Quote Summary
Delivery Address
Sold To - Shipping
Bill To Account
Name:
CITY OF ANAHEIM FIRE
Name:
CITY OF ANAHEIM
Name:
CITY OF ANAHEIM FIRE
Account #:
20126378
Account #:
20035285
Account #:
20126378
Address:
500 E BRDWAY
Address:
201 S ANAHEIM BLVD STE 640 Address:
ANAHEIM
ANAHEIM
California 92805
California 92805-3860
Equipment Products:
# Product
Description
Qty Sell Price
Total
1.0 99576-000063 LUCAS 3, v3.1 Chest Compression System, Includes Hard Shell Case
, Slim Back Plate, (2) Patient Straps, (1) Stabilization Strap, (2) Suction Cups, (1) Rechargeable Battery and Instructions for use With Each Device
4 $8,000.00 $32,000.00
2.0 11576-000060 LUCAS Desk-Top Battery Charger $1,448.10
3.0 11576-000080 LUCAS 3 Battery - Dark Grey - Rechargeable LiPo 8 $861.30 $6,890.40 Equipment Total:
ProCare Products:
# Product
Description
Qty Sell Price
Total
4.1 LUCAS-FLD-PROCARE LUCAS 3, 3.1 for LUCAS 3, v3.1 Chest Compression System, Includes Hard Shell Case
, Slim Back Plate, (2) Patient Straps, (1) Stabilization Strap, (2) Suction Cups, (1) Rechargeable Battery and Instructions for use With Each Device
08/06/2025 - 08/05/2032
√ Parts, Labor, Travel √ Preventative Maintenance √ Batteries Service 4 $11,207.70 $44,830.80
ProCare Total: $44,830.80
Quote Number:
11159152
Remit to:
Stryker Sales, LLC
21343 NETWORK PLACE
CHICAGO IL 60673-1213
USA
Version:
Prepared For:
Rep:
Ryan Lovelady
Email:
Phone Number:
1 This is not an In
voice
Quote Date:
Expiration Date:
1 CITY OF ANAHEIM FIRE
09/15/2025
04/07/2026
3 $4,344.30
$43,234.70
LUCAS CPO August 2025
Quote Summary
Deliver
y Address
Sold T
o - Shipping
Bill T
o Account
Name:
CITY OF ANAHEIM
Name:
CITY OF ANAHEIM
Name:
CITY OF ANAHEIM
Account #:
20035285
Account #:
20035285
Account #:
20126557
Address:
201 S ANAHEIM BL
VD STE 640
Address:
201 S ANAHEIM BL
VD STE 640 Address:
POBo
x 3222
ANAHEIM
ANAHEIM
ANAHEIM
Calif
ornia 92805-3860
Calif
ornia 92805-3860
Calif
ornia 92803-3222
Pr
oCare Products:
# Pr
oduct
Description
Months Qt
y
List Price
Discount
%
Sell Price
T
otal
1.0 LUCAS-FLD-PR
OCARE PR
OCARE-SVC-LUCAS-FIELD-REPAIR
√ Par
ts, Labor, Travel √ Preventative Maintenance √
Batteries Service
60 10 $1,779.00 10.0% $8,005.50
$80,055.00
ProCare T
otal: $80,055.00
Five Year Prevent
Quote Number:
Version:
Prepared For:
Rep:
Email:
Phone Number:
GPO:
Quote Date:
Expiration Date:
1 This is not an Inv
oice
Grand Total:
Shipping and Handling:
Estimated Sales Tax (7.75%)
$907.28
$3,350.69
$172,378.47
11155123
1 CITY OF ANAHEIM
CUSTOMER CONTRACT
09/15/2025
04/07/2026
Comments:
Parties acknowledge and agree that this transaction shall be governed by the 01.02.2026 terms attached hereto.
__________________________________________________
Authorized Customer Signature Date
__________________________________________________
P
urchase Order Number
__________________________________________________
Stryker Authorized Signatur
e Date
Ser
vice Terms and Conditions:
The T
erms and Conditions of this quote and any subsequent purchase order of the Customer are governed by the T erms and Conditions located at www
.stryker.com/stnc The terms and conditions r eferenced in the immediately preceding sentence do not apply wher
e Customer and Stryker are parties to a Master Service Agreement. The terms and conditions referenced in the immediately pr
eceding sentence do not apply where Customer and Stryker are parties to a written agreement governing the pur
chase/sale of goods and/or services.
Five Year Prevent
Quote Number:
Version:
Prepared For:
Rep:
Email:
Phone Number:
GPO:
Quote Date:
Expiration Date:
2 This is not an Inv
oice
11155123
1 CITY OF ANAHEIM
Attn:
CUSTOMER CONTRACT
09/15/2025
04/07/2026
Equipment Service Plan
Line Item #
Model
ProCare Materials
Serial #
1.0 99576-000
063
PROCARE-SVC-LUCAS-FIELD-REPAIR 3519G751
1.0 99576-000
063
PROCARE-SVC-LUCAS-FIELD-REPAIR 3519G756
1.0 99576-000
063
PROCARE-SVC-LUCAS-FIELD-REPAIR 3519G749
1.0 99576-000
063
PROCARE-SVC-LUCAS-FIELD-REPAIR 3519G754
1.0 99576-000
063
PROCARE-SVC-LUCAS-FIELD-REPAIR 3519G934
1.0 99576-000
063
PROCARE-SVC-LUCAS-FIELD-REPAIR 3519G748
1.0 99576-000
063
PROCARE-SVC-LUCAS-FIELD-REPAIR 3519G747
1.0 99576-000
063
PROCARE-SVC-LUCAS-FIELD-REPAIR 3519G752
1.0 99576-000
063
PROCARE-SVC-LUCAS-FIELD-REPAIR 3519G750
1.0 99576-000
063
PROCARE-SVC-LUCAS-FIELD-REPAIR 3519G753
3 Purchase Order Form
Account Manager
Cell Phone
Check box if Billing same as Shipping
BILL TO
!!,!,lling Account Num
�<;>mpany Name
,.. Contact or Department
,..., Street Address r' Addt'I Address Line ""' City, ST ZIP .. , Phone
Authorized Customer Initials
DESCRIPTION
REFERENCE QUOTE 1.._ ___ _,1
□
CUSTOMER#
Accounts Payable Contact Information
Name
Email
Phone
Authorized Customer Signature
Printed Name
Title
Signature
Date
Attachment Stryker Quote Number
·-
·-
·-·-
QlY
I I
stryker®
SHIP TO
Purchase Order Date
Expected Delivery Date
Stryker Quote Number
��ipping Account Num
$.ompany Name
�.ontact or Department
Street Address
Addt'I Address Line .... ,S:,itv, ST ZIP
Phone
Authorized Customer Initials
TOTAL
CUSTOMER# I
Stryker Terms and Conditions
www.stryker.com/stnc
·-
·-
·-
·-·-
*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.
V.4 (10.1.2025)
STANDARD TERMS OF SALE (US)
1. General. All sales of Products distributed by Stryker in the United States are subject to the following terms and conditions. In these “Standard Terms of Sale ”, “Stryker” means Stryker Corporation and any of its affiliates providing Products to Customer, goods and services sold by Stryker are referred to as “ Products”, and the purchaser of the Products is referred to as the “ Customer.” Stryker and Customer are herein collectively referred to as “Parties”.
2. Price and Taxes.
2.1. Prices shown on Stryker invoices are net of discounts provided at the time of purchase and Products listed on an invoice may be subject to additional rebates or discounts, for which separate documentation is provided by Stryker. Customer must: (i) claim the value of all rebates and/or discounts in Customer’s fiscal year earned or the immediately following fiscal year; (ii) properly report and appropriately reflect and allocate prices paid net of all discounts and rebates in Medicare/Medicaid cost reports and all claims for payment filed with third party payors as required by law or contract; and (iii) provide agents of the U.S. or a state age ncy with access to all information from Stryker concerning discounts and rebates upon request.
2.2. Stryker’s price does not include sales, use, value added, franchise, gross receipts, profits, excise, privilege, occupation, personal property, withholding and all other federal, state or local or foreign taxes, import or customs fees and duties associated with an order, however designated (collectively, “Taxes”). Customer will be liable for all Taxes, whether or not Stryker invoices Customer for such Taxes (unless Customer will provide Stryker at the time an order is submitted with an exemption certificate or other documents acceptable to taxing or customs authorities).
3. Payment Terms. Unless otherwise provided on Stryker’s invoice, invoices must be paid in full by Customer thirty (30) days after the date of Stryker’s invoice. Any amount not paid on time may be subject to a late fee of 1.5% per month prorated (18% per annum), or the maximum interest rate allowable by law, whichever is the highest. Stryker, in its sole discretion, reserves the right to change terms of payment and/or discontinue further shipments or suspend services, without prejudice to any other lawful remedy, in the event that: (i) the sale would cause to be exceeded any credit limit that Stryker will have extended to Customer under Section 4 below; (ii) if at any time Stryker determines that Customer’s financial condition or credit rating does not justify a sale on credit; or (iii) Customer is at any time in default in any indebtedness or obligation that Customer owes to Stryker. Stryker may require advance payment or may ship Cash on Delivery (”COD”). Payment must be made to Stryker at the location designated in Stryker’s invoice. Customer must notify Stryker in writing of any disputed invoice within fifteen (15) days of its receipt. The writing must provide Stryker with sufficient det ail regarding the basis and amount of the dispute. If Customer does not dispute an invoice within fifteen (15) days of its receipt, such invoice will be deemed to have been approved and accepted by Customer.
4. Credit Policies . Based upon Customer’s financial position and payment history, Stryker may, in Stryker’s sole discretion, assign Customer a credit limit. Customer’s total pending orders and outstanding accounts payable to Stryker must remain within the amount of the credit limit. Stryker may at any time, in Stryker’s sole discretion, modify or discontinue Customer’s credit limit or mod ify Stryker’s credit terms and other credit policies. Neither this paragraph nor any other provision of these Standard Terms of Sale makes Customer a dealer or distributor of Stryker or obligates Stryker to sell any Products to Customer.
5. Delivery, Title and Risk of Loss. Unless otherwise provided on an invoice, or except for Products purchased on a consignment basis, all Products purchased directly from Stryker will be shipped F.O.B Origin, freight, insurance and handling prepaid and added to the invoice. Title and risk of loss transfer to Customer upon Stryker’s delivery of the Products to a common carrier. Shipping and delivery dates are estimates only, and time is not of the essence. Stryker may ship all the Products at one time or in portions. Stryker will have the right to determine the method of shipment and routing of the Products, unless Stryker agrees otherwise in writing. Stryker will not utilize Customer’s designated third party freight management service to ship Product. All Products will be shipped to the address ind icated in the “ship to” portion of Customer’s purchase order. Stryker reserves the right to refuse to ship the Products to third parties.
6. Consignment and Loaned Instrumentation. Appendix 1 Intentionally omitted – N/A to this purchase.
7. Stryker Communications Products. To the extent Products purchased by Customer include equipment and installation services provided by Stryker’s Communications division, the additional terms and conditions set forth in Appendix 2 hereto will apply.
8. Trade-in Equipment. If applicable, any trade-in discount offered by Stryker and may be reflected on an invoice is an additional discount given by Stryker as a result of trade-in equipment remitted to Stryker by Customer at Customer’s request. Customer transfers and delivers unto Stryker all of Customer’s rights, title and interest in and to such trade-in equipment and all trade-in equipment must be shipped, at Customer’s expense, to the address designated by Stryker within the time period agreed to by the Parties. All trade-in equipment must be appropriately packaged, consistent with Stryker’s instructions or if such instructions have not been provided, with good comm ercial practice. Customer assumes responsibility for shipment of trade-in equipment to Stryker and for risk of loss or damage during shipment.
Trade-in equipment must be accompanied by a copy of the purchase order or the trade- in order number. Failure to return trade -in equipment in accordance with these instructions may result in forfeiture of the trade-in discount, for which Stryker will bill Customer, to be paid by Customer in accordance with Section 3.
9. Service Providers. In the event Customer utilizes any supply chain solutions and/ or invoicing systems (“Service Provider”) other than GHX, Stryker is not responsible for any fees associated with such Service Provider. Notwithstanding the foregoing if Customer
V.4 (10.1.2025)
utilizes a Service Provider at Customer’s own cost, Stryker requires a separately executed agreement between Stryker and such Service Provider which shall require the Service Provider to maintain the confidentiality of Stryker's proprietary or confidential information (“Confidential Data”) and prohibits Service Provider from (i) disclosing and/or selling any data disclosed to a third party or (ii) using it for the sole purpose of obtaining benchmarking analysis. Customer represents and warrants that any data disclosed to Service Provider will be protected by confidentiality language no less stringent than in these Standard Terms of Sale and also including the f ollowing limitations: Confidential Data shall not be sold to a third party or used for the any purpose other than for the reason it was disclosed (e.g., billing and/or invoicing. Provided however that if Customer is legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand, or similar process) to disclose any such data or is requested pursuant to the California Public Records Act or similar law, the Customer will provide Stryker with written notice of such an occurrence (if so permitted) as soon as possible so that protective order or other appropriate remedy may be sought to prevent disclosure, if d esired.
Customer will cooperate with Stryker in their efforts to obtain an appropriate protective order or other reliable assurance that such data will be accorded the appropriate treatment.
10. Product Training. Stryker may provide technical training, including both initial training for new users and supplemental training for existing users, as needed to promote the safe and effective use of its Products sold to Customer. Such technical training will be provided for any health care practitioner who uses or intends to use the Product and is employed by, or is on the active medical staff of, Customer.
If Stryker provides the technical training to a health care professional, it may pay for or reimburse the reasonable expenses , including meals, lodging and transportation, actually incurred by eligible recipients in connection with the technical training provide d under this paragraph. Such training is not deemed a condition precedent to sale of the Products or Customer’s acceptance thereof.
11. Warranties, Return Policies and Maintenance.
11.1. In addition to Stryker’s current standard Product warranties, if applicable, Stryker warrants that: (i) it has good title to Products shipped directly to Customer, free of all liens, claims and encumbrances; and (ii) the Products, at the time of sale, meet ap plicable FDA clearance or approval (as applicable) necessary for commercial sale. Notwithstanding the foregoing clause (i), Customer agrees that Stryker will retain a purchase money security interest in the Products, and to any proceeds from the disposition of such Products, until the purchase price and other charges due Stryker have been paid in full. Upon any default by Customer hereunder, Stryker will have any and all rights and remedies of secured party under the Uniform Commercial Code which right will be cumulative.
11.2. THE EXPRESS WARRANTIES SET FORTH IN SECTION 11.1 AND STRYKER’S STANDARD PRODUCT WARRANTY ARE THE ONLY
WARRANTIES APPLICABLE TO THE PRODUCTS SOLD TO CUSTOMER AND ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTY
BY STRYKER, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRIGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
11.3. Products returned by Customer for credit, replacement and/or repair will be at Stryker’s sole discretion and in accordance Stryker’s applicable return policy.
11.4. Stryker’s standard Product warranties and return policies can be found at www.stryker.com/returnpolicy. Stryker’s Product warranties apply only to (i) the original end-user purchaser of Products directly from Stryker or its authorized distributors and (ii) Products manufactured by Stryker. Unless otherwise agreed to in writing by Stryker, non-Stryker Products are sold “as-is” with no warranty of any kind, express or implied.
11.5. In addition to Stryker’s standard Product warranties, service plans for repairs and maintenance may be purchased at any time for a number of Stryker’s capital equipment Products. These special service plans cover repair and/or maintenance that the designated piece of equipment may require during the term of the service plan contract. Specific service plan details are available through your local Stryker sales representative. Stryker’s service terms and conditions are set forth in Appendix 3 hereto.
11.6. Customer agrees that Stryker may monitor use of the Products, and services provided through the Products, by Customer and users and collect and use Stryker Data, including to compile information related to the provision, operation or use of a Product, facilitate the provision of support, consulting, training and other services, and verify compliance with the terms of this Standard Term s of Sale. Stryker may use and make publicly available, Stryker Data to the extent and in the manner permitted under applicable la w.
Stryker owns Stryker Data, and Customer grants Stryker a non- exclusive, perpetual, irrevocable, transferable, sublicens able, royalty-free, fully paid-up, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer’s Content incorporated within the Stryker Data. “ Stryker Data” means any data relating to or arising from the business operations or plans, services and products of Stryker or the performance or use of the Products or that may aide Stryker in optimizing resources a nd support; may be used to improve products or services, may be used in research and development regarding products or services; may be used in verification of security and data integrity of products or services or in resource planning, industry trends, benchmarking, or contract administration (e.g., data used for sales compensation), and any Personal Information that is aggregated and not identified or identifiable to any individual.
12. Software License. Intentionally omitted – N/A to this purchase.
13. Indemnity.
13.1. Stryker agrees to indemnify Customer from any third -party liability (“Claims”) which Customer suffers directly as a result of: (i) a defect in workmanship of the Products that are manufactured by Stryker; or (ii) if applicable, a defect in the reprocessing services, for any Products that are subject to Stryker’s reprocessing services. This indemnification does not apply to Claims arising from: (a) an injury due to the negligence of any person other than an employee or agent of Stryker; (b) the failure of any person other than an employee or agent of Stryker to follow any labeling, manuals and/or instructions for use of the Products; (c) the use of a ny product (or any accessories) not purchased from Stryker; or (d) Product that has been modified, altered, or repaired by any person other than an employee or agent of Stryker. Customer agrees to indemnify Stryker against any Claims to the extent arising from (a)
V.4 (10.1.2025)
through (d) above due to the negligent acts or omissions of Customer or its officers, employees, representatives or agents. The rights and obligations relating to indemnification for any Claims relating to a Product are expressly defined only by these Standard Terms of Sale.
13.2. Stryker’s indemnification obligations under this Section 1 2 are conditioned on Customer promptly providing Stryker with timely written notice of any Claim for which indemnification is sought. Stryker will not agree to any settlement or compromise that imposes or results in any finding of fault or any restriction or obligation on the part of Customer without Customer’s prior written consent (which will not be unreasonably withheld).
14. Insurance. City’s Insurance Requirements attached hereto as Exhibit A.
15. Limitation of Liability. STRYKER’S LIABILITY ARISING IN CONNECTION WITH OR UNDER THESE STANDARD TERMS OF SALE (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT, TORT, MISREPRESENTATION, FRAUD, NEGLIGENCE, STRICT LIABILITY
OR ANY OTHER THEORY OF LAW) WILL NOT EXCEED THE PURCHASE PRICE OF THE APPLICABLE PRODUCTS MINUS DEPRECIATION OR IN THE CASE OF SERVICES, SERVICE FEES PAID BY CUSTOMER IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM.
EXCEPT FOR STRYKER’S INDEMNIFICATION OBLIGATIONS AS SET FORTH IN SECTION 12. IN NO INSTANCE WILL EITHER PARTY WILL
BE ENTITLED TO, NOR WILL BE LIABLE FOR, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, PROFITS OR REVENUE OR BUSINESS INTERRUPTION.
16. Confidentiality. Stryker and Customer: (i) will hold in strictest confidence Product pricing, proposals, invoices 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; (ii) hereby covenant that, subject to Section 2.1, they will not disclose such information to any third party without prior written authorization of the one to whom such information relates; and (iii) agree that any breach or threatened breach of this section may cause irrepar able harm, that a remedy at law will be inadequate to remedy such a breach or threatened breach, and that this section will be enforceable by way of a restraining order or injunction, without the necessity of posting a bond, in addition to any other available legal remedies.
17. Default. In the event of Customer’s default in payment for the Products purchased hereunder, Customer will be responsible for all reasonable costs and expenses (including reasonable attorney’s fees) incurred by Stryker in collection of any sums owing by C ustomer, and Stryker will not be obligated to make any further deliveries to Customer. Should Customer elect to cancel its order, in w hole or in part, Customer will be liable to Stryker for any non-refundable deposits and reasonable cancellation charges that will include, but not be limited to, all costs and expenses incurred by Stryker in connection with procuring and filling Customer’s purchase order.
18. Unavoidable Delay. If Stryker is not able to finish and deliver the Products to Customer on time because of anything that Stryker cannot control (such as act of God, casualty, labor trouble, accidents or unavailability of supplies or transportation), then the estimated delivery time will be extended accordingly, and Stryker will not be liable to Customer for any damages that the delay causes.
19. Compliance with Law; Not For Resale or Export. Customer represents and warrants that it: (i) will comply with all applicable laws and regulations of the various states and of the United States in the use of the Products; and (ii) is buying Product(s) for its internal use only, and not for resale or export.
20. Miscellaneous. These Standard Terms of Sale constitute the entire agreement between the Parties with respect to the purchase of Products, and any modification or amendments must be in writing and signed by both Parties. The Standard Terms of Sale are in lieu of and replace any and all terms and conditions set forth in any documents issued by Customer. In the event the Parties enter into a written agreement with respect to the purchase of Products and there is a conflict between the written agreement and these Standard Terms of Sale, the terms and conditions of such written agreement shall govern. Any additional, different, or conflicting terms and conditions on any such document issued by Customer at any time are hereby rejected by Stryker and will not be binding in any way on Stryker. Neither Party will transfer or assign any or all of its rights or interests, or delegate any of its obligations, hereunder, without the prior written consent of the other Party (which consent will not be unreasonably withheld); provided, however, Stryker may assign its rights or interests, or delegate its obligations, in whole or in part, to any of its affiliates without the prior consent of Customer. The Standard Terms of Sale will be binding upon, will inure to the benefit of, and be enforceable by permitted successors and assigns of the Parties. The rights and remedies conferred under these Standard Terms of Sale apply only to Stryker and Customer and will not be construed to inure to the benefit of or provide any right of action to any other person, including without limitation any patient or third -party payor. In the event that any provision of these Standard Terms of Sale is determined to be unenforceable or invalid, such provision will nonetheless be enforced to the fullest extent permitted by applicable law, and such determination will not affect the validity and enforceability of any other remaining provisions. These Standard Terms of Sale will be governed by and construed in accordance with the laws of the State of California as applicable to contracts made and to be performed in that state, without regard to conflicts of laws principles.
21. Professional Services . Stryker may provide professional services to Customer, including, but not limited to, consulting, advisory, program development and implementation and data analytics services. Such services are only provided to Customer, and governed by, separate services contracts entered into by Stryker and Customer and are not subject to these Standard Terms of Sale.
V.4 (10.1.2025)
APPENDIX 2 – STRYKER COMMUNICATIONS EQUIPMENT PURCHASE
AND INSTALLATION SERVICES TERMS
The terms of this Appendix 2 will apply to Customer’s purchase of Stryker Communications equipment (“Equipment”) and any related services from Stryker’s Communications division. In the event of a conflict or inconsistency between the Standard Terms of Sale and this Appendix 2, relative to Equipment and services sold by the Communications division only, this Appendix 2 will govern. Stryker Communications may offer standalone software products to Customer. Such software is only licensed to Customer, and governed by, separate software license agreements entered into by Stryker Communications and Customer and are not subject to these Standard Terms of Sale, including this Appendix 2.
1. Equipment Purchases.
1.1. Payment Terms:
1.1.1. Deposit: A non -refundable deposit of fifty percent (50%) of the Equipment purchase price will be due upon Stryker Communications acceptance of Customer’s purchase order (“Deposit”).
1.1.2. Additional Payments: Additional payments for Equipment will be invoiced upon Stryker Communications shipment of the Equipment and are payable by Customer in accordance with the Standard Terms of Sale.
1.1.3. Engineering Services: Charges for any Engineering Services (as defined in Section 1.3 below) will be invoiced by Stryker Communications as they are performed, or upon shipment of Equipment to Customer, whichever is later. Such invoices are payable by Customer in accordance with the Standard Terms of Sale.
1.1.4. Contingency: Customer may elect to include a contingency charge amount on its purchase order that may be applied as a credit for potential future changes or additions to the Stryker Communications Equipment that Customer wishes to purchase (“Contingency Charge”). If Customer elects to make such a change or addition, any charges for such change or addition will be added to the Equipment purchase price and will be deducted from the Contingency Charge until such Contingency Charge is exhausted. Customer may make changes or additions in an amount up to the then current balance of the Contingency Charge without initiating the Change Order process as further described in Section 1.4 below. Pricing for all Equipment changed or added in such a way will be at a discount off Stryker Communications list price equivalent to the discount provided on the applicable purchase order. In the event of an unapplied Contingency Charge balance upon completion of the order, Customer will not be obligated to pay such amount. Unapplied Contingency Charge balances may be cancelled upon written request from the Customer.
1.2. Shipment and Installation Dates:
1.2.1. The Parties agree to estimate the date that installation of the Equipment will occur (the “Anticipated Installation Date”). The actual dates of shipment will be mutually agreed upon between Stryker Communications and Customer (“ Shipment Date”); provided, however, that the Anticipated Installation Date may not be changed less than eight (8) weeks prior to the scheduled Anticipated Installation Date. Stryker Communications will use its commercially reasonable best efforts to meet all Shipment Dates requested by Customer. Customer understands that production and installation scheduling will not occur until Stryker Communications’ receipt of: (i) Customer’s deposit payment pursuant to Section 1.1.1; and (ii) a completed shipment and installation date confirmation form. If Customer requests a rescheduling of the installation date with less than eight (8) weeks’ notice prior to the Anticipated Installation Date, Customer agrees to accept all shipments of ordered Products no later than the original installation date and, if necessary, make necessary arrangements for storage of the Stryker Communications Equipment at Customer’s expense until the rescheduled installation date.
1.2.2. If Customer delays or extends shipment or installation of the Equipment, Customer will arrange for and notify Stryker Communications of the place or places to which Stryker Communications will ship the Equipment for storage at Customer’s expense and all risk of loss or damage to the Equipment will be the responsibility of the Customer. Stryker Communications will invoice Customer for the Equipment upon shipment and Customer agrees to pay such invoice in accordance with the Standard Terms of Sale.
1.3. Engineering Services : Stryker Communications agrees to provide the engineering services described in the project proposal provided to Customer, if any, subject to the terms and conditions hereof (“Engineering Services”).
1.4. Change Orders : Options, upgrades and additions to Stryker Communications Equipment may be available (“ Change Orders ”).
Change Orders will require a new purchase order or an addendum to the original purchase order, which could result in changes to the total purchase price. Change Orders made less than eight (8) weeks prior to the scheduled installation date may result in shipping delays and additional expenses for expedited shipping.
2. Installation Services: Charges for Installation Services (as defined in Section 2.2 below) will be invoiced upon Customer Acceptance (as defined in Section 2.2 below). If installation of the Equipment is completed in phases at Customer’s request, Stryker Communications will invoice Customer separately for the Installation Services provided in each phase. Such invoices are payable by Customer in accordance with the Standard Terms of Sale.
2.1. Customer Acceptance: Acceptance of Installation Services will occur on the earlier of the following: (i) Stryker Communications’ receipt of a “Customer Acceptance Form” signed by Customer; (b) clinical utilization of Stryker Communications Equipment by Customer; or (iii) fifteen (15) days after the completion of installation of Stryker Communications Equipment (“ Customer Acceptance”).
2.2. Installation Services: The Installation Services to be provided by Stryker in connection with Stryker Communications Equipment are further defined in the project proposal provided to Customer (the “Installation Services”). Customer’s proposal should state whether
V.4 (10.1.2025)
installation pricing includes work on nights, weekends, multiple trips (e.g. phased project installations), and/or union support. If not explicitly noted, Installation Services are presumed to include regular working hours, single phase, and no union support. Please consult the appropriate Stryker Communications Sales Representative with any questions. If additional Installation Services are required: (i) because of Customer’s failure to complete its Pre- Installation Responsibilities described below in Section 2.4.2; (ii) because of a Customer requests to install in a manner dissimilar to that quoted (e.g. weekends only); or (iii) if the installation date is rescheduled with less than eight (8) weeks’ notice prior to the Anticipated Installation Date, Stryker Communications may, at its discretion, invoice Customer an additional $1,500 per day per installation technician.
2.3. Stryker Responsibilities
2.3.1. Pre-Installation Meeting Responsibilities : Stryker Communications will facilitate an Equipment pre -installation planning meeting to be held at Customer’s site before construction begins. At, or before this meeting, Stryker Communications will provide Customer and Customer representatives with Stryker Communications Equipment pre -installation guide (“ Pre- Installation Guide ”). Additional detailed pre -installation requirements are included in the Pre -Installation Guides. All pre - installation work performed mus t adhere to the Pre-Installation Guide. Stryker Communications will schedule and lead the discussions and review the Drawings (as defined in Section 2.4.2 below) with Customer’s Project Manager, Clinical Department Manager and representatives from all installing contractors. Stryker Communications will schedule and lead the discussion and review of the Pre- Installation Guide and designation of exact responsibilities of all contractors. Stryker Communications will schedule and lead the discussion of mounting plate(s) placement, pre-install design specifications and routing requirements of all applicable services.
2.3.2. Layout/Placement Drawings : Stryker Communications will provide final Equipment layout/placement drawings (“Drawings”) for review within five (5) business days of acceptance of purchase order and Deposit payment. The Drawings will include Product placement and configuration of services. Within six (6) weeks after acceptance of Customer’s purchase order and no less than fourteen (14) weeks before the scheduled Shipment date, Customer must deliver to Stryker Communications a copy of the signed Drawings, which have been approved by the Customer’s Project Manager and the Clinical Department Manager (or respective designees). Customer understands Stryker Communications will not schedule production until the signed Drawings are received by Stryker Communications; and Stryker Communications is not responsible for any direct or indirect costs related to resulting delays.
2.3.3. Inspection and Evaluation Responsibilities: Stryker Communications will review superstructure requirement (e.g. weights and moments) with Customer’s contractors and Project Manager. When requested, Stryker Communications will provide Customer with knowledgeable third-party resources regarding superstructure. Any consulting done with said third parties will be at the Customer’s expense. Stryker Communication will review equipment installation procedures and process with Customer. Stryker Communications will track construction schedules and make certain both Parties are adhering to originally agreed upon timelines. Stryker Communications will provide Customer with specifications necessary to order applicable network services (obtaining and payment for these services are the Customer’s responsibility).
2.3.4. Installation Responsibilities: Stryker Communications is responsible for the Equipment installation responsibilities as stated in the Pre -Installation Guide (these responsibilities apply only to purchased Stryker Communications Equipment unless otherwise agreed upon in the project proposal).
2.3.5. Technical Support: Technical phone support for trouble shooting and technical questions on the Equipment is available at no charge to Participant during the applicable warranty period. Technical phone support for trouble shooting and technical questions is available 8:00 a.m. to 5:00 p.m. CST Monday - Friday. Additional service and support packages, if not purchased under this Agreement, are available at Stryker Communications then -prevailing rates for such services. Please contact your Stryker Communications Sales Representative for more information.
2.4. Customer Responsibilities
2.4.1. Customer Pre -Installation Meeting Responsibilities : Customer commits to: (i) ensure representatives of Customer’s contractors (e.g. electrical, mechanical, gas installer, architect, structural engineer) and Customer’s Project Manager, Clinical Department Manager, and any other appropriate Customer personnel are in attendance at all meetings; (ii) provide final completion dates for completion of electrical panel test, gas performance test, and superstructure; (iii) obtain all necessar y permits, inspections and/or licenses related to the proposed work; (iv) ensure that the superstructure meets the Stryker Communications requirements; (v) ensure that all Customer requirements in the Pre-Installation Guides have been addressed; and (vi) provide network access (as applicable).
2.4.2. Customer Pre-Installation Responsibilities: Prior to installation date, Customer agrees to: (i) remove all old Equipment from the installation area and transport to Customer’s disposal area; (ii) provide ready access to installation site(s) for Stryke r Communications personnel; (iii) ensure that the installation site has been prepared in compliance with Stryker Communications specifications as detailed in the Pre-Installation Guides, (including the installation of mounting ring and other support apparatus for the Equipment); (iv) ensure all conduits and gas installation provided by Customer’s contractors are installed as specified in the Drawings and any applicable architectural drawings; (v) ensure Equipment shipping containers (unopened) are in the installation location (including endoscopic equipment, if applicable); (vi) ensure that AC electrical circuits are installed as provided in the Pre-Installation Guides; and (vii) ensure data and other rough-in requirements specified in the Pre-Installation Guides are connected, working and complete. Customer understands and agrees to complete and send to Stryker Communications the install and ship confirmation form at least eight (8) weeks prior to installation date.
2.4.3. Customer Installation Responsibilities : Customer responsibilities include: (i) arrange for a locally certified electrician to complete electrical power connections to Stryker Communications Equipment; (ii) arrange for a locally certified medical gas technician to test gas connections in Stryker Communications Equipment; (iii) ensure that the Customer designated staff members who are responsible for Product maintenance are available for instruction on basic maintenance procedures; and (iv)
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perform inspection and functional assessment of installed Stryker Communications Equipment to agreed upon specifications and provide written notification of approval (Customer acceptance form) or complete a project punch list (nonconforming items that have no functional effect on the system) within ten (10) business days of completed Installation Services.
2.4.4. Stryker Communications and Customer jointly agree to organize an inspection and valuation meeting to be held at least thirty (30) days before installation date. Customer is responsible for ensuring all appropriate personnel are in attendance. *****
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APPENDIX 3 - PROCARE SERVICES – TERMS AND CONDITIONS
The terms of this Appendix 3 will apply to Customer’s purchase of Services as outlined in the Stryker Quote for Service (“Quote”). In the event of a conflict or inconsistency between the Standard Terms of Sale and this Appendix 3, relative to Service, this Appendix 3 will govern.
1. Service. Stryker will perform the repair and maintenance services (collectively, the “Services”) to Capital Equipment (“Equipment”) rendered in connection with the Quote.
2. Service Terms and Conditions. The Services will be subject to the ProCare Services Terms and Conditions set forth below.
3. Product Maintenance. Customer is required to adhere to the routine maintenance instructions provided by Stryker, its equipment and operations manuals, and accompanying labels and/or inserts for each item of Equipment. Customer covenants and agrees that its appropriate user personnel will follow the instructions and contents of those manuals, labels and inserts.
4. Warranty; Limitations of Warranty and Liability. During the Term, Stryker warrants, with the exception of software maintenance services, the following:
4.1. Stryker has the experience, capability and resources to perform the Services, and Stryker further represents and warrants that the Services will be performed in a workmanlike manner and with professional diligence and skill;
4.2. Services will comply with all applicable laws and regulations and all applicable standards set forth by law or ordinance or established by the rules and regulations of any federal, state or local agency, department, commission, association or pertinent governing, accrediting or advisory body, including The Joint Commission having authority to set standards for healthcare facilities;
4.3. If the Services are to be performed on Customer’s premises, Stryker represents and warrants that Stryker will comply with all applicable safety laws and Customer’s then current safety and other applicable regulations, all human resource policies and health and drug and alcohol screening policies; provided that Customer has provided advance written notification of such rules, regulations and policies to Stryker;
4.4. Stryker currently has, or prior to the commencement thereof, will obtain, pay for, and maintain any and all licenses, fees, a nd qualifications required to perform the Services.
4.5. TO THE FULLEST EXTENT PERMITTED BY LAW, THE EXPRESS WARRANTIES SET FORTH HEREIN ARE THE ONLY WARRANTIES
APPLICABLE TO THE SERVICES AND ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTY BY STRYKER, AND STRYKER HEREBY
EXPRESSLY DISCLAIMS ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
5. Limitation of Liability. EXCEPT FOR THIRD PARTY DAMAGES RELATED TO STRYKER’S INDEMNITY OBLIGATIONS UNDER THE SECTION HEREOF ENTITLED “INDEMNIFICATION,” STRYKER’S LIABILITY ARISING UNDER THIS ADDENDUM WILL NOT EXCEED THE AMOUNT OF SERVICE FEES PAID UNDER THIS ADDENDUM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. IN NO INSTANCE WILL STRYKER BE LIABLE TO CUSTOMER FOR INCIDENTAL, PUNITIVE, SPECIAL, COVER, EXEMPLARY, MULTIPLIED OR CONSEQUENTIAL DAMAGES OR ATTORNEYS’ FEES OR COSTS FOR ANY ACTIONS UNDER OR RELATED TO THIS AGREEMENT.
6. Customer Obligations. Customer will use commercially reasonable efforts to cooperate with Stryker in connection with Stryker’s performance of the Services. Customer understands and acknowledges that Stryker employees 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 employees 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 employees to engage in such activities will not be a breach of the Standard Terms of Sale. Customer consents to the presence of Stryker employees in its operating rooms, where applicable, in order for Stryker to provide Services under the Standard Terms of Sale and represents that it will obtain all necessary consents from patients .
7. Limitations and Exclusions from Service. Notwithstanding any other provision set forth herein, the Services not covered under this Standard Terms of Sale as determined by Stryker in its sole discretion are as follows: (a) abnormal wear or damage caused by reckless or intentional misconduct, abuse, neglect or failure to perform normal and routine maintenance as set out in the applicable maintenance manual or operating instructions provided with the Equipment; (b) catastrophe, fire, flood or act(s) of God; (c) damage resulting from faulty maintenance, improper storage, repair, handling or improper use (including use of non- Stryker accessories or consumables), damage and/or alteration by non- Stryker-authorized personnel; (d) equipment on which any original serial numbers or other identification marks have been removed or destroyed; (e) damage caused as a result of the use of the Equipment beyond the useful life, if any, specified for such equipment in the user manual; (f) service Stryker cannot perform because the Equipment has been discontinued or its parts have been discontinued or made obsolete; (g) service to the Equipment if the Equipment or the Equipment site is contaminated with potentially infectious and/ or biohazardous substances; (h) Equipment that has been repaired or used with any unauthoriz ed or non-Stryker components or by an unauthorized or non-Stryker third party; (i) any Services provided by Stryker Endoscopy do not include replacement lamps, fee-based software upgrades, voice control upgrades and disposable or consumable products or parts; (j) any Services provided by the Stryker Medical division do not include batteries (unless stated in Stryker's quote), mattresses, disposable items, IV poles or rust or corrosion damage; (k) any Services provided for Equipment used for Navigation does not include: (i) parts, labor & travel associated with
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hardware or instrument upgrades needed to accommodate software upgrades, and (ii) products associated with or required for use to accommodate software upgrades; or (l) any Services provided by Stryker Communications do not include surgical light replacement bulbs, documentation stations, fee-based software upgrades, service lines, mounting structures, upgrades/field modifications and disposable or consumable products or parts. Customer agrees to provide personal protective equipment (“ PPE”) to OnSite/Clinical Specialists. Notwithstanding anything else in this Standard Terms of Sale in the event Customer fails to provide appropriate industry-standard PPE to all OnSite/Clinical Specialists, as determined in Stryker’s sole discretion, then Stryker may immediately, in its sole discretion: (i) suspend the OnSite/Clinical Specialist Coverage until Customer provides such PPE; or (ii) terminate the applicable Service.
8. Indemnification. Stryker shall indemnify Customer from any third party liability and/or damages which Customer suffers directly as a result of the gross negligence or willful misconduct of Stryker or its employees or agents in the course of providing Services. The foregoing indemnification will not apply to any liability arising solely from: (i) an injury or damage due to the negligence of any person other than Stryker’s employee or agent; (ii) the failure of any person other than Stryker’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 Stryker or any equipment or any part thereof that has been modified, altered or repaired by any person other than Stryker’s employee or agent; or (iv) any actions taken or omissions made by any Stryker employee while under the direction or control of Customer’s staff. Customer agrees to hold Stryker harmless from and indemnify Stryker for any claims or losses or injuries arising from (i)-(iv) above resulting from Customer’s or its employees’ or agents’ actions.
9. Return of Instrumentation or Equipment . In the event instrumentation (“ Instrumentation”) or Equipment provided to Stryker contains patient information (“ PHI”), such PHI should be removed before servicing. Moreover, PHI is not needed in order to properly repair any Instrumentation or Equipment provided by Customer. Stryker is not responsible for and may not be held liable for the integrity or security of any PHI contained on any Instrumentation or Equipment.
10. Confidentiality. Stryker and Customer: (i) shall hold in confidence this Standard Terms of Sale 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 (ii) hereby covenant that they shall not disclose su ch 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. Provided however that if Customer is legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil inve stigative demand, or similar process) to disclose any such data or is requested pursuant to the California Public Records Act or similar law, the Customer will provide Stryker with written notice of such an occurrence (if so permitted) as soon as possible so that protective order or other appropriate remedy may be sought to prevent disclosure, if desired. Customer will cooperate with Stryker in their efforts to obtain an appropriate protective order or other reliable assurance that such data will be accorded the appropriate treatment.
11. Non-Solicitation and Non-Hire. Customer agrees that, during the Term and for a period of one (1) year following Service, it will not solicit any employees of Stryker to terminate their employment with Stryker, unless Stryker consents in writing.
12. Background Check. Stryker warrants that all of its employees who will be on a Customer’s premises to perform Services will have undergone a criminal background check as part of Stryker’s hiring practice. The background check consists of the following:
• Education verification, which includes a review of employee’s submitted educational institutions to ensure proper accreditation; • Employment history verification;
• SSN trace, including address history verification;
• OFAC Watch List search, including a search of global terrorist and national drug trafficker lists; • FDA Debarment and Disqualified/Restricted List search; • OIG/HHS Exclusion List check;
• EPLS/GSA Exclusion List check;
• Criminal history search, including a National Criminal Database (NCD) search and a national sex offender registry search and a search of all jurisdictions where the employee has lived or worked during the last seven years; and • Motor vehicle check
During the Term, a Customer may request a meeting with Stryker to review the performance, behavior or expectations of Stryker service personnel who are assigned to provide service at Customer’s facility. Any Stryker service personnel who willingly and knowingly violate Customer’s rules, regulations, procedures, or policies may be removed from Customer’s facility at Customer’s option and will be replaced by Stryker promptly.
13. Parts and Subcontracting. Stryker may elect to use new or used parts related to the Services in its sole discretion. Stryker reserves the right to hire subcontractors to perform the Services.
14. Independent Contractor. The relationship between the Parties is that of independent contractors. It is mutually agreed that Stryker is at all times acting and performing as an independent contractor with respect to Customer, and nothing is intended nor shall be construed to create an employer/employee relationship between Stryker and Customer. It is agreed that any person employed by Stryker to perform hereunder shall not be deemed to be an employee of Customer, and Stryker and Stryker’s employees, agents or representatives shall not be, or represent themselves to be, officers, employees, agents or representatives of Customer. *****
Exhibit A
Bonding and Insurance Requirements:
Some procurements may require bonding and/or insurance. Specific requirements will be stated in the applicable bid documents. In the event bonding is required, bonds shall be submitted in a form acceptable to the City (samples will be included in the documents).
Checks or letters of credit will not be accepted in lieu of bonding. When services are provided to the City, the City’s standard insurance requirements (shown below) shall apply, unless otherwise indicated in the bid specifications or an approved exception request is granted by the Risk Manager for the City. • Commercial General Liability Insurance: In an amount of $2,000,000 per occurrence/$4,000,000 Aggregate. Except with respect to any claim or loss that arises from the negligence of willful misconduct of the City, this coverage is primary over any Commercial General Liability Insurance coverage maintained by the City. • Auto Liability Insurance: In an amount of $2,000,000 each occurrence combined single limit (CSL). Except with respect to any claim or loss that arises from the negligence of willful misconduct of the City, this coverage is primary over any coverage maintained by the City.
• Workers' Compensation Insurance: As required by State statutes and Employer Liability Coverage in an amount of $1,000,000. A Waiver of Subrogation is required for Workers’ Compensation coverage.
Coverage Minimum Limits
Commercial General Liability
$2,000,000 occurrence
$4,000,000 aggregate
Automobile Liability including coverage for owned, non- owned and hired vehicles
$2,000,000
Combined single limit Per Occurrence
Workers' Compensation
Statutory and
Employer Liability coverage of $1,000,000 per
accident and/or per employee and policy limit
for disease
Employers' Liability Insurance $1,000,000 per accident and/or per employee and policy limit for disease
Contractor is responsible for the satisfaction of any applicable deductible or self-insured retention (SIR). If an SIR exceeds $10,000, except with respect to Michigan self-insured workers’ compensation, such SIR must be disclosed to the City’s Risk Manager prior to the inception of this Agreement.
Excess/Umbrella insurance can be used to satisfy the insurance requirements subject to the review and approval of the City’s Risk Manager.
If that required insurance is to be cancelled, non-renewed or materially changed, Contractor agrees to provide at least thirty (30) days prior written notice to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805. This does not apply to cancellation for non-payment of premium, which requires notice of not less than ten (10) days.
Each insurance policy required by this Agreement, except Workers’ Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:
“It is agreed that any insurance maintained by Contractor pursuant to this Agreement shall be primary to, and not contribute with, any insurance or self- insurance maintained by the City of Anaheim.”
“The City of Anaheim is included as additional insured with respect to liability vicariously imposed on City as a result of Contractor’s negligent performance in the scope of work, operations, and/or activities of the Named Insured, performed under this Agreement with the City of Anaheim.” Insurance certificates should state:
City of Anaheim
Attn: Purchasing Division
200 S. Anaheim Blvd. Suite 620
Anaheim, CA 92805
Insurance certificates should be emailed to [email protected].
Any insurance required under this Agreement must be written by an insurance company authorized to do business in California. Notwithstanding any other insurance requirements within this Agreement to the contrary, to the extent allowed by applicable law or regulation, Contractor shall be permitted to comply with these insurance requirements through a program of self-insurance.
The City’s Risk Manager is authorized to approve Contractor generated exceptions, to the above requirements as set forth herein in the event Contractor generated amendment or exception request as to a reduction in coverage or amendment to policy or coverage form is in the City’s best interest.