23-R-70 Stryker Flex Financial-EMS EquipmentRESOLUTION NO. 23-R-70
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 EMS EQUIPMENT AND SERVICE PLAN AND OTHER
MATTERS IN CONNECTION THEREWITH
WHEREAS, the City of Schertz (the "City") has the need to purchase two (2) Stryker Life
Pak monitor/defibrillator, associated equipment and service plan; and
WHEREAS, the City of Schertz (the "City") has the need to purchase two (2) Stryker
LUCAS chest compression devices, associated equipment and service plan; and
WHEREAS, the City of Schertz (the "City") has the need to purchase one (1) Stryker
Stretcher and service plan; and
WHEREAS, the City of Schertz (the "City") has the need to purchase one (1) Stryker
PowerLoad System and service plan; and
WHEREAS, staff has requested approval authorizing the City Manager to enter
into a lease agreement with Stryker Flex Financial.
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 Stryker Life Pak monitor/defibrillators, LUCAS devices,
Stretcher and PowerLoad System set forth on Exhibit A not to exceed $288,991.23 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provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of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.
L—'Iday
PASSED AND ADOPTED, this of N23.
CITY OF SCHERT , TEXAS
1 h Guti , Mayor
ATTEST:
Flex Financial, a division of Stryker Sales, LLC
1901 Romence Road Parkway
Portage, MI 49002
t: 1-888-308-3146 f: 877-204-1332
Date: July 24, 2023
CITY OF SCHERTZ, TEXAS
1400 SCHERTZ PKWY
SCHERTZ, Texas 78154-1634
RE: Reference no:11410191602
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
Opinion of Counsel
—Conditions of Approval: Insurance Authorization and Verification State and Local Government Rider Valid Tax Exemption Certificate
PLEASE PROVIDE THE FOLLOWING WITH THE COMPLETED DOCUMENTS:
Federal tax ID number: AP address:
Purchase order number: Contact name:
Upfront Payment Check No:
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# 772-432976)
Your personal documentation specialist is Lindsey Fitzpatrick and can be reached at or by email lindsey.fitzpatrick@stryker.com for any questions regarding
these documents.
The proposal evidenced by these documents is valid through the last business day of August, 2023
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 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, LLC is 38-2902424.
Agreement No.: 11410191602
Stryker
Short Form Lease Agreement No.11410191602
Owner ("we" or "us")
Flex Financial, a division of Stryker Sales, LLC
1901 Romence Road Parkway
Portage, MI 49002
Customer name and address ("You" and "Your"):
Supplier:
CITY OF SCHERTZ, TEXAS
Stryker Sales, LLC, 3800 E. Centre Avenue, Portage, MI 49002
1400 SCHERTZ PKWY
Equipment description: (see attached Exhibit A which is a part of this
SCHERTZ, Texas 78154-1634Agreement.)
Equipment Location:
1400 SCHERTZ PKWY
SCHERTZ, Texas 78154-1634
Payment information
# of lease
Payment
Lease payment
Terms of Agreement in months: 49
payments
frequency
Equipment purchase option: $1 Buyout Option
Equipment purchase option shall be FMV unless another option is stated
above.
Number of
Payment
Payment amount
I
Security
First period
Other
otal payment
payments
frequency
ideposit
payment
nclosed
5
Annual
$57,798.25(First payment due 30 days after
Agreement is commenced), (plus applicable
$0.00
, $0.00
$0.00
=$0.00
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 Bloomberg under the SOFR Swap Rate, 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 if the SOFR Swap Rate is no longer provided by Bloomberg,
such rate shall be determined in good faith by us from such sources as we shall determine to be comparable to Bloomberg [or any successor]) 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. "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. 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 manufacturers 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, LLC (INCLUDING FLEX FINANCIAL, A DIVISION OF STRYKER SALES, LLC) MAKES NO IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS 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, LLC'.
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 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.
Agreement # 11410191602
stryker
Short Form Lease Agreement No.11410191602
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
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,
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,
LLC 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, 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. 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
i Customer signature
Signature:
Print name:
Title:
Accepted by Flex Financial, a division of Stryker Sales, LLC i
name:
Agreement # 11410191602
stryker
Exhibit A to Short Form Lease Agreement Number 11410191602
Description of equipment
Customer name: CITY OF SCHERTZ, TEXAS
Delivery Location: 1400 SCHERTZ PKWY SCHERTZ,Texas , 78154-1634
Part I - Equipment/Service Coverage (if applicable)
Model number
Equipment description
Quantity
99576-000063
LUCAS 3, 3.1, IN SHIPPING BOX, EN
2
11576-000060
LUCAS BATTERY CHARGER,MAINS PLUG,US-CAN-JA
2
11576-000071
LUCAS POWER SUPPLY WITHCORD,REDEL,CANADA,US
2
11576-000080
BATTERY,LUCAS,DARK GRAY
2
99577-001957
15AAGBABBABBBAAAAAAAAABFLP15 MONITOR/DEFIB
2
41577-000288
LP15 ACCRY SHIPKIT,AHA,S
2
11577-000004
LI-ION CHARGER, STATION,STANDARD POWER CORD
2
21330-001176
BATTERY PACK-LI-ION, E-CELL
4
11171-000049
RAINBOW DCI ADT REUSABLESENSOR, REF 2696,ROHS
2
11171-000050
RAINBOW DCIP PED REUSABLE SENSOR, REF 2697,ROHS
2
11577-000002
KIT - CARRY BAG, MAIN BAG
2
11220-000028
POUCH,TOP,CARRYINGBAG,LP12
2
11260-000039
KIT - CARRY BAG, REAR POUCH, 3RD EDITION
2
639005550001
MTS POWER LOAD
1
650605550003
6506 MTS PWRPRO COT HIGH CNFIG
1
Total equipment:
$205,088.00
Service coverage:
Model number
Service coverage description Quantity
Years
78000703 LUCAS Prevent Service
2
7.00
78000639 LIFEPAK 15 Prevent Service
2
7.00
76011 PT PREVENT - Powerl-OAD
1
7.00
71061 PT PREVENT - Power Cot
1
7.00
Total service coverage: $81,067.00
Freight: $2,836.23
Total Amount: $288,991.23
Customer signature
Signature:
IPrint name:
Title:
Accepted by Flex Financial, a division of Stryker Sales, LLC
Signature: Date:
name:
stryker
Insurance Authorization and
Verification
Date: July 24, 2023
To:
CITY OF SCHERTZ, TEXAS ("Customer')
1400 SCHERTZ PKWY
SCHERTZ, Texas 78154-1634
Short Form Lease Agreement Number 11410191602
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 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'
$205,088.00 with deductibles no more than. $10,000.00.
"PLEASE PROVIDE THE INSURANCE AGENTS INFORMATION REQUESTED BELOW & SIGN WHERE INDICATED
Sy 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
j o reflect the required coverage as outlined above.
agency:
name:
nt name:
address:
Customer signature
'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 Lindsey Fitzpatrick at .
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 fully
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:
Print name:
Title:
Carrier name:
Carrier policy number
Policy expiration date:
Insurable value: $205,088.00
ATTACHED: PROPERTY DESCRIPTION FOR Short Form Lease Agreement Number 11410191602
See Exhibit A to Short Form Lease Agreement Number 11410191602
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.
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 No. 11410191602 (the
"Agreement") between Flex Financial, a division of Stryker Sales, LLC ("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 (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:
ate:
Print name:
itle:
+ Accepted by Flex Financial, a division of Stryker Sales, LLC
name:
stryker
Opinion of Counsel Letter
July 24, 2023
Flex Financial, a division of Stryker Sales, LLC
1901 Romence Road Parkway
Portage, MI 49002
Gentlemen/Ladies:
Reference is made to Short Form Lease Agreement NO. 11410191602 (collectively, the "Agreement") between Flex Financial a division of Stryker Sales, LLC,
and CITY OF SCHERTZ, TEXAS (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 Texas and is authorized by the Constitution and laws of the State of Texas 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
re
Name
Agreement #: 11410191602