HomeMy WebLinkAbout25-57 Resolution No. 25-57
RESOLUTION
AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH STRYKER SALES,
LLC FOR THE PURCHASE OF THREE AMBULANCE STRETCHERS
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 Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are
hereby authorized and directed to execute an Purchase Agreement on behalf of the City of Elgin
with Stryker Sales, LLC, for the purchase of three ambulance stretchers, a copy of which is
attached hereto and made a part hereof by reference.
s/ David J. Kaptain
David J. Kaptain, Mayor
Presented: March 26, 2025
Adopted: March 26, 2025
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/ Kimberly Dewis
Kimberly Dewis, City Clerk
Stryker
PURCHASE AGREEMENT
This Purchase Agreement("Agreement")is entered into by and between Stryker Sales,LLC,through its Medical division,("Stryker")and the City
of Elgin,a municipal corporation("Customer").Stryker and Customer are individually referred to herein as a"Party"and collectively as the"Parties."
Stryker is engaged in the manufacture and supply of certain medical equipment(the"Product(s)"as defined below).
Customer provides certain services which,from time to time,require the use of Products,and Customer intends to acquire
Overview and these Products from Stryker. The Parties enter into this Agreement to identify the terms and conditions upon which
Background: Stryker will make its Products available to Customer. Customer may desire to purchase certain services in connection
with its use of Stryker's Products,the terms and conditions of which,if applicable,are attached and incorporated hereto in
the form of Exhibits to this Agreement.
Contract Number: Customer Number: 20037725
❑Exhibit A—Product Pricing
Exhibits: ❑Exhibit B—Warranty&Return Policy
❑Exhibit C—Authorized Purchasers
❑Exhibit D—ProCare Services
Effective Date: Date of Last Signature(below) Expiration Date: One-off Purchase
Signatures: By executing this Agreement,each signatory represents and warrants that such person is duly authorized to execute this Agreement on
behalf of the respective Party.
STRYKER SALES,LLC,acting through its Medical division CITY OF N
Signature: ! /`4� 3-neitd Signature:C
Name: V l S 1 L! , !V 1 L(6. t/r l/Itt.k Name: Richard G. Kozal
Title: Title: City manager
Date: rk7 / , z Date: March 12, 2025
Address: Address:
Attn:Legal 150 Dexter Ct
3800 E.Centre Ave. El in.IL 60120
Portage,MI 49002
With electronic copy to: USContracts@stryker.com Attes b)(111
Notices will be sent to the Parties at the addresses listed herein. City Clerk
STANDARD TERMS AND CONDITIONS
1. Definitions.The term"Product"will mean those commercially available products sold by Stryker,as listed and more particularly described in
Exhibit A ("Product Pricing Exhibit"). The Product Pricing Exhibit will be governed by and subject to the terms and conditions of this
Agreement. Any additions or deletions of Products front the Product Pricing Exhibit will not be effective unless evidenced as an amendment
signed by Parties.
2. Term. This Agreement begins on the Effective Date and will expire on the Expiration Date listed above(the"Term"),unless terminated, in
accordance with Section 10 of this Agreement,or extended by mutual written agreement of the Parties.
3. ricin .Only Products expressly covered by the Product Pricing Exhibit and purchased under this Agreement are eligible for the pricing offered
in the Product l'ricing Exhibit.Notwithstanding the foregoing,Customer understands that Product pricing(including any price concessions)and
other incentives offered under this Agreement are contingent upon Customer's, compliance with all terms and conditions set forth in this
Agreement(including specific pricing conditions,if any,included in the Product Pricing Exhibit)and the requirement to pay outstanding invoices
as set forth in Section 4.Product pricing set forth in Product Pricing Exhibit may be increased on each anniversary of the Effective Date by any
amount not to exceed three percent(3%)or the percentage change in Medical CPI during the immediately preceding twelve(12)month period,
whichever is greater.Product pricing set forth in the Product Pricing Exhibit shall include freight insurance,freight forwarding fees,taxes,duties,
import or export permit fees,or any other similar charge of any kind. The Product pricing is inclusive of all freight and shipping costs. The
Customer is a tax-exempt governmental entity and shall only be required to pay taxes which Customer is not exempt from. Customer shall send
their tax-exempt certification on or before the Effective Date of this Agreement.
4. Purchase Orders:Payments.Customer must submit to Stryker a purchase order for Products prior to the shipment of such Products.For clarity,
Customer's failure to provide purchase orders as set forth herein may be deemed a material breach of this Agreement. Stryker will submit to
Styker Product Purchase Agreement 1.1.2024
stryker
b. This Agreement is subject to and governed by the laws of the State of Illinois.Venue for the resolution of any disputes or the enforcement of
any rights arising out of or in connection with this Agreement shall be the Federal Courts of Kane County,Illinois. Stryker hereby irrevocably
consents to the jurisdiction of the Federal Courts of Kane County,Illinois for the enforcement of any rights,the resolution of any disputes
and/or for the purposes of any lawsuit brought pursuant to this Agreement or the subject matter hereof.
c. This Agreement shall inure to the benefit of,and be binding upon,Customer and Stryker and their respective successors and assigns.Neither
Party may assign any of its rights or obligations herein,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 hereunder to any parent,subsidiary,or affiliate of Stryker. All 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.Any purported assignment in violation of the preceding sentence shall be void.
d. Any notice required under this Agreement shall be in writing,either by electronic mail or registered mail, in which case,postage will be
prepaid,and addressed to the Parties at their respective addresses as first set forth above.
e. This Agreement and Product Pricing Exhibit constitute the entire agreement between the Parties concerning the subject matter of this
Agreement and supersedes all prior negotiations and agreements between the Parties concerning the subject matter of this Agreement,
including any Master Agreements to which Customer may be a party and vendor portal or click-through terms and conditions.This Agreement
may only be amended by written agreement of the Parties.In the event of an inconsistency or conflict between this Agreement,Product Pricing
Exhibit and any purchase order,invoice,or similar document relating to the purchase of any units of any Product,the applicable Product
Pricing Exhibit,then this Agreement will control.
f. Customer will not,during the term of this Agreement and for 12 months after termination,directly or indirectly,solicit,induce,or influence
or attempt to solicit,induce,or influence any person engaged as an employee,independent contractor,or agent of Stryker to terminate his/her
or its employment and/or business relationship with Stryker or do any act which may result in the impairment of the relationship between
Stryker and its employees,independent contractor,or agents.
g. The Warranty,Limitation of Liability, Indemnification,Confidentiality,and Miscellaneous provisions of this Agreement shall survive its
termination or expiration.
h. 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. This Agreement may be executed electronically,and any signed copy of this Agreement transmitted by facsimile machine,email,
or other electronic means 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 facsimile machine,email,or other electronic means shall be considered for these purposes an original signature and
shall have the same legal effect as an original signature.
Styker Product Purchase Agreement I.1.2024
Stryker
Exhibit B to Product Purchase Agreement
PRODUCT WARRANTY(S)AND RETURN POLICY
Stryker's standard Product warranties and return policies can be found at device warranty statement.pdf(stryker.com).Stryker's Product warranties
apply only to(i)the original end-user purchaser of Products directly from Stryker or its authorized distributors and(ii)Products manufactured by
Stryker.
'1'l1E EXPRESS WARRANTIES SET FOR'I'JI IN EXHIBIT B AND STRYKER'S STANDARD PRODUCT WARRANTY ARE THE
ONLY WARRANTIES APPLICABLE TO THE I'RODUCI'S SOLD TO CUSTOMER AND ARE EXPRESSLY IN LIEU OF ANY
OTHER WARRANTY BY STRYKER,EXPRESSED OR IMPLIED,INCLUDING,BUT NOT LIMITED TO,ANY IMPLIED
WARRANTY OF MERCHANTABILITY,NONINFRIGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
Styker Product Purchase Agreement 1.1.2024
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Exhibit I)to Product Purchase Agreement
PROCARE SERVICES
The terms of this Exhibit D will apply to Customer's purchase of Services under a Stryker Service Plan(as defined Section 1 below). In
the event of a conflict or inconsistency between the Standard Terms of Sale and this Exhibit D,relative to a Service Plan,this Appendix
D will govern.
1. Service Plan Coverage. Stryker will perform the repair and maintenance services (collectively, the "Services") more particularly
described in each service plan(the"Service Plan")if entered into by and between Stryker and Customer.The Services will cover the capital
equipment(if applicable)identified in the Service Plan(collectively,the"Equipment").
2. Service Plan Terms and Conditions.In addition to each Service Plan's coverage terms and conditions,the Services will be subject to
the PROCAREsM Services Terms and Conditions set forth below.
3. Term and Termination.
3.1. Term. The Term of each Service Plan(the"Term")will continue so long as Services arc being provided under a Service Plan.
Notwithstanding the foregoing,Stryker may change the amounts due as noticed thirty(30)days prior to any renewal.
3.2. Termination for Cause. Either Party may terminate a Service Plan upon written notice to the other Party in the event the other Party
breaches the Service Plan and fails to cure the breach within thirty(30)days after receipt of written notice thereof. In the event of
such termination,Customer will be entitled to receive from Stryker a refund of all amounts prepaid by Customer under a Service Plan
for Services that have not yet been provided by Stryker at the time of such termination,and Stryker will be entitled to receive from
Customer payment for all Services that have been provided by Stryker prior to such termination.
3.3. Termination for Convenience. Either Party may terminate this Agreement at any time upon thirty(30)days prior written notice to the
other.If Customer has made advance payments,Stryker will provide prorated refund to the Customer for the remaining balance of the
tern,and any Equipment in Stryker's possession will be promptly returned to Customer.
3.4. Survival of Certain Provisions. The provisions of Term and Termination,Confidentiality,Non Solicitation and Non Hire,Limitations
of Liability, Changes, and Assignment will survive the expiration or termination of this Agreement and will be binding to the
respective successors,assigns,subsidiaries or affiliates of the Parties.
4. Product Maintenance. The Service Plan 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 covenants and agrees that its appropriate user personnel will follow the instructions and contents of
those manuals,labels and inserts.
5. Warranty;Limitations of Warranty and Liability(Services). During the Term,Stryker warrants,with the exception of software
maintenance services which,if applicable,will be as specified in the Service Plan,the following:
5.1. Stryker has the experience,capability and resources to perform under the Service Plan,and Stryker further represents and warrants that
the Services will be performed in a workmanlike manner and with professional diligence and skill;
5.2. Services will comply with all applicable laws and regulations and all applicable standards set forth by law or ordinance or established
by the rules and regulations of any federal, state or local agency, department, commission, association or pertinent governing,
accrediting or advisory body,including The Joint Commission having authority to set standards for healthcare facilities;
5.3. If the Services are to be performed on Customer's premises, Stryker represents and warrants that Stryker will comply with all
applicable safety laws and Customer's then current safety and other applicable regulations,all human resource policies and health and
drug and alcohol screening policies;provided that Customer has provided advance written notification of such rules, regulations and
policies to Stryker;
5.4. Stryker currently has, or prior to the commencement thereof, will obtain, pay for, and maintain any and all licenses, fees, and
qualifications required to perform the Services.
5.5. 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 Term. When Equipment or 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.
5.6. TO THE FULLEST EXTENT PERMITTED BY LAW,THE EXPRESS WARRANTIES SET FORTH HEREIN ARE THE ONLY
WARRANTIES APPLICABLE TO THE SERVICES AND ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTY BY
STRYKER, AND STRYKER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL OTHER EXPRESS OR IMPLIED
WARRANTIES REGARDING THE SERVICES, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NON-
INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. IN NO INSTANCE WILL STRYKER BE LIABLE TO
CUSTOMER FOR INCIDENTAL, PUNITIVE, SPECIAL, COVER, EXEMPLARY, MULTIPLIED OR CONSEQUENTIAL
DAMAGES OR ATTORNEYS'FEES OR COSTS.
6. Limitations and Exclusions from Service Plan. Customer will use commercially reasonable efforts to cooperate with Stryker in
connection with Stryker's performance of the Services.Customer understands and acknowledges that SUyker ProCare employees will not
provide surgical or medical advice,will not practice surgery or medicine,will not be involved in any manner which may be construed as
practicing surgery or medicine,will not come in contact with the patient,will not enter the"sterile field"at any time,and will not direct
equipment or instruments that come in contact with the patient during surgery.Customer's personnel will refrain from requesting Stryker
employees to take any actions in violation of these requirements or in violation of applicable laws,rules or regulations,Customer policies,
or the patient's informed consent. A refusal by Stryker employees to engage in such activities will not be a breach of this Agreement.
Customer consents to the presence of Stryker employees in its operating rooms,where applicable,in order for Stryker to provide Services
under this Agreement and represents that it will obtain all necessary consents from patients for such presence during surgery.
Notwithstanding any other provision set forth herein,the Service Plan does not cover the following,as determined by Stryker in its
sole discretion:(i) abnormal wear or damage caused by reckless or intentional misconduct,abuse,neglect or failure to perform
normal and routine maintenance as set out in the applicable maintenance manual or operating instructions provided with the
Equipment;(ii) accidents,catastrophe,fire,flood or act(s)of God;(iii)damage resulting from faulty maintenance,improper storage,
Styker Product Purchase Agreement 1.1.2024