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HomeMy Public PortalAbout046-2021 - Fire - Stryker Sales Corp - Purchase of Lucas Chest Compression System PURCHASE AGREEMENT THIS AGREEMENT made and entered into this �.J j day of /�'/ , 2021, and referred to as Contract No.46-2021,by and between the City of Richmond,In iana, a municipal corporation acting by and through its Board of Public Works and Safety(hereinafter referred to as the"City") and Stryker Sales Corporation, 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 furnish and provide as a sole source provider of four(4) LUCAS Chest Compression Systems and associated power supplies and accessories (hereinafter "equipment") for the Richmond Fire Department as further described in Contractor's quote. Contractor's quote, dated March 4, 2021, consisting of four (4) pages is attached hereto and marked as Exhibit A. Contractor agrees to abide by the same. Contractor shall not modify or alter any standard warranty from the manufacturer of the above described Equipment. Nothing contained herein shall prevent Contractor from providing any additional or supplemental warranty in addition to that provided by the Manufacturer. Further, Contractor shall provide City with copies of its warranty upon receiving a written or verbal request to receive such warranty. Should any provisions, terms, or conditions contained in any of the documents attached hereto as 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. Contract No. 46-2021 Page 1 of 6 SECTION III. COMPENSATION City shall pay Contractor a total amount not to exceed Fifty-eight Thousand Seven Hundred Ninety-seven Dollars and Thirty-two Cents ($58,797.32) for complete and satisfactory performance of this Agreement. . SECTION IV. TERM OF AGREEMENT This Agreement shall become effective when signed by all parties and shall continue in effect until satisfactory delivery and acceptance of the Equipment. 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 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. This Agreement may also be terminated by the City if a force-majeure event occurs and the results or aftereffects of said event causes the performance of this Agreement to become impossible or highly impracticable. Said event or results or aftereffects of said event would include events or effects which the parties to this Agreement could not have anticipated or controlled. Examples of a force-majeure event, or its results,would include,but would not be limited to, events such as an Act of God, an Act of Nature, an Act of Law, or an Emergency Act of Executive Enforcement of the Federal government, the State of Indiana, or local government. 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 Page 2 of 6 • 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. 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 22-3-2-5,22-3- 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 DISCRIIVIINATION 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 Page 3 of 6 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 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 22-5-1.7-11 (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. Page 4 of 6 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 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. Page 5 of 6 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 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 INDIANA by and through its 3800 E. Centre Avenue Board of Public Works and Safety Portage,MI 49002 ( By: 16I 1/i(1/60 By. , Vicki Robinson,President By: Printed: g/in�1 J e'" Emily almer,Member By: Title: r` r'1®'' �fi Matt Evans,Member APPROVED: / _ Date: -3 M. S w Ma r Date: 0' /` 2,9Z� Page 6 of 6 stryker Quick Quote 3/4/2021 12:15 PM Stryker Sales or Quote Number: 10338080 Remit to: Stryker Medical P.O. Box 93308 Version: 1 Chicago, IL 60673-3308 Prepared For: RICHMOND FIRE DEPT Rep: Mandy O'Grady • Attn: Email: amanda.ogrady@stryker.com Phone Number: Quote Date: 03/04/2021 Expiration Date: 06/02/2021 Delivery Address End User-Shipping-Billing Bill To Account Name: RICHMOND FIRE DEPT Name: RICHMOND FIRE DEPT Name: CITY OF RICHMOND Account#: 1226715 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 Indiana 47374 Indiana 47374 Indiana 47374 Equipment Products: # i Product Description Qty !Sell Price.' - !Taal 1.0 99576-000063 LUCAS 3,v3.1 Chest Compression System,Includes 4 $12,952.00 $51,808.00 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 2.0 11576-000060 LUCAS Desk-Top Battery Charger 3 $1,012.70 $3,038.10 3.0 11576-000071 LUCAS External Power Supply 3 $320.62 $961.86 4.0 11576-000080 LUCAS 3 Battery- Dark Grey- Rechargeable LiPo 4 $612.00 $2,448.00 5.0 11576-000046 LUCAS Disposable Suction Cup (3 pack) 1 $121.36 $121.36 6.0 11576-000047 LUCAS Disposable Suction Cup (12 pack) 1 $420.00 $420.00 Equipment Total: $58,797.32 Price Totals: Grand Total: $58,797.32 (Comments: Prices: In effect for 60 days. Terms: Net 30 Days Ask your Stryker Sales Rep about our flexible financing options. EXHIBIT PAGE 1 Stryker Medical-Accounts Receivable-accountsreceivablena strvker.com-PO BOX 93308-Chicago,IL 60673-3308 • stryker Quick Quote 3/4/2021 12:15 PM Stryker Sales or Quote Number: 10338080 Remit to: Stryker Medical P.O. Box 93308 Version: 1 Chicago, IL 60673-3308 Prepared For: RICHMOND FIRE DEPT Rep: Mandy O'Grady Attn: Email: amanda.ogrady@stryker.com • Phone Number: Quote Date: 03/04/2021 Expiration Date: 06/02/2021 AUTHORIZED CUSTOMER SIGNATURE EXHIBIT A PAGE 2 Stryker Medical-Accounts Receivable-accountsreceivableQstrvker.cont-PO BOX 93308-Chicago,IL 60673-3308 Deal Consummation:This is a quote and not a commitment.This quote is subject to final credit, pricing,and documentation approval.Legal documentation must be signed before your equipment can be delivered.Documentation will be provided upon completion of our review process and your selection of a payment schedule. Confidentiality Notice:Recipient will not disclose to any third party the terms of this quote or any other information,including any pricing or discounts, offered to be provided by Stryker to Recipient in connection with this quote,without Stryker's prior written approval,except as may be requested by law or by lawful order of any applicable government agency. Terms:Net 30 days.FOB origin.A copy of Stryker Medical's standard terms and conditions can be obtained by calling Stryker Medical's Customer Service at 1-800-Stryker. In the event of any conflict between Stryker Medical's Standard Terms and Conditions and any other terms and conditions,as may be included in any purchase order or purchase contract,Stryker's terms and conditions shall govern. Cancellation and Return Policy:In the event of damaged or defective shipments,please notify Stryker within 30 days and we will remedy the situation.Cancellation of orders must be received 30 days prior to the agreed upon delivery date.If the order is cancelled within the 30 day window,a fee of 25%of the total purchase order price and return shipping charges will apply. EXHIBIT Pt PAGE 3 OF LI 3 stryker October 7,2020 August 10,2020 Stryker is the sole-source provider in the Hospital(hospitals and hospital-owned facilities),Emergency Response Services and Emergency Response Training(paramedics,professional and volunteer fire)markets in the U.S.and Canada for the following products: • New LIFEPAK®15 monitor/defibrillators • New LIFEPAK 20e defibrillator/monitors • New LIFEPAK 1000 automated external defibrillators • New LUCAS®chest compression system • TrueCPR®coaching devices • CODE-STATTM data review software and service Stryker is the sole-source provider in all markets for the following products and services: • RELITM(Refurbished Equipment from the Lifesaving Innovators) devices • LIFENET®system and related software • Factory-authorized inspection and repair services which include repair parts,upgrades,inspections and repairs • HealthEMS®Software • HomeSolutions.net®Software • ACLS(non-clinical)LIFEPAK defibrillator/monitors • Heart Safe SolutionsM Government Campus Solution • MultiTech 4G and Titan III gateways Stryker is also the sole-source distributor of the following products for EMS customers in the U.S.and Canadian markets: • McGRATHT"MAC EMS video laryngoscope Stryker does not authorize any third parties to sell these products or services in the markets listed above.We will not fulfill orders placed by non-authorized businesses seeking to resell our products or services.If you have questions,please feel free to contact your local Stryker customer service representative at 800.442.1142. Sincerely, Matt Van Der Wende,Senior Director,Americas Sales Copyright©2020 Stryker GDR 3321967_M Stryker or its affiliated entities own,use,or have applied for the following trademarks or services marks:LIFEPAK,LUCAS,TrueCPR,CODE-STAT,RELI, LIFENET,HealthEMS,HomeSolutions.net,Heart Safe Solution,Stryker.All other trademarks are trademarks of their respective owners or holders.The absence of a product,feature,or service name,or logo from this list does not constitute a waiver of Stryker's trademark or other intellectual property rights concerning that name or logo. EXHIBIT ,4 PAGE Li OF y Era erg ncy Care 11811 Willows Road NE,Redmond,WA 98052 USA I P+1 425 867 4000 I Toll-free+1 800 442 1142 I stryker.com