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Home My Public Portal About033-2023 - Stryker Medical - purchase of (2) MTS power cots AGREEMENT THIS AGREEMENT made and entered into this 71-61 day of 11'614 , 2023, and referred to as Contract No. 33-2023, 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 as a sole-source provider certain equipment which includes, but is not limited to, two (2) MTS Power Load Pro 2 cots and loading systems as further described on Contractor's quote (hereinafter referred to as "equipment" or "cots and loadings systems") and to provide sole-source annual preventive maintenance, inspection, and repair of said cots and loading systems for a three-year period for the lire Department of the City of Richmond (the Project). Contractor's quote, dated January 27, 2023, consisting of three (3) pages, is attached hereto and marked as Exhibit A. Contractor agrees to abide by the same. 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 wnditions 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. 33-2023 Page 1 of 7 ...... SECTION III. COMPENSATION City shall pay Contractor a total amount not to exceed One Hundred ':fltirty-three 'Iliousand Nine litmdred Fifty-six Dollars and Ninety-two Cents 5,$133,956.92) for complete and satisfactory performance of this Agreement. SECTION IV. TERM OF AGREEMENT This Agreement shall become effective when signed by allpar\j9tie::1:--i''idshall continue in effect until March 31, 2026. The non-services portion of this Agreement pertaining only to the furnishing and purchase of the equipment shall continue in effect until satisfactory delivery of all equipment. Notwithstanding the term of tins Agreement, City may terminate this Agreement in whole or in part, for cause, at any time by giving at least five (5) working clays written notice specifying the effective date and the reasons tbr termination which shall include but not be limited to the following: a. failure, for any reason of the Contractor to fidfill 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 termitiation, the City shall he 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 he terminated. This Agreement may also be terminated by the fay 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 a'ftere.ffects of said event would Page 2 of-7 . „ 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 sue 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. IN 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. Coverage Limits A. Worker's Compensation & Statutory Disability Requirements B. Employer's Liability $100,000 C. Comprehensive General Liability. Section 1. Bodily Injury S1,000,000 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 S1,000,000 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. PROHIBITION AGAINST INSCRIMINATION 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 he 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 Agreanent of any subcontract hereunder, Contractor, any subcontractor, or any persae' 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 f:orfeited, 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, he considered a material breach of this Agreement. SECTION VIII. COMPLIANCE WITH INDIAN.A 1E-VERIFY PROCiRAM REQLTIREMENTS 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. SECTION IX. IRAN INVESTMENT ACTIVITIES Pursuant to Indiana Code (IC) 5-2246.5, 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 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. 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.tie parties, although it may be altered or amended in whole or iii 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, rnotiation., 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 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, S'FRYKER SALES, ITC INDIANA by and through its 3800 E. Centre Avenue Board of Public Works and Safety Portage, MI 49002 By: 04. /66 Vicki Robinson, President By: Printed: Etni ly Pa mer, Member By: Ac.c.o..sinv Malt Evans, Member Date: Date: 7,(,) 410111). APPROVL7D: 177-2 .011/, I)a id 0 11811110,yor Date: 63 06 z.3 Page 7 of7 A Dennis Powered System Quote Number: I8643079 Remit to: Stryker Medical P0. Box 833O8 Version: I Chicago' |L 60673'3308 Prepared For: R|CHMQND FIRE DEPT Rep: Zac/ordan Attn: Email: oacjordandDstrykeccom PhooeNumbe: Mobile: (268) 548'7334 Quote Date: 01/27/3023 Expiration Date: 04/27V023 Delivery Address EndUse, - Shipping - giHing Bill TbAccount Name: R|CHM0ND FIRE DEPT Name: R|[HM0ND FIRE DEPT Name: CITY 0FR|CHMQ0D - -- Accourt#: I2207I5 Account 12267I5 Accuunt#: I066380 Address: I0IS5T1ST Address: 101. S5THST Address: 50N5THSTFUCHMONDFIRE DEPT R|CHMON0 RI[HMOND R|CHMONQ Indiana 47]744Z22 |ndiana47574-422Z Indiana 47374 Equipment Products: I�0 53900555000I VITS POWER LOAD*INCLUDES FLOOR PL«JE* 2 $27.999.40 $55,988�80 2.0 658705550001 65U7 POWER PRO Z' HIGH CDNF|G 2 $30.250.77 $60'50I.54 3.0 650707080002 LiUhiom'|onBattery Z $755.28 $I.530.58 4.0 65070045030I AS5EMBLY. GAFTERY[HARGER 2 $I.095�28 $2.I90^52 5.0 6507004501.02 ASSEMBLY, POWER CORD, NDRTMAM 2 $24.96 $49.92 EquipmentTota|: $120.27I.34 Trade UnCredit: PrmCamePmmdmcts: 6.I 750I1PT PmCarePnwepL0AD Prevent Service: Annual onsiie 2 $4.732.80 $9,465,60 preventive maintenance inspection and unlimited repairs Including parts, labor and travel for MTSP0VVERLOAD *INCLUDES FL�ORPLArE* preVE!rltive rnaintenance inspection and unlimited repairs including parts, labor an(] travel with SEM and battery coverage for 6507 POWER PRO 2, HIGH CONFIG °ser�ce coverage is for syea,sofmchproduct, PmCaeThLa|: $l2'O78.5O l . . ,. ` - . stryker A Dennis Powered System Quote Number: 10643078 xemitto: Stryker Medical PO, Box 833U8 Version: z Chicago, IL 50673`3308 Prepared For: R|CHM0No FIRE DspT xcp: Zac]ondao Attn: Email: zacjordnn@)strykcrcnm Phone mumbec Mobile: (269) 548'/334 Quote Date: 01/27/2023 Expiration Date: 04/2//2023 Price Totals: Estimated 3a|cs7ux (0'000Y6): $0.00 Freight/Shipping: $1.607.O8 uraod7bta|: $133'956,92 | | Prices: In effect for ]O days Turns: Net 30 Days Contact your local Sales Representative for more information al',)(.)ut our flexible payment options. [EXHIBIT�^ ^ ^ '^~^- uuyxerINIcdical Arco^uuaecwaWe' eo BOX yasoa Chicago,o.onso-3uoa ~ . Capital Terms and Conditions: Deal [onsummadon: Thi�s is a quote and riot commitment. This quote is Subject tofinal credit, pricing, arid documentation approval. Legal docurmentadon must: besigned before your equipment can be delivered. Documentation will be provided upon completion of our review process arid your, selection of a payment schedule. Confidentiality Notice: Recipient will riot disclose to any third party the terms of this quote or any other information, including any pricing or discounts, offered to be pmvidedbyStrykertoKedpientinconnectionvviththisquote. m/ithootS1ryk*r'spriorvvrittenappnova|' except as may be requested by law or by lawful order of any applicable government* agency, A copy of Stryker Medica|'sAcute [ere capital terms an(] conditions can be found at httPs://techweb.s"ker,com/ Terms Conditions/index.htmi. A copy of Stryker Med|ca|'s Emergency Care capital terms and conditions can be found at PAGE OF