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HomeMy Public PortalAbout010-2020 - Fire - Stryker Sales Corporation - Technical Service and Inspection.AGREEMENT THIS AGREEMENT made and entered into this 2J1 iciday of JI%1Gf0WU , 2020, and referred to as Contract No. 10-2020, by and between the City of Richmond, Indiahi, a municipal corporation acting by and through its Board of Public Works and Safety (hereinafter referred to as the "City") and Stryker Corporation, 3800 East Centre Avenue, Portage, Michigan, 49002 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF WORD City hereby retains Contractor to furnish and provide as sole source contractor technical inspection and repair services of an older model defibrillator monitor Lifepack (LP.15) unit for .the Fire Department of the City of Richmond, Indiana (the Project), as further described in Contractor's quote. Contractor's quote, dated December 17, 2019, consisting of eight (8) pages, is attached hereto and marked as Exhibit A. Contractor agrees to abide by the same. Services are anticipated to be provided for the 2020, 2021, and 2022 calendar years. Should any provisions, terms, or conditions contained in any of the documents attached hereto as Exhibits, or in any of the documents incoiporated 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 Thirteen Thousand Seven Hundred Seventy Dollars and Zero Cents ($13,770.00) for complete and satisfactory performance of this Agreement. Yearly payments may be made in an annual amount not to exceed Four Thousand Five Hundred Ninety Dollars and Zero Cents ($4,590.00) per year for each effective year of this Agreement. Contract No.10-2020 Page I of 6 SECTION IV. TERM OF AGREEMENT This Agreement shall become effective when signed by all patties and shall continue in effect until December 31, 2022. Notwithstanding the tern 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 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 A. Worker's Compensation & Disability Requirements B. Employer's Liability C. Comprehensive General Liability Section 1. Bodily Injury Section 2. Property Damage D. Comprehensive Auto Liability Section 1. Bodily Injury Section 2, Property Damage Limits Statutory $100,000 $1,000,000 each occurrence $2,000,000 aggregate $1,000,000 each occurrence $1,000,000 each person $1,000,000 each occurrence $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 22-3-2-5, 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: 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 Page 3 of 6 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 to the City its signed Affidavit affirming that Contractor does not knowingly employ an unauthorized alien in accordance with IC 22-5-13-11 (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 notice. In the event Contractor fails to demonstrate to the City that the Contractor has ceased investment activities in Iran Page 4 of 6 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 alt 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 fling 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 ofwhich 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. 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 Page 5 of 6 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" THE CITY OF RICHMOND, INDIANA by and through its Board of Public Works and Safety By: /(JAL 016t, Vicki Robinson, President By: roiQPAmer, Member "CONTRACTOR' STRYKER CORPORATION 3800 East Centre Avenue Portage, MI 49002 By:�— Printed: Jessica Parnaby By: Title: Procare Coordinator Matt Evans, Member APPROVED: Date: ' Sno. , a or Date: Page 6of6 3130/20 starker 3 year - Annual Billing, service plan renewal 1..1.20 to 12.31.22 Zuote Number: 10099097 Remit to: /ersion: 1 3repared For: RICHMOND FIRE DEPT Rep: Attn: Ben Simmons Email: bsimmons@rlchmondindiana.gov Phone Number: (765)983-7269 Zuote Date: 12/17/2019 :xplration Date: 03/16/2020 P.O. Box 93308 Chicago, IL 60673-3308 Trish Lundeen trish.lundeen@stryker.com 425-867-4785 Delivery Address End User - Shipping - Billing Bill To Account Name: RICHMOND FIRE DEPT Name: RICHMOND FIRE DEPT Name: CITY OF RICHMOND Account#: i226715 Account#: 1226715 _ Account#: 1066380 Address: 101 S 5TH ST Address: 101 S 5TH ST Address: 50 N 5TH ST RICHMOND FIRE DEPT RICHMOND RICHMOND RICHMOND r-V Indiana 47374 Indiana 47374__ Indiana 47374 Equipment Products: w -.. .... :.t rOil - An WN WL Equipment Total: r $0.00 ProCare Products'. - ..r _ ..... .. .,....r. _ n ..: .. .._ .. ... .:. L. F^ :>3 . 1.0 78000008 LP15 On Site Prevent w batt 1 $4,590.00 $4,590.00 PraCare Total: •�~� $4,590.00 Price Totals: Grand Total: $4,590.00 f )rices: In effect for 60 days. Notes: Service Plan renewal for 1 LP 15 s/n 38288825 terms: Net 30 Days Annual billing as follows: ask your Stryker Sales Rep about our flexible financing options. 1/1/Zp - Inv 1/3 of total for year •#1 1/1/21 - Inv 1/3 of total for year #2 1/1/22 - Inv 1/3 of total for year #3 The Comprehensive plan has a new name: Prevent. It is the same plan as only the name has changed. 1 fibvkrr Medical - Arrnnnts i2eraivnhfe - arsnnnt�rer.Pivahle(�sirvkcrcom - PO BOX 93308 - Chicaeo. IL 60673 3308 t strykeir 3 year - Annual Billing., service plan renewal 1.1.20 to 12.31.22 Quote Number: 10099097 Remit to: P.O. Box 93308 dersion: 1 Chicago, IL 60673-3308 3repared Fdr: RICHMOND FIRE DEPT Rep: Trish Lundeen Attn: Ben Simmons Email: trish.lundeen@stryker.com bsimmons@richmondindiana.gov Phone Number: 425-867-4785 (765) 983-7269 quote Date: 12/17/2019 xpiration Date: 03/16/2020 AUTHORIZED CUSTOMER SIGNATURE 2 Srwkrr wiediral - Acrnnnta Receivahie - neconntsreeeivahler&strvkerconi- PO BOX 93308 - Chicaeo. IL 60673-3308 SSIt'ir123E A TiS 'I'� ,�- � ��n- �� aw =-�- �� �� �,.,-» �,�•-. �-"��,� This documentsets forth the entire Product Service Plan Agreement ("Agreemene) between Stryker Medical, (a division of Stryker Corporation), herein and after referred to as "Stryker", and ,herein and after, referred to as the "Customer", This 1s the entire Agreement and no oHier oral modifications are valid. ThisAgreement shall remain In effect unless canceled or modified by ofthev party according to the following terms and conditions, 1. SERVICE COVERAGE AND TERM Stryker shall provide to Customer the services (the "Services") as defined on Page I of the Stryker Quote as the equipment Pro Care Program (hereinafter each, a "Service Plan"), The equipment covered undersold Service Plan is set forth on ExhibitAto the Quote (the "Equipmene). The Services and Service Plan are ancillary to and not complete substitute for the requirements of Customer to adhere to the routine maintenance instructions provl ded by Stryker, Its equipment and operations manuals, and accompanying labels and/or Inserts forthe 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 Custom ees property (if Customer owns the Equipment) and the replaced item will be Stryket's property. The Service Plan coverage, term, start date, and price of the Services appear on the Service Plan. 2. EQUIPMENTSCHEDULECHANGES During the term of the Agreement and upon each party'swritten consent, additional Equipment maybe Included in the Exhibit A. All additions are subjectto the terms and conditions contained herein. Strykershall adjust the charges and modify ExhlbitA to reflect the additions. S. INSPECTION SCHEDULING Service Inspections will be scheduled In advance at mutually agreed upon time for such period oftime 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 chargesatStryker's then current rates. 4, iNSPECTIONACTIVITY On each scheduled service inspection, Stryker's Service Representative will Inspect each available item of Equipment as required In accordance with Stryker's their current Maintenance procedures for said Equipment. Ifthere is any discrepancy or questions on the number of inspections, price, or Equipment, Stryker may amend this Agreement, 5, CUSTOMER OBLIGATIONS Customer shall use commercially reasonable efforts to cooperate with Stryker in connection with StryIrer's performance ofthe Services. Customer understands and acknowledges that Strykar employees will not provide surgical or medical advice, will not practice surgery or medicine, will not come in physical centactwith the patient will uotenter the "sterile field" atanytime, and will notdirectequipment orInstruments thatcome in contact with the patientilurbigsurgery. Customer's personnel will refrain from requestingStryker employees to take anyacttons in violation of these requirements orin 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 tbisAgreement Customer consents to the presence ofStryker employees in its operating rooms, where applicable, in order for Stryker to provide Services under this Agreement and represents thatitwill obtain all necessary consents from patients, G. SERVICE INVOICING Invoices will be sent an the agreed payment method. All prices are exclusive of state and local use, sales or similar taxes. inn states assessing upfront sales and use tax, Customer's payments will be adjusted to include all applicable sales and use tax amortized over the Service Plan term using arate thatpreserves 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 withln thirty (30) days of the date of the Invoice. Pallure to comply with Net30 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 Ifabllft i to Stryker, to cancel any contract on the basis of payment defaultfor anypravlous equipmentor service provided by Stryker or any of Its affiliates. 7. PRICE CHANGES The Service prices specified herein are those in effectas of the date of acceptance of this Agreement and will continue in effect throughout the term of the Service Plan. 0, INITIAL INSPECTION This Agreement shall be applicable only to such Equipment as Its red fix ExhibltA, which has been determined by a Strykees Representative to be In good operating condition upon his/her Initial inspection thereof, 9. OPBRATI ON MAINTE NANCB Stryker's Services are ancillary to and not a complete substitute for the requirem ents of Customer to adhere to the routine maintenance Instructions provided bystryker, lea Equipmentand operations manuals, and accompanying labels and/or Inserts for each item of Equipment, Customer's appropriate user personnel should be entirely famillar with the instructions and contents of those manuals, labels and inserts and Implement them accordingly, 10. SERVICE PLAN WARRANTYAND LIMITATIONS Stryker represents and warrants that the Services shall be performed In a workmanlike manner and with professional diligence and skill. 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 ofthis Agreement, the Service Plan does not include repairs or ether services made necessary by or related to, the following. (1) abnormal wear or damage caused by misuse or by failure to perform normal and routl ne maintenance asset 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 (6) Equipment on which anyorlginal serial numbers or otheridentification marks have been removed or destroyed; or (7) Equipment that has been repaired with any unauthorized or non-Strylter components, in addition, in orderto ensure safe operation of the Equipment only Stryker accessories should be used. Stryker reserves the right to Invalidate the Service Platt If Equipment Is used with accessories not manufactured by Stryker, TO THE FULLEST EXTENT PERMITTED BYLAW, THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES APPLICABLE TO THE 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 FORA PARTICULAR PURPOSE. 11, IVAIVBR13XCLUSIONS 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 ofany breach of any provision by Stryker shall be deemed to be a waiver by Stryker of any preceding or succeed Ing breach of the same or any other provision. No extension of tlme by Stryker for performance of arty obligations or other acts hereunder or under any otherAgreement shall be deemed to bean extension of time for performances of any other obligations or any other acts by Stryker. 12, LIMITATION OF LIABILITY EXCEPT FOR THIRD PARTY DAMAGES RELATED TO STRYKHR'S INDEMNITY OBLIGATIONS UNDER SECTION 13, STRYKER'S LIABILITY ARISING UNDER THIS AGREEMENT WILL NOT BXCEHD THE AMOUNT OF SERVICE FEES PAiD DURING THE TWELVE (12) MONTH PERIOD 1MMEDIATHLYPRECEDING THE DATE THE CLAIM AROSE, IN NO INSTANCE WILL STRYKER BE LIABLE TO CUSTOMER FOR INCIDENTAL, PUNITIVE, SPECIAL, COVER, EXEMPLARY, MULTI PLIHD OR CONSEQUENTIAL DAMAGES OR ATTORNEYS' FEES OR COSTS FOR ANY ACTIONS UNDER OR ABLATED TO THIS AGREEMENT, 13. INDBMNIFICATJON Stryker shall Indemnify and hold harmless Customer from any loss or damage brought by a third parry which Customer may suffer directly as a result ofthe gross negligence or willfal mtsconductof Stryker or its employees or agents in the course of providing Services. The foregoing indemnification will not apply to any liability arising from; (I) an Injuryor damage due to the negligence ofanyperson other than Stryker's employee or agent; (11) the failure ofany person other titan Stryker's employee or agent to follow any Instructions outlined In the labeling, manual, and/or instructions for use oftheEqulpment;(111] the use ofany 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 white under the direction or control of Customer's staff. Customer agrees to hold Stryker harmless from and indemnify Stryker for any claims or losses or injuries arising from (I)•(1v) above resulting from Customer's or Its employees' or agents' actions. 14. TBR51 AND TERMINATION TheAgreementshall commence on din date Indicated on rite first Service Plan entered into between the parties and shall continue until Stryker ceases to provide Services or the Agreement 1s canceled by either party bygiving a ninety (90) days priorwrltten notice of any such cancellation to the other party. If this Agreement is canceled during or before the expiration date ofthe Agreement, Customerwlll owe for the months covered up to the cancellation date of the Agreement and for any parts, labor, and travel charges, requIred to maintain Equipment, exceeding that alreadyliald during the Agreement in the event Customer has pre -paid for the services hereunder, any unused amount as of the date ofcancellatlon shall be returned to the Customer on a pro•rata basis. �-APWA NO �: ' ., 19, FORCHMA)EURE Except for Customer's payment obligations, which may only be delayed and not excused entirely, nelther party to this Agreement will be liable for any delay or failure of performance that Is the result ofany 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, butnotbe limited to, terrorism, acts ofwar, riots, civil disorder, rebellions, fire, flood, earthquake, explosion, action of the elements, acts of God, Inability to obtain or shortage ofmaterlal, equipment or transportation, governmental orders, restrictions, priorities or rationing, accidents and stripes, lockouts or other labor trouble or shortage. 16, INSURANCE REQUIREMENTS Stryker shall maintain the following insurance coverage during the term of the Agreement:(I) comm erchil 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; (11) automobile liability insurance with combined single limits of $1,000,000.00 for owned, hired; and non -owned vehicles; and (110 worker's compensation Insurance as required by applicable law. At Customer's written request, certificates oflusurance shall be provided by Stryker prior to commencement ofthe Services at any premises owned or operated by Customer. To the extent permitted by applicable laws and regulations, Stryker shall b a permitted to meet the above requirements through a program of self-insurance, 17. WARRANTY OFNON•EXCLUSION Each party represents and warrants that as of the Effective Date, neither it nor any ofits employee; are or have 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 governmentbas occurred or Is pendingar 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 that if during the term of this Agreement it, or any of lts employees becomes so excluded, terminated, suspended, or debarred from a federal orstate health care program or from participation in any federal or state procurement or non-procurementprograms, such will promptly notify the other party. Each party reWnsthe right to terminate or modify this Agreement In the event of the other parry's exclusion from a federal or state health care program. 18, COMPLIANCE Stryker, as supplier, herebyinforms 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 costreports, and as otherwise required underthe Federal Medicare and Medicaid Antt-Kickback Statute and the regulations thereunder (42 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) Itshal l make all required cost reports, arid (H)ithas the corporate power and authority to make or cause such costreportatobamade. To the extent required bylaw, Customerand Stryker agree to comply with the Omnibus Reconciliation Act of 1980 (P.L.962499) and its implementing regulations (42 CFR, Part 420).To the extentapplicable 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, Strykershall make availabie, upon written request of the Secretary of the Department of Health and Human Services, or upon request of the Comptrol ler General, or any of their duly authorized representatives, this Agreement and the books, documents and records of Stryker that are necessary to verify the nature and extent of the casts charged to Customer hereunder. Stryker further agrees that IfStryker carries out any of the duties of this Agreement through a subcontract with a value or cast of ten thousand dollars ($10,000) ormore over a twelve (12) month period, with arelated organization, such subcontract shall contain a clause to the effect that until the expiration of four (4) years after the furnishing ofsuch services pursuant to such subcontract the related organization shall make available, upon written request tothe Secretary, or upon requestto the Comptroller General, orany of their duly authorized representatives the subcontract; and books and documents and records ofsuch organlzatlan that are necessary to verify the nature and extent of such costs, 19. CONFIDENTIALITY The parties hereto shall hold in confidence thisAgreementand 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, hereto or otherwise, or which areasonable person would consider to be proprietary or confidential Information; and (b) hereby covenant that they shall natdlsclose such information to any third party wlthoutprlorwritten authorization of the one to whom such Information, relates. The rights and remedies available to a party hereunder shall notlimit or preclude any otheravallable equitable orlegal remedies. 20. HIPAA Stryker Is rota'business associate" of customer, as the term "business associate" is defined by HIPAA (the Health Insurance Portability and Accountability Act 0171996 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 necessaryto complytvith HIPAA, and ifan agreement cannot be reached the applicable Service Plan will immediately termhnate.All medical information and/or data concerning specific patients (including, butnothmited 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 orpermitted under applicable laws. Notwithstanding the foregoing, Stryker may he considered a "business associate" of Custamers related to any Service Plan for wireless products and/or other designated business associate ser0ces. If Stryker Is considered a "business associate" of Customer, Stryker will agree to enter into a business associate agreement with Customer as required by HIPAA. 2i. iNSSCL+LLANIIOUS Neither party may assignor transfer their rights and/or benefits under this Agreement without the prior written consent of the other party, except that Stryker shell have the right to assign this Agreem ent or any rights under or Interests in this Agreement to any parent, subsidiary or afFiilate ofStryker. 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 construed 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 ofcompatentjurlsdlctton,will not affect or Impair the enforceability of the remainder ofthe Agreement This Agreement constitutes the entire agreementbetween the parties concerning the subject matter of this Agreementand supersedes all prior negotiations and agreements between the parties concerning the subject matter ofthis Agreement In the event oran Inconsistency or conflictbetween Us Agreamentand any purchase order, invoice, or similar document, this Agreement will control. Any inconsistency or con filet between the terms of this Agreement and a Service Plan shall he 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, NAINTENANCE 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 ifthe product meets the operations and maintenance manual guidelines for that particular pro duct as of the date of inspection. Despite any such Inspection, Strykermakes no claims or assurances as to future performance, including no express or Implied warranty, for any product which was Jnspected outside of Its warranty period or beyond Its tested expected service life. r to Work for You When lives are at stake, you need someone who takes a proactive approach to keeping your equipment up and running. With our ProCare Service, you can count on trusted experts dedicated to caring for your equipment, so you can focus on what truly matters — saving lives. We're your ideal service partner and will provide you with OEM expertise as well as propriety diagnostics tools that help us fix equipment efficiently and effectively, ZE313 _slVQ1ff Stryker's ProCare Service O o;;�� ,, plans tailored to your needs Preventive Protect ; Prevent maintenance plan Annual. preventive:maintenmice. ; inspectionservice . .' " Documentation fox regulating bodes -Str lc6r-trained service specialist Loaner device during M ® • and repairs Discohits•on•upgrad'es;'acce'ssories and -( iv' osables. Software updates13 • • 24/7 'telephoAe. support ®. •. Stryker OEM parts • Battery servicing'dncl'ilbNdcem6ht� • Labor and -travel. expenses I ! 1 • plan €=, Service details onslte Servttes are performed between 9 a.m, to 6 p.m, local time, Monday through Riday, excluding holidays, Customer is to ensure CaveredEquipment is available for Service at scheduled times or additional labor charges may apply. Some Services may nothe completed ousite. Stryker will cover travel and/or round-trip £reightfor Covered Equipment that must be sent to our designated facility for repair. ship -in servica will sbip your device to the nearest service centerfor xepaira and inspections. we use only original manufacturer parts, and services will be performed at a designated Stryker facility. Stryker will cover round-trip shipping (ground only) for covered equipment sent to our designated facility for service. i ooners willbe provided if Covered Equipment must he removed #Yam use to complete repairs, Stryker will strive to provide Customer with a similar loaner device until the Covered Equipment is returned. Customer assruees complete responsibility for the loaner and shall return the loaner in the same condition as received, upon the earlier of the return of tharemoved Covered Equipment or Stryker request. Updates are changes to a device to enhance its current features, stability or software. Stryker will Install Updates at no additional cost, provided such•Updatas are installed at the time of regularly scheduled Services, Updates at a time other than regularly scheduled Services will ho billed on a soparate invoice at 20% off the then -current list price of the Update. Ifparts must be replacedto accommodate installation ofnew software, such parts maybe purchased at 30% off the then -current list price. Upgrades are major, standalone versions of software or tho addition offeatures or capabilities to a device. For all servica Plans, Upgrades are not provided under the Plan and mustba purchased separately, Upgrades are available at 17% off the then -current list price. Service Plans da not include: supply or repair of accessories or disposables; repair of damage caused by miause, abuse, abnormal operating conditions, operator arxors, acts of God, and use of batteries, electrodes or other products not distributed by Stryker; replacement or repair of cases; repair or replacement of items not originally distributed or ` e maintenance • Update software to the most current version • Check allbatteries and battery pins • rnspecttheintegrity ofaccessories endrecommend replacement as needed • Test the integrity of all cables and recommend replacement as needed • Electrical safety check in accordance with NFPA guidelines • Computer -aided diagnostics to test 30 device dimensions endverify the unitfunctions accurately, from waveform shape and defibrillation. energy to pacing current and capnographyreadings (ifpresentl • Check electrode expiration dates and recommend replacement as needed • Checltprinter operation ancitracequality .�i . maintenance • Update software to the most current version • Check all batteries and battery pins • inspect the integrity of accessories and recommend replacement as needed • Test linear sensor and recalibrateifneeded • Lubricate and adjust meohanicatparts,including compression module and claw lock • Cleanhood, fan, intake and bellows • Performfunetional test on all mechanicalcomponents and electronics Computer -aided diagnostics • Replacement of LUCAS Disposable suction cup, LUCAS Patient Straps, or LUCAS Stabilization Strap, as deemednecessaryby Stryker maintenance • Update software to the most current version • Cheek all batteries and battery pins • Inspect the integrity of accessories andrecommend replacement as needed • Test the integrity ofall cables andrecommend replacement as needed • Electrical safety checkinaccordance withNFPA guidelines • Computer -aided diagnostics to verify the unit functions accurately, including waveform shape and defibrillation energy • Replace up to 1 battery pack in accordance with the device operating instructions or upon battery failure • Replace 1 set of expired adult therapy electrodes at scheduled time of service ^ ;l p'1 .. .... � . .. {;... , n plan .,..Is^iii'.-%�„<:'�?' laXl. , ia'Fi�r���,r�� i��,.ly ... .... ....... • Repairs (parts and labor) to restore equipment to manufacturer specifications • LIPEPAIibattery-charger repairorreplacement as deemed necessary by Stryker* • Power -adapter repair or replacement • Replace up to 3 lithium -ion batteries in accordance with the device operating instructions ar upon failure, • Replace up to I coin call memory battery in accordance with the device operating instructions or upon failure* plan • Combines benefits of Protect and Preventive Maintenance Service Plans • Replacement ofprotective display shield, cornerbumperguards, Cot connector cover, shoulder strap, handle, device labels, and battery pins as deemed necessaryby Stryker at time of annual inspection. .. LIFE_ PAK "J L11UllltUt�CiC:(7)�ll((�ILt?l 15 _ t"• • Repairs (parts and labor) to restore equipment to manufacturer speoifications • Replace up to 2 LUCAS chest compression system batteries in accordance withtbe Instructions for Use or upon battery failure" • LUCAS Battery Desk Top Charger, LUCAS Aux Power Supply, LUCAS Car Cable repair a r repla cement as deemed necessary by Stryker" • tieplacementofLUCASDisposablesuctioncup, LUCAS Patient Straps, or LUCAS Stabilization S plan • Repairs (parts and labor) to restore equipment to manufacturer specifications pan. • Combines benefits of Protect and Preventive Maintenance Service Plans plan • Combines benefits of Protect and Weventive Maintenance Service Plans Service Plans are also available fox the LIFEPAX20e, and LIFEPAIZCR2 devices, To find out more about our Service Plans, please contact your Stryker Representative, or call' I-800-STRYKER -Feature is available based an product specification and customization of package. Stryker Corporation or Its divisions or ether corporate affiliated entities own, use or have applied for tho follocvin g trademarks or service marks: GllR 334e347 A