252
101241195
EMS Prevent NB
7
6252
101241196
EMS Prevent NB
8
6506
150141289
EMS Prevent
9
6252
140341411
EMS Prevent NB
10
6252
140341410
EMS Prevent NB
11
6082
140341442
EMS Prevent NB
12
6082
1809004100005
EMS Prevent NB
[EXHIBIT..8 _ PAGE-�LOF U3
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1
This documentsets forth the entire Product Service Plan Agreement ("Agreemeneo between Stryker Medical, (a division of Stryker Corporation), herein and after
referred to as "Stryker", and Richmond Fire Department, herein and after, referred to as the "Customer". This Is the entire Agreement and no other oral modifications
are valid. This Agreement shall remain in effectunless canceled or modified by either party according to the following terms and conditions, E
I. SERVICE COVERAGE AND TERM
Stryker shall provide to Customer the services (the "Services'3 as defined on Page 1 of the Stryker Quote as the equipment ProCare Program Chereinafter each, a
"Service Plan"]. The equipment covered under said Service Plan is set forth on Exh9bitA to the Quote Cthe "Equipmene'). The Services and Service PIan are ancillary to
and not complete substitute for the requirements of Customer to adhere to the routine maintenance instructions provided by Stryker, its equipmentand operations
manuals, and accompanying labels and/or inserts for the Equipment: Customer 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 in replacementwill be the Customer's property (if Customer owns �
the Equipment) and the replaced item will be Strykees property. The Service Plan coverage, term, start date, and price of the Services appear on the Service Plan.
2. EQUIPMENT SCHEDULE CHANGES
During the term of the Agreement and upon each party's written consent, additional Equipment maybe included in the ExlifbitA. All additions are subject to the terms
and conditions contained herein. Stryker shall adjustthe charges and modify ExhibitA to reflect the additions. -
3. INSPECTION SCHEDULING
Service inspections will be scheduled in advance at a mutually agreed upon time for such period of time as is reasonably necessary to complete the Services.
Equipment not made available at the specified time will be serviced at the next scheduled service inspection unless specific arrangements are made with Stryker. Such
arrangements will include travel and other special charges at Stryker's then current rates.
4. INSPECTION ACTIVITY
On each scheduled service Inspection, Stryker's Service Representative will inspect each available item of Equipment as required in accordance with Stryker's then
current Maintenance procedures for said Equipment. If there is any discrepancy or questions on the number of inspections, price, or Equipment, Stryker may amend
this Agreement
S. CUSTOMER OBLIGATIONS
Customer shall use commercially reasonable efforts to cooperate with Stryker in connection with Strykees performance of the Services. Customer understands and
acknowledges that Str employees 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 "sterile field" at any time, and will not direct equipment or Instruments that come in contactwith the patient during surgery. Customer's l
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 shall 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. '
C. SERVICE INVOICING
Invoices will be sent on the agreed payment method. All prices are exclusive of state and local use, sales or similar taxes. In states assessing upfront sales and use tax,
Customer's payments will be adjusted to include all applicable salesand use tax amortized over the Service Plan term using a rate that preserves for Stryker, its
affiliates and/or assigns, the intended economic yield for the transaction described in this Agreement; All invoices issued under this Agreement are to be paid within
thirty (30] days of the date of the invoice. Failure to comply with Net 30 Day terms will constitute breach of contract and future Service will only be made on a prepaid
or COD basis, or until the previous obligation is satisfied, or both. Stryker reserves the right, with no liability to Stryker, to cancel any contract on the basis of payment
default for any previous equipment or service provided by Stryker or any of its affiliates.
7. PRICE CHANGES
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 ofthe Service Plan.
B. INITIAL INSPECTION
This Agreementshall be applicable only to such Equipment as Iisted in ExhibltA, which has been determined by a Strykees Representative to be in good operating
condition upon his/her initial inspection thereof,
EXHIBIT /�PAGE�O� ��
9. OPERATION MAINTENANCE
Stryker's Services are ancillary to and not complete substitute for the requirements of Customer to adhere to the routine maintenance instructions provided by
Stryker, it's Equipment and operations manuals, and accompanying labels and/or Inserts for each item of Equipment Customer's appropriate user personnel should be
entirely familiar with the instructions and contents of those manuals, labels and inserts and implement them accordingly.
10. SERVICE PLAN WARRANTY AND LIMITATIONS
Stryker represents and warrants that die Services shall be performed in a workmanlike manner and with professional diligence and skiII. Services will comply with all
applicable laws and regulations. During the term of the Service Plan, Stryker will maintain the Equipment in good 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: (1) abnormal wear ar damage
caused by misuse or by failure to perform normal and routine maintenance as set out: in the Stryker maintenance manual or operating Instructions. (2) accidents (3)
catastrophe (4) acts of god (5) any malfunction resulting from faulty maintenance, improper repair, damage and/or alteration by non -Stryker authorized personnel 1
(6) Equipment on which any original serial numbers or other identification marks have been removed or destroyed; or (7) Equipment that has been repaired with any
unauthorized or non -Stryker components. In addition, In order to ensure safe operation of the Equipmen4 only Stryker accessories should be used. Stryker reserves
the rightto Invalidate the Service Plan if Equipment is used with accessories not manufactured by Stryker.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES APPLICABLE TO THE 1
SERVICES AND ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTY BY STRYKER, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED T0, ANY IMPLIED
WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
11. WAIVER EXCLUSIONS
No failure to exercise and no delay by Stryker in exercising any right; power or privilege hereunder shall operate as a waiver thereof. No waiver of any breach ofany
provision by Stryker stall be deemed to be a waiver by Stryker of any preceding or succeeding breach of the same or any other provision. No extension of time by
Stryker for performance ofany obligations or other acts hereunder or under any otherAgreement shall be deemed to be an extension of time for performances ofany
other obligations or any other acts by Stryker.
12. LIMITATION OF LIABILITY
EXCEPT FOR THIRD PARTY DAMAGES RELATED TO STRYKER'S INDEMNITY OBLIGATIONS UNDER SECTION 1%STRYKER'S LIABILITY ARISING UNDER THIS
AGREEMENT WILL NOT EXCEED THE AMOUNT OF SERVICE FEES PAID DURING THE TWELVE C12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE
CLAIM AROSE, IN NO INSTANCE WILL STRYKER BE LIABLE TO CUSTOMER FOR INCIDENTAL, PUNITIVE, SPECIAL, COVER, EXEMPLARY, MULTIPLIED OR
CONSEQUENTIAL DAMAGES OR ATTORNEYS' FEES OR COSTS FOR ANYACTIONS UNDER OR RELATED TO THIS AGREEMENT.
1.3. INDEMNIFICATION
Stryker shall indemnify and hold harmless Customer from any loss or damage brought by a third party which Customer may suffer directly as a result of the gross
negligence or willful miscanduct of Stryker or its employees or agents in the course of providing Services. The foregoing indemnification will notapply to anyllability
arising from: (I) an Injury or damage due to.the negligence of any person other than Stryker's employee or agent; (fi) the failure ofany person other than Stryker's
employee or agent to follow any instructions outlined in the Iabeling, manual, and/or instructions for use of the Equipment; CHI) the use of any equipment or part not
purchased from Stryker or any equipment or any part thereof that has been modified, altered or repaired by any person other than Stryker's employee or agent; or (iv)
any actions taken or omissions made by any Stryker employee while under the direction or control of Customers staff. Customer agrees to hold Stryker harmless from
and indemnify Stryker for any claims or losses or injuries arising from (i)-Civ) above resulting from Customer's or its employees' or agents' actions.
14. TERM AND TERMINATION
The Agreement shall commence an the date indicated on the first Service Plan entered into between the parties and shall continue until Stryker ceases to provide
Services or the Agreement is canceled by either partyby giving a ninety (90) days prior written notice of any such cancellation to the other party. If this Agreement is
canceled during or before the expiration date cf the Agreement; Customerwill owe for the months covered up to -the cancellation date of the Agreementand for any
parts, labor, and travel charges, required to maintain Equipment, exceeding that: already paid during the Agreement In the event; Customer has pre -paid for the
services hereunder, any unused amount as of the date of cancellation shall be returned to the Customer on a pro -rats basis.
EXHIBIT'A- PAGE -I
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15. FORCE MA]EURE
Except for Customers payment obligations, which may only be delayed and not excused entirely, 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 the other party describing the circumstances causing delay. Such happenings or events will include, but not be limited
to, terrorism, acts ofwar, riots, civil disorder, rebellions, tire, flood, earthquake,'explosion, action of the elements, acts of God, Inability to obtain orshortage of material,
equipment or transportation, governmental orders, restrictions, priorities or rationing, accidents and strikes, lockouts or other labor trouble or shortage.
16. INSURANCE REQUIREMENTS
Stryker shall maintain the following insurance coverage during the term of the Agreement: (i) commercial general liability coverage, including coverage for products
and completed operations liability, with minimum limits of$1,000,000.00 per occurrence and $2,000,000.00 annual aggregate applying to bodily injury, personal
Injury, and property damage; (ii) automobile liability insurance with combined single limits of $1,000,000.00 for owned, hired, and non -awned vehicles; and (ill)
worker's compensation insurance as required by applicable law. At Customer's written request, certificates of insurance shall be provided by Stryker prior to
commencement of the Services at any premises owned or operated by Customer. To the extent permitted by applicable laws and regulations, Stryker shall be
permitted to meet the above requirements through a program of self-insurance.
17.- WARRANTY OF NUN -EXCLUSION
Each party represents and warrants that as of the Effective Date, neither it nor anyof its employees, are orhave been 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. Each party further represents
that no final adverse action by the federal or state governmenthas occurred or Is pending or threatened against the party, its affiliates, or, to its knowledge, against any
employee, Stryker, or agent engaged to provide Services under this Agreement Each party also represents thatifduring 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 the other party's exclusion from a federal or state health care program.
18. COMPLIANCE
Stryker, as supplier, hereby informs Customer, as buyer, of Customer's obligation to make all reports and disclosures required bylaw 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 Customer's Medicare cost reports, and as otherwise required under the Federal Medicare and Medicaid Anti -Kickback Statute and the
regulations thereunder C42 CPR Part 1001..952(h)). Pricing under this Agreement (and each Service Plan] may constitute discounts on the purchase of Services.
Customer represents that (1) it shall make all required cost reports, and (it) ithas the corporate power and authority to make or cause such cost reports to be made. To
the extent required by law, Customer and Stryker agree to comply with the Omnibus Reconciliation Act of 1980 (P.L. 96Z499] and it's implementing regulations (42
CFR, Part420). To the extent applicable to the activities of Stryker hereunder, Stryker further specifically agrees that until the expiration of four (4) years after
furnishing Services pursuant to this Agreement, Stryker 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, document's and records of Stryker that are
necessary to verify the nature and extent of the costs charged to Customer hereunder. Stryker further agrees that If Stryker carries out any of the duties of this
Agreement through a subcontract with avalue or cost often thousand dollars ($10,000) or more over a twelve (I2) month period, with a related arganIzation, such
subcontract shall contain a clause to the effectthat 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.
19. CONFIDENTIALITY
The parties hereto 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 to the business of the other or are designated as proprietary or confidential, herein or otherwise, or which a reasonable person would
consider to be proprietary or confidential fnformation; 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 notllmit or preclude any other available
equitable or legal remedies.
20. HIPAA
Stryker is not a "business associate" of Customer, as the term "business associate" is defined by HIPAA (the Health Insurance Portability and Accountability Act of 1.996
and 45 C.F.R. parts 142 and 160-164, as amended). To the extent the parties mutually agree that Stryker becomes a business associate of Customer, the parties agree
to negotiate to amend the Service Plan or this Agreement as necessary to comply with HIPAA, and if an agreement cannotbe reached the applicable Service Plan will.
immediately terminate. 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. ('Notwithstanding the foregoing, Stryker maybe considered a "business associate" of Customers related to any
Service Plan for wireless products and/or other designated business associate services. if Stryker IsIconsidered a "business associate" of Customer, Stryker�wlll agree
to enter into a business associate agreementwith Customer as required by HIPAA.
21. MISCELLANEOUS
EXHIBIT pA�
Neither party may assignor transfer their rights and/or benefits under this Agreement without the prior written consent of the other party, except thatStryker shall
have the right to assign this Agreementorany rights under or interests in this Agreement to any parenk subsidiary ar affiliate of Stryker. All of the terms and
provisions of this Agreement shall be binding upon, shall inure to the benefit of, and be enforceable by permitted successors and assigns of the parties to this
Agreement This Agreement shall be consh ued and Interpreted in accordance with the laws of the State of Michigan. The Invalidity, in whole or in part, of any of the
foregoing paragraphs, where determined to be illegal, invalid, or unenforceable by a court or authority of competentjurisdiction, will not affect or impair the
enforceability of the remainder d f the Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this
Agreement and supersedes all prior negotiations and agreements between the parties concerning the subject matter of this Agreement:. In the event of an
Inconsistency or conflict between this Agreement and any purchase order, invoice, or similar document, this Agreement will control. Any Inconsistency or conflict
between the terms of this Agreement and a Service Plan shall be resolved in factor of the Service Plan. The sections entitled Limitation of Liability, Indemnification,
Compliance, Confidentiality and Miscellaneous of this Agreement shall survive Its termination or expiration.
22. MAINTENANCE INSPECTION
This service contract may include products which are beyond their warranty period and tested expected service life. Any such product will be inspected to determine
If the product meets the operations and maintenance manual guidelines for that p articular product as of the date of inspection. Despite any such Inspection, Stryker
makes no claims or assurances as to future performance, including no express or Implied warranty, for any product which was inspected outside ofits warranty period
orbeyond its tested expected service Iife.
rlEXHIBITPAGE,i�OF�