17-R-121 - Physio-Control Inc for ten chest compression systemsRESOLUTION NO. 17 -R -121
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS AUTHORIZING THE CITY MANAGER TO ENTER
INTO AN AGREEMENT WITH PHYSIO- CONTROL, INC. FOR THE
LEASE/PURCHASE OF TEN (10) CHEST COMPRESSION SYSTEMS.
WHEREAS, Schertz EMS has a need to acquire ten (10) replacement Chest Compression
Systems; and
WHEREAS, Schertz EMS has selected the Physio - Control, Inc. LUCAS system with the
corresponding service agreements; and
WHEREAS, pricing was obtained from Physio - Control, Inc. as a sole source provider;
and
WHEREAS, this sole source procurement is allowable under Section 252.022 "General
Exemptions" section 7 sub - section D for an expenditure for a procurement of items that are
available from only one source, including captive replacement parts or components for
equipment; and
WHEREAS, the City of Schertz will fund the purchase of the Chest Compression
Systems and service agreements through a five (5) year lease /purchase agreement; therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS
THAT:
Section 1. The City Council hereby authorizes the City Manager to accept the quote
attached in Exhibit A and enter into a five year lease purchase agreement with Physio - Control,
Inc. in the amount of $32,278.40 annually for five (5) years for a total of $161,392.00.
Section 2. The recitals contained in the preamble hereof are hereby found to be true,
and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a
part of the judgment and findings of the City Council.
Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with
any provision of this Resolution are hereby repealed to the extent of such conflict, and the
provisions of this Resolution shall be and remain controlling as to the matters resolved herein.
Section 4. This Resolution shall be construed and enforced in accordance with the
laws of the State of Texas and the United States of America.
Section 5. If any provision of this Resolution or the application thereof to any person
or circumstance shall be held to be invalid, the remainder of this Resolution and the application
of such provision to other persons and circumstances shall nevertheless be valid, and the City
Council hereby declares that this Resolution would have been enacted without such invalid
provision.
Section 6. It is officially found, determined, and declared that the meeting at which
this Resolution is adopted was open to the public and public notice of the time, place, and subject
matter of the public business to be considered at such meeting, including this Resolution, was
given, all as required by Chapter 551, Texas Govermnent Code, as amended.
Section 7. This Resolution shall be in force and effect from and after its final
passage, and it is so resolved.
PASSED AND ADOPTED, this 19th day of December, 2017.
CITY OF RTZ, TEXAS
.�=" Michael R. Carpenter, Mayor
ATTEST:
� rr
Brenda Dennis, City Secretary
(CITY SEAL)
EXHIBIT A
AGREEMENT
50234811.1 A -1
Physio- Control, Inc
11811 Willows Road NE
P.O. Box 97006
Redmond, WA 98073 -9706 U.S.A.
www.physio - control.com
tel 800.442.1142
Sales Order fax 800.732.0956
Service Plan fax 800.772.3340
To SCHERTZ EMS Quote Number
00105481
Attn: Jason Mabbitt, EMS Director Revision #
1
1400 SCHERTZ PKWY
SCHERTZ,TX 78154 Created Date
1217/2017
(210) 619 -1400 Spies Consultant
Chad Lewis
jmabbitt @schertz.com
(210) 884 -0891
chad.lewis@physio-Gontrol.com
FOB
Redmond, WA
Terms
All quotes subject to credit approval and the
following terms and conditions
NET Terms
NET 30
Expiration Date
12/22/2017
® 8
®8 g B
a
0
LUCAS 3.0 Chest Compression System INCLUDES
HARD SHELL CASE, SLIM BACK PLATE, TWO (2)
99576 - 000043
PATIENT STRAPS, (1) STABILIZATION STRAP, 2
10.00
15,950.00
- 2,392.50
13,557.50
135,575.00
SUCTION CUPS, 1 RECHARGEABLE BATTERY, AND
INSTRUCTIONS FOR USE WITH EACH DEVICE.
LUCAS Service -4 YEAR.
Trade -in product Trade in of Physio - Control LUCAS 2 towards the 9,00 0.00 0.00 - 3,000.00 - 27,000.00
purchase of LUCAS
Subtotal USD 161,207.00
Estimated Tax USD 0.00
Estimated Shipping & Handling USD 185.00
Tax will be calculated at time of invoice and is based on the Ship To location where product will be shipped.
Grand Total USD 161,392.00
Ounte NumhPr: 0010.W1
List Price Total
Total Contract Discounts Amount
Total Discount
Trade |nDiscounts
Tax +3&H
Pricing Summary Totals
U8D221.500.U8
USD-9.308/00
USD-23.925.O8
UGD-27.000.00
UOD185.00
GRAND TOTAL FOR THIS QUOTE
USD 161,392.00
Please provide a company issued Purchase Order that includes Billing and Shipping Address.
PO must reference payment terms m Net sodays.
-OR~~
neqpiredinfo,medaoifnopurchmeeorderispmvided
Billing Address same as address on quote
Account Name
Address
ruy
State Zip Code
Accounts Payable Contact Information
Accounts Payable Contact
Accounts Payable Email
Authoritzed Customer Signature
Name
Title
Optional information-
Special Ship to Address
r�
Shipping Address —same asmmngAduress
Account Name
xoonss
city
State Zip Code
Accounts Payable Phone Number
_
Customer b Tax Exempt? Yes I� No
Signature
Date
Comments
For Multiple End Users, pleaseauacbamnnnrtimooucumeotwnmazaose name physical location nmuucmvne^nunuaunty
Tn update any customer information, please complete form ad
Reference Number CL/15463103/138023
Genera►Termsforal► Products. Services and Subscriptions.
Physio-Control, Inc. ('Physic') accepts Buyer's order expressly conditioned on Buyers assent to the terms set forth in this
document_ Buyer's order and acceptance of any portion ofthe goods, services or subscriptions shall confirm Buyer's acceptance of
these terms. Unless specified otheiviseherein, these terms constitute the complete agreement between the parties. Amendments
to this document shall be in writing and no prior or subsequent acceptance by Seller of any purchase order, acknowledgment, or
other document from Buyers pecifying different andtoradditionaIterms shall be effective unlesssigned by both parties.
Pricing. Prices do not include freight insurance, freight forararding fees, taxes, duties, import or export permit fees, or any other
similar charge of arry kind applicable to the goods and services. Sales or use taxes on domestic (USA) deliveries %till be invoiced in
addition to the price of the goods and services unless Physio receives a copy of a valid exemption certificate prior to delivery.
Discounts may not be eo mbinedwith others pecial terms, discounts, an dlor promotions.
Payment. Payment for goods and services shall be sutiect to approval of credit by Physio. Unless otherwise specified by ihysio in
writing, the entire payment of an irrvoice is due flirt/ (30) days after the invoice date for deliveries in the USA, and sight draft or
acceptable (confirmed) i rrevocabl e letter of credit is requi red fo r s ales outside the U_S A.
Minimum Order Quantity. Physic reserves the right to charge aservicefeefor any order less than :200.00.
Patent Indemnity_ Physic shall indemnify Buyer and hold itharmless from and against all demands, claims, damages, losses, and
expenses, arising out of or resulting, from any action by a third party against Buyer that is based on any claim that the services
infringe a United States patent, copyright, or trademark, or violate a trade secret or any other proprietary right of any person or
entity. PhAiigN indemnification obligations hereunder vvll be sulject to [) receiving promptwrritten notice of the existence of arrf
claim; (it) being able to. at Its option, controt the defense and settlement of such claim (provided that, vithout obtaining the prior
written consent of Buyer, Physio vin enter into no settlement involving the admission of wrongdoing); and [u) receiving full
cooperation ofBuyerin the defenseof any claim_
Limitation of interest. Th ro ugh the purch as a of Physio products, services, ar s ulg criptions, Buyer-does; not acquire any interest in
any tooling, drawings, design information, computer programming, patents or cop /righted or confidential information related to said
products or services, and Buyer expressly agrees not to reverse engineer or decompile, such products or related sofavare and
information.
Delays. Physio avill not be liatie for any loss or damage of any kind due to its failure to perform or delays in its performance
resulting from an event befond its reasonable control, Including but not limited to, acts of God, labor disputes, the requirements of
any governments] authority, war, civil[ unrest, terrorist acts, delays in manufacture, obtaining any required license or permit, and
Physio i na bi fity to obtain goods from its usual sources.
Limned Warranty. Physic, warrants its products and services in accordance with the terms of the limited warranties located at
http., JM-, vav .Qhvs lo- control. comiDocumantsl. The remedies provided under such warranties shall be Buyers sole and exclusive
remedies. Physio makes no other warranties, express or implied, including, without limitation, NO WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND iN NO EVENT SHALL PHYSIO BE LIABLE FOR
INCIDENTAL, CONSEQUENTIAL, SPECIA L O R OTHER DAMAGES_
Compliance with Confidentiality Laws. Both parties acknowledge their respective obligations to maintain the security and
confidentiality of Individually identifiable health information and agree to comply with applicable federal and state health information
confidentiality taws.
Compliance with Law. The parties agree to comply with any and all laws, ndes, regulations, licensing requirements or standards
that are now or hereafter promulgated by arry local, state, and federal governmental authoritylagency or accreditingladministrative
bo d y th at governs o r ap pli es to their respective duties and obligations hereunder.
Regulatory Requirement for Access to Information. In the event 42 USC § 1395x(v)(1)(1) is applicable, Physic shall make
available to the Secretary of the United States Department of Health and Human Services, the Comptroller General of the United
States General Accounting Office, or any of their duly authorized representatives, a copy of these terms, such books, documents
and records as are necessary to certif'ythe nature and extent ofthe costsofthe products and services provided by Physio.
No Debarment. Physio represents and warrants thatit and its directors, officers, and employees fij are not excluded, debarred, or
otherwise ineligible to participate in the Federal health care programs as defined in 42 USC § 1320a- 7b(f); QJ} have not been
convicted of a criminal offense related to the provision of healthcare items or services; and (iii) are not under investigation which
may result in Physio being excludedfrom participation in such programs.
Choice of Law. The rights and obligations of Physio and Buyer related to the purchase and sale of products and services
described in this document shall be governed by the lawns ofthe state vhere Buyer is located. All costs and expenses incurred by
the prevailing party related to enforcement of its rights under this document, including reasonable attorneys fees, shall be
reimbursed by the other party.
Additional Terms for Purchase and Sale of Products.
in addition for theGenera l Terms above, th efoilorwingterms appltto all purchases of p roducts from Physic:
Detivery. Unless otherwise specified by Physio in writing, delivery shall be FOB Physio point ofshipment and tithe and risk of loss
shall pass to Buyer at that point Partial deliveries may be made and partial invoices shall be permitted and shall become due in
accordance with the paymentterms. In the absence ofshipping instructions from Buyer, Physio wilt obtain transportation on Bayern
behalf and for Bayer's account, Deliver/ dates are approximate. Freight is pre -paid and added to Buyers invoice. Products are
subjectto availability.
inspections and Returns. With-in 30 days of receipt of a shipment, Buyer shall notify Physio of any claim for product damage or
nonconformity. Physio, at its sole option and discretion, may repair or replace a product to bring it into conformity. Return of any
product shall be govemed by the Returned Product Palk/ located at httn:it *t A—, e .phvsio- control_comiDoeumentsf_ Payment of
R(]y SJp S invoice is not contingent on immediate correctionof nonconformities_
No Resale. Breyer agrees that products purchased hereunder will not be resold to third parties and will not be reshipped to any
persons or p i aces p rohibited by the I axis ofth e United States ofAmerica.
Additional Terris for Purchase and Sale of Service Plans.
In ad dition to the General Terms above, th a fo llinvingterms ap ply to all Physio Service Plans.
Service PTans. Physic shall provide services according th the applicable Service Plan purchased by Buyer and described at
httrs J; S=,° v�vv. oMasia- aontral _comfSerrlcePravrams.asczx for the length of thesubscription purchased and for the devices specified as
cov Bred: by tut a Service Plan C'Cc vered Equipment �
Pricing.. If are number or configuration of Covered Equipment changes during the Service, Plan subscription, pricing shalt be pro-
rated accordingly_ For Preventative Maintenance, Inspection Only, Comprehensive,. and Repair & Inspect Service flans, Buyer is
responsible to pay for preventative maintenance and inspections that have been performed since the last anniversary of the
subs cription start date andsuchservices shall notbe pro-rated-
Device Inspection Before Acceptance. All devices that are not covered under ,Ptjysj Limited Warranty or a current Service
Plan must be inspected and repaired (if necessary) to meet specifications at them - current list prices prior to bang covered under a
Service Plan.
unavailability of Covered Equiltment It Covered Equipment is not made availads at a scheduled service visit, Buyer is
responsible to reschedulewith the Physio Service Technician,, orship4n the Equipment to a Physioservice, depot_ Physio resenres
the right to charge Buyer a surcharge for a return visit Surcharges will be based on then -aurrerht. Physio list price of desired
services, Less 10% for labor and 151% for pars, . plus applicable travel costs. The retum visit surcharge will be in addition to the
subscription price of the Service Plan. To avoid the surcharge, Buyer may ship devices to a Physio service depot_ Buyershall be
res p onsibie for round -tri pfreightfor ship -in s ervtce.
Unscheduled or uncovered Services. If Buyer requests services to be performed on Covered Equipmentw hide are not covered
by a Service, Plan, or are outside of designated Services frequency or hours, Physio - Control will charge Buyer for such services at
1046 off Physio- ControPs standard rates (inching overtime, If appropriate) and applicable travel charges_ Repair parts required for
such repairswill be made availableatl 5% offthe, then - current list price.
Loaners. If Covered Equipment must be removed from service to complete repairs, Fhysio vAll provide Buyer with a loaner device,
if one is available. Buyer assumes complete responsibility for the loaner and shall return the loaner to Physio in thesame condition
as received, normalwearandtear exempted. upon the earlierofthereturn oftheremovedCoveredEquipment orPky &2g; *.request
Cancellation_ BtWer may cancel a Service Plan upon sixty (S%) days' written notice to Physio_ In the event of such cancellation,
Buyer shall be responsible for the portion ofthe designated price which corresponds to the portion ofthe Service Plan subscription
prior to the effective date of termination and the list - price cost of any preventative maintenance, Inspectlons, or repairs rendered
after th a last anniversary date ofth e s ubs cription start date.
No Solicitation. During the Service Plan subscription and for one (1) year following its expiration Buyer agrees to not to actively
and intentionallysolicit anyonewho is employed by Physioto provide s ervices such as those described in the: Service Plan.
Ounh- NumMr: 01110.9481
Flex Financial, a division of Stryker Sales Corporation
1901 Romence Road Parkway
Portage, MI 49002
t: 1- 888 - 308 -3146 f: 877 - 204 -1332
www.stryker.com
Date: December 11, 2017
CITY OF SCHERTZ, TEXAS
PO BOX 1
SCHERTZ, Texas 78154 -1406
RE: Reference no: 0110034329
MOTO TM
Thank you for choosing Flex Financial, a division of Stryker Sales Corporation, for your equipment financing needs. Enclosed please find the financing
documents necessary to enter into the financing arrangement. Once all of the documents are completed, properly executed and returned to us, we will issue
an. order for release of the financed equipment.
PLEASE COMPLETE ALL ENCLOSED DOCUMENTS TO EXPEDITE THE SHIPMENT OF YOUR ORDER.
Short Form Lease Agreement
Exhibit A - Detail of Equipment
Insurance Authorization and Verification
State and Local Government Rider
"Conditions of Approval: Insurance Authorization and Verification, State & Local Government Rider is required, Please Provide a Valid Tax
Exempt Certificate
PLEASE PROVIDE THE FOLLOWING WITH THE COMPLETED DOCUMENTS:
Federal tax ID number: AP address:
Purchase order number: Contact name:
Phone number: Email address:
Please fax completed documents to (877) 204 -1332. Return original documents to 1901 Romence Road Parkway Portage, MI 49002 (using
Fed -Ex Shipping ID# 612- 309469)
Your personal documentation specialist is Michelle Warren and can be reached at 269- 389 -1909 or by email michelle.warren(cDstryker.com for any
questions regarding these documents.
The financing proposal evidenced by these documents is valid through the last business day of December, 2017
Sincerely,
Flex Financial, a division of Stryker Sales Corporation
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 open an account or add any additional service, we will ask you for your name, address, federal employer identification
number and other information that will allow us to identify you. We may also ask to see other identifying documents. For your records, the
federal employer identification number for Flex Financial, a Division of Stryker Sales Corporation is 38- 2902424.
Agreement #: 0110034329
P-10 gJTT_h
Short Form Lease Agreement No. 0110034329
Owner ( "we" or "us ") :
Flex Financial, a division of Stryker Sales Corporation
1901 Romence Road Parkway
Portage, MI 49002
Customer name and address ( "You" and "Your "): Equipment Iocation:1400 SCHERTZ PKWY, SCHERTZ, Texas 78154 -1634
CITY OF SCHERTZ, TEXAS Supplier: Physio - Control, Inc., 11811 Willows Rd NE, PO Box 97006,
PO BOX 1 Redmond, WA 98073 -9706
SCHERTZ, Texas 78154 -1406 Equipment description: (see attached Exhibit A which is a part of this
Agreement.)
Payment information
# of lease Payment Lease payment Terms of Agreement in months: 49
payments frequency Equipment purchase option: $1 Buyout Option
5 Annual $32,278.40 (First payment due 30 days after Equipment purchase option shall be FMV unless another option is stated above.
Agreement is commenced), (plus applicable Security First period Other Total payment
sales /use taxes - see "Taxes" section below) deposit payment enclosed
$0.00 + $0.00 + $ 0.00 = $ 0.00
1. Lease: You ( "Customer ") agree to lease from us ( "Owner ") the equipment (including software and /or software license fees ( "Software "), if any, "Equipment ")
listed aboveand on any attached schedule in accordance with the terms of this Agreement (this "Agreement "). This Agreement starts on the day the Equipment is
delivered to you ( "Commencement Date ") and continues for the number of months described above (the "Term "). The Lease Payments ( "Payments ") shall be
payable beginning on the Commencement Date or any later date we designate and thereafter until all fully paid. Your obligations under this Agreement
( "Obligations ") are absolute, unconditional, and are not subject to cancellation, defense, recoupment, reduction, setoff or counterclaim. If a Payment is
not made when due, you will pay us a late charge of 5% for each Payment or $10.00, whichever is greater. We.may charge you a fee of $55.00 for any check that
is returned. You authorize us to adjust the Payments at any time if taxes included in the Payments differ from our estimate. You agree that the Payments were
calculated by us based, in part, on an interest rate equivalent as quoted on the Intercontinental Exchange website, at https : / /www.theice.com /marketdata /reports/
180, under the USD Rates 1100 Series, that would have a repayment term equivalent to the Term (or an interpolated rate if a like -term is not available) as
reasonably determined by us and in the event the Term of this Agreement starts more than 30 days after we send this Agreement to you, we may adjust the
Payments once to compensate us, in good faith, for any increase in such rate. You shall be deemed to have accepted the Equipment for lease hereunder upon the
date that is ten (10) days after it is shipped to you by the Supplier and, at our request, you shall confirm for us such acceptance. No acceptance of any item of
Equipment may be revoked by you.
2. Title and laws: Unless you have a $1.00 purchase option, we own the Equipment and you have the right to use the Equipment during the Term, provided you
comply withthe terms of this Agreement. If you have a $1.00 purchase option or this Agreement is deemed to be a security agreement, you grant us a security
interest in the Equipment and all proceeds therefrom, and authorize us to file financing statements on your behalf. You agree not to permit any lien, claim or
encumbrance to be placed upon the Equipment. You shall comply with all applicable laws, rules and regulations and manufacturer's specifications and instructions
concerning the operation, ownership, use and /or possession of the Equipment.
3. Equipment use, maintenance and warranties: Any assignee (as defined below) is leasing the Equipment to you "AS -IS" AND MAKES NO
WARRANTIES,EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. You must, at
your cost, keepthe Equipment in good working condition. If Payments include maintenance and /or service costs, you agree that (1) no Assignee is responsible to
provide the maintenance or service, (ii) you will make all maintenance and service related claims to the persons providing the maintenance, service or warranty,
and (iii) any maintenance, warranty or service claims will not impact your Obligations. The Equipment cannot be moved from the location above without our prior
written consent. STRYKER SALES CORPORATION (INCLUDING FLEX FINANCIAL, A DIVISION OF STRYKER SALES CORPORATION, ITS DIVISION)
MAKES NO IMPLIED WARRANTIES OF MERCHANTABILITY ORFITNESS FOR A PARTICULAR PURPOSE REGARDING ANY EQUIPMENT. This
Agreement will not impair any express warrantees or indemnifications or other obligations of Stryker Corporation or any of its subsidiaries to you
regarding the Equipment and we hereby assign all of our rights in any Equipment warrantees to you.
4. Assignment: You agree not to transfer, sell, sublease, assign, pledge or encumber the Equipment or any rights under this Agreement without our prior written
consent,which consent shall not be unreasonably withheld, and if you do, even with our consent, you will still be fully responsible for all your Obligations. You shall
provide us with at least 45 days' prior written notice of any change to your principal place of business, organization or incorporation. You agree that we may,
without notice to you, sell, assign, or transfer ( "Transfer ") this Agreement to a third party (each, an "Assignee "), and each Assignee will have our Transferred rights,
but none of our obligations, and such rights will not be subject to any claims, recoupment, defenses, or setoffs that you may have against us or any
supplier even though an Assignee may continue to bill and collect all of your Obligations in the name of "Flex Financial, a division of Stryker Sales Corporation ".
5. Risk of loss, insurance and reimbursement: Effective upon delivery to you and continuing until the Equipment is returned to us in accordance with the terms
of thisAgreement, you shall bear all risk of Equipment loss or damage. If any such, loss or damage occurs you still must satisfy all of your Obligations. You will (i)
keep the Equipment insured against all risks of loss or damage for an amount equal to its replacement cost, (ii) list us as the insurance sole loss payee and (iii)
give us written proof of the insurance. If you do not provide such insurance, we have the right, without obligation, to obtain such insurance and add an insurance
fee (which may include a profit) to the amount due from you. You will obtain and maintain comprehensive public liability insurance naming us as an additional
insured with coverages and amounts acceptable to us. To the extent not expressly prohibited by applicable law, you will reimburse and defend us, including each
Assignee for and against any losses, injuries, damages, liabilities, expenses, claims or legal proceedings asserted against or incurred by us, including any
Assignee, relating to the Equipment and which relate to or arise out of your act or omission or the act or omission of your agents or employees or others (excluding
us) with access to the Equipment. The terms of this paragraph will continue after the termination, cancellation or expiration of this Agreement.
6. Taxes: You agree to pay when due, either directly or as reimbursement to us, all taxes (i.e., sales, use and personal property) and charges in connection with
ownership anduse of the Equipment. We may charge you a processing fee for administering property tax filings. To the extent not expressly prohibited by
applicable law, you will indemnify us on an after -tax basis, on demand, against the loss or unavailability of any of our anticipated equipment ownership tax benefits
caused by your act or omission.
7. Default remedies: You are in default under this Agreement if: a) you fail to pay a Payment or any other amount when due; or b) you breach any other obligation
underthis Agreement or any other agreement with us; or c) your principal owner or any guarantor of this Agreement dies; d) you or any guarantor dissolves,
ceases to do business as a going concern, becomes insolvent, bankrupt, merges, or is sold; or e) You or any guarantor fails to pay any other material obligation
owed to us or any of our affiliates. Upon default, we may: a) declare the entire balance of unpaid Payments for the full Term immediately,due and payable; b) sue
you for and receive the total amount due plus the Equipment's anticipated end -of -Term fair market value ( "FMV") or fixed price purchase option (the "Residual ")
with future Payments and Residual discounted to the date of default at the lesser of (i) a per annum interest rate equivalent to that of a U.S. Treasury constant
Agreement #0110034329
C
Short Form Lease Agreement No. 0110034329
maturity obligation (as reported by the U.S. Treasury Department) that would have a repayment term equal to the remaining Term, all as reasonably determined by
us; or (ii) 3% per annum, but only to the extent permitted by law; c) charge you interest on all monies due at the rate of 18% per year from the date of default until
paid; and /or d) require you to immediately return the Equipment to us or we may peaceably repossess it. Upon default, you will also pay all expenses including but
not limited to reasonable attorneys fees, legal costs, cost of storage and shipping incurred by us in the enforcement and attempted enforcement of any remedies
under this Agreement. Any return or repossession will not be considered an Agreement termination or cancellation. If the Equipment is returned or repossessed
we may sell or re -rent the Equipment at terms we determine, at one or more public or private sales, with or without notice to you, and apply the net proceeds (after
deducting any related expenses) to your obligations. You remain liable for any deficiency with any excess being retained by us.
8. End of term: You will give us at least 90 days but not more than 180 days written notice (to our address above) before the initial Term (or any renewal term)
expiration ofyour intention to purchase or return the Equipment, whereupon you may: a) purchase all, but not less than all, of the Equipment as indicated above or
b) return all of the Equipment in good working condition at your cost how, when and where we direct. Any FMV purchase option amount will be determined by us
based on the Equipment's in place value. If you don't notify us, or if you don't a) purchase or b) return the Equipment as provided herein, this Agreement will
automatically renew at the same Payment amount for consecutive 60 -day periods. If any Software license ( "License ") included hereunder passes title to you, such
title shall automatically, and without further action, hereby vest in us, and you hereby agree to relinquish any subsequent Software title, purchase or use right
claim. If, in connection with our Software rights, licensor's consent is required, you will assist us in obtaining such consent. If the $1.00 Buyout is selected above,
the first three sentences of this section 8 shall be void and upon expiration of the Term, you shall pay all amounts owed by you hereunder but unpaid as of such
date plus $1.00 (and any applicable taxes). Any purchase of the Equipment by you pursuant to a purchase option or $1.00 Buyout shall be "AS IS, WHERE IS"
without representation or warranty of any kind from us.
9. Miscellaneous: You acknowledge we have given you the Equipment supplier's name. We hereby notify you that you may have rights under the supplier's
contract and may contact the supplier for a description of these rights. This Agreement shall be governed and construed in accordance with the laws of Michigan.
You agree (i) to waive any and all rights and remedies granted to you under Uniform Commercial Code Sections 2A -508 through 2A -522, and (ii) that the
Equipment will only be used for business purposes and not for personal, family or household use. This Agreement may be executed in counterparts and any
facsimile, photographic or other electronic transmission and /or electronic signing of this Agreement by you and when manually countersigned by us or attached to
our original signature counterpart and /or in our possession shall constitute the sole original chattel paper as defined in the UCC for all purposes and will be
admissible as legal evidence thereof. No security interest in this Agreement can be perfected by possession of any counterpart other than the counterpart bearing
our original signature. You agree 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. We may inspect the Equipment during the Term. No failure to act shall be deemed a waiver of any rights hereunder. If you fail
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 us to you, such amounts shall be added to the Payments set forth above (plus interest or additional charges thereon) and you authorize us to adjust such
Payments accordingly. If you are required to report the components of your 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
Corporation will, upon your written request, provide you with a detailed outline of the components of your payments which may include equipment, software,
service and other related components. You acknowledge that you have not received any tax or accounting advice from us. You agree that you shall upon request
from us, promptly provide to us a copy of your most recent annual financial statements and any of your other financial information (including interim financial
statements) that we may request. You authorize us to share such information with our affiliates, subsidiaries and Assignees. This Agreement, any schedules
hereto, any attachments to this Agreement or any schedules and any express warrantees made by Stryker Sales Corporation 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. You waive all rights to any indirect, punitive, special or consequential damages in
connection with the Equipment or this Agreement. There are no agreements, oral or written, between the parties which are contrary to the terms of this
Agreement and such other documents. YOU AGREE THAT THIS IS A NON - CANCELLABLE AGREEMENT AND WAIVE TRIAL BY JURY.
I CERTIFY THAT I AM AUTHORIZED TO SIGN THIS AGREEMENT FOR CUSTOMER
Accepted by Flex Financial, a division of Stryker Sales
Corporation
Signature:
Date.
Print name:
Title:
Agreement #0110034329
Exhibit A to Short Form Lease Agreement Number 0110034329
Description of equipment
Customer name: CITY OF SCHERTZ, TEXAS
Delivery address: 1400 SCHERTZ PKWY, SCHERTZ, Texas 78154 -1634
Part I - Equipment/service coverage (if applicable)
Model number Equipment description
9999 - 999 -999 LUCAS 3.0 Chest Compression System on Physio Quote
Number 00105481
Service coverage:
Model number
9999 - 999 -999
Service coverage description
LUCAS Service - 4 YEAR on Physio Quote Number
00105481
Quantity
Quantity Years
1 4.0
Cam•{
(Service coverage and related payment amounts shall not be subject to automatic renewal or extension, if any, at the expiration of the Term of the
Agreement)
mnancea
Agreement #: 0110034329
Accepted by Flex Financial, a division of Stryker Sales Corp.
Signature: Date:
Print name:
Title:
Insurance Authorization and Verification
Date: December 11, 2017
To: CITY OF SCHERTZ, TEXAS ( "Customer ")
1400 SCHERTZ PKWY
SCHERTZ, Texas 78154 -1634
CMM
Short Form Lease Agreement Number 0110034329
From: Flex Financial, a division of Stryker Sales Corporation ( "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 equipment
financed 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 million
dollars).
Customer must carry PROPERTY Insurance (or, for vehicles, Physical Damage Insurance) in an amount no less than the 'Insurable
Value' $108,575.00 with deductibles no more than $10,000.00.
*PLEASE PROVIDE THE INSURANCE AGENTS INFORMATION REQUESTED BELOW & SIGN WHERE INDICATED
*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 Michelle Warren at
269 - 389 -1909.
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 .
fully endorsed 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: $108,575.00
ATTACHED: PROPERTY DESCRIPTION FOR Short Form Lease Agreement Number 0110034329
See Exhibit A to Short Form Lease Agreement Number 0110034329
TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED
OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.
Agreement #: 0110034329
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 Short Form Lease Agreement Number
0110034329 (the "Agreement') between Flex Financial, a division of Stryker Sales Corporation ( "Owner ") and CITY OF SCHERTZ, TEXAS ( "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 (1) 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.
Accepted by Flex Financial, a division of Stryker Sales Corp.
Signature: Date:
Print name:
Title:
Agreement M 0110034329
To SCHERTZ EMS
Attn: Jason Mabbitt, EMS Director
1400 SCHERTZ PKWY
SCHERTZ,TX 78154
(210) 619 -1400
jmabbitt@schertz.com
Physio- Control, Inc
11811 Willows Road NE
P.O. Box 97006
Redmond, WA 98073 -9706 U.S.A.
www.physio-control.com
tel 800.442.1142
Sales Order fax 800.732.0956
Service Plan fax 800.772.3340
Quote Number 00105481
Revision #
1
Created Date
1217(2017
Sales Consultant
Chad Lewis
(210) 884 -0891
chad.lewis @physio- control.com
FOB
Redmond, WA
Terms
All quotes subject to credit approval and the
following terms and conditions
NET Terms
NET 30
Expiration Date 12/2212017
LUCAS 3.0 Chest Compression System INCLUDES
HARD SHELL CASE, SLIM BACK PLATE, TWO (2)
99576- 000043 'PATIENT STRAPS, (1) STABILIZATION STRAP, 2
SUCTION CUPS, 1 RECHARGEABLE BATTERY, AND
INSTRUCTIONS FOR USE WITH EACH DEVICE.
Trade in of Physio - Control LUCAS 2 towards the
Trade -in product purchase of LUCAS
Ounte Numhar: 00105481
10.00 115,950.00 1-2,392.50 113,557.50 1135,575,00
9.00 0.00 0.00 - 3,000.00 1 - 27,000.00
Subtotal USD 161,207.00
Estimated Tax USD 0.00
Estimated Shipping & Handling USD 185.00
Tax will be calculated at time of invoice and is based on the Ship To location where product will be shipped.
Grand Total
USD 161,392.00
List Price Total
Total Contract Discounts Amount
Total Discount
Trade In Discounts
Tax + S &H
Pricing Summary Totals
USD 221,500.00
USD - 9,368.00
USD - 23,925A0
USD - 27,000.00
USD 185.00
GRAND TOTAL FOR THIS QUOTE
USD 161,392.00
Please provide a company issued Purchase Order that includes Billing and Shipping Address.
PO must reference paymentterins of Net iii days.
-OR—
Required information if no Purchase Order is provided
Billing Address -- same as address on quote
Account Name
Address
City
State Zip Code
Accounts Payable Contact Information
Accounts Payable Contact
Accounts Payable Email
Authorized Customer Signature
Name
Title
Optional information,
Speciat Ship to Address
Shipping Address same as Billing Address
Account Name
Address
City
State Zip Code
Accounts Payable Phone Number
Customer is Tax Exempt? _ Yes No
Signature
Date
Comment;
For rvtultrple End Users, please attach a supporting documentwith End User name, physical location, p rod ucttype and quantity
To update any customer information, please complete form at www,physio- control.com /account/
Reference Number CL/15463103/138023
Oijnte Ntimher: 00105481
November 12, 2013
City of Schertz
John C. Kessel
City Manager
1400 Schertz Parkway
Schertz, TX 78154
lvh-. Kessel,
1400 SCHERTZ PARKWAY
SCHERTZ, TEXAS 78154 -1634
OFFICE (210) 619 -1400
FAX (210) 619 -1499
donovanbuffer@yahoo.com
R. DONOVAN BUTTER, D.O.
MEDICAL DIRECTOR
I am writing in regards to the planned lease purchase of new cardiac monitors and defibrillators and a LUCAS
Chest Compression System for use in patient care by Schertz EMS. This decision to purchase these monitors
and LUCAS System is not one that should be entered into lightly, however I believe that the best decision is to
move forward with a single vendor because their products are the only ones available that has several of the
features that meet my requirements for EKG monitoring and defibrillation in the communities served by Schertz
EMS.
Our goal is to provide a patient monitor that will contain all of the features we currently utilize as well as adding
another vital monitoring function. Physio- Control is the only manufacturer that builds a cardiac monitor that
meets these needs.
Defibrillation of patients in ventricular fibrillation is a topic that receives a lot of attention, Pre- hospital patient
monitors all utilize "bi- phasic" wave form technology that has been shown to more effectively resolve
ventricular fibrillation in cardiac arrest patients, but only the Physio- Control LifePak product has the ability to
escalate the deliverable energy to 360 joules while the other two ?manufacturers limit their energy at 200 joules.
Although Bi- Phasic technology is shown to be effective at lower energy levels, there are patients that many
systems are now using a 2nd monitor to deliver 360' — 400 joules to resolve their lethal heart rhythm. This
"refractory" fibrillation is only rarely seen in our system and I believe that is because we are using the higher
energy level available in the Physio - Control product. Having this capability needs to be maintained going
forward.
In addition, in the last twelve years since we purchased our original Physio - Control LifePaks, they have added
several new features. One of these is the ability to not only monitor Oxygen and Carbon Dioxide levels like we
do today but to also monitor Carbon Monoxide (CO). CO monitoring is needed several times a year for patients
who are suspected of having been exposed to this deadly gas. In addition, CO monitoring is critical when
firefighters are conductineoverhaul— operations -as structure fire operations are-being-completed.- -CO gas -is a- - - - --
colorless, odorless gas that is not only impossible to detect in the air without a proper detector, but it is also
impossible to detect in patients because they will -not show signs and symptoms until their blood levels are so
high that long -term damage can occur. Adding this monitor to our abilities is an added feature that will make a
significant difference in the lives of our patients.
These monitors, like our current ones, are to be used in the pre - hospital environment. As a result, they are meant
to operate without plugging into electricity via a battery that provides numerous hours of operability before being
changed out. With our current monitors, two batteries are utilized. The monitor operates off of one battery until
it is.depleted and then automatically switches to the second battery and notifies the user that the first battery
needs to be replaced. The depleted battery can be changed without effecting any operation of the monitor and
without having to shut the monitor down, Physio- Control is the only vendor that offers two batteries in their
monitor with the other two manufacturers choosing to utilize a single battery that requires the monitor to be shut
down to exchange batteries,
The Physio - Control LifePak 15 monitor we are requesting is the only monitor in the market that has these
features. Additionally, Physio - Control does not resell its monitors, choosing to direct sell all of its products
directly to the market. As such, I recommend the City purchase these monitors via sole source.
Lastly, the LUCAS Chest Compression System is a tool that we added approxhnately 3 years ago. These
devices have increased our ability to successfully resuscitate cardiac arrest patients by automating the'
performance of CPR. This device will be added to our fleet so that every in- service ambulance can have one of
these devices on it. The Physio Control LUCAS System is the only pneumatic chest compression system that is
FDA approved and available in the United States.
Sincerely,
R. Donovan Butter, D.O.
Medical Director
Schertz EMS