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HomeMy WebLinkAbout16-69 Resolution No. 16-69 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH STRYKER SALES CORPORATION FOR TWO POWERLOAD 6390 SYSTEMS AND FOUR STAIR-PRO 6252 CHAIRS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that an exception to the requirements of the procurement ordinance is necessary and in the best interest of the city; and BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,that Sean R. Stegall, City Manager,be and is hereby authorized and directed to execute an agreement on behalf of the City of Elgin with Stryker Sales Corporation for two PowerLOAD 6390 Systems and four Stair-Pro 6252 chairs, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: April 27, 2016 Adopted: April 27, 2016 Omnibus Vote: Yeas: 8 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk CITY OF ELGIN AGREEMENT This agreement is made and entered into this 27th day of April,2016 by and between the City of Elgin("the CITY"), a municipal corporation organized and existing under the laws of the State of Illinois, and Stryker Sales Corporation, through its Medical Division, a Michigan corporation having a principal place of business at 3800 East Centre Avenue, Portage, M149002 ("the CONTRACTOR"). ARTICLE I. SCHEDULE OF WORK. The CONTRACTOR shall provide the goods and services provided in the quotation attached hereto and made a part hereof as Attachment A; and shall further provide maintenance services pursuant to the terms and conditions of Attachment A and Attachment B, attached hereto and made a part hereof. ARTICLE III. PRICE. The CITY shall pay the CONTRACTOR the total sum of$60,818.00 as set forth on Attachment A (2 PowerLOAD 6390 & 4 Stair-PRO 6252). The total sum of$60,818.00 includes the cost of the ProCare Service agreements which are outlined in Attachment C (EMS Protect Service for PowerLOAD & Stair- Pro). ARTICLE III.TERMINATION. The following shall constitute events of default under this agreement: a)any material misrepresentation made a party to the other, b) any failure by a party to perform any of its obligations under this agreement including, but not limited to, the following: (i) failure to commence performance of this agreement at the time specified in this agreement due to a reason or circumstance within the party's reasonable control, (ii) failure to perform this agreement with sufficient personnel and equipment or with sufficient material to ensure the completion of this agreement within the specified time due to a reason or circumstance within the party's reasonable control, (iii) failure to perform this agreement in a manner reasonably satisfactory to the other party, (iv) failure to promptly re-perform within reasonable time the services that were rejected in good faith by the CITY as erroneous or unsatisfactory, (v) failure to comply with a material term of this agreement, including, but not limited to the Affirmative Action requirements, and (vi) any other acts specifically and expressly stated in this agreement as constituting a basis for termination for cause. Either party may terminate this agreement for its convenience upon thirty (30) days prior written notice. The CITY'S termination of this Agreement shall not relieve CITY of its payment obligations for services already performed by CONTRACTOR prior to such termination. This agreement shall otherwise terminate as of the last day of service/maintenance coverage pursuant to Attachment B. ARTICLE IV. DAMAGES. CONTRACTOR'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 CONTRACTOR be liable for incidental, consequential or special damages. Notwithstanding the foregoing, nothing herein shall be deemed to disclaim CONTRACTOR'S liability to third parties resulting from the negligence of CONTRACTOR. ARTICLE V. GOVERNING LAWS. This agreement shall be governed by the laws of the State of Illinois without giving effect to its conflict or choice of law. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this agreement may be in the Circuit Court of Kane County, Illinois. ARTICLE VI. AFFIRMATIVE ACTION. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, ancestry, national origin, place of birth, age or physical handicap which would not interfere with the efficient performance of the job in question. ARTICLE VII ASSIGNABILITY. Neither party may assign or transfer their rights and/or benefits under this Agreement without the prior written consent of the other party, except that either party shall have the right to assign this Agreement or any rights under or interests in this Agreement to any parent, subsidiary or affiliate of such party. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and be enforceable by successors and assigns of the parties to this Agreement. ARTICLE VIII. AMENDMENTS. There shall be no modification of this agreement, except in writing and executed with the same formalities of the original. ARTICLE IX. NOTICES. Any notice given under this agreement shall be in writing and shall be deemed to have been given when hand delivered or deposited in the U.S. mail, to the CONTRACTOR, at 3800 E. Centre Avenue, Portage, MI 49002 to the attention of Stryker Medical, Attention: Legal Counsel for CONTRACTOR, and if to the CITY, to the attention of the David Schmidt, 550 Summit Street, Elgin, IL 60120 or to such other address and/or authorized representatives as either party shall designate in writing to the other in the manner herein provided. ARTICLE X.INDEMNIFICATION, CONTRACTOR shall indemnify and hold CITY harmless from any loss, damage, cost or expense that CITY may incur by reason of or arising out of(1) any injury (including death) to any person arising from CONTRACTOR'S providing services pursuant to this Agreement, not caused by the gross negligence or willful misconduct or omission of CITY, or (2) any property damage caused by the gross negligence or willful misconduct or omissions by CONTRACTOR or CONTRACTOR'S employees agents, or contractors. The foregoing indemnification will not apply to any liability arising from (i) an injury due to the negligence of any person other than CONTRACTOR'S employee or agent, (ii) the failure of any person other than CONTRACTOR'S employee or agent to follow any instructions outlined in the labeling, manual, and/or instructions for use of a product(s), or(iii)the use of any product or part not purchased from CONTRACTOR or product or part that has been modified,altered or repaired by any person other than CONTRACTOR'S employee or agent. Except as specifically provided herein, CONTRACTOR is not responsible for any losses or injuries arising from the selection, manufacture, installation, operation, condition,possession, or use of a product. CITY agrees to hold CONTRACTOR harmless from and indemnify CONTRACTOR for any claims or losses or injuries arising from (i), (ii), or (iii) above arising as a result of CITY'S or its employees', representatives' or agents' actions. ARTICLE XI. PUBLICITY. Neither party may use, in any form or medium, the name of the other party for public advertising unless prior written permission is granted by the other party. ARTICLE XII. NO AGENCY. This agreement shall not be construed so as to create a joint venture, partnership, employment or other agency relationship between the parties hereto, except as may be specifically provided for herein. ARTICLE XIII. ENTIRE AGREEMENT. This agreement embodies the whole agreement of the parties. There shall be no promises,terms,conditions or obligations other than those contained therein; and this agreement shall supersede all previous communications, representations, or agreements, either verbal or written, between the parties. ARTICLE XIV. COMPLIANCE WITH LAWS. Notwithstanding any other provision of this agreement it is expressly agreed and understood that in connection with the performance of this agreement that the CONTRACTOR shall comply with all applicable Federal, State,City and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage,workplace safety and legal status of employees. Without limiting the foregoing, CONTRACTOR hereby certifies, represents and warrants to the CITY that all CONTRACTOR'S employees and/or agents who will be providing products and/or services with respect to this agreement shall be legally authorized to work in the United States. CONTRACTOR shall also at its expense secure all permits and licenses, pay all charges and fees and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this agreement.No more than once per year,the CITY shall have the right to request a copy of any records in the possession or control of the CONTRACTOR applicable to this agreement to determine CONTRACTOR'S compliance with the provisions of this section. In the event the CITY proceeds with such reasonable request the CONTRACTOR shall make available to the CITY the CONTRACTOR'S relevant records(pursuant to the terms of this section and agreement). CONTRACTOR shall pay any and all costs associated with any such request if and only if CONTRACTOR is found to be in non-compliance with this section; otherwise CITY shall bear all costs and expenses associated with such request. Without limiting the foregoing, CONTRACTOR hereby certifies, represents and warrants to the CITY that all CONTRACTORS employees and/or agents located in the United States, who will be providing products and/or services with respect to this agreement,shall be legally authorized to work in the United States. CITY's sole and exclusive remedy with respect to CONTRACTOR'S exclusion from a federal or state health care program is to terminate or modify this Agreement. Further,CONTRACTOR is registered with the E-Verify System(Company ID 800392)effective as of 07-24-2014. ARTICLE XV—ELECTRONIC SIGN4TURE, This agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement For the purposes of executing this agreement, any signed copy of this agreement transmitted by fax machine or e-mail shall be treated in all manners and respects as an original document The signature of any party on a copy of this agreement transmitted by fax machine or e-mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this agreement shall be considered to have the same binding legal effect as an original document. At the request of either party any fax or e-mail copy of this agreement shall be re-executed by the parties in an original form. No party to this agreement shall raise the use of fax machine or e-mail as a defense to this agreement and shall forever waive such defense. ARTICLE XVL WAINIS OF ANTEREST, CONTRACTOR hereby waives any and all claims to interest on money claimed to be due pursuant to this agreement,and all such rights to interest to which it may otherwise be entitled pursuant to law,including, but not limited to,pursuant to the Local Government Prompt Payment Act, as amended (50 ILCS 505/1, aseq), or the Illinois Interest Act as amended(815 ILCS 205/1,et.seq). RTICI.F XVIL ST.VERARMITV,The terms of this agreement shall be severable. In the event any of the terms or the provisions of this agreement are deemed to be void or otherwise unenforceable for any reason,the remainder of this agreement shall remain in full force and effect. ARTICLE XVW.JURISDICTION, OMITTED. The person signing this agreement on behalf of each party hereby warrants and represents that he/she has authority to commit the party and has been authorized to execute this agreement on behalf of the party. IN WITNESS WHEREOF the parties have hereto set their hands the day and year first above written. CONTRACTOR CITY OF ELGIN Stryker Sales Corporation,through its Medical Division -&•q d Sean gall,7 gall,City Manager its: ayowa) Ma L.7)krte- FINAL-CT,of Elgin-Pick:are Agart(4-21-2016) ATTACHMENT A str k�er`p' y Comprehensive Quotation Sales Account Manager Remit to: John Fischer John.fischeri stryker.com P O.Box 93308 Cell 847-989-4536 Chicago,IL 60673-3308 Fax.815-578-1679 End User Shipping Address Shipping Address Billing Address 1228305 1228305 1155938 ELGIN FIRE DEPT ELGIN FIRE DEPT ELGIN FIRE DEPT 707 W CHICAGO ST 707 W CHICAGO ST 550 SUMMIT ST ELGIN,IL 60123 ELGIN,IL 60123 ELGIN,'L 60123 Customer Contact Ref Number Date PO Number Reference Field Quote Type 4718749 1 02/26/2016 QUOTE Line _-__ # , Quantity Item Description Part# Unit Price Extended Price Item Comments 1.100 2 PowerLOAD 6390000000 $20,225.00 $40,450.00 1 Options I 2 PowerLOAD 6390000000 $20,225.00 $40,450.00 €! 2 Standard Comp 6390 Power Load 6390026000 2 English Manual 6390600000 2 1 year parts,labor&travel 7777881660 7 2.00 2 Protect Power-LOAD-4year 77503001 $3.244.00 $6,488.00 3.00 4 Stair-PRO Model 6252 6252000000 $2,977.00 811,908.00 1 i Options 4 Stair-PRO Model 6252 6252000000 $2,695.00 $10.780.00 4 Footrest Option 6252027000 $223.00 $892.00 4 Removable Head Support 6252040000 $59.00 $236 00 4 Common Components 6252026000 f 4 Domestic Manual 625000t160 4 2 Piece ABS Panel Seat 6250021000 4 Polypropelene Restraint Set(Plastic Buckles) 6250160000 4 1 year parts,labor&travel 7777881660 4 Main Frame Ass Option 6252022000 4 Standard Length Lower Lift Handles 6250024000 4 In-Service Video(DVD) 6250001162 4 No IV Clip Option 6252024000 , 4.00 4 Protect Stair-PRO 6252-7year 77306001 $493.00 $1,972.00 Note: Product Total $60,818.00 SHIPPING IS NO CHARGE.LEAD TIME APPROX Freight $0.00 10-12 WEEKS ON LOAD SYSTEMS AND 6-8 Tax $0.00 WEEKS ON CHAIRS. INSTALLATION OF POWER- Total Inc!Tax&Freight $60,818.00 LOAD TO BE PERFORMED BY QUALIFIED DLR/ MECHANIC(NOT INCLUDED).SPECIAL PRICING APPROVED BY T THEOBALD AND VALID THRU 4-26-16. The above pricing includes servicing/maintenance as provided herein, and as outlined on Attachment C to the Agreement. ATTACHMENT B PROCARE TERMS AND CONDITIONS This document sets forth the entire Product Service Plan Agreement ("Agreement") between Stryker Medical, a division of Stryker Sales Corporation, through its Medical Division, a Michigan corporation (hereinafter referred to as "Stryker"),and the City of Elgin, Illinois(hereinafter referred to as "Customer"). This is the entire Agreement and no other oral modifications are valid. This Agreement will remain in effect unless canceled or modified in writing by either party according to the following terms and conditions: 1. COVERAGE AND TERM The product service plan coverage, term, start date, and price of the Service Plan as they appear on the Service Agreement attached to this Agreement and made a part hereof as Attachment C; and the Service Plan Covers the equipment set forth on Attachment A (collectively, the "Equipment"). The cost of the Service Plan listed in Attachment C is included in the total purchase quotation which is identified as Exhibit A to this Agreement. ProCare coverage as provided by this Agreement shall commence from date of shipment, and shall continue 7 years thereafter for the 4 Stair-Pro chairs as provided herein; and such coverage shall continue for 4 years on the 2 Power-LOAD systems as provided for herein. 2. EQUIPMENT SCHEDULE CHANGES During the term of the Agreement and upon each party's written consent, additional Equipment may be included in Attachment A. All additions are subject to the terms and conditions contained herein. Stryker shall adjust the charges and modify the schedule to reflect the additions. 3. INSPECTION SCHEDULING Service inspections will be scheduled in advance at a mutually agreed upon time for such period of time as is reasonably necessary to complete the service. Equipment not made available at the specified time will be serviced at the next scheduled service inspection unless specific arrangements are made with Stryker. Such arrangements will include travel and other special charges at Stryker's then current rates. 4. INSPECTION ACTIVITY On each scheduled service inspection, Stryker's Service Representative will inspect each available item of Equipment as required in accordance with Stryker's then current Maintenance procedures for said Equipment. 5. SERVICE INVOICING Invoices will be sent on the agreed payment method. All prices are exclusive of state and local use, sales or similar taxes. In states assessing upfront sales and use tax,your payments will be adjusted to include all applicable sales and use tax amortized over the Service Plan term using a rate that preserves for Stryker, its affiliates and/or assigns,the intended economic yield for the transaction described in this Agreement. 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 until the previous obligation is satisfied,or both. Stryker reserves the right,with no liability to Stryker, to cancel any contract on the basis of payment default for any previous product or service provided by Stryker Sales Corporation or any of its affiliates. 6. PRICE CHANGES The Service prices specified herein are those in effect as of the date of acceptance of this Agreement and will continue in effect throughout the term of the Service Plan. 7. INITIAL INSPECTION This Agreement shall be applicable only to such Equipment as listed in Attachment A, which has been determined by a Stryker's Representative to be in good operating condition upon his/her initial inspection thereof. 8. OPERATION MAINTENANCE Stryker's service is ancillary to and not a complete substitute for the requirements of Customer to adhere to the routine maintenance instructions provided by Stryker, its Equipment and operations manuals, and accompanying labels and/or inserts for each item of Equipment. Customer's appropriate user personnel should be entirely familiar with the instructions and contents of those manuals, labels and inserts and implement them accordingly. 9. SERVICE PLAN WARRANTY AND LIMITATIONS During the term of the Service Plan, Stryker will maintain the Equipment in good working condition. Equipment and Equipment components repaired or replaced under this Service Plan continue to be warranted as described herein during the Service Plan term. When Equipment or a component is replaced, the item provided in replacement will be the customer's property and the replaced item will be Stryker's property. If a refund is provided by Stryker, the Equipment for which the refund is provided must be returned to Stryker and will become Stryker's property. There are no express or implied warranties by Stryker other than the warranties hereinabove described and a warranty of merchantability with respect to the Service Plan or the Equipment covered thereunder, including without limitation, a warranty of merchantability or fitness for a particular purpose. Notwithstanding any other provision of this Agreement, the Service Plan does not include repairs or other services made necessary by or related to, the following: (1)Abnormal wear or damage caused by misuse or by failure to perform normal and routine maintenance as set out in the Stryker Maintenance Manual or Operating Instructions. (2)Accidents(3)Catastrophe(4) Acts of God (5) Any malfunction resulting from faulty maintenance, improper repair, damage and/or alteration by non-Stryker authorized personnel (6) Equipment on which any original serial numbers or other identification marks have been removed or destroyed; or(7) Equipment that has been repaired with any unauthorized or non-Stryker components. In addition, in order to ensure safe operation of Stryker Equipment, only Stryker accessories should be used. Stryker reserves the right to invalidate the Service Plan and complimentary loaner programs if Equipment is used with accessories not manufactured by Stryker. 10. WAIVER EXCLUSIONS No failure to,exercise, and no delay by Stryker in exercising any right, power or privilege hereunder shall operate as a waiver thereof. No waiver of any breach of any provision by Stryker shall be deemed to be a waiver by Stryker of any preceding or succeeding breach of the same or any other provision. No extension of time by Stryker for performance of any obligations or other acts hereunder or under any other Agreement shall be deemed to be an extension of time for performances of any other obligations or any other acts by Stryker. 11. LIMITATION OF LIABILITY Stryker'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 be liable for incidental, consequential or special damages. Notwithstanding the foregoing, nothing herein shall be deemed to disclaim Stryker's liability to third parties resulting from the negligence of Stryker as determined by a court of law. 12. TERMINATION The Agreement may be canceled by either party by giving a 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, Customer will owe for the months covered up to the cancellation date of the Agreement and for any parts, labor and travel charges required to maintain Equipment exceeding that already paid during the Agreement. 13. FORCE MAJEURE Neither Party to this Agreement will be liable for any delay or failure of performance that is the result of any happening or event that could not reasonably have been avoided or that is otherwise beyond its control, provided that the Party hindered or delayed immediately notifies the other Party describing the circumstances causing delay. Such happenings or events will include,but not be limited to,terrorism,acts of war, riots, civil disorder, rebellions, fire, flood, earthquake, explosion, action of the elements, acts of God, inability to obtain or shortage of material, equipment or transportation, governmental orders, restrictions,priorities or rationing,accidents and strikes, lockouts or other labor trouble or shortage. 14. INDEMNIFICATION Stryker shall indemnify and hold Customer harmless from any loss,damage,cost or expense that Customer may incur by reason of or arising out of(1)any injury(including death)to any person arising from Stryker's providing services pursuant to this Agreement,not caused by the gross negligence or willful misconduct or omission of Customer,or(2)any property damage caused by the gross negligence or willful misconduct or omissions by Stryker or Stryker's employees agents,or contractors.The foregoing indemnification will not apply to any liability arising from (i) an injury due to the negligence of any person other than Stryker's employee or agent, (ii) the failure of any person other than Stryker's employee or agent to follow any instructions outlined in the labeling, manual, and/or instructions for use of a product(s), or(iii)the use of any product or part not purchased from Stryker or product or part that has been modified,altered or repaired by any person other than Stryker's employee or agent. Except as specifically provided herein, Stryker is not responsible for any losses or injuries arising from the selection, manufacture, installation, operation, condition,possession, or use of a Product. Customer agrees to hold Stryker harmless from and indemnify Stryker for any claims or losses or injuries arising from (i), (ii), or (iii) above arising as a result of Customer's or its employees', representatives' or agents' actions. 15. INSURANCE REQUIREMENTS Stryker shall maintain from insurers(with an A.M. Best rating of not less than A-)the following insurance coverages during the term of this Agreement: (i) commercial general liability coverage with minimum limits of$1,000,000.00 per occurrence and $2,000,000.00 general aggregate applying to bodily injury, personal injury,and property damage;(ii)automobile insurance with combined single limits of$1,000,000 for owned,hired,and non-owned vehicles;(iii)worker's compensation insurance as required by applicable law. Stryker's general liability insurance policy shall include Customer as an additional insured. Certificates of insurance shall be provided by Stryker prior to commencement of the services at any premises owned or operated by Customer. To the extent permitted by applicable laws and regulations, Stryker shall be permitted to meet the above requirements through a program of self-insurance. If we elect to self-insure, such self-insurance shall also be administered pursuant to a reasonable self-insurance program crafted by Stryker and reasonably accepted by Customer. 16. WARRANTY OF NON-EXCLUSION Each party represents and warrants that as of the Effective Date, neither it nor any of its employees, are or have been excluded terminated,suspended,or debarred from a federal or state health care program or from participation in any federal or state procurement or non-procurement programs. Each party further represents that no final adverse action by the federal or state government has occurred or is pending or threatened against the party, its affiliates, or, to its knowledge, against any employee, Stryker, or agent engaged to provide items or services under this Agreement. Each party also represents that if during the term of this Agreement it,or any of its employees becomes so excluded,terminated,suspended,or debarred from a federal or state health care program or from participation in any federal or state procurement or non- procurement programs, such will promptly notify the other party. Each party retains the right to terminate or modify this Agreement in the event of the other party's exclusion from a federal or state health care program. Any such modification shall be by mutual written agreement only. 17. COMPLIANCE To the extent required by law the following provision applies: Customer and Stryker agree to comply with the Omnibus Reconciliation Act of 1980 (P.L. 96-499) and its implementing regulations (42 CFR, Part 420). To the extent applicable to the activities of Stryker hereunder, Stryker further specifically agrees that until the expiration of four(4)years after furnishing services and/or products pursuant to this Agreement, Stryker shall make available,upon written request of the Secretary of the Department of Health and Human Services, or upon request of the Comptroller General, or any of their duly authorized representatives, this Agreement and the books, documents and records of Stryker that are necessary to verify the nature and extent of the costs charged to Customer hereunder. Stryker further agrees that if Stryker carries out any of the duties of this Agreement through a subcontract with a value or cost of ten thousand dollars ($10,000) or more over a twelve(12)month period,with a related organization,such subcontract shall contain a clause to the effect that until the expiration of four(4)years after the furnishing of such services pursuant to such subcontract, the related organization shall make available, upon written request to the Secretary, or upon request to the Comptroller General, or any of their duly authorized representatives the subcontract, and books and documents and records of such organization that are necessary to verify the nature and extent of such costs. 18. HIPAA All medical information and/or data concerning specific patients(including, but not limited to,the identity of the patients), derived from or obtained during the course of the Agreement, shall be treated by both parties as confidential so as to comply with all applicable state and federal laws and regulations regarding confidentiality of patient records,and shall not be released,disclosed,or published to any party other than as required or permitted under applicable laws. Stryker is not a"business associate" of Customer, as the term "business associate" is defined by HIPAA (the Health Insurance Portability and Accountability Act of 1996 and 45 C.F.R. parts 142 and 160-164, as amended). To the extent Stryker in the future becomes a business associate of Customer, the parties agree to negotiate to amend the Agreement as necessary to comply with HIPAA,and if an agreement cannot be reached the Agreement will immediately terminate. 19. ASSIGNMENT Neither party may assign or transfer their rights and/or benefits under this Agreement without the prior written consent of the other party, except that Stryker shall have the right to assign this Agreement or any rights under or interests in this Agreement to any parent,subsidiary or affiliate of Stryker. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of,and be enforceable by successors and assigns of the parties to this Agreement. 20. 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. 21. GOVERNING LAW This agreement shall be governed by the laws of the State of Illinois without giving effect to its conflict or choice of law. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this agreement may be in the Circuit Court of Kane County, Illinois. FINAL-Attachment B(ProCare terms)4-21-2016 ATTACHMENT C Pro Care strykerp Sales Rep Name: John Fischer 3800 E.Centre Ave ProCare Service Rep: Tom Reynolds Portage,MI 49009 Date: 4/4/2016 ID#: 160404125504 Account Number: 1228305 Name: Dave Schmidt Account Name Elgin Fire Dept Title: Fire Dept-Assist Chief Account Address 707 W Chicago St Phone: 847-931-6182 City,State Zip Elgin ,IL 60123 Email: schmidt_d @cityofelgin.org Item Model Model Description ProCare No. Number P Program Qty Yrs Unit Price Total 1 6390 Power-LOAD EMS Protect 2 4 $3,244.00 $6,488.00 2 6252 Stair-Pro EMS Protect 4 7 $493.00 $1,972.00 n u ..�. j� �� d EMS Protect: � w Includes parts,labor,travel,1 annual PM inspection,unscheduled service and product equipment checklists. Replacement parts do not include mattresses,batteries,and other disposable or expendable parts. `NOTE: Quote total of$8,460 is provided for information only and does not represent ProCare Total $8,460.00 a separate invoice or billing matter. Cost of ProCare Service listed herein is included in Schedule A(Quote#160404125504) FINAL TOTAL $8,460.00 Start Date: At time of delivery End Date: Stryker Signature Date Customer Signature Date Purchase Order Number(MUST INCLUDE HARD COPY) Please fax signed Proposal and Purchase Order to Tom Tackabury at 269-321-3501 All information contained within this quotation is considered confidential and proprietary and is not subject to public disclosure. Item Model Serial Number No. 1 6390 TBD 2 6252 TBD