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20-R-134 - city manager to enter into a lease agreement with Stryker Flex Financial for 16 Stryker Life Pak Monitor/DefibrillatorsRESOLUTION NO. 20 -R -134 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING THE CITY MANAGER TO ENTER INTO A LEASE AGREEMENT WITH STRYKER FLEX FINANCIAL FOR THE ACQUISITION OF SIXTEEN (16) STRYKER LIFE PAK MONITOR/DEFIBRILLATORS, ASSOCIATED EQUIPMENT AND SERVICE PLAN AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City of Schertz (the "City ") requires the purchase of Stryker Life Pak monitor /defibrillator, associated equipment and service plan; and WHEREAS, staff has requested approval authorizing the City Manager to enter into a lease agreement with Stryker. NOW, 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 enter into a lease agreement with Stryker for the purchase of sixteen Stryker Life Pak monitor /defibrillators set forth on Exhibit A not to exceed $546,141.12 for the entire lease agreement. 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resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein.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 Government 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 1st day of December 2020. CITY OF SCHERTZ, TEXAS 0%, �� Ral utie , Mayor ATTEST: ity ecretary, Brenda Dennis 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: November 23, 2020 CITY OF SCHERTZ, TEXAS 1400 SCHERTZ PKWY SCHERTZ, Texas 78154 -1634 RE: Reference no: 0010122551 stryker 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. Short Form Lease Agreement Exhibit A - Detail of Equipment Insurance Authorization and Verification State and Local Government Rider Addendum — Conditions of Approval: Insurance Authorization and Verification, State and Local Government rider PLEASE PROVIDE THE FOLLOWING WITH THE COMPLETED DOCUMENTS: Federal tax ID number: Purchase order number: Phone number: AP address: Contact name: 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.warreno- stryker.com for any questions regarding these documents. The proposal evidenced by these documents is valid through the last business day of November, 2020 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 #: 0010122551 stryker Short Form Lease Agreement No. 0010122551 Owner ( "we" or "us ") : Flex Financial, a division of Stryker Sales Corporation 1901 Romance 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: Stryker Sales Corporation, 3800 E. Centre Avenue, Portage, MI 1400 SCHERTZ PKWY 49002 SCHERTZ, Texas 78154 -1634 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: 61 payments frequency Equipment purchase option: $1 Buyout Option Equipment purchase option shall be FMV unless another option is stated above. 1 Monthly $20,000.00 (First payment due 30 days after Security First period Other Total payment Agreement is commenced), (plus applicable sales /use taxes - see "Taxes" section below) deposit payment enclosed followed by: $0.00 + $0.00 + $ 0.00 = $ 0.00 11 Monthly $0.00 (plus applicable sales /use taxes - see "Taxes" section below) followed by: 5 Annual $105,228.23 (plus applicable sales /use taxes - see "Taxes" section below) 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, keep the Equipment in good working condition. If Payments include maintenance and /or service costs, you agree that (i) 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 this Agreement, 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 and use 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 indemnity 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 it a) you fail to pay a Payment or any other amount when due; or b) you breach any other obligation under this 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, Agreement #0010122551 stryker Short Form Lease Agreement No. 0010122551 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 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 of your 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 Customer signature Signature: Date: Print name: Title: Agreement #0010122551 Accepted by Flex Financial, a division of Stryker Sales Corporation Signature: Date: Print name: Title: stryker Exhibit A to Short Form Lease Agreement Number 0010122551 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 99577 - 001957 LP15, EN, SP02CO ,3U12L,EX,NIBP,CO2,TR,VR,BT,V4 41577 - 000288 LP15 ACCRY SHIPKITAHA,S 21330 - 001176 BATTERY PACK -LI -ION 11171 - 000049 RAINBOW DCI ADT REUSABLESENSOR, REF 2696,ROHS 11171 - 000050 RAINBOW DCIP PED REUSABLE SENSOR, REF 2697,ROHS 11577 - 000002 KIT - CARRY BAG, MAIN BAG 11220 - 000028 TOP POUCH 11260 - 000039 KIT - CARRY BAG, REAR POUCH, 3RD EDITION 50994 - 000105 LP15 (4+ features) Trade -in TR- LPI2B -LP15 TR -SYK LP 12B TO LP15 Total equipment: $435,981.12 Service coverage: Model number Service coverage description 78000008 LP15 On Site Prevent w batt Total service coverage: $110,160.00 Total Amount: $546,141.12 Quantity 16 16 32 16 16 16 16 16 12 2 Quantity 18 Years 4.0 Customer signature Accepted by Flex Financial, a division of Stryker Sales Corp. Signature: Date: Signature: Date: Print name: Print name: Title: Title: Agreement #: 0010122551 Insurance Authorization and Verification Date: November 23, 2020 To: CITY OF SCHERTZ, TEXAS ( "Customer ") 1400 SCHERTZ PKWY SCHERTZ, Texas 78154 -1634 stry ker Short Form Lease Agreement Number 0010122551 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 PAYE_ E 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' $435,981.12 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. Date: Print name: CITY OF SCHERTZ, TEXAS Insurance agency: Signature: Date: Agent name: Print name: Address: Title: Phone /fax: Email address: Agreement* *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: *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: $435,981.12 ATTACHED: PROPERTY DESCRIPTION FOR Short Form Lease Agreement Number 0010122551 See Exhibit A to Short Form Lease Agreement Number 0010122551 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. 0010122551 stryker 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 0010122551 (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 "No_ n -Ac ro riatp� ion 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: Date: Print name: Title: Agreement #: 0010122551 Accepted by Flex Financial, a division of Stryker Sales Corp. Signature: Date: Print name: T itle: stry►ker ADDENDUM TO SHORT FORM LEASE AGREEMENT NO. 0010122551 BETWEEN FLEX FINANCIAL, A DIVISION OF STRYKER SALES CORPORATION AND CITY OF SCHERTZ, TEXAS 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. The third sentence of Section 9 of the Agreement is hereby amended in its entirety to read as follows: "This Agreement shall be governed and construed accordance with the laws of Texas." Customer signature Signature: Date: Print name: Title: Accepted by Flex Financial, a division of Stryker Sales Corp. Signature: Date: Print name: Title: Stryker June 2020 LIFEPAK® 15 monitor /defibrillator service Stryker has been notified by our global parts providers that some components used on certain LIFEPAK 15 monitor /defibrillator models (Part Numbers beginning with V15 -2) are no longer available in the market, which limits the service support available for this product. Service on the LIFEPAK 15 with Part Numbers beginning with v15 -5 or v15 -7 are unaffected. Stryker will continue to offer service support for this subset of the LIFEPAK 15 as follows: • All service parts with available inventory can be purchased by our end users • Transactional service (time and material) is available for non - contract customers o If a component has failed on your device, your local Sales Representative should be contacted for support. • Contractual service o Stryker will continue to offer contractual service on a yearly basis only. o Preventive maintenance will continue to be done on devices less than eight (8) years old. After this point, we will cease to conduct preventative maintenance and shift to device inspections. o If a component fails on your device, please contact your local Sales Representative for support. A pro- rated credit for any pre -paid service will be provided should a unit become non - serviceable due to part availability. It is important to note that the LIFEPAK 15 has an expected life of eight (8) years from the date of manufacture. If you are uncertain of the manufacture date of your products, please contact your local Sales Representative for a full fleet assessment. Stryker does not contract nor provide service parts to any third -party service providers, but instead has a dedicated ProCare Service team who is the only approved service provider for our products. As such, we cannot guarantee the safety and efficacy of any device that is repaired by a third -parry service agency. We thank you for your business and continued partnership. We are committed to providing high - quality, clinically supported products so that you can be confident in the care you are providing to your communities. Please contact your local Stryker sales representative if you have additional questions or to discuss trade -up and flexible financing options for our current LIFEPAK 15 device. Copyright © 2020 Stryker. GDR 3344126 A 11811 Willows Road NE, Redmond, WA 98052 USA I P +1425 867 4000 1 Toll -free +1800 442 1142 1 stryker.com Stryker To whom it may concern: Stryker is the sole- source provider in the Hospital (hospitals and hospital -owned facilities), Emergency Response Services and Emergency Response Training (paramedics, professional and volunteer fire) markets in the U.S. and Canada for the following products: • New Emergency Relief Patient Cover • New LIFEPAK® 15 monitor /defibrillators • New LIFEPAK 20e defibrillator /monitors • New LIFEPAK 1000 automated external defibrillators • New LUCAS® chest compression system • TrueCPR® coaching devices CODE- STATTM' data review software and service • Power -PRO XT ambulance cot • Performance -PRO XT ambulance cot • Power -LOAD cot fastener • Stair -PRO stair chair • Performance -LOAD cot fastener • LIFEPAK CR2 automated external defibrillator • LIFEPAK CR Plus automated external defibrillator Stryker is the sole- source provider in all markets for the following products and services: • RELITM (Refurbished Equipment from the Lifesaving Innovators) devices • LIFENET® system and related software • Factory - authorized inspection and repair services which include repair parts, upgrades, inspections and repairs • HealthEMS® Software • HomeSolutions.nety Software • ACLS (non - clinical) LIFEPAK defibrillator /monitors • Heart Safe SolutionsM Government Campus Solution • MultiTech 4G and Titan III gateways Stryker is also the sole - source distributor of the following products for EMS customers in the U.S. and Canadian markets: • McGRATHT" MAC EMS video laryngoscope Stryker does not authorize any third parties to sell these products or services in the markets listed above. We will not fulfill orders placed by non - authorized businesses seeking to resell our products or services. If you have questions, please feel free to contact your local Stryker customer service representative at 800.442.1142. Sincerely, Matt Van Der Wende, Senior Director, Americas Sales Copyright © 2020 Stryker Stryker or its affiliated entities own, use, or have applied for the following trademarks or services marks: LIFEPAK, LUCAS, TrueCPR, CODE -STAT, RELI, LIFENET, HealthEMS, HomeSolutions.net, Heart Safe Solution, Stryker. All other trademarks are trademarks of their respective owners or holders. The absence of a product, feature, or service name, or logo from this list does not constitute a waiver of Stryker's trademark or other intellectual property rights concerning that name or logo. 11811 Willows Road NE, Redmond, WA 98052 USA I P +1425 867 4000 1 Toll -free +1800 442 1142 1 stryker.com stryker 2021 LP15s Quote Number: 10257027 Version: 1 Prepared For: SCHERTZ EMS Attn : Quote Date: 11/20/2020 Expiration Date: 12/10/2020 Remit to: Stryker Medical Qty P.O. Box 93308 Total Chicago, IL 60673 -3308 Rep: Chad Lewis Email: chad.lewis @stryker.com Phone Number: Noninvasive Pacing, SpO2, SpCO, NIBP, 12 -Lead ECG, Delivery Address End User - Shipping - Billing Name: SCHERTZ EMS Name: SCHERTZ EMS Account #: 1120530 Account #: 1120530 Address: 1400 SCHERTZ PKWY BLDG 7 Address: 1400 SCHERTZ PKWY BLDG 7 SCHERTZ SCHERTZ Texas 78154 -1673 Texas 78154 -1673 Equipment Products: Bill To Account Name: SCHERTZ EMS Account #: 1120530 Address: 1400 SCHERTZ PKWY BLDG 7 SCHERTZ Texas 78154 -1673 # Product Description Qty Sell Price Total 1.0 99577 - 001957 LIFEPAK 15 V4 Monitor /Defib - Manual & AED, Trending, 16 $30,491.81 $487,868.96 Noninvasive Pacing, SpO2, SpCO, NIBP, 12 -Lead ECG, EtCO2, BT. Ind at N /C: 2 pr QC Electrodes (11996- 000091) & 1 Test Load (21330- 001365) per device, 1 Svc Manual CD (26500- 003612) per order 2.0 41577 - 000288 Ship Kit -QUIK -COMBO Therapy Cable; 2 rolls100mm Paper; RC -4, Patient Cable, 4ft.; NIBP Hose, Coiled; 16 $0.00 $0.00 NIBP Cuff, Reusable, adult; 12 -Lead ECG Cable, 4 -Wire Limb Leads, 5ft; 12 -Lead ECG Cable, 6 -Wire Precordial attachment 3.0 21330- 001176 LP 15 Lithium -ion Battery 5.7 amp hrs 32 $395.25 $12,648.00 4.0 11171 - 000049 MasimoTmRainbowTm DCI Adult Reusable Sp02, SpCO, 16 $512.06 $8,192.96 SpMet Sensor, 3 FT. For use with RC Patient Cable. 5.0 11171 - 000050 Masi moTm Rai nbowTm DCIP Pediatric Reusable Sp02, 16 $564.07 $9,025.12 SpCO, SpMet Sensor, 3 FT. For use with RC Patient Cable. 6.0 11577 - 000002 LIFEPAK 15 Basic carry case w /right & left pouches; 16 $269.63 $4,314.08 shoulder strap (11577 - 000001) included at no additional charge when case ordered with a LIFEPAK 15 device 7.0 11220 - 000028 LIFEPAK 15 Carry case top pouch 16 $49.41 $790.56 8.0 11260- 000039 LIFEPAK 15 Carry case back pouch 16 $71.34 $1,141.44 10.0 TR- LPI2B -LP15 TRADE -IN- STRYKER LIFEPAK 12B TOWARDS PURCHASE 2 - $5,000.00 - $10,000.00 OF LIFEPAK 15 Equipment List Price: $622,768.00 Equipment Total: $513,981.12 Trade In Credit: 1 Stryker Medical - Accounts Receivable - .°.coimtsr su3 ker.corr - PO BOX 93308 - Chicago, IL 60673 -3308 stryker 2021LP15s Quote Number: 10257027 Remit to: Stryker Medical P.O. Box 93308 Version: 1 Chicago, IL 60673 -3308 Prepared For: SCHERTZ EMS Rep: Chad Lewis Attn: Email: chad.lewis @stryker.com Phone Number- Quote Date: 11/20/2020 Expiration Date: 12/10/2020 Product Description Qty Credit Ea. Total Credit 50994 - 000105 Trade in of LIFEPAK 15 4+ features towards the purchase 12 - $6,500.00 - $78,000.00 of a Stryker device ProCare Products: # Product Description Qty Sell Price Total 11.1 78000008 On Site Prevent for LIFEPAK 15 V4 Monitor /Defib - 18 $6,120.00 $110,160.00 Manual & AED, Trending, Noninvasive Pacing, Sp02, SpCO, NIBP, 12 -Lead ECG, EtCO2, BT. Incl at N /C: 2 pr QC Electrodes (11996- 000091) & 1 Test Load 21330 - 001365 per device, 1 Svc Manual CD 26500- 003612 per order ProCare List Price: $129,600.00 ProCare Total: $110,160.00 Price Totals: Grand Total: $546,141.12 Prices: In effect for 60 days. Terms: Net 30 Days Ask your Stryker Sales Rep about our flexible financing options. AUTHORIZED CUSTOMER SIGNATURE 2 Stryker Medical - Accounts Receivable - accountsreceivableja strsker.com - PO BOX 93308 - Chicago, IL 60673 -3308 Deal Consummation: This is a quote and not a commitment. This quote is subject to final credit, pricing, and documentation approval. Legal documentation must be signed before your equipment can be delivered. Documentation will be provided upon completion of our review process and your selection of a payment schedule. Confidentiality Notice: Recipient will not disclose to any third party the terms of this quote or any other information, including any pricing or discounts, offered to be provided by Stryker to Recipient in connection with this quote, without Stryker's prior written approval, except as may be requested by law or by lawful order of any applicable government agency. Terms: Net 30 days. FOB origin. A copy of Stryker Medical's standard terms and conditions can be obtained by calling Stryker Medical's Customer Service at 1- 800 - Stryker. In the event of any conflict between Stryker Medical's Standard Terms and Conditions and any other terms and conditions, as may be included in any purchase order or purchase contract, Stryker's terms and conditions shall govern. Cancellation and Return Policy: In the event of damaged or defective shipments, please notify Stryker within 30 days and we will remedy the situation. Cancellation of orders must be received 30 days prior to the agreed upon delivery date. If the order is cancelled within the 30 day window, a fee of 25% of the total purchase order price and return shipping charges will apply.