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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.