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HomeMy Public PortalAbout045-2023 - Stryker Medical - Parts & Services LUCAS Chest Compressions AGREEMENT THIS AGREEMENT made and entered into this . day of , 2023, and referred to as Contract No. 45 -2023, by and between the City of Richmond, Indiana, a municipal corporation acting by and through its Board of Public Works and Safety (hereinafter referred to as the "City") and Stryker Sales, LLC, 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 parts, labor, and travel associated with the current three-year maintenance, inspection, and repair of the Fire Department's LUCAS chest compression devices, LifePak 1.5 devices, medical cots, and stair chairs equipment for the Fire Department of the City of Richmond (the Project). A request for quotes, dated February 15, 2023, has been made available for inspection by Contractor, is on file with the Fire Department, is hereby incorporated by reference, and made a part of this Agreemmt. Contractor agrees to abide by the same. Contractor's quote, dated February 17, 2023, 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 parts. 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. Contract No. 45-2023 Page I of 7 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 Thirty-one 7Ehousand Two hundred Forty- one Dollars and Fifty-nine Cents ($31.,241.59) 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 January 23, 2026. 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. Page 2 of 7 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 suclt as an Act of God, an Act of Nature, an Act of I,aw, 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 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 wider 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 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 Page 3 of 7 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. PR.OHIBITION 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 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 (55.00) 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. Page 4 of 7 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 a--)ntractor 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. 1 (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 he 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 within ninety (90) clays 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 mariner set forth in IC 5- 22-16.5, the City re:serves 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. Page 5 of 7 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, value, 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 frott 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 attom.ey's fees. [Signature page to follow.] Page 6 of 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, LLC INDIANA by and through its 3800 E. Centre Avenue Board of Public Works and Safety Portage, MI 49002 05(. By: _ _ By: Vicki Robinson, President By: Printed: Emily lPa1mer,Member By: „ Title: Matt Evans, Member Date: -L‘' Date: APPROVED: avidTeIayor Date: Page 7 of 7 cl re,Services stryker® Sales Rep Name: Zac Jordan 3800 E.Centre Ave PreCare Service Rep: Zach Eluhr Portage,MI 49009 Date: 2/17/2(123 ID 230217161358 Iff01'11111; 1140110$41101W1t#00,12 Billing Ace Burn: Name: Albert Dennis Shipping Acct Num: 1226715 Title: EMS Chief Account Bathe Richmond Fire Dept l'honei (765)238-13763 Account Address 101 S St adennis@richmondindianargov City,State Zip Richmond,IN 47374 4:V.11Mi „ , " ,& ( " Item Model Model Description ProCare Program Qty Yrs Total No. Number LP15 LifePak 15 1,P15 Prevent Onsite 2 2.5 start 8/20/23 58,623.39 2 LUCAS LUCAS LUCAS Prevent Onsite 4 3 516,697.40 3 6252 Stair Choir EMS PM Only 6 3 52,232430 4 6506 Power Cots EMS Prevent 1 3 53,688430 R001603410.411.0101, „ ONO I 'A'1 ' IOW St MIN f,111/11111111, " ' " EMS Prevent: *Includes parts,labor,travel *Includes 1 annual PM inspection *Includes unscheduled service *Includes battery replacement *Includes product equipment checklists, *Replacement parts do not include mattresses,and other Disposable or expendable parts, EMS PM Only: *Includes 1 annual PM only. LUCAS Prevent Onsite: ProCare LUCAS Prevent Service:Annual on':e preventive maintenance inspection and unlimited repairs including parts,labor and travel with battery coverage I.P1.5 Prevent Onsite: ProCare L1FEPAK 15 Prevent Service:Anima onsite preventive maintenance inspection and unlimited repairs inciucling parts,I thor and travel with battery coverage Unless otherwise stated on contract,payment is expected upfront ProCare Total $31,241.59 FINAL TOTAL $31.,244,59 Start Date: 1/24/2023 End Date: 1/23/2026 Stryker Signature Date Customer Signature 1 „mem' 0,f -15.te 1 "t7I1*51:eiel?:.mz eeearem-><; est The Terms and Conditions of this quote and(my subsequent purchase order of the Customer are governed by the Tern is and Conditions located at https://techweb.stryker.com The terms and conditions referenced in the Mr nediately preceding sentence do not apply where Customer and:Stryker are ran Des to a Mast:er Service Agreement. Purchase Order Number This is not an invoice. A physical invoice will be mailed. Remit payment to: P.O.Box(13308 Chicago,IL 60673-3308 If contract is over$5,000 please send hard copy PO , r fL1111111 , „'" 4 . fri Please email signed Proposal and Putichas e 07-nit:to procarecoordinators@strykencom. Al information contained within this cluatAlon sin sfiered confiddmtial and cc and is:M t SU hjcs t to public disclosure. "Quote pricing valid for 30 days. [EXHIBIT A PAGE OF 0,L=1 St W a ;1 Igo' l'r 01 'ilk ;i r jr7 tar rf�'U iT t o VV i r,7iYF� y rV Or r c,.., E ..., r li.,,..;r r ii Item No. Model Serial Number Program 1 LP15 48429090 LP15 Prevent On:s'ite 2 LP15 40435257 LP15 Prevent ensile 3 LUCAS 352111537 LUCAS Prevent Onsite 4 LUCAS 3521UI41 LUCAS Prevent Onite 5 LUCAS 352111542 LUCAS Prevent Onsite 6 LUCAS 352.111543 �� LUCAS Prevent Oriole 7 6252 03034005(.l EMS PM Only O 6252 —_ .. 1403414:(0 EMS PM Only --- 9 6252 1.40341411 EMS PM Only 10 6252 101.2411.95 EMS PM Only 11. 6252 1(11.241.1.96 EMS PM Only 12 6252 2002010000130 EMS PM Only 13 6506 150'1.41.289 EMS Prevent Purchase Order Form Stryker' Account Manager Purchase Order Date Cell Phone Expected Delivery Date Stryker Quote Number 230217161358 Check box if Billing same as Shipping Billing Account Num 0 Shipping Account Num 1226715 Company Name Company Name Richmond Fire Dept Contact or Department Contact or Department Albert Dennis Street Address Street Address 101 S St Addt'l Address Line Addt'l Address Line City,ST ZIP City,5T ZIP Richmond,IN 47374 Phone Phone (765)238-8763 Authorized Customer Initials Authorized Customer Initials DESCRIPTION CITY TOTAL REFERENCE QUO FE Accounts Payable Contact Information Name Email Phone Stryker Terms and Conditions https://techweb.stryker.com Authorized Customer Signature Printed Name Title Signature Date Attachment Stryker Quote Number 2302171613581 *Sales or use taxes on domestic(USA)deliveries will be invoiced in addition to the price of the goods and services on the Stryker Quote. /EXHIBIT E-P-A-6E -1-0F7c-' (-1 *svrma�hnnn m�~ ~~wtn ��m����x L|FEPAKmI5service Stryker has I notified by Our global parts providers that some components used on(-,ertain LIFEPAK 1.5 monitor/defil models(Part I beginning with vIs'2)are no|onuer available/n the market,Service vn the uperAx'15 with Part Number beg ,inning with v1s-s or vzs-7 is unaffected. Stryker will continue to offer service support for this subset of the 115 as follows: ^x}|service parts with available/rrve"mry car)bc purchased uv our end users •Transactional set-vice(time and material)is available for non-contracl:ct.ztorners o If a component has failed on your device,your local Sales Representative should I contacted for support ,Contractual service u Stryker will continue w offer contractual service vn^yearly basis only n Preventive mainu,nuncewUcuohooemuedoncondmjoy`|c,s than eight(8)years old.After this point,wc will cease m conduct preventative m^imtcranrcand,hU+todcvicein`roctious o/facomponent fails onvou,device, please contact your local Sales Representative h/sopport.xnnrmudcmukfornnyvm' paid service will be provided should a unit I non-serviceable clue to part avdilal It is irT1pOrtdr1L to note that the LIFEPAK 15 has an expected life of eight(8)years from the date of manufacuire.If You are uncertain ofthe manufacture date of your products,please contact yoor local Sale.5 Representative for a full fleet assessment. We want to ensure the highest quili, products and services for our rvsmmeo. 4s such,kb Important m know that Stryker b the only pox approved service provider for our products.We do not contract with third party service providers,nor will wcbe providing them with any additional parts for these repairs, *u such,wocannot guarantee the safety and efficacy of any device that is repaired by a third-party service agency.