HomeMy Public PortalAbout171-2013 - Fire - Stryker Medical - Maintenance plan for cots and stair chairsAGREEMENT
THIS AGREEMENT made and entered into this �?-- day of ; 2013, and
referred to as Contract No. 171-2013, 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 Medical, 3800 E. Centre Avenue, Portage, MI 49002
(hereinafter referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide annual maintenance, inspection, and repair of the
medical cots and stair chairs for the City of Richmond Fire Department.
A Request for Quotes dated July 29, 2013, has been made available for inspection by Contractor,
is on file in the office of the Fire Department, and is hereby incorporated by reference and made
a part of this Agreement. Contractor agrees to abide by the same.
The response of Contractor to said Request for Quotes is attached hereto as Exhibit A, which
Exhibit is dated October 22, 2013, consisting of five (5) pages, and is hereby incorporated by
reference and made a part of this Agreement. Contractor shall provide all equipment and
services listed on "Exhibit A."
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.
The 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 foIIowing has been met:
1. The City is in receipt of any required certificates of insurance and/or
warranties;
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. 171-2013
Page I of 6
SECTION III. COMPENSATION
City shall pay Contractor a sum not to exceed One Thousand Six Hundred Fifty-six Dollars and
Zero Cents ($1,656.00) per year for a total amount not to exceed Four Thousand Nine Hundred
Sixty-eight Dollars and Zero Cents ($4,968.00) for the three (3) year term 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 for
a period of three (3) years commencing January 1, 2014 and ending December 31, 2017.
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.
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
Page 2 of 6
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
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
$1,000,000 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. 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
Page 3 of 6
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 VIII. 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 IX. 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 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
Page 4 of 6
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 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 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 parry, 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 Wayne County, 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 Wayne County, 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"
THE CITY OF RICHMOND,
INDIANA by and through its
Board of Public Works and Safety
By:
Vicki Robinson, President
By: &
Dian Lawson, Member
M.
Date:
APPROVED:
Sarah L. Hutton, Mayor
Date:
"CONTRACTOR"
STRYKER MEDICAL
3800 E. Centre Avenue
Portage, MI 49002
Printed: k o,
Title: Sn-` e_
0
Date: ��2t L(
Page 6 of 6
OF S
p e .
Stryker Protect Service Agreement - 3 Year
36oO E. Centre Ave.
QUOTE NUMBER: Kyle Owen -City of Richmond- Portage, Ml49oo2
Date October 22, 2013 This Stryker Service Program includes:
Account # 1066380 ' 1 Preventative Maintenance Check
Account Name City of Richmond ' All Parts Excluding Mattresses
Address 50 North 5th St ' All Labor and Travel
City, State, ZIP Richmond, IN 47374 ' Factory Authorized Service Technician
' Stryker Factory Parts
Contact Tim Brown ` 2 Hour Call Response
Title/Dept. Rep Name: Kyle Owen
Phone # -- Ext:
Fax # —
E-mail tbrown(o)richmondindiana.gov
Thank you for your interest in the Stryker Protect Service Agreement. World -class customer service and technical support programs help keep every -
product in top condition throughout its life span. Stryker offers a variety of service options that will maximize your products life and availability. Please rev
the proposal and pricing information below.
A SERVICE CONTRACT HELPS TO:
Ensure equipment reliability ° Establish Joint Commission documentation
Stabilize maintenance budgets • Increase product life
Diminish equipment downtime ° Enhance trade-in value
YEAR 1 YEAR 2
Qty Model # Program Ext. $ Ext. $
3 6252 Protect $ 537.00 $ 537.00
3 6082 Protect $ 1,119.00 $ 1,119.00
Address risk management
and safety
YEAR 3
Ext. $
$ 537.00
$ 1,119.00
ent for
�Annual TotalYeariv Investmentrogra Year 1 $ 1,656.00Year 2 $ 1,656.00 Year 3 $ 1,656.00
Stryker Service agrees to service the equipment listed on this Agreement.
This Agreement shall be effective 10/22/2013 through 10/21/2016
Contract Administrator
Oct 22 2013
Date Offered
'Please fax signed Proposaland Purchase Orderto Tom Tackaburyat269-321.3501
Customer signature
Purchase Order Number (MUST INCLUDE HARD COPY)
Date Accepted
STRYKER MEDICAL SERVICE TERMS AND CONDITIONS —PROTECT SERVICE AGREEMENT
Stryker Medical, a division of Stryker Corporation, will provide services listed below under the following terms and conditions of this Service Contract
(the "Agreement") to the customer detailed below ("Customer"). Services will be conducted on the equipment identified ("Equipment') at the
location described ("Equipment Site").
STRYKER PROTECT
The Stryker Protect Agreement pricing includes parts, labor avid travel associated with one (1) annual maintenance inspection, unscheduled service
calls and JCAHO equipment checklists. Replacement parts do not include mattresses, batteries, probes and other disposable or expendable parts.
INITIAL REPAIRS
This Agreement shall be applicable only to such Equipment as listed on this Agreement which has been determined by Stryker Medical's Service
Representative to be in good operating condition upon his/her initial inspection thereof. If, upon inspection, initial repairs are required to put any
Equipment back into good operating condition, the cost of such initial repairs will not be covered underthis Agreement, and will be separately
invoiced at Stryker Medical's then current hourly labor rate plus parts at Stryker Medical's then current list price.
PAST USEFUL LIFE
Each Stryker Medical product comes with a user manual which details the Equipments useful life. Equipment older than useful life as defined in the
user manual will be repaired as requested, HOWEVER, EQUIPMENT PAST ITS USEFUL LIFE IS NOT COVERED BY ANY WARRANTY, EXPRESS OR
IMPLIED, Therefore, Customer acknowledges that use of the Equipment is at its own risk.
ADVANCE NOTIFICATION
Maintenance inspection service calls will be scheduled annually at a mutually agreed upon time between Customer and Stryker Medical. Equipment
not made available at the mutually agreed upon time will be serviced during the next scheduled service call or at another specified date. Any
Maintenance Service call scheduled outside of Stryker Medical's normal working hours will carry an additional charge.
SERVICE CALL ACTIVITY
On each scheduled service call, Stryker Medical's Service Representative will inspect and adjust each available item of Equipment as required in
accordance with Stryker Medical's then current maintenance procedures for said Equipment. The maintenance services will be performed annually
each year. Stryker may amend this Agreement ifthere are any discrepancies on the number of inspections, price, equipment, or location.
SERVICE INVOICING
All prices are exclusive of taxes. All taxes, when applicable, will appear as separate items on Stryker Medical's invoice. All invoices issued under this
Agreement are to be paid within thirty (30) days of the date of the invoice. Failure to comply with Net 30 Day terms will constitute breach of
contract and future service will only be made on a prepaid or COD basis, or when the previous obligation is satisfied, or both. Stryker Medical
reserves the right, with no liability to Stryker Medical, to cancel any contract on the basis of payment default for any previous product or service
provided by Stryker Medical or any of its affiliates.
PRICE CHANGES
The Service prices specified on Exhibit A herein are those in effect as of the date of acceptance of this Agreement, and will continue In effect
throughout the duration of Agreement.
OPERATION MAINTENANCE
Stryker Medical service is ancillary to and not a complete substitute for the requirements of users to adhere to the routine maintenance instructions
provided by Stryker Medical, its equipment and operations manuals, and accompanying labels and/or inserts for each item of Equipment.
Appropriate user personnel should be entirely familiar with the instructions and contents of those manuals, labels and inserts and implement them
accordingly.
SERVICE EXCLUSIONS
Notwithstanding any other provision of the Agreement, this Service does not include (1) repairs to mattress covers; (ii) any other service made
necessary by abuse, misuse, negligence, accident, catastrophe, act of God (iii) services necessary caused by malfunction resulting from faulty
maintenance, improper repair, damage or alteration by non -Stryker Medical Representative; (iv) service necessary due to the failure of the Customer
or anyone under its control to comply with written instructions or recommendations; (v) service necessary due to improper storage, handling, use or
maintenance of the Equipment by anyone other than Stryker Medical; (vi) services or parts to equipment other than to the Equipment listed
hereunder; (vii) service Stryker cannot perform because the Equipment has been discontinued or its parts have been discontinued or made obsolete;
and (viii) service to the Equipment if the Equipment or the Equipment Site is contaminated with blood -or other potentially infectious substances. If,
at any time, upon inspection of the Equipment in service, Stryker Medical deems any single unit of Equipment to be unserviceable, a record and
report of such will be made, and provided to the Customer in writing on the date of service.
FIB 6 L.C7_
COVERAGE
Unless otherwise set forth in the Exhibits, Stryker Medical will provide Customer the Services Mondays through Fridays, 8:00 AM to S:00 PM
Customer local time, excluding Stryker observed holidays ("Service Coverage"); Unless otherwise set forth in the Exhibits, travel necessary to
perform the Services during the Service Coverage hours is included. Subject to the availability of personnel and repair parts, Stryker Medical will
provide, at Customer request and additional expense, service relating to certain excluded items (invoiced at Stryker Medical's then current standard
rates for material and labor) or service outside the Service Coverage hours (invoiced at Stryker Medical's applicable rates for out -of -hours service of
this type in effect for service contract customers with this Equipment, including round trip travel time) and Customer will be charged a minimum of
two hours on -site time plus applicable travel charges per such service visit. Other travel expenses and overnight living expenses will be charged at
actual cost in accordance with Stryker Medical's standards for business expense reimbursement of its employees.
CUSTOMER RESPONSIBLITIES
During the Term, Customerwill (i) assure thatthe Equipment Site is maintained in a clean and sanitary condition and thatthe Equipment is cleaned
and decontaminated after contact with blood or other potentially infectious material; (ii) operate the Equipment in accordance with the published
operating instructions and user manual; and (III) provide Stryker Medical service personnel full and free access to the Equipment at the scheduled
service time.
WARRANTY LIMITATIONS
There are no express or implied warranties by Stryker Medical other than the warranties that accompany the Equipment. Stryker Medical makes no
warranty of merchantability or fitness for a particular purpose with respect to the Equipment or parts thereof. Stryker Medical's liability on any
claim whether in contract or otherwise, for any loss or damage arising out of, connected with or resulting from the repair of any product furnished
hereunder shall in no event exceed the price paid for said repair which gives rise to the claim. In no event shall Stryker Medical be liable for
incidental, consequential or special damages. Notwithstanding the foregoing, nothing herein shall be deemed to disclaim Stryker Medical's liability
to third parties resulting from the sole negligence of Stryker Medical as determined by a court of law.
EQUIPMENT SCHEDULE CHANGES
During the term of the Agreement and upon Stryker Medical's written consent, which will not be unreasonably withheld, additional equipment may
be included in this Agreement. All additions are subjectto the terms and conditions contained herein. Stryker Medical shall adjust the charges and
modify the Agreement to reflect the additions.
ACCEPTANCE -LENGTH OF AGREEMENT
To receive the desired service, on the terms described herein, please indicate Customer's acceptance by signing this Agreement where indicated and
returning to Stryker Medical all copies of the Agreement within thirty (30) days of the date indicated on this Agreement. This Agreement can be
canceled by either party by giving at least thirty (30) days prior written notice of any such cancellation to the other party. If this Agreement is
canceled during or before the expiration date of the Agreement by the Customer or by Stryker Medical for cause, the Customer will be charged for
the months covered during contract period and for all parts, labor, and travel need to maintain the Equipment during the Agreement period with no
early cancellation penalties.
PERFORMANCE EXCLUSIONS
Service and articles delivered by Stryker Medical hereunder shall be subject to and conditional upon floods, strikes, other labor disturbances
(regardless of the reasonableness of the demands of labor), riots, fires, accidents, wars (present and future), embargoes, delays of carriers, inability
to obtain raw materials, failures of normal sources of supply, restraints of government or any other cause (whether similar or dissimilar to the
foregoing) beyond Stryker Medical's reasonable control.
SEVERABILITY OF PROVISIONS
The invalidity, in whole or in part, of any of the foregoing paragraphs, where determined to be illegal, invalid, or unenforceable by a court or
authority of competent jurisdiction, will not affect or impair the enforceability of the remainder of the Agreement.
CONFIDENTIALITY
This Agreement is confidential. It is not intended for use by anyone other than the representatives of Stryker and its Customer.
NOTICE
Notices required must be made in writing and will be deemed given only if delivered and proof of delivery received to:
Stryker Medical Customer
Customer Care
3800 E. Centre Ave.
Portage, MI 49002
GOVERNING LAW
This Agreement shall be construed and interpreted in accordance with the laws of the State of Michigan.
r�H!BIT PAGE �A OF
Acknowledged and agreed to this day of 20
Accepted by:
By:
Printed
Ttle:
Stryker Medical: Customer:
Printed
�EXl�lBlT � PAGE�p�
SERIAL NUMBER SHEET
6252
101241195
6252
101241196-
6252
030340050
6082
021239084
6082
110143877
6082
110143878.