HomeMy WebLinkAboutItem 02 Approval of ASL Contract with Stryker
City of Ocoee ▪ 1 N. Bluford Avenue ▪ Ocoee, Florida 34761
Phone: (407) 905-3100 ▪ www.ocoee.org
STAFF REPORT
Meeting Date: November 5, 2024
Item #: 2
Contact Name: Charles Van Camp Department Director: Thomas Smothers
Contact Number: Ext. 2006 City Manager: Craig Shadrix
Subject: Approval of ALS 360 Contract with Stryker. (Deputy Fire Chief Van Camp)
Background Summary: The City of Ocoee Fire Department is committed to providing top-quality
emergency medical services (EMS) to the community. However, much of the department’s critical lifesaving
equipment, including monitors, stretchers, and PowerLoad systems, are outdated and have surpassed their
useful life. These aging units are no longer repairable, creating an urgent need for replacement to ensure the
safety and effectiveness of the City's EMS operations.
To address this need, the City seeks to enter into a contract with Stryker under the ALS 360 program. This
contract will allow the Fire Department to replace outdated equipment with new state-of-the-art devices,
including LIFEPAK monitors/defibrillators and PowerLoad systems, ensuring that EMS staff are equipped with
reliable tools to provide advanced emergency care.
The contract is structured under Master Agreement No. 2110228525 with Flex Financial, a division of Stryker
Sales, LLC. The contract term is 109 months, with annual payments. The contract will enable the Fire
Department to replace outdated equipment that is critical to EMS operations but no longer serviceable.
Approval of this agreement is vital to maintaining high-quality emergency medical services for the community.
Key Details:
• Replacement of outdated and non-repairable monitors, stretchers, and PowerLoad systems.
• Equipment includes 14 LIFEPAK 15 Monitors/Defibrillators and accessories, along with 4 new cots and
4 new PowerLoad systems. The motorized cots and PowerLoad systems provide a safe process for
lifting and moving patients into an ambulance. This significantly enhances safety for both firefighters
and the patients being treated and transported.
• Annual payment structure: 10 payments of $313,357.35 (plus applicable taxes).
• Total contract amount: $3,133,573.50 (including equipment, service coverage, and freight).
• The agreement includes options for equipment upgrades between the 36th and 60th months, ensuring
continued access to the latest technology.
Issue:
Should the Honorable Mayor and City Commissioners approve entering into the ALS 360 contract with Stryker
under the terms outlined in Master Agreement No. 2110228525?
City of Ocoee ▪ 1 N. Bluford Avenue ▪ Ocoee, Florida 34761
Phone: (407) 905-3100 ▪ www.ocoee.org
Recommendations:
Staff recommends the Honorable Mayor and City Commissioners approve the contract with Stryker for ALS
360 equipment, authorizing the replacement of outdated monitors, stretchers, and PowerLoad systems, and
authorize the City Manager to execute the necessary documents for its implementation.
Attachments:
1. ALS 360 Contract
Financial Impacts:
The financial commitment will be 313,357.35 (plus applicable taxes) per year, for 10 years. Funds for the first
year payment have been accounted for in the Fire Department’s FY 24/25 budget.
Type of Item: Consent
RE: Reference no:2110228525
Date: November 7, 2024
CITY OF OCOEE, FLORIDA
563 S BLUFORD AVE
OCOEE, Florida 34761-2715
Thank you for choosing Stryker for your equipment needs. Enclosed please find the documents necessary to enter into the arrangement. Once all of the
documents are completed, properly executed and returned to us, we will issue an order for the equipment.
PLEASE COMPLETE ALL ENCLOSED DOCUMENTS TO EXPEDITE THE SHIPMENT OF YOUR ORDER.
Master Agreement
Rental Schedule to Master Agreement
Exhibit A - Detail of Equipment
Insurance Authorization and Verification
State and Local Government Rider
Opinion of Counsel
Addendum
**Conditions of Approval: Insurance Authorization and Verification, State and Local Government Rider, Federal ID, Opinion of Counsel, Customer PO,Valid Tax Exemption Certificate
PLEASE PROVIDE THE FOLLOWING WITH THE COMPLETED DOCUMENTS:
Federal tax ID number:
\fedTaxId1\_______________________
AP address:
\apAddr1\_______________________
Purchase order number:
\poNum1\_______________________
Upfront Payment Check No:(if applicable)
\chkNum1\_______________________
Contact name:
\contact1\_______________________
Phone number:
\phone1\_______________________
Email address:
\email1\_______________________
Please fax completed documents to (877) 204-1332. Return original documents to 1901 Romence Road Parkway Portage, MI 49002 (using Fed-Ex
Shipping ID# 772-432976)
Your personal documentation specialist is Yolanda Thomas and can be reached at or by email yolanda.thomas@stryker.com for any questions regarding these
documents.
The proposal evidenced by these documents is valid through the last business day of November, 2024
Sincerely,
Flex Financial, a division of Stryker Sales, LLC
Notice: To help the government fight the funding of terrorism and money laundering activities, U.S. Federal law requires financial institutions to obtain,verify and record information that identifies each person (individuals or businesses) who opens an account. What this means for you: When you openan account or add any additional service, we will ask you for your name, address, federal employer identification number and other information that willallow us to identify you. We may also ask to see other identifying documents. For your records, the federal employer identification number for FlexFinancial, a Division of Stryker Sales, LLC is 38-2902424.
Flex Financial, a division of Stryker Sales, LLC
1901 Romence Road Parkway
Portage, MI 49002
t: 1-888-308-3146 f: 877-204-1332
www.stryker.com
Agreement No.: 2110228525
Owner:
Flex Financial, a division of Stryker Sales, LLC
1901 Romence Road Parkway
Portage, MI 49002
Customer:
CITY OF OCOEE, FLORIDA
563 S BLUFORD AVE
OCOEE, Florida 34761-2715
1.Master agreement. The undersigned Customer ("Customer") unconditionally and irrevocably agrees with the above referenced Owner (together with all of its
successors and Assignees, collectively, "Owner") to use or acquire, as applicable, the equipment and other personal property and services, if any (together with
all additions and attachments to it and all substitutions for it, collectively, the "Equipment") described in each Equipment Schedule referencing this Agreement
(which may be in the form of an Equipment Lease Schedule, Equipment Rental Schedule, Equipment Use Schedule, Fee Per Disposable Schedule, Fee Per
Implant Schedule, Equipment Purchase Schedule or other schedule referencing this Agreement, each, together with any attachments thereto, an "Equipment
Schedule") and purchased from the Supplier(s) noted in the applicable Equipment Schedule (each a "Supplier"). Each Equipment Schedule shall incorporate by
reference all of the terms of this Agreement and shall constitute a separate agreement (each such Equipment Schedule, together with such incorporated terms of
this Agreement, collectively, a "Schedule") that is assignable separately from each other Schedule. In the event of a conflict between this Agreement and the
terms of an Equipment Schedule, the terms of the Equipment Schedule shall prevail. No provision of a Schedule may be amended except in a writing signed by
Owner's and Customer's duly authorized representatives.
2.Risk of loss. Effective upon delivery to Customer and continuing until the Equipment is returned to Owner in accordance with the terms of each Schedule,
Customer shall bear all risks of loss or damage to the Equipment and if any loss occurs Customer is nevertheless required to satisfy all of its obligations under
each Schedule.
3.Payments/fees.All periodic payments, "Semi-Annual Differential" (if a Fee Per Disposable Schedule or Fee Per Implant Schedule) and other amounts due from
Customer to Owner under a Schedule are collectively referred to as "Payments". Unless otherwise instructed by Owner in writing, all Payments shall be made to
Owner's address in the applicable Schedule. Any payment by or on behalf of Customer that purports to be payment in full for any obligation under any Schedule
may only be made after Owner's prior written agreement to accept such payment amount. If Customer fails to pay any amount due under a Schedule within ten
(10) days after its due date, Customer agrees to pay a late charge equal to (as reasonable liquidated damages and not as a penalty) five percent (5%) of the
amount of each such late payment. If any check or funds transfer request for any Payment is returned to Owner unpaid, Customer shall pay Owner a service
charge of $55 for each such returned check or request. Customer authorizes Owner to adjust the Payments at any time if taxes included in the Payments differ
from Owner's estimate. Customer agrees that the Payments under a Schedule were calculated by Owner based, in part, on an interest rate equivalent as quoted
on Bloomberg under the SOFR Swap Rate, that would have a repayment term equivalent to the initial term (or an interpolated rate if a like-term is not available) as
reasonable determined by us (and if the SOFR Swap Rate is no longer provided by Bloomberg, such rate shall be determined in good faith by Owner from such
sources as Owner shall determine to be comparable to Bloomberg [or any successor]), and in the event the date the Equipment is delivered to Customer under
any Schedule is more than 30 days after Owner sends the Schedule to Customer, Owner may adjust the Payments once to compensate Owner, in good faith, for
any increase in such rate. “SOFR” with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New
York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s website as quoted by Bloomberg.
4.Equipment. Customer shall keep the Equipment free of liens, claims and encumbrances, and shall not modify, move, sell, transfer, or otherwise encumber any
Equipment or permit any Equipment to be used by others or become attached to any realty, in each case without the prior written consent of Owner, which consent
shall not be unreasonably withheld. Any modification or addition to any Equipment shall automatically become the sole property of Owner, unless the Schedule is
an Equipment Purchase Schedule or Customer selects $1.00 Buyout for any Schedule. Owner shall have the right to enter Customer's premises during business
hours to inspect any Equipment and observe its use upon at least one (1) day's prior written or verbal notice. Customer shall comply with all applicable laws, rules
and regulations concerning the operation, ownership, use and/or possession of the Equipment.
5.Obligations absolute. Customer's Payments and other obligations under each Schedule are absolute and unconditional and non-cancelableregardless of any defect or damage to the Equipment (or Disposables/Implants, if applicable) or loss of possession, use or destruction of the
Equipment (or Disposables/Implants, if applicable) and are not subject to any set-offs, recoupment, claims, abatements or defenses, provided thatneither this Agreement nor any Equipment Schedule shall impair any express warrantees or indemnifications, written service agreements or otherobligations of Stryker Corporation or any of its subsidiaries to Customer regarding the Equipment and Owner hereby assigns all of its rights in any
Equipment warrantees to Customer. Customer waives all rights to any indirect, punitive, special or consequential damages in connection with the Equipment or
any Schedule.
6.Use/assignment/disclaimers. All Equipment shall be used solely for business purposes, and not for personal or household use. Customer shall maintain the
Equipment in good repair in accordance with the instructions of the Supplier so that it shall be able to operate in accordance with the manufacturer's specifications.
CUSTOMER SHALL NOT TRANSFER OR ASSIGN ANY OF ITS RIGHTS OR OBLIGATIONS UNDER ANY SCHEDULE OR EQUIPMENT without Owner's prior
written consent, which consent shall not be unreasonably withheld. Customer shall promptly notify Owner in writing of any loss or damage to any Equipment.
Owner shall own the Equipment (unless the Schedule is an Equipment Purchase Schedule or Customer selects $1.00 Buyout for any Schedule). Owner may sell,
assign, transfer or grant a security interest to any third party (each, an "Assignee") in any Equipment, Payments and/or Schedule, or interest therein, in whole or
in part, without notice to or consent by Customer. Customer agrees that Owner may assign its rights under and/or interest in each Schedule and the related
Equipment to an Assignee immediately upon or any time after Owner's acceptance of each Schedule and upon such assignment, Customer consents to such
assignment and acknowledges that references herein to "Owner" shall mean the Assignee. No Assignee shall assume or be liable for any of the Original Owner's
(as defined below) obligations to Customer even though an Assignee may continue to bill and collect all of Customer's obligations under this Agreement in the
name of "Flex Financial, a division of Stryker Sales, LLC. "Customer acknowledges that such Assignee is not the manufacturer or supplier of any Equipment and is
not responsible for its delivery, installation, repair, maintenance or servicing and no Assignee shall have any obligations or liabilities of any kind whatsoever
concerning or relating to the Equipment. Customer has selected each Supplier and manufacturer and all of the Equipment. Neither the Original Owner, Supplier
nor any manufacturer is an agent of any Assignee, and no representative of the Original Owner, manufacturer or any Supplier is authorized to bind any Assignee
for any purpose or make any representation on Assignee's behalf. Customer agrees to look only to Stryker Sales, LLC (the "Original Owner"), the Supplier(s) or
the manufacturer(s) for any defect or breach of warranty regarding the Equipment.AS TO ANY ASSIGNEE, CUSTOMER TAKES AND USES THE EQUIPMENT
ON AN "AS-IS", "WHERE-IS" BASIS. ASSIGNEE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED,REGARDING ANY EQUIPMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR APARTICULAR PURPOSE. TO THE EXTENT, IF ANY, THAT CUSTOMER HAS ANY CLAIMS, RIGHTS OR DEFENSES AGAINST THE ORIGINAL OWNER,
ANY MANUFACTURER AND/OR ANY SUPPLIER, CUSTOMER SHALL RAISE SUCH CLAIMS, RIGHTS OR DEFENSES ONLY AGAINST THE ORIGINALOWNER, MANUFACTURER OR SUPPLIER AND NOT AGAINST ASSIGNEE AND SHALL NONE-THE-LESS PAY ALL PAYMENTS AND OTHER AMOUNTSDUE UNDER A SCHEDULE TO THE ASSIGNEE ON THEIR RESPECTIVE DUE DATES WITHOUT ANY DEFENSE, RECOUPMENT, SETOFF, ABATEMENT,
CLAIM OR COUNTERCLAIM OF ANY NATURE. THE ORIGINAL OWNER (INCLUDING FLEX FINANCIAL, A DIVISION OF STRYKER SALES, LLC) MAKESNO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE REGARDING ANY EQUIPMENT.
7.Insurance/indemnification.Customer shall at all times maintain and provide Owner with certificates of insurance evidencing (i) third-party general liability
insurance (covering death and personal injury and damage to third party property) with a minimum limit of $1 million combined single limit per occurrence and (ii)
property insurance covering the Equipment against fire, theft, and other loss, damage or casualty for the full replacement value of the Equipment in each case with
insurers acceptable to Owner. Such policies shall list Owner and each Assignee as an additional insured and sole loss payee, as applicable, for such insurance.
Such insurance policies shall require the insurer to provide Owner with at least 30 days' prior written notice of any material change in or cancellation of the
insurance. In the event that Owner determines that the insurance is not in effect, Owner may (but shall not be required to) obtain such insurance and add an
insurance fee (which may include a profit) to the amounts due from Customer under the applicable Schedule. Upon any loss or damage to any Equipment,
Customer shall continue to pay all Payments due under the related Schedule for the remainder of its term and shall, at Owner's sole election, either repair such
MASTER AGREEMENT No.2110228525
Agreement # 2110228525
Equipment or replace it with comparable equipment satisfactory to Owner. Proceeds of insurance shall be paid to Owner with respect to any Equipment loss,
damage, theft or other casualty and shall, at the election of Owner, be applied either to the repair of the Equipment by payment by Owner directly to the party
completing the repairs, or to the reimbursement of Customer for the cost of such repairs; provided, however, that Owner shall have no obligation to make such
payment or any part thereof until receipt of such evidence as Owner shall deem satisfactory that such repairs have been completed and further provided that
Owner may apply such proceeds to the payment of any Payments or other sum due or to become due hereunder if at the time such proceeds are received by
Owner there shall have occurred any Event of Default or any event which with lapse of time or notice, or both, would become an Event of Default. To the extent not
expressly prohibited by applicable law, Customer will reimburse and defend Owner, including each Assignee for and against any losses, injuries, damages,
liabilities, expenses, claims or legal proceedings asserted against or incurred by Owner, including any Assignee, relating to the Equipment and which relate to or
arise out of Customer's act or omission or the act or omission of Customer's agents or employees or others (excluding Owner) with access to the Equipment. All
Taxes and indemnity obligations shall survive the termination, cancellation or expiration of a Schedule.
8.UCC filings. CUSTOMER WAIVES ANY AND ALL RIGHTS AND REMEDIES GRANTED TO CUSTOMER BY SECTIONS 2A-508 THROUGH 2A-522 OF THE
UNIFORM COMMERCIAL CODE ("UCC"). If and to the extent that this Agreement or a Schedule is deemed a security agreement (or if the Schedule is an
Equipment Purchase Schedule or Customer selects $1.00 Buyout for any Schedule), Customer hereby grants to Owner, its successors and assigns, a security
interest in all of Customer's rights under and interest in the Equipment, all additions to the Equipment and all proceeds of the foregoing. Such security interest
secures all Payments and other obligations owing by Customer to Owner under the applicable Schedule. Customer authorizes Owner and any Assignee to file
UCC financing statements disclosing Owner's or Assignee's interest in the Equipment. Customer shall provide Owner with at least 45 days' prior written notice of
any change to Customer's principal place of business, organization or incorporation.
9.Taxes.(a) Reporting and Payment. If permitted by applicable law and except as noted below, Owner shall pay when and as due all sales, use, property, excise and other
taxes, and all license and registration fees now or hereafter imposed by any governmental body or agency upon any Schedule or the ownership, use, possession,
or sale of the Equipment, together with all interest and penalties for their late payment or non-payment ("Taxes"). Customer shall indemnify and hold Owner
harmless from any such Taxes. Owner shall prepare and file all tax returns relating to Taxes for which Owner is responsible hereunder or which Owner is permitted
to file under the laws of the applicable taxing jurisdiction. Except with respect to Equipment subject to an Equipment Purchase Schedule or $1.00 Buyout,
Customer will not list any of the Equipment for property tax purposes or report any property tax assessed against the Equipment. Upon receipt of any tax bill
pertaining to the Equipment from the appropriate taxing authority, Owner will pay such tax and will invoice Customer for the expense. Upon receipt of such invoice,
Customer will promptly reimburse Owner for such expense. If the Equipment is subject to an Equipment Purchase Schedule or $1.00 Buyout, Customer shall
report and pay all applicable property taxes on such Equipment. Nothing in this Subsection shall be deemed to prohibit Customer from reporting, for informational
purposes only and to the extent required under applicable law, that it uses the Equipment.
(b) Tax Ownership.
(i) If Customer selects $1.00 Buyout for any Schedule, the parties intend that Customer shall be considered the owner of the Equipment for tax purposes;
provided, however, that Owner shall not be deemed to have violated this Agreement or any Schedule by taking a tax position inconsistent with the foregoing to the
extent such a position is required by law or is taken though inadvertence so long as such inadvertent tax position is reversed by Owner promptly upon its
discovery.
(ii) If Customer selects the Fair Market Value Option or the Fixed Purchase Option for any Schedule, the parties intend that the Schedule will not be a "conditional
sale", and that Owner shall at all times and for all purposes be considered the owner of the Equipment (including for income taxes purposes), and that such
Schedule will convey to Customer no right, title or interest in any of the Equipment excepts the right to use the Equipment as described in the Schedule. Customer
will not take any actions or positions inconsistent with treating Owner as the owner of the Equipment on or with respect to any income tax return.
Should either the United States government (or agency thereof) or any state or local tax authority disallow, eliminate, reduce, recapture, or disqualify, in whole or in
part, the Equipment tax benefits claimed under a Schedule by Owner as a result of any act or omission of Customer (collectively, "Tax Loss"), to the extent not
prohibited by applicable law, Customer will indemnify Owner (on a net after tax basis) against all Tax Losses suffered, including the amount of any interest or
penalties which might be assessed on Owner by the governmental authority(ies) with respect to such Tax Loss. All references to Owner in this Section include
Owner and the consolidated taxpayer group of which Owner is a member. All of Owner's (including any Assignee's) rights, privileges and indemnities contained in
this Section shall survive the expiration or other termination of this Agreement. The rights, privileges and indemnities contained herein are expressly made for the
benefit of, and shall be enforceable by Owner (including any Assignee), or its respective successors and assigns.
10.Facsimile copies. Owner may from time to time, in its sole discretion, accept a photocopy or facsimile of this Agreement and/or any Schedule (bearing a
photocopied or electronically transmitted copy of Customer's signature) as the binding and effective record of such agreement(s) whether or not an ink signed
counterpart thereof is also received by Owner from Customer, provided, however, that no Schedule shall be binding on Owner unless and until executed by Owner.
Any such photocopy or electronically transmitted facsimile received by Owner shall when executed by Owner, constitute an original document for the purposes of
establishing the provisions thereof and shall be legally admissible under the "best evidence rule" and binding on Customer as if Customer's manual ink signature
was personally delivered.
11.Notices. All notices required or provided for in any Schedule, shall be in writing and shall be addressed to Customer or Owner, as the case may be, at its
address set forth above or such other address as either such party may later designate in writing to the other party. Such notice shall be considered delivered and
effective: (a) upon receipt, if delivered by hand or overnight courier, or (b) three (3) days after deposit with the U.S. Postal Service, if sent certified mail, return
receipt requested with postage prepaid. No other means of delivery of notices shall be permitted.
12.Default; remedies. Customer will be in "default" under a Schedule, if any one or more of the following shall occur: (a) Customer or any Guarantor of any
Schedule ("Guarantor") fails to pay Owner any Payment due under any Schedule within ten (10) days after it is due, or (b) Customer or any such Guarantor
breaches any other term of any Schedule, or (c) Customer or any such Guarantor makes any misrepresentation to Owner, or (d) Customer or any such Guarantor
fails to pay any other material obligation owed to Owner, any of Owner's affiliates, or any other party, or (e) Customer or any such Guarantor shall consent to the
appointment of a receiver, trustee or liquidator of itself or a substantial part of its assets, or (f) there shall be filed by or against Customer or any such Guarantor a
petition in bankruptcy, or (g) Customer's articles of incorporation or other formation documents shall be amended to change Customer's name and Customer fails
to give Owner written notice of such change (including a copy of any such amendment) on or before the date such amendment becomes effective, or (h)
Customer's legal existence in its state of incorporation or formation shall have lapsed or terminated, or (i) Customer shall dissolve, sell, transfer or otherwise
dispose of all or substantially all of its assets, without Owner's prior written consent, which consent shall not be unreasonably withheld, or (j) without prior written
consent of Owner, which consent shall not be unreasonably withheld, Customer merges or consolidates with any other entity and Customer is not the survivor of
such merger or consolidation. Upon default, Owner may do any one or more of the following: (1) recover from Customer the sum of (A) any and all Payments, late
charges and other amounts then due and owing under any or all Schedules, (B) accelerate and collect the unpaid balance of the remaining Payments scheduled to
be paid under any or all Schedules, together with Owner's anticipated residual interest in any or all Equipment subject to them, both discounted to present value at
a rate of 3% per annum, and (C) Owner's related reasonable attorneys' fees, collection costs and expenses; (2) enter upon Customer's premises and take
possession of any or all of such Equipment; (3) terminate any or all Schedules; and/or (4) utilize any other right or remedy provided by applicable law. Customer
shall also pay to Owner interest on all unpaid amounts due under a Schedule from the due date of such amounts until paid in full, at a rate per annum equal to the
lower of 1-1/2% per month or the highest rate of interest permitted by applicable law (the "Default Interest Rate"). In the event the Equipment is returned or
repossessed by Owner, Owner will, if commercially reasonable, sell or otherwise dispose of the Equipment, with notice as required by law, and apply the net
proceeds after deducting the costs and expenses of such sale or other disposition, to Customer's obligations hereunder with Customer remaining liable for any
deficiency and with any excess being retained by Owner or applied as required by law. If Customer fails to perform or comply with any of its agreements or
obligations, Owner may perform or comply with such agreements or obligations in its own name or in Customer's name as attorney-in-fact and the amount of any
payments and expenses of Owner incurred in connection with such performance or compliance, together with interest thereon at the Default Interest Rate, shall be
payable by Customer to Owner upon demand. No express or implied waiver by Owner of any default or breach of Customer's obligations hereunder shall constitute
a waiver of any other default or breach of Customer's obligations hereunder.
MASTER AGREEMENT No.2110228525
Agreement # 2110228525
13.Miscellaneous. All Schedules shall be binding on Customer's successors and permitted assigns, and shall be for the benefit of Owner and its successors and
Assignees. EACH SCHEDULE SHALL BE GOVERNED BY THE LAWS OF MICHIGAN, WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICT OF LAWS
OR CHOICE OF LAW. THE PARTIES WAIVE THE RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING RELATING TO ANY SCHEDULE OREQUIPMENT. The parties do not intend to exceed any applicable usury laws. If for any reason a Schedule is held to constitute a loan of money, any
amounts payable under such Schedule in excess of the applicable highest lawful rate of interest shall be deemed a prepayment of any principalamount due under the Schedule and, if such principal is paid in full, such excess amounts shall be immediately refunded to Customer. Customer agrees
that it shall upon request from Owner, promptly provide to Owner a copy of Customer's most recent annual financial statements and any other financial information
of Customer (including interim financial statements) that Owner may request. Customer authorizes Owner to share such information with Owner's affiliates for
purposes of credit approval. Customer expressly authorizes credit reporting agencies and other persons to furnish credit information to Owner and its Assignees
(and prospective Assignees), separately or jointly with other creditors or Owners, for use in connection with this Agreement or any Schedule. Customer agrees that
Owner may provide any information or knowledge Owner may have about Customer or about any matter relating to this Agreement or any Schedule to any one or
more Assignees (and prospective Assignees). Owners and joint users of such information are authorized to receive and exchange credit information and to update
such information as appropriate during the term of this Agreement and each Schedule. Information about Customer may be used for marketing and administrative
purposes and shared with Owner's affiliates. Customer may direct Owner not to share that information (except transaction and experience information and
information needed for credit approval) with Owner's affiliates by writing to the Owner's address referenced above. This Agreement will not be valid until accepted
by Owner (as evidenced by Owner's signature below). Customer represents and warrants to Owner, that effective on the date on which Customer executes this
Agreement and each Schedule: (i) if Customer is a partnership, corporation, limited liability company or other legal entity, the execution and delivery of this
Agreement and each Schedule and the performance of Customer's obligations hereunder and thereunder have been duly authorized by all necessary action on
the part of the Customer; (ii) the person signing this Agreement and each Schedule on behalf of Customer is duly authorized; (iii) all information provided by
Customer to Owner in connection with this Agreement and each Schedule is true and correct; and (iv) this Agreement and each Schedule constitute legal, valid
and binding obligations of Customer, enforceable against Customer in accordance with their terms. This Agreement and each Schedule may be executed in
counterparts and any facsimile, photographic or other electronic transmission and/or electronic signing or manual signing of any Schedule by Customer and when
manually countersigned by Owner or attached to Owner's original signature counterpart shall constitute the sole original chattel paper as defined in the UCC for all
purposes and will be admissible as legal evidence thereof; provided, however, that: (i) if a Schedule constitutes “electronic chattel paper” or “an electronic record
evidencing chattel paper” under the UCC and both Owner and Customer have signed electronically, the version identified by Owner as the “single authoritative
copy” is the chattel paper for purposes of perfection by control and (ii) the Agreement may be signed electronically by both parties. . Customer agrees not to raise
as a defense to the enforcement of this Agreement or any related documents hereto the fact that such documents were executed by electronic means. Any
provision of a Schedule which is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such unenforceability without
invalidating the remaining provisions of the Schedule, and any such unenforceability in any jurisdiction shall not render unenforceable such provision in any other
jurisdiction. Paragraph headings are for convenience only, are not part of the Schedule and shall not be deemed to affect the meaning or construction of any of the
provisions hereof. Customer has not received any tax or accounting advice from Owner. This Agreement, any Schedules, any attachments to this Agreement or
any Schedules and any express warrantees made by Stryker Sales, LLC constitute the entire agreement between the parties hereto regarding the Equipment and
its use and possession and supersede all prior agreements and discussions regarding the Equipment and any prior course of conduct. There are no agreements,
oral or written, between the parties which are contrary to the terms of this Agreement and such other documents.
CUSTOMER HAS READ THIS AGREEMENT AND EACH SCHEDULE BEFORE SIGNING IT.
Customer signature
Signature:
\s1\
Date:
\d1\
Print name:
\n1\
Title:
\t1\
Accepted by Flex Financial, a division of Stryker Sales, LLC
Signature:
\s6\
Date:
\d6\
Print name:
\n6\
Title:
\t6\
MASTER AGREEMENT No.2110228525
Agreement # 2110228525
EQUIPMENT SCHEDULE NO. 001 TO MASTER AGREEMENT NO.2110228525
(Equipment Rental Schedule)
Owner:
Flex Financial, a division of Stryker Sales, LLC
1901 Romence Road Parkway
Portage, MI 49002
Customer:
CITY OF OCOEE, FLORIDA
563 S BLUFORD AVEOCOEE Florida 34761-2715
Supplier:
Stryker Sales, LLC, 3800 E. Centre Avenue, Portage, MI 49002
Equipment description: see part I on attached Exhibit A
(and/or as described in invoice(s) or equipment list attached hereto and made a part hereof collectively, the "Equipment")
Equipment Location:563 S BLUFORD AVE, OCOEE, Florida 34761-2715
Schedule of periodic rent payments:
10 Annual payments of $313,357.35 (Plus Applicable Sales/Use Tax)
Term in months: 109
Minimum monthly uses: n/a
Fee per use: n/a
TERMS AND CONDITIONS
1. Rental agreement/term/acceptance/payments. The undersigned Customer ("Customer") unconditionally and irrevocably agrees to rent from the Owner
whose name is listed above ("Owner") the Equipment described above, on the terms specified in this Schedule, including all attachments to this Schedule and in
the Master Agreement referred to above (as amended from time to time, the "Agreement"). Except as modified herein, the terms of the Agreement are hereby
ratified and incorporated into this Schedule as if set forth herein in full, and shall remain fully enforceable throughout the Term of this Schedule (as defined below).
Capitalized terms used and not otherwise defined in this Schedule have the respective meanings given to those terms in the Agreement. The term of this
Schedule ("Term") shall start on the day the Equipment is delivered to Customer and shall continue for the number of months set forth above beginning with the
Rent Commencement Date (as defined below). Customer shall be deemed to have accepted the Equipment for rent under this Schedule on the date that is ten
(10) days after the date it is shipped to Customer by the Supplier ("Acceptance Date") and, at Owner's request, Customer shall confirm for Owner such
acceptance in writing. No acceptance of any item of Equipment may be revoked by Customer. The Periodic Rent Payments described above ("Periodic
Rent") shall be paid commencing on (i) the first day of the month following the month in which the Acceptance Date occurs, if the Acceptance Date is on or before
the 15th of the month, or (ii) the first day of the second month following the month in which the Acceptance Date occurs, if the Acceptance Date is after the 15th
day of the month ("Rent Commencement Date"). Unless otherwise instructed by Owner in writing, all Periodic Rent and other amounts due hereunder shall be
made to Owner's address above. Any payment by or on behalf of Customer that purports to be payment in full for any obligation under this Schedule may only be
made after Owner's prior written agreement to accept such payment amount. Periodic Rent is due monthly beginning on the Rent Commencement Date and
continuing on the same day of each consecutive month thereafter during the Term regardless of whether or not Customer receives an invoice for it. The Minimum
Monthly Uses and Fee Per Use described above shall not affect the amount of any monthly payment.
2. Return of equipment. Customers will give Owner at least 90 days but not more than 180 days written notice (the "Return Notice") (to Owner's address above)
before the initial Term (or any renewal term) expiration of Customer's intention to return the Equipment, whereupon Customers shall: return all of the Equipment in
good working condition at Customer's cost how, when and where Owner directs. If Customer fails to give Return Notice or the Return Notice is not sent timely, the
Term will be automatically extended (upon the same terms and payments) until the first Periodic Rent payment date which is more than 90 days after Customer
has given Owner written notice by certified mail that Customer will return Equipment to Owner and at the end of such extended Term, Customer shall return the
Equipment as described above. All Equipment upon return to Owner shall be in the same condition and appearance as when delivered to Customer, excepting
only reasonable wear and tear from proper use and all such equipment shall be eligible for manufacturer's maintenance. If Customer fails to return the Equipment
as and when required, Customer shall continue to remit Periodic Rent ("Remedial Payments") to Owner on the dates such payments would be payable under this
Schedule as if this Schedule had not expired or terminated.
3. Miscellaneous. If Customer fails to pay (within thirty days of invoice date) any freight, sales tax or other amounts related to the Equipment which are not
financed hereunder and are billed directly by Owner to Customer, such amounts shall be added to the Periodic Rent Payments set forth above (plus interest or
additional charges thereon) and Customer authorizes Owner to adjust such Periodic Rent Payments accordingly. Customer agrees that this Schedule is intended
to be a "finance lease" as defined in §2A-103(1)(g) of the Uniform Commercial Code. This Schedule will not be valid until signed by Owner. Customer
acknowledges that Customer has not received any tax or accounting advice from Owner. If Customer is required to report the components of its payment
obligations hereunder to certain state and/or federal agencies or public health coverage programs such as Medicare, Medicaid, SCHIP or others, and such
amounts are not adequately disclosed in any attachment hereto, then Stryker Sales, LLC will, upon Customer's written request, provide Customer with a detailed
outline of the components of its payments which may include equipment, software, service and other related components. This Schedule may be executed in
counterparts and any facsimile, photographic or other electronic transmission and/or electronic signing or manual signing of this Schedule by Customer and when
manually countersigned by Owner or attached to Owner's original signature counterpart shall constitute the sole original chattel paper as defined in the UCC for all
purposes and will be admissible as legal evidence thereof; provided, however, that if this Schedule constitutes “electronic chattel paper” or “an electronic record
evidencing chattel paper” under the UCC and both Owner and Customer have signed electronically, the version identified by Owner as the “single authoritative
copy” is the chattel paper for purposes of perfection by control.
CUSTOMER HAS READ (AND UNDERSTANDS THE TERMS OF) THIS SCHEDULE BEFORE SIGNING IT:
Agreement # 2110228525
Signature page to follow
Agreement # 2110228525
Customer signature
Signature:
\s1\
Date:
\d1\
Print name:
\n1\
Title:
\t1\
Accepted by Flex Financial, a division of Stryker Sales, LLC
Signature:
\s6\
Date:
\d6\
Print name:
\n6\
Title:
\t6\
Exhibit A to Rental Schedule001 to Master Agreement No.2110228525
Description of equipment
Customer name: CITY OF OCOEE, FLORIDA
Delivery Location: 563 S BLUFORD AVE, OCOEE,Florida , 34761-2715
Part I - Equipment/Service Coverage (if applicable)
Model number
Equipment description
Quantity
99577-001957
15AACBABBABBBAAAAAAAAABFLP15 MONITOR/DEFIB
14
41577-000288
LP15 ACCRY SHIPKIT,AHA,S
14
11996-000543
CABLE,EMS PATIENT,RD SET,MD20,4FT,MASIMO
14
11996-000456
SENSOR,SPO2, RDSET DCI,ADULT,REUSE,3FT,MASIMO
14
11996-000519
SENSOR,LNCS-II RAINBOW DCI 8-LAMBDA SPCO,ADULT M
14
11577-000002
KIT - CARRY BAG, MAIN BAG
14
11220-000028
TOP POUCH
14
11260-000039
KIT - CARRY BAG, REAR POUCH, 3RD EDITION
14
11160-000013
NIBP CUFF-REUSEABLE,CHILD, BAYONET
14
11160-000017
NIBP CUFF-REUSEABLE,LARGE ADULT, BAYONET
14
21330-001365
ASSY - TEST LOAD, ROHS,ENGLISH
14
11577-000001
KIT - CARRY BAG, SHOULDER STRAP
14
11577-000004
LI-ION CHARGER, STATION, STD POWER CORD
14
21330-001176
BATTERY PACK-LI-ION, E-CELL
56
639005550001
MTS POWER LOAD
4
650605550003
6506 MTS PWRPRO COT HIGH CNFIG
4
6500700011
FOWLER O2 BOTTLE HOLDER KIT
4
11996-000471
ASSEMBLY, GATEWAY, 4G, MULTITECH, VERIZON, KORE
14
77100003
Cot Upgrade or Install
8
Total equipment:
$2,538,814.00
Service coverage:
Model number Service coverage description
Quantity
Years
78000168
Verizon Data Plan 1yr
140
9.08
81000002
EMS LIFENET PRO TIER 2
1
9.08
LIFEPK-FLD-
PROCARE
PROCARE-SVC-LIFEPAK-FIELD-REPAIR
14
9.08
POWERPRO-
PROCARE
PROCARE-SVC-POWERPRO
4
9.08
POWERLOAD-
PROCARE
PROCARE-SVC-POWER-LOAD
4
9.08
Total service coverage:
$556,286.00
Freight:$38,473.50
Total Amount:
$3,133,573.50
Signature page to follow
Customer signature
Signature:
\s1\
Date:
\d1\
Print name:
\n1\
Title:
\t1\
Accepted by Flex Financial, a division of Stryker Sales, LLC
Signature:
\s6\
Date:
\d6\
Print name:
\n6\
Title:
\t6\
Insurance Authorization and
Verification
Date: November 7, 2024 Schedule 001 To Master Agreement Number 2110228525
To:CITY OF OCOEE, FLORIDA ("Customer")
563 S BLUFORD AVE
OCOEE, Florida 34761-2715
From:Flex Financial, a division of Stryker Sales, LLC ("Creditor")
1901 Romence Road Parkway
Portage, MI 49002
TO THE CUSTOMER: In connection with one or more financing arrangements, Creditor may require proof in the form of this document, executed by both
Customer* and Customer's agent, that Customer's insurable interest in the financed property (the "Property") meets the requirements as follows, with coverage
including, but not limited to, fire, extended coverage, vandalism, and theft:
Creditor, and its successors and assigns shall be covered as both ADDITIONAL INSURED and LENDER'S LOSS PAYEE with regard to all equipmentfinanced or acquired for use by policy holder through or from Creditor.Customer must carry GENERAL LIABILITY (and/or, for vehicles, Automobile Liability) in the amount of no less than $1,000,000.00 (one milliondollars).Customer must carry PROPERTY Insurance (or, for vehicles, Physical Damage Insurance) in an amount no less than the 'Insurable Value'$2,538,814.00 with deductibles no more than $10,000.00.
*PLEASE PROVIDE THE INSURANCE AGENTS INFORMATION REQUESTED BELOW & SIGN WHERE INDICATED
By signing, Customer authorizes the Agent named below: 1) to complete and return this form as indicated; and 2) to endorse the policy and subsequent renewals
to reflect the required coverage as outlined above.
Insurance agency:\insAgency1\
Agent name:\insAgent1\
Address:\insAddr1\
Phone/fax:\insPhone1\
Email address:\insEmail1\
Customer signature
Signature:
\s1\
Date:
\d1\
Print name:
\n1\
Title:
\t1\
*Customer: Creditor will fax the executed form to your insurance agency for endorsement. In Lieu of agent endorsement, Customer's agency may submit
insurance certificates demonstrating compliance with all requirements. If fully executed form (or Customer-executed form plus certificates) is not provided within 15
days, we have the right but not the obligation to obtain such insurance at your expense. Should you have any questions please contact Yolanda Thomas at .
TO THE AGENT: In lieu of providing a certificate, please execute this form in the space below and promptly fax it to Creditor at 877-204-1332 . This fullyendorsed form shall serve as proof that Customer's insurance meets the above requirements.
Agent hereby verifies that the above requirements have been met in regard to the Property listed below.
Agent signature
Signature:
Date:
Print name:
Title:
Carrier name:
Carrier policy number :
Policy expiration date:
Insurable value: $2,538,814.00
ATTACHED: PROPERTY DESCRIPTION FOR Schedule 001 To Master Agreement Number 2110228525
See Exhibit A to Schedule 001 To Master Agreement Number 2110228525
TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXEDOR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.
State and Local Government Customer Rider
This State and Local Government Customer Rider (the "Rider") is an addition to and hereby made a part of SCHEDULE001 TO MASTER AGREEMENT
No. 2110228525 (the "Agreement") between Flex Financial, a division of Stryker Sales, LLC ("Owner") and CITY OF OCOEE, FLORIDA ("Customer") to be
executed simultaneously herewith and to which this Rider is attached. Capitalized terms used but not defined in this Rider shall have the respective
meanings provided in the Agreement. Owner and Customer agree as follows:
1. Customer represents and warrants to Owner that as of the date of, and throughout the Term of, the Agreement: (a) Customer is a political subdivision of the
state or commonwealth in which it is located and is organized and existing under the constitution and laws of such state or commonwealth; (b) Customer has
complied, and will comply, fully with all applicable laws, rules, ordinances, and regulations governing open meetings, public bidding and appropriations required in
connection with the Agreement, the performance of its obligations under the Agreement and the acquisition and use of the Equipment; (c) The person(s) signing
the Agreement and any other documents required to be delivered in connection with the Agreement (collectively, the "Documents") have the authority to do so, are
acting with the full authorization of Customer's governing body, and hold the offices indicated below their signatures, each of which are genuine; (d) The
Documents are and will remain valid, legal and binding agreements, and are and will remain enforceable against Customer in accordance with their terms; and (e)
The Equipment is essential to the immediate performance of a governmental or proprietary function by Customer within the scope of its authority and will be used
during the Term of the Agreement only by Customer and only to perform such function. Customer further represents and warrants to Owner that, as of the date
each item of Equipment becomes subject to the Agreement and any applicable schedule, it has funds available to pay all Agreement payments payable thereunder
until the end of Customer's then current fiscal year, and, in this regard and upon Owner's request, Customer shall deliver in a form acceptable to Owner a
resolution enacted by Customer's governing body, authorizing the appropriation of funds for the payment of Customer's obligations under the Agreement during
Customer's then current fiscal year.
2. To the extent permitted by applicable law, Customer agrees to take all necessary and timely action during the Agreement Term to obtain and maintain funds
appropriations sufficient to satisfy its payment obligations under the Agreement (the "Obligations"), including, without limitation, providing for the Obligations in
each budget submitted to obtain applicable appropriations, causing approval of such budget, and exhausting all available reviews and appeals if an appropriation
sufficient to satisfy the Obligations is not made.
3. Notwithstanding anything to the contrary provided in the Agreement, if Customer does not appropriate funds sufficient to make all payments due during any
fiscal year under the Agreement and Customer does not otherwise have funds available to lawfully pay the Agreement payments (a "Non-Appropriation Event"),
and provided Customer is not in default of any of Customer's obligations under such Agreement as of the effective date of such termination, Customer may
terminate such Agreement effective as of the end of Customer's last funded fiscal year ("Termination Date") without liability for future monthly charges or the early
termination charge under such Agreement, if any, by giving at least 60 days' prior written notice of termination ("Termination Notice") to Owner.
4. If Customer terminates the Agreement prior to the expiration of the end of the Agreement's initial (primary) term, or any extension or renewal thereof, as
permitted under Section 3 above, Customer shall (i) on or before the Termination Date, at its expense, pack and insure the related Equipment and send it freight
prepaid to a location designated by Owner in the contiguous 48 states of the United States and all Equipment upon its return to Owner shall be in the same
condition and appearance as when delivered to Customer, excepting only reasonable wear and tear from proper use and all such Equipment shall be eligible for
manufacturer's maintenance, (ii) provide in the Termination Notice a certification of a responsible official that a Non-Appropriation Event has occurred, (iii) deliver to
Owner, upon request by Owner, an opinion of Customer's counsel (addressed to Owner) verifying that the Non-Appropriation Event as set forth in the Termination
Notice has occurred, and (iv) pay Owner all sums payable to Owner under the Agreement up to and including the Termination Date.
5. Any provisions in this Rider that are in conflict with any applicable statute, law or rule shall be deemed omitted, modified or altered to the extent required to
conform thereto, but the remaining provisions hereof shall remain enforceable as written.
Customer signature
Signature:
\s1\
Date:
\d1\
Print name:
\n1\
Title:
\t1\
Accepted by Flex Financial, a division of Stryker Sales, LLC
Signature:
\s6\
Date:
\d6\
Print name:
\n6\
Title:
\t6\
Opinion of Counsel Letter
November 7, 2024
Flex Financial, a division of Stryker Sales, LLC
1901 Romence Road Parkway
Portage, MI 49002
Gentlemen/Ladies:
Reference is made to SCHEDULE 001 TO MASTER AGREEMENT NO. 2110228525 (collectively, the "Agreement") between Flex Financial a division of
Stryker Sales, LLC, and CITY OF OCOEE, FLORIDA (herein called "Customer") for the use of certain equipment, goods and/or services as described in the
Agreement. Unless otherwise defined herein, terms which are defined or defined by reference in the Agreement or any exhibit or schedule thereto shall have the
same meaning when used herein as such terms have therein.
The undersigned is Counsel for the Customer in connection with the negotiation, execution and delivery of the Agreement, and as such I am able to render a legal
opinion as follows:
1. The Customer is a public body corporate and politic of the State of Florida and is authorized by the Constitution and laws of the State of Florida to enter into
the transactions contemplated by the Agreement and to carry out its obligations thereunder. The Customer's name set forth above is the full, true and correct legal
name of the Customer.
2. The Agreement set forth above has been duly authorized, executed and delivered by the Customer and constitutes a valid, legal and binding agreement,
enforceable in accordance with its terms.
3. No further approval, consent or withholding of objections is required from any federal, state or local governmental authority and the Customer complied with all
open meeting and public bidding laws with respect to the entering into or performance by the Customer of the Agreement and the transactions contemplated
thereby.
4. The Customer has no authority (statutory or otherwise) to terminate the Agreement prior to the end of its term for any reason other than pursuant to the State
and Local Government Customer Rider (if there is such a Rider attached to the Agreement) for the nonappropriation of funds to pay the Agreement payments for
any fiscal period during the term of the Agreement.
Very truly yours,
Signature
Signature:
\s8\
Date:
\d8\
Print Name:
\n8\
Title:
\t8\
Agreement #: 2110228525
ADDENDUM TO RENTAL SCHEDULE 001 TO MASTER AGREEMENT NO. 2110228525 BETWEEN
FLEX FINANCIAL, A DIVISION OF STRYKER SALES, LLC AND CITY OF OCOEE, FLORIDA
This Addendum is hereby made a part of the agreement described above (the "Agreement"). In the event of a conflict between the provisions of this Addendum
and the provisions of the Agreement, the provisions of this Addendum shall control.
The parties hereby agree as follows:
1. A new Section 4 is hereby added to the end of the Schedule which shall read as follows:
4. Upgrade. Provided no default or event of default has occurred and is continuing under this Agreement, at any time between the thirty-sixth (36th)
month and the sixtieth (60th) month of the Term, Customer shall have the option to upgrade (the "Upgrade Option") any or all of the Equipment in the event
Owner releases for sale in the United States a new product model ("New Product") that replaces some or all of the Equipment (the "Superseded Equipment").
This option can be exercised by Customer one (1) time for each Equipment line item listed on Exhibit A during the Term. The New Product must have
substantially the same functionality and specification and be of equal or greater value as the related item of Superseded Equipment, all as reasonably
determined by Owner. If, Customer elects to exercise the Upgrade Option, Customer shall notify Owner of such election, in writing, and include in such notice a
description of the Superseded Equipment. Immediately upon Customer's receipt of the New Product, Customer shall return the Superseded Equipment to Owner
at Customer's expense and in the condition and otherwise provided for as required under this Schedule.
If at the sixtieth (60th) month of the Term Owner has not released New Product, or Customer has not exercised the Upgrade Option, Customer shall exchange
(the "Like-Kind Exchange") the Equipment for new Equipment of the same make and model (the "Like-Kind Equipment") as the original Equipment (the "Original
Equipment"). Immediately upon Customer's receipt of the Like-Kind Equipment, Customer shall return the Original Equipment to Owner at Customer's expense
and in the condition and otherwise provided for as required under this Schedule and the Agreement.
Customer signature
Signature:
\s1\
Date:
\d1\
Print name:
\n1\
Title:
\t1\
Accepted by Flex Financial, a division of Stryker Sales, LLC
Signature:
\s6\
Date:
\d6\
Print name:
\n6\
Title:
\t6\