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HomeMy WebLinkAbout2021-133-E Emergency Service-Stryker Sales Corporation LUCAS service contract DocuSign Envelope ID: D928996A-68DE-4E98-AF2F-35B2845B2207 [Departmental Use Only] TITLE Stryker Medical - Lucas3 ProCare FY 21/22 NORTH CAROLINA MASTER SERVICES AGREEMENT ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 12th day of January, 2022, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Stryker Sales Corporation,through its Medical Division (hereinafter, the "Provider"). WITNESSETH: That the County and Provider,for the consideration herein named,do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to Provider's Quote #210212134628 attached hereto as Exhibit A for: Seven(7) Lucas 3 Service Agreement Chest Compression Systems and a four (4) year maintenance agreement ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof and Provider's Exhibit A. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein and in Provider's Exhibit A. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 and Exhibit A, to satisfactorily complete the Project within the time limitations set forth herein and therein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with all applicable federal, state and local laws FINAL-SYK(Med)Orange County(NC)Srvc Agrat(10-9-2020) 1 DocuSign Envelope ID: D928996A-68DE-4E98-AF2F-35B2845B2207 and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, as well as any mutually agreed upon discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) In determining the Basic Services to be provided, should any documents be referenced in this Agreement and Provider's Exhibit A, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are set forth in Exhibit A as follows: Lucas 3 Service Agreement Seven (7) chest compression systems with rechargeable battery with four (4) year maintenance agreement (Prevent Coverage) as provided in Exhibit A, which is attached to this Agreement and incorporated into this Agreement as if set out herein. 4. Duration of Services a. Term. The term of this Agreement shall be from January 12, 2022 to January 11, 2026. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. FINAL-SYK(Med)Orange County(NC)Srvc Agrat(10-9-2020) 2 DocuSign Envelope ID: D928996A-68DE-4E98-AF2F-35B2845B2207 ii) Should the County reasonably determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary,to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be January 1, 2022. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement and Exhibit A, being Quote #210212134628. The maximum amount payable for Basic Services shall not exceed Thirty Three Thousand Four Hundred Fifteen and 20/100 Dollars ($33415.20), payment shall be made after one year warranty period ends in four equal yearly payments of$ 8,353.80 per/year. Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is reasonably disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated(Emergency Service Director) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance,Automobile Insurance,Workers' Compensation Insurance as outlined in Exhibit B-Insurance Requirements.If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. FINAL-SYK(Med)Orange County(NC)Srvc Agrat(10-9-2020) 3 DocuSign Envelope ID: D928996A-68DE-4E98-AF2F-35B2845B2207 8. Indemnity a. Indemnity. Provider shall indemnify and hold harmless County from any loss or damage brought by a third party which County may suffer directly as a result of the negligence or willful misconduct of Provider or its employees or agents in the course of providing the services. The foregoing indemnification will not apply to any liability arising from: (i) an injury or damage due to the negligence of any person other than Provider's employee or agent; (ii)the failure of any person other than Provider's employee or agent to follow any instructions outlined in the labeling,manual, and/or instructions for use of the equipment; (iii) the use of any equipment or part not purchased from Provider or any equipment or any part thereof that has been modified, altered or repaired by any person other than Provider's employee or agent;or(iv)any actions taken or omissions made by any Provider employee while under the direction or control of County's staff. To the extent permitted by North Carolina or local laws or regulations, County agrees to hold Provider harmless from and indemnify Provider for any claims or losses or injuries arising from(i)-(iv)above resulting from County's or its employees' or agents' actions. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon sixty (60) days' prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not cured the breach within thirty (30) days after the Provider has provided the County with written notice thereof, which describes the nature of the breach in reasonable detail. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, during or before the expiration date of the Agreement, County will owe for the months covered up to the cancellation date of the Agreement FINAL-SYK(Med)Orange County(NC)Srvc Agrat(10-9-2020) 4 DocuSign Envelope ID: D928996A-68DE-4E98-AF2F-35B2845B2207 and for any parts, labor, and travel charges, required to maintain equipment, exceeding that already paid during the Agreement. In the event County has pre-paid for the services hereunder, any unused amount as of the date of cancellation shall be returned to the County on a pro-rata basis. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including, if applicable, any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of either party to require compliance by the other with any provisions of this Agreement or the waiver by either parry of any breach of this Agreement shall not constitute a waiver of any claim for damages by such party for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties,responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.oran eg countync._og v/departments/purchasing division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. FINAL-SYK(Med)Orange County(NC)Srvc Agrat(10-9-2020) 5 DocuSign Envelope ID: D928996A-68DE-4E98-AF2F-35B2845B2207 d. Dispute Resolution. Any and all suits or actions to enforce,interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Parry, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations,representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider's performance of this Agreement generate documents,items or things that are specific to this Project such documents,items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by FINAL-SYK(Med)Orange County(NC)Srvc Agrat(10-9-2020) 6 DocuSign Envelope ID: D928996A-68DE-4E98-AF2F-35B2845B2207 certified or registered mail, return receipt requested to the following: Orange County Provider's Name Attention: Emergency Services Stryker Sales Corporation, P.O. Box 8181 through its Medical Division Hillsborough,NC 27278 3800 E. Centre Ave. Portage, MI 49002 k. Additional Service Terms. See ADDENDUM to Master Services Agreement attached to Exhibit A, being Quote#210212134628. IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: STRYKER SALES CORPORATION, through its Medical Division cuSigned by: cuSigned by: By: F�6' in.l A , (�Mmtrsb 1� By. F�KA fia&a�i�kr' Bonnie amrriersley, County Manager Tom Tackabury, Sr. Sales Manager, ProCare FINAL-SYK(Med)Orange County(NC)Srvc Agrat(10-9-2020) 7 DocuSign Envelope ID: D928996A-68DE-4E98-AF2F-35B2845B2207 ORANGE COUNTY—DEPARTMENT USE ONLY Party/Vendor Name: Stryker Sales Corporation, through its Medical Division Party/Vendor Contact Person: Pat Vereb Contact Phone: 4126515210 Party/Vendor Address: 3800 E. Centre Avenue City Portage State: MI Zip: 49002 Department: Emergency Services Amount: 33,415.20 Purpose: LUCAS Service Contract Budget Code(s): 10757520-571000 Vendor# 45414 (N/A if new vendor) Vendor is a BOCC consultant? ns TO Contract Type: (Check one) ®New ❑Renewal ❑ Amendment Effective Date January 1, 2022 Approved by B®a d YcE No Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: DocuSigned by: Department Director's Signature SAWA Date: 2/23/2021 Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: Risk Management This agreement is approved for sufficienc ' dmi :standards,specifications,and requirements: Office of the Risk Management Office Qusa, ChmaTTb Date:2/23/2021 Financial Services This instrument has been pre-audited i 4s ftetditquired by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer Oq.Z Date: 2/23/2021 Legal Services This agreement is approved as t � daad sufficiency: -�'-'-"`�Office of the County Attorney 1�� Date: 2/24/2021 Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: FINAL-SYK(Med)Orange County(NC)Srvc Agrat(10-9-2020) 8 DocuSign Envelope ID: D928996A-68DE-4E98-AF2F-35B2845B2207 IMAnIUIL H LU Master Services Agreement IF Y Iwo%PN5 Services Stryker® Sales Rep Name: Pat Vereb 3800 E.Centre Ave ProCare Service Rep: Tom Ensminger Portage,MI 49009 Date: 2/12/2021 ID#: 210212134628 PROCARE PROPOSAL SUBMITTED TO: Billing Acc Num: 1155990 Name: Kim Woodward Shipping Acct Num: 1284548 Title: EMS Operations Manager Account Name ORANGE COUNTY EMER MGMT Phone: 919-245-6152 Account Address 510 MEADOWLANDS DR Email: kwoodward@orangecountync.gov City,State Zip HILLSBOROUGH,NC 27278-8504 PROCARECOVERAGE Item Model Model Description ProCare Program Qty Yrs Total No. Number 1 LUCAS LUCAS LUCAS Prevent Onsite 7 4 $39,312.00 PROGRAM INCLUDES: LUCAS Prevent Onsite: •Update software to the most current version •Check all batteries and battery pins •Inspect the integrity of accessories and recommend replacement as needed •Test linear sensor and recalibrate if needed •Lubricate and adjust mechanical parts,including compression module and claw lock •Clean hood,fan,intake and bellows •Perform functional test on all mechanical components and electronics •Computer-aided diagnostics •Replacement of LUCAS Disposable suction cup,LUCAS Patient Straps,or LUCAS Stabilization Strap,as deemed necessary by Stryker •Repairs(parts and labor)to restore equipment to manufacturer specifications •Replace up to 2 LUCAS chest compression system batteries in accordance with the Instructions for Use or upon battery failure* •LUCAS Battery Desk-Top Charger,LUCAS Aux Power Supply,LUCAS Car Cable repair or replacement as deemed necessary by Stryker* •Replacement of LUCAS Disposable suction cup,LUCAS Patient Straps,or LUCAS Stabilization Strap **(Onsite Repairs or Depot Depending on Agreement)** Unless otherwise stated on contract,payment is expected upfront ProCare Total $39,312.00 Annual Payments $8,353.80 Discount 15% See below for complete payment schedule FINAL TOTAL $33,415.20 F�. ocuSigned by: DocuSigned by:Start Date: 1/12/2022 End Date: 1/11/2026 fi� �� 2/23/2021 Vbin MG � � 2/24/2021 Stry er ignature Date Customer Signature Date County Manager The Terms and Conditions of this quote and any subsequent purchase order of the Customer are governed by the Terms and Conditions located at https://techweb.stryker.com The terms and conditions referenced in the immediately preceding sentence do not apply where Customer and Stryker are parties to a Master Service Agreement. Purchase Order Number If contract is over$S,000 please send hard copy PO COMMENTS: Please email signed Proposal and Purchase Order to procarecoordinators@stryker.com. All information contained within this quotation is considered confidential and proprietary and is not subject to public disclosure. **Quote pricing valid for 30 days. DocuSign Envelope ID: D928996A-68DE-4E98-AF2F-35B2845B2207 PAYMENT SCHEDULE Date Payment Int Paid Prin.Remaining Balance Starting Balance $ 33,415.20 1/1/2022 $ 8,353.80 $ $ 25,061.40 $ 25,061.40 1/1/2023 $ 8,353.80 $ $ 16,707.60 $ 16,707.60 1/1/2024 $ 8,353.80 $ $ 8,353.80 $ 8,353.80 1/1/2025 $ 8,353.80 $ $ - $ - DocuSign Envelope ID: D928996A-68DE-4E98-AF2F-35B2845B2207 SERIAL NUMBER SHEET Item Model Serial Number Program No. 1 LUCAS 3519H230 LUCAS Prevent Onsite 2 LUCAS 3519H237 LUCAS Prevent Onsite 3 LUCAS 652OR103 LUCAS Prevent Onsite 4 LUCAS 352OR162 LUCAS Prevent Onsite 5 LUCAS 352OR615 LUCAS Prevent Onsite 6 LUCAS 352OR619 LUCAS Prevent Onsite 7 LUCAS 352OR621 LUCAS Prevent Onsite DocuSign Envelope ID: D928996A-68DE-4E98-AF2F-35B2845B2207 Purchase Order Form stryker Account Manager Purchase Order Date Cell Phone Expected Delivery Date Stryker Quote Number 210212134628 Check box if Billing same as Shipping ❑ BILL TO CUSTOMER# SHIP TO CUSTOMER# Billing Account Num 1155990 Shipping Account Num 1284548 .................................................................................. ......................................... ......................................... .................................................................................................................................................................... Company Name range ountyEmergency ervices Company Name ORANGE COUNTY EMER MGMT .............................................................................................................................................................................. .................................................................................................................................................................... Contact or Department Attention;.Lysa.May Contact or Department Kim Woodward ........................................................... ........................................................................................................... .................................................. Street Address PO Box 8181 Street Address 510 MEADOWLANDS DR .................................................................................................................................................................. Addt'I Address Line IAc. Address Line .............................................................................................................................................................................. ............................................................rL1SBOROUGH,.NC ... ............................................................................................... City,ST2IP City,STZIP..................................... I 27278-8504................................................................................................H .1.sb.9x.Q11gh,.N.G�7..2.7.8................................................... ............ one 919-245-6152 Phone 19-245-6152 DSSI DS Authorized Customer Initials �" Authorized Customer Initials DESCRIPTION QTY TOTAL REFERENCE QUOTE 210212134628 $33,415.2 Accounts Payable Contact Information Name Lysa May Email lmay@orangecountync.gov Phone 919-245-6152 Stryker Terms and Conditions www.strykeremergencycare.com/terms Authorized Customer Signature Printed Name Bonnie Hammersl ey Title Co nyn age ra Signature Date Attachment Stryker Quote Number 210212134628 *Sales or use taxes on domestic(USA)deliveries will be invoiced in addition to the price of the goods and services on the Stryker Quote. DocuSign Envelope ID: D928996A-68DE-4E98-AF2F-35B2845B2207 ProCare Quote#210212134628-ADDENDUM to MASTER SERVICES AGREEMENT- Orange County NC-February 12,2021 This Addendum,together with the Master Services Agreement and related Quote#210212134628 set forth the entire Product Service Plan Agreement ("Agreement")between Stryker Sales Corporation,through its Medical Division, hereinafter referred to as"Stryker',and the Organization,Institution, Facility or Municipality named on the face of the ProCare Quote, hereinafter,referred to as the"Customer".This is the entire Agreement and no other oral modifications are valid.This Agreement shall remain in effect unless canceled or modified by either party according to the following terms and conditions. Stryker accepts Customer's order expressly conditioned on Customer's assent to the terms in the Agreement and as set forth in this document.. Amendments to this document shall be in writing and no prior or subsequent acceptance by either party of any purchase order, acknowledgment,or other document from the other party specifying different and/or additional terms shall be effective unless signed by both parties. 1. SERVICE COVERAGE AND TERM Stryker shall provide to Customer the services(the "Services') as defined on Page 1 of the Stryker Proposal as the equipment ProCare Program(s) (hereinafter each,a"Service Plan").The equipment covered under said Service Plan is set forth on the Equipment Schedule attached to the Proposal(the "Equipment").The Services and the Service Plan(s)are ancillary to and not a complete substitute for the requirements of Customer to adhere to the routine maintenance instructions provided by Stryker, its equipment and operations manuals,and accompanying labels and/or inserts for the Equipment. Customer covenants and agrees that its personnel will follow the instructions and contents of those manuals,labels and inserts.When Equipment or a component is replaced,the item provided in replacement will be the Customer's property(if Customer owns the Equipment)and the replaced item will be Stryker's property. The Service Plan(s)coverage,term,start date,and price of the Services appear on the face of the Stryker Proposal. 2. EQUIPMENT SCHEDULE CHANGES During the term of the Agreement and upon each party's written consent,additional Equipment may be included in the Exhibit A,being Quote#10259666. All additions are subject to the terms and conditions contained herein. The parties shall mutually agree that the Master Agreement shall be amended to reflect any additional equipment,and to modify the pricing to reflect suchadditions. 3. INSPECTION SCHEDULING Service inspections will be scheduled in advance at a mutually agreed upon time for such period of time as is reasonably necessary to complete the Services. Equipment not made available at the specified time will be serviced at the next scheduled service inspection unless specific arrangements are made with Stryker. Such arrangements will include travel and other special charges at Stryker's then current rates. 4. INSPECTION ACTI VITY On each scheduled service inspection,Stryker's Service Representative will inspect each available item of Equipmentas required in accordance with Stryker's then current maintenance procedures for said Equipment.If there is any discrepancy or questions on the number of inspections,price,or Equipment,the parties mutually agree to review and amend this Agreement. S. CUSTOMEROBLIGATIONS Customer shall use commercially reasonable efforts to cooperate with Stryker in connection with Stryker's performance of the Services.Customer understands and acknowledges that Stryker Service Representatives will not provide surgical or medical advice,will not practice surgery or medicine, will not come in physical contact with the patient,will not enter the"sterile field"at any time,and will not direct equipment or instruments that come in contact with the patient during surgery.Customer's personnel will refrain from requesting Stryker Service Representatives to take any actions in violation of these requirements or in violation of applicable laws,rules or regulations,Customer policies,or the patient's informed consent.A refusal by Stryker Service Representatives to engage in such activities shall not be a breach of this Agreement. Customer consents to the presence of Stryker Service Representatives its operating rooms,where applicable,in order for Stryker to provide Services under this Agreement and represents that it will obtain all necessary consents from patients. 6. INITIAL INSPECTION This Agreement shall be applicable only to such Equipment as listed in the Equipment Schedule,which has been determined by a Stryker's Representative to be in good operating condition upon his/her initial inspection thereof. 7. MAINTENANCE INSPECTION This Agreement may include products which are beyond their warranty period and tested expected service life.Any such product will be inspected to determine if the product meets the operations and maintenance manual guidelines for that particular product as of the date of inspection.Despite any such inspection,Stryker makes no claims or assurances as to future performance,including no express or implied warranty,for any product which was inspected outside of its warranty period or beyond its tested expected service life. DocuSign Envelope ID: D928996A-68DE-4E98-AF2F-35B2845B2207 8. SERVICE PLAN WARRANTY AND LIMITATIONS Stryker represents and warrants that the Services shall be performed in a workmanlike manner and with professional diligence and skill.Services will comply with all applicable laws and regulations.During the term of the Service Plan,Stryker will maintain the Equipment in good working condition. Notwithstanding any other provision of this Agreement,the Service Plan does not include repairs or other services made necessary by or related to,the following:(1)abnormal wear or damage caused by misuse or by failure to perform normal and routine maintenance as set out in the Stryker maintenance manual or operating instructions.(2)accidents(3)catastrophe(4)acts of god(5)any malfunction resulting from faulty maintenance,improper repair, damage and/or alteration by non-Stryker authorized personnel(6)Equipment on which any original serial numbers or other identification marks have been removed or destroyed;or(7)Equipment that has been repaired with any unauthorized or non-Stryker components.In addition,in order to ensure safe operation of the Equipment,only Stryker accessories should be used.Stryker reserves the right to invalidate the Service Plan if Equipment is used with accessories not manufactured by Stryker. TO THE FULLEST EXTENT PERMITTED BY LAW,THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES APPLICABLE TO THE SERVICES AND ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTY BY STRYKER,EXPRESSED OR IMPLIED,INCLUDING,BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY,NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. 9. LIMITATION OF LIABILITY IN NO INSTANCE WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL,PUNITIVE,SPECIAL,COVER,EXEMPLARY,MULTIPLIED OR CONSEQUENTIAL DAMAGES OR ATTORNEYS'FEES OR COSTS FOR ANY ACTIONS UNDER OR RELATED TO THIS AGREEMENT. 10. FORCE MAJEURE Except for Customer's payment obligations,which may only be delayed and not excused entirely,neither party to this Agreement will be liable for any delay or failure of performance that is the result of any happening or event that could not reasonably have been avoided or that is otherwise beyond its control,provided that the party hindered or delayed immediately notifies the other party describing the circumstances causing delay.Such happenings or events will include,but not be limited to,terrorism,acts of war,riots,civil disorder,rebellions,fire,flood,earthquake,explosion,action of the elements, acts of God,epidemic,pandemic,inability to obtain or shortage of material,equipment or transportation,governmental orders,restrictions,priorities or rationing,accidents and strikes,lockouts or other labor trouble or shortage. 11. WARRANTY OF NON-EXCLUSION Each party represents and warrants that as of the Effective Date,neither it nor any of its employees,are or have been excluded terminated,suspended,or debarred from a federal or state health care program or from participation in any federal or state procurement or non-procurement programs.Each party further represents that no final adverse action by the federal or state government has occurred or is pending or threatened against the party,its affiliates, or,to its knowledge,against any employee,Stryker,or agent engaged to provide Services under this Agreement.Each party also represents that if during the term of this Agreement it,or any of its employees becomes so excluded,terminated,suspended,or debarred from a federal or state health care program or from participation in any federal or state procurement or non-procurement programs,such will promptly notify the other party.Each party retains the right to terminate or modify this Agreement in the event of the other party's exclusion from a federal or state health care program. 12. COMPLIANCE Stryker,as supplier,hereby informs Customer,as buyer,of Customer's obligation to make all reports and disclosures required bylaw or contract,including without limitation properly reporting and appropriately reflecting actual prices paid for each item supplied hereunder net of any discount(including rebates and credits,if any)applicable to such item on Customer's Medicare cost reports,and as otherwise required under the Federal Medicare and Medicaid Anti-Kickback Statute and the regulations thereunder(42 CFR Part 1001.952(h)).Pricing under this Agreement(and each Service Plan)may constitute discounts on the purchase of Services.Customer represents that(i)it shall make all required cost reports,and(ii)it has the corporate power and authority to make or cause such cost reports to be made.To the extent required by law,Customer and Stryker agree to comply with the Omnibus Reconciliation Act of 1980 (P.L.96Z499) and it's implementing regulations (42 CFR, Part 420).To the extent applicable to the activities of Stryker hereunder,Stryker further specifically agrees that until the expiration of four(4)years after furnishing Services pursuant to this Agreement,Stryker shall make available,upon written request of the Secretary of the Department of Health and Human Services,or upon request of the Comptroller General,or any of their duly authorized representatives,this Agreement and the books,documents and records of Stryker that are necessary to verify the nature and extent of the costs charged to Customer hereunder.Stryker further agrees that if Stryker carries out any of the duties of this Agreement through a subcontract with a value or cost of ten thousand dollars($10,000)or more over a twelve(12)month period,with a related organization,such subcontract shall contain a clause to the effect that until the expiration of four(4)years after the furnishing of such services pursuant to such subcontract,the related organization shall make available,upon written request to the Secretary,or upon request to the Comptroller General,or any of their duly authorized representatives the subcontract,and books and documents and records of such organization that are necessary to verify the nature and extent of such costs. In performance of this Agreement, Stryker shall also comply with all applicable state and federal regulations, including but not limited to discrimination laws. 13. CONFIDENTIALITY To the extent permissible under North Carolina disclosure and/or Public Records regulations,the parties hereto shall hold in confidence this Agreement and the terms and conditions contained herein(including Services Plan pricing)and any information and materials which are related to the business of the other or are designated as proprietary or confidential,herein or otherwise,or which a reasonable person would consider to be proprietary or confidential information;and(b)hereby covenant that they shall not disclose such information to any third party without prior written authorization of the one to whom such information relates.The rights and remedies available to a party hereunder shall not limit or preclude any other available equitable or legal remedies. 14. HIPAA Stryker is not a"business associate"of Customer,as the term"business associate"is defined by HIPAA(the Health Insurance Portability and Accountability Act of 1996 and 45 C.F.R.parts 142 and 160-164,as amended).All medical information and/or data concerning specific patients(including,but not limited to,the identity of the patients),derived incidentally during the course of this Agreement,shall be treated by both parties as confidential,and shall not be released,disclosed,or published to any party other than as required or permitted under applicable laws. DocuSign Envelope ID: D928996A-68DE-4E98-AF2F-35B2845B2207 DATE(MM/DD/YYYY) A�o CERTIFICATE OF LIABILITY INSURANCE I 01/17/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT 'Q6 NAME: Aon Risk services central, Inc. PHONE (616) 456-5366 FAX (616) 456-7451 d Grand Rapids MI office (A/C.No.Ext): (A/C.No.): 2 50 Louis street NW E-MAIL p Suite 200 ADDRESS: _ Grand Rapids MI 49503 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: Old Republic Insurance company 24147 Stryker Corporation & Subsidiaries INSURER B: 2825 Airview Boulevard Kalamazoo MI 49002 USA INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570080229706 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR TYPE OF INSURANCE ADD SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY MWZY 747 1 EACH OCCURRENCE $5,OOO,OOO DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $100,000 MED EXP(Any one person) Excluded PERSONAL&ADV INJURY $2,000,000 p GEMLAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $5,000,000 N X POLICY ❑JECOT- LOC PRODUCTS-COMP/OP AGG $5,000,000 CD 0 OTHER: o A MWc 312744-20 02/01/2020 02/01/2021 COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY $2,OOO,OOO Ea accident X ANYAUTO BODILY INJURY(Per person) C Z OWNED SCHEDULED BODILY INJURY(Per accident) 0) AUTOS ONLY AUTOS HIREDAUTOS NON-OWNED PROPERTY DAMAGE V ONLY AUTOS ONLY Per accident w X Phys Dmge-Self Insc N UMBRELLA LIAB OCCUR EACH OCCURRENCE V EXCESS LIAB CLAIMS-MADE AGGREGATE DED I RETENTION A WORKERS COMPENSATION AND MWc31274320 02/01/2020 02/01/2021 X I PER STATUTE I OTH- EMPLOYERS'LIABILITY Y/N AOS ER ANY PROPRIETOR/PARTNER I EXECUTIVE E.L.EACH ACCIDENT $2,000,000 AOFFICER/MEMBER EXCLUDED? NIA MWXs31274520 02/01/2020 02/01/2021 (Mandatory in NH) Excess WC - MI E.L.DISEASE-EA EMPLOYEE $2,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $2,000,000-- �L DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) =_ FOR INFORMATIONAL PURPOSES ONLY �J IrJ jJ �1 bj �7y CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Stryker Corporation & Subsidiaries AUTHORIZED REPRESENTATIVE 2825 Airview Boulevard Kalamazoo MI 49002 USA ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD