HomeMy WebLinkAbout26-46 Resolution No. 26-46
RESOLUTION
AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH STRYKER SALES,
LLC FOR THE PURCHASE OF ONE AMBULANCE STRETCHER
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 one ambulance stretcher, a copy of which is attached
hereto and made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: March 25, 2026
Adopted: March 25, 2026
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 Cite
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
(hers ie v 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: ('ustomerNumber: 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: Five years thereafter
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 SA ES,LLC,acting through its Medical division CITY OF FIG
Signature: athr G• Signature: /1e#,/
Name: Kathryn E. Jan cke Name: Richard G.Kozal
Title: Sr. Director, Commercial Operations Title: City Manager
Date: 02/11/2026 Date: March 25,2026
Address: Address:
Attn:Legal 150 Dexter Court-Attn.Legal
3800 E.Centre Ave. Elgin,IL 60120
Portage,MI 49002
Att
//4 a/16
With electronic copy to: USContracts®stryker.com /�
rty Clerk l
Notices will be sent to the Parties at the addresses listed herein.
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 from 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 Pricing.Only Products expressly covered by the Product Pricing Exhibit and purchased under this Agreement are eligible for the pricing offered
in the Product Pricing 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
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Customer an invoice for Products,and Customer shall pay in full all invoices within thirty(30)days from the date of invoice.All payments to be
made via Automated Clearing House("ACH"). If Customer wishes to dispute an invoice or portion thereof,Customer must notify Stryker in
writing within fifteen(15)days of its receipt.The writing must provide sufficient detail regarding the basis and amount of the dispute.If Customer
does not dispute an invoice within fifteen(15)days of its receipt of same,the invoice will be deemed to have been accepted by Customer.
5. Interest. Stryker hereby waives any and all claims or rights to interest on money claimed to be due pursuant to this Agreement.and waives any
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(50 ILCS 505/1,et seq.),as amended,or the Illinois Interest Act(815 ILCS 205/1,et seq.),as amended. The provisions of
this paragraph shall survive any expiration,completion and/or termination of this Agreement.
6. Shipping. Except as otherwise provided in a Product Pricing Exhibit,all Products purchased directly from Stryker are shipped F.O.B.Origin,
freight and handling charges prepaid and added to the invoice.
7. Warranty. Except as set forth in the applicable part of Exhibit B,any warranties provided by Stryker with respect to a given Product are as
described in the labeling accompanying units of that Product on purchase.STRYKER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL
EXPRESS OR IMPLIED WARRANTIES REGARDING THE PRODUCTS INCLUDING,BUT NOT LIMITED TO,MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.
8. Limitation of Liability.IN NO INSTANCE WILL STRYKER BE LIABLE TO CUSTOMER OR ANY PARTICIPANT FOR INCIDENTAL,
PUNITIVE,SPECIAL,COVER,EXEMPLARY,MULTIPLIED OR CONSEQUENTIAL DAMAGES OR ATTORNEYS'FEES OR COSTS
FOR ANY ACTIONS UNDER OR RELATED TO THIS AGREEMENT. IN NO EVENT SHALL THE CUSTOMER BE LIABLE TO
STRYKER FOR ANY MONETARY DAMAGES IN EXCESS OF THE PURCHASE PRICE CONTEMPLATED BY THIS AGREEMENT. IN
NO EVENT SHALL CUSTOMER BE LIABLE TO STRYKER FOR ANY CONSEQUENTIAL,SPECIAL,OR PUNITIVE DAMAGES,OR
ANY DAMAGES RESULTING FROM LOSS OF PROFIT.
9. Indemnity.Stryker agrees to indemnify and defend Customer from any third-party claims related to bodily injury or damage to personal property
which Customer may suffer solely as a result of(i)a defect in workmanship or design of the Products or(ii)the gross negligence or willful
misconduct or violation of applicable law by Stryker, its employees and authorized agents in their performance under this Agreement. This
indemnification does not apply to liability and/or damages arising from:(a)the negligence of any person other than an employee or agent of
Stryker;(b)the failure of any person other than an employee or agent of Stryker to follow any labeling,manuals and/or instructions for use of the
Product;or(c)the use of any product not purchased from Stryker,or Product that has been modified,altered,reprocessed,or repaired by any
person other than an employee or agent of Stryker.Stryker will have no liability hereunder unless it is notified promptly of any such claim and
given control of the defense and settlement thereof.Customer will be liable to Stryker for any claims,losses,or injuries arising from or resulting
from the gross negligence or willful misconduct of any employee or agent of Customer.
10. Insurance.
a. During the Term of this Agreement, Stryker will maintain commercial general liability insurance, including coverage for products and
completed operations,with limits of$1,000,000 per occurrence and$3,000,000 aggregate;automobile liability insurance with a combined
single limit of$1,000,000 each accident covering Stryker's use of owned,non-owned and hired vehicles;and workers compensation insurance
subject to statutory limits and employer's liability insurance with limits of S1,000,000 per accident,and S1,000,000 per employee and policy
limit for disease covering claims arising out of Stryker's activities and obligations under this Agreement,including Customer's use of Products
purchased from Stryker under this Agreement according to the instructions for use. Notwithstanding any other requirements within this
Agreement to the contrary,to the extent allowed by applicable law or regulation,Stryker shall be permitted to comply with these insurance
requirements through a program of self-insurance. Upon request by Customer,Stryker will furnish an insurance certificate issued by an
authorized agent of the insurer(s)evidencing the above referenced insurance coverage.
b. During the Term of this Agreement,Customer shall maintain commercial general liability insurance with limits of$1,000,000 per occurrence
and $3,000,000 annual aggregate; automobile liability insurance with a combined single limit of S1,000,000 each accident covering
Customer's use of owned, non-owned and hired vehicles; and workers compensation insurance subject to statutory limits and employer's
liability insurance with limits of$1,000,000 per accident,and$1,000,000 per employee and policy limit for disease covering claims arising
out of Customer's activities and obligations under this Agreement,including liability arising out of Customer's indemnity obligations set forth
in Section 10 above.Upon request by Stryker,Customer will provide an insurance certificate issued by an authorized agent of the insurer(s)
evidencing the above referenced insurance such coverage.
1 I. Termination.Either Party may terminate this Agreement in whole or in part at any time,without cause,by giving thirty(30)days advance written
notice to the other('arty.For the avoidance of confusion,Stryker may terminate(i)its participation in this Agreement or(ii)the Product Pricing
Exhibit,by giving thirty(30)days'written notice to Customer.Upon termination or expiration of this Agreement,Customer shall,within ten(10)
days,pay Stryker all amounts owed pursuant to this Agreement.
12. Confidentiality.The terms of this Agreement are confidential.Neither party shall disclose confidential information to any third party without the
prior written consent of the other party,except where such disclosure is required by law.
13. Miscellaneous.
a. No Party shall be liable for failure of or delay in performing obligations set forth in this Agreement,and no Party shall be deemed in breach
of its obligations if such failure or delay is due to natural disasters or any causes reasonably beyond the control of such Party.
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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.
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Exhibit A to Product Purchase Agreement
PRODL('T PRICING
Equipment Products:
# Product Description Qty Sell Price Total
1 0 650705550001 6507 POWER PRO 2,HIGH CONFIG 1 535,421.91 $35,421.91
2 0 650707000002 KIT,ALVARIUM BATTERY,SERVICE 1 $940.00 $940.00
3 0 650700450301 ASSEMBLY,BATTERY CHARGER 1 $1,344.80 $1,344.80
4 0 650700450031 ASSY,BATTRY CHRGR MOUNT PLATE 1 $52.80 $52 80
5.0 650700450102 ASSEMBLY,POWER CORD,NORTH AM 1 S31.20 $31.20
Equipment Total: S37,790.71
ProCare Products:
I Product Description Qty Sell Price Total
6.1 POWERPRO-PROCARE Powar Pro 2 for 0507 POWER PRO 2.HIGH CONFIG 1 $6,730 50 $6,730.50
07i09/2025.07e8r2030
ProCare Total: $6,730.50
Price Totals:
Estimated Sales Tax(0.000%): $0.00
Shipping and Handling: $535.41
Grand Total: $45,056.62
Comments:
PM/EXTENDED WARRANTY INCLUDING
BATTERIES INCLUDED FOR TOTAL OF 7-YEARS
FROM DATE OF DELIVERY TRADE-IN CREDITS
AVAILABLE.
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Exhibit it 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.ndf(strvker.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.
THE EXPRESS WARRANTIES SET FORTH IN EXHIBIT B AND STRYKER'S STANDARD PRODUCT WARRANTY ARE THE
ONLY WARRANTIES APPLICABLE TO THE PRODUCTS 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.
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Exhibit C to Product Purchase Agreement
.AUTHORIZED PARTICIPANTS
PARTICIPANT ADDRESS Sl'K Customer#
City of Elgin 3270 Long Common PKWY,Elgin,IL 30124-8832 20037725
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E.xbibil D to Product Purch:a.c \crcement
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.
I. 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 are 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
term,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 Stryker 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
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Equipment;(ii) accidents,catastrophe,fire,flood or act(s)of God;(iii)damage resulting from faulty maintenance,improper storage,
repair,handling or use,damage and/or alteration by non-Stryker authorized personnel;(iv)service necessary due to the failure of
the Customer or anyone under Its control to comply with written instructions or recommendations;(v) equipment on which any
original serial numbers or other identification marks have been removed or destroyed;(vi)damage caused as a result of the use of
the Equipment beyond the useful life, if any,specified for such equipment in the user manual;(vii)service Stryker cannot perform
because the Equipment has been discontinued or its parts have been discontinued or made obsolete;(viii)service to the Equipment
if the Equipment or the Equipment site is contaminated with blood or other potentially infectious substances;or(ix)equipment
that has been repaired with any unauthorized or non-Stryker components.In addition,in order to ensure safe operation of the
Equipment,only Stryker accessories should be used.Stryker reserves the right to invalidate a Service Plan and any complimentary
loaner programs thereunder if Equipment is used with accessories not manufactured by Stryker.If,at any time,upon inspection of
the Equipment in service,Stryker 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.
7. Indemnification(Services).
7.1. Stryker will indemnify and defend Customer against any third-party liability and/or damages("Claims")that Customer may incur
directly as a result of bodily injury(including death)or property damage arising from negligent,willful misconduct or omissions of
Stryker or its employees agents,or contractors in the course of providing Services.The foregoing indemnification will not apply to
any Claims arising from:(i)an injury or damage due to the negligence of any person other than a Stryker employee or agent;(ii)the
failure of any person other than a Stryker employee or agent to follow any instructions outlined in the labeling, manual, and/or
instructions for use of the Equipment;(iii)the use of any equipment or part not purchased from Stryker,(iv)abnormal wear and tear
or damage caused by misuse or by Customer's failure to perform normal and routine maintenance as set out in the maintenance manual
and/or operating instructions provided with the Equipment,or as demonstrated by an authorized Stryker representative;or(v)any
equipment or any part thereof that has been modified,altered or repaired by any person other than Stryker's employee or agent.
7.2. Stryker's indemnification obligations under this Section 7 are conditioned on Customer promptly providing Stryker with(i)timely
written notice of any Claim for which indemnification is sought and (ii) reasonable assistance and all available non-proprietary
information reasonably required in the defense or settlement of any Claim;and(iii)control,with reasonable mput from Customer,over
the defense against any Claim and the settlement of any Claim;provided,however,that Stryker will not agree to any settlement or
compromise that imposes or results in any finding of fault or any restriction or obligation on the part of Customer without Customer's
prior written consent. For any Claim covered by Stryker's indemnification obligations under Section 7,the Customer shall have the
right to participate in the defense at its own sole expense.
8. Non-Solicitation and Non-Hire. Customer agrees that,during the Term and for a period of one(1)year following the termination or
expiration of a Service Plan,it will not solicit any employees of Stryker to terminate their employment with Stryker,unless Stryker consents
in writing. Nothing herein will prohibit Customer from hiring employees of Stryker who respond to a general employment solicitation such
as a newspaper advertisement.
9. Background Check. Stryker warrants that all of its employees who will be on a Customer's premises to perform Services will have
undergone a background check as part of Stryker's hiring practice and/or as required by Customer's vendor credentialing program. The
background check consists of the following:
• Criminal background check
• National sex offender registry check
• Education verification
• Employment history
• SSN verification
• Driving record
• Government sanction/watch lists
During the Term,a Customer may request a conference with Stryker at any reasonable time regarding the performance,behavior
or expectations of any Stryker service personnel who are assigned to Customer's facility. Any Stryker service personnel who
willingly and knowingly violates Customer's rules,regulations,procedures,or polices may be removed from Customer's facility at
Customer's option and will be replaced by Stryker promptly.
10. Changes. At any time during the Term,and upon each Party's written consent,additional Services or Equipment may be added or deleted
from a plan.Such changes will be governed by the terms and conditions of the Service Plan.Stryker may modify the applicable Service
Plan to reflect adjustments to charges attributable to plan changes.
11. Parts and Subcontracting. Stryker may elect to use new or used parts related to the Services in its sole discretion.Stryker reserves the
right to hire subcontractors to perform the Services.
12. Independent Contractor.The Parties are independent contractors with respect to one another.However,to the extent Stryker,Stryker
personnel or subcontractors come to Customer's property,to the extent applicable,they will follow Customer's written and posted work
place policies.
13. Nondiscrimination: Stryker will not discriminate against any employee or applicant for employment because of race,color,religion,
sex,national origin,age,ancestry,order of protection status,familial status,marital status,physical or mental disability,military status,
sexual orientation,or unfavorable discharge from military service which would not interfere with the efficient performance of the job in
question. Stryker will take affirmative action to comply with the provisions of Elgin Municipal Code Section 5.02.040 and will require any
subcontractor to submit to the Customer a written commitment to comply with those provisions. Stryker will distribute copies of this
commitment to all persons who participate in recruitment,screening,referral and selection of job applicants,prospective job applicants,and
subcontractors.
Styker Product Purchase Agreement 1.1.2024