Agreement

‘ove Services stryker

=
Sales Rep Name: Trish Monaco 3800 E. Centre Ave
ProCare Service Rep: Alex Chavez Portage, MI 49009

7/21/2022
220727160501

Billing Acc Num: 1459525 Name: Mark Hubler
Shipping AcctNum: 1459525 Title: Deputy Chief
Account Name Glendale Fire Phone: (623) 930-4440
Account Address 11550 W Glendale Ave Email: mhubler@glendaleaz.com
City, State Zip Glendale , AZ 85307
Item Model Model Description ProCare Program Qty Yrs Total
No. Number
1 LP15S LifePak 15 LP15 Prevent Onsite 37 2 $95,859.60

LP15 Prevent Onsit
ProCare LIFEPAK 15 Prevent Service: Annual onsite preventive maintenance inspection and unlimited repairs including parts, labor and travel with battery coverage

Unless otherwise stated on contract, payment is expected upfront. ProCare Total $95,859.60
Annual Payments $47,929.80
| See below for complete payment schedule| FINAL TOTAL $95,859.60
Start Date: 11/28/2022
( | End Date: 11/27/2024
Stryker Signature Date Customer Signature Date
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 as modified between the parties (copy attached)
together with the Addendum to Services Agreement (copy also attached) to
this Proposal.
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
This is not an invoice. A physical invoice will be mailed.
Remit payment to: P.O. Box 93308 Chicago, IL 60673-3308 If contract is over $5,000 please send hard copy PO

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.

Starting Balance
12/1/2022
12/1/2023

$
$

47,929.80 $
47,929.80 $

ae

47,929.80

95,859.60
47,929.80

SERIAL NUMBER SHEET

‘ Model Serial Number Program
1 LPis 46494666 LP15 Prevent Onsite
2 LPiS 46494879 LP15 Prevent Onsite
3 LPis 46494955 LP15 Prevent Onsite
4 LPis 46494971 LP15 Prevent Onsite
5 LP15 46495124 LP15 Prevent Onsite
6 LP15 46495407 LP15 Prevent Onsite
7 LPis 46495635 LP15 Prevent Onsite
8 LP1s 46495684 LP15 Prevent Onsite
kd LPis 46495701 LP15 Prevent Onsite
10 LPis 46495711 LP15 Prevent Onsite
11 LP1s 46495784 LP15 Prevent Onsite
12 LPis 46495793 LP15 Prevent Onsite
13 LP1s 46495851 LP15 Prevent Onsite
14 LP1S 46495899 LP15 Prevent Onsite
15 LP1S 46495947 LP15 Prevent Onsite
16 LP1is 46495962 LP15 Prevent Onsite
17 LP1is 46496021 LP15 Prevent Onsite
18 LPis 46496263 LP15 Prevent Onsite
19 LP1S 46496323 LP15 Prevent Onsite
20 LP1s 46496386 LP15 Prevent Onsite
21 LP1s 46496460 LP15 Prevent Onsite
22 LPis 46496518 LP15 Prevent Onsite
23 LP1is 46496585, LP15 Prevent Onsite
24 LP1s 46496640 LP15 Prevent Onsite
25 LPis 46496710 LP15 Prevent Onsite
26 LP15 46496764 LP15 Prevent Onsite
27 LPis 46496811 LP15 Prevent Onsite
28 LP1S 46496846 LP15 Prevent Onsite
29 LP1S 46496887 LP15 Prevent Onsite
30 LPs 46496907 LP15 Prevent Onsite
31 LP15 46496925 LP15 Prevent Onsite
32 LP1is 46496970 LP15 Prevent Onsite
33 LP1s 46498807 LP15 Prevent Onsite
34 LP15 46498826 LP15 Prevent Onsite
35 LPis 46498888 LP15 Prevent Onsite
36 LPis 46499132 LP15 Prevent Onsite
37 LP15 48094455 LP15 Prevent Onsite

Purchase Order Form

Account Manager

Cell Phone

Check box if Billing same as Shipping

CO]

stryker’

Purchase Order Date

Expected Delivery Date

Stryker Quote Number 220727160501

BILLTO. CUSTOMER # I SHIP TO. CUSTOMER #
Billing Account Num 1459525 Shipping Account Num 1459525
Company Name ‘Company Name Glendale Fire
Contact or Department Contact or Department Mark Hubler
Street Address Street Address 11550 W Glendale Ave
|Addt'l Address Line Addt'l Address Line
City, ST ZIP City, ST ZIP Glendale , AZ 85307
Phone Phone (623) 930-4440
Authorized Customer Initials Authorized Customer Initials
DESCRIPTION ary TOTAL

REFERENCE QUOTE [

Accounts Payable Contact Information

Name

Email

Phone

Authorized Customer Signature

Printed Name

Title

Signature

Date

Attachment

Stryker Quote Number

220727160501

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 as modified between the
parties (copy attached) together with the Addendum to Services
Agreement (copy also attached) to this Proposal.

The terms and conditions referenced in the immediately preceding
sentence do not apply where Customer and Stryker are parties to a
Master Service Agreement.

*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.

As of March 2020 stryker’

LIFEPAK® 15 service

Stryker has been notified by our global parts providers that some components used on certain LIFEPAK 15 monitor/defibrillator models (Part
Numbers beginning with V15-2) are no longer available in the market. Service on the LIFEPAK 15 with Part Number beginning with v15-5 or v15-7 is
unaffected.

Stryker will continue to offer service support for this subset of the LIFEPAK 15 as follows:
¢ All service parts with available inventory can be purchased by our end users

¢ Transactional service (time and material) is available for non-contract customers
o If a component has failed on your device, your local Sales Representative should be contacted for support

Contractual service
o Stryker will continue to offer contractual service on a yearly basis only

0 Preventive maintenance will continue to be done on devices less than eight (8) years old. After this point, we will cease to
conduct preventative maintenance and shift to device inspections

o Ifa component fails on your device, please contact your local Sales Representative for support. A pro-rated credit for any pre-
paid service will be provided should a unit become non-serviceable due to part availability

It is important to note that the LIFEPAK 15 has an expected life of eight (8) years from the date of manufacture. If you are uncertain of the
manufacture date of your products, please contact your local Sales Representative for a full fleet assessment.

We want to ensure the highest quality products and services for our customers. As such, it is important to know that Stryker is the only FDA-
approved service provider for our products. We do not contract with third party service providers, nor will we be providing them with any
additional parts for these repairs. As such, we cannot guarantee the safety and efficacy of any device that is repaired by a third-party service
agency.

|ProCare - PRODUCT SERVICE PLAN AGREEMENT CiTy of GLENDALE, AZ (DECEMBER 2022)

This document sets forth the entire Product Service Plan Agreement (“Agreement”) between Stryker Sales, LLC, through its Medical Division, hereinafter
referred toas "Stryker", and the CITY of GLENDALE, ARIZONA named on the face of the ProCare Proposal, 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 set forth in this document.
Customer's order and acceptance of any portion of the services shall confirm Customer's acceptance of these terms. Unless specified otherwise herein,
these terms constitute the complete agreement between the parties. Amendments to this document shall be in writing and no prior or subsequent
acceptance by Stryker of any purchase order, acknowledgment, or other document from Customer 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 ProCare Program(s) services (the “Services”) as defined on Page 1 of the ProCare Proposal (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 ProCare Proposal.

2. EQUIPMENT SCHEDULE CHANGES

During the term of the Agreement, upon each party's written consent, additional Equipment may be added to the Equipment Schedule. All additions are
subject to the terms and conditions contained herein. The parties shall mutually agree that Stryker shall adjust the charges and modify the Equipment
Schedule to reflect any additions.

3. INSPECTION SCHEDULING

Service inspections will be scheduled in advance at a mutually agreed upon time. 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 ACTIVITY
Oneach 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.

5. CUSTOMER OBLIGATIONS

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
in its operating rooms, where applicable, to allow Stryker to provide Services under this Agreement and represents that it will obtain all necessary consents
from patients.

6. SERVICE INVOICING

Invoices will be sent on the agreed payment method. All prices are exclusive of state and local use, sales or similar taxes. In states assessing upfront sales
and use tax, Customer's payments will be adjusted to include all applicable sales and use tax amortized over the Service Plan term using a rate that
preserves for Stryker, its affiliates and /or assigns, the intended economic yield for the transaction described in this Agreement. All invoices issued under
this Agreement are to be paid within thirty (30) days of the date of the invoice, or the minimum period as may be established under the Customer's state-
mandated regulations, Failure to comply with Net 30 Day (or state regulated) terms will constitute breach of contract and future Service will only be made
on a prepaid or COD basis, or until the previous obligation is satisfied, or both. Stryker reserves the right, with no liability to Stryker, to cancel this
Agreement due to payment default.

7. PRICE CHANGES
The Service prices specified herein are those in effect as of the date of acceptance of this Agreement and will continue in effect throughout the term of the
Service Plan.

8. INITIAL INSPECTION
This Agreement shall be applicable only to such Equipmentas 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.

9, MAINTENANCEINSPECTION

THIS AGREEMENT MAY INCLUDE PRODUCTS WHICH ARE BEYOND THEIR WARRANTY PERIOD AND TESTED EXPECTED SERVICE LIFE. ANY SUCH
PRODUCT WILL BE INSPECTED SOLELY 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.

10. 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
materially 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: (a) 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; (b) accidents; (c) catastrophe; (d) acts of god; (e) any malfunction resulting from faulty maintenance,
improper repair, damage and/or alteration by non-Stryker authorized personnel; (f) Equipment on which any original serial numbers or other
identification marks have been removed or destroyed; or (g) Equipment that has been repaired with any unauthorized or non-Stryker parts/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.

11. WAIVER EXCLUSIONS

No failure to exercise and no delay by Stryker in exercising any right, power or privilege hereunder shall operate as a waiver thereof. No waiver of any
breach of any provision by Stryker shall be deemed to be a waiver by Stryker of any preceding or succeeding breach of the same or any other provision. No
extension of time by Stryker for performance of any obligations or other acts hereunder or under any other agreement shall be deemed to be an extension
of time for performances of any other obligations or any other acts by Stryker.

12. LIMITATION OF LIABILITY

EXCEPT FOR THIRD PARTY DAMAGES RELATED TO STRYKER’S INDEMNITY OBLIGATIONS UNDER SECTION 13, STRYKER’S LIABILITY ARISING UNDER
‘THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF SERVICE FEES PAID UNDER THE SERVICE PLAN 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.

13. INDEMNIFICATION

Stryker shall indemnify and hold harmless Customer from any loss or damage brought by a third party which Customer may suffer directly as a result of
the 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 from: (a) an injury or damage due to the negligence of any person other than Stryker's employee or agent; (b) 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;
(c) 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 (d) any actions taken or omissions made by any Stryker employee while under the direction or control
of Customer’s staff. To the extent permitted by state or local laws or regulations, Customer agrees to hold Stryker harmless from and indemnify Stryker
for any claims or losses or injuries arising from (a)-(d) above resulting from Customer's or its employees’ or agents’ actions.

14, TERM AND TERMINATION

The Agreement shall commence on the date indicated on Page 1 of the Stryker Proposal entered into between the parties and shall continue until Stryker
ceases to provide Services or the Agreement is canceled by either party by giving a ninety (90) days prior written notice of any such cancellation to the
other party. If this Agreement is canceled during or before the expiration date of the Agreement, Customer will owe for the months covered up to the
cancellation date of the Agreement and for any parts, labor, and travel charges, required to maintain Equipment, exceeding that already paid during the
Agreement. In the event Customer has pre-paid for the services hereunder, any unused amount as of the date of cancellation shall be returned to the
Customer on a pro-rata basis.

15, 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, parts, equipment or transportation, governmental orders, restrictions,
priorities or rationing, accidents and strikes, lockouts or other labor trouble or shortage.

16. INSURANCE REQUIREMENTS

Stryker shall maintain the following insurance coverage during the term of the Agreement: (i) commercial general liability insurance, including products
and completed operations liability coverage, with limits of $1,000,000.00 per occurrence and $2,000,000.00 annual aggregate covering Stryker's liability
for bodily injury, personal injury, and property damage; (ii) commercial automobile liability insurance with a combined single limit of $1,000,000.00 per
accident covering Stryker’s liability for bodily injury and property damage arising out of Stryker’s use of owned, hired, and non-owned vehicles; and (iii)
worker's compensation insurance as required by applicable law and employer's liability insurance subject to limits of $1,000,000 per accident and
$1,000,000 per employee and policy limit for disease covering Stryker’s liability for work-related injuries to all Stryker employees, At Customer's written
request, certificates of insurance shall be provided by Stryker prior to commencement of the Services at any premises owned or operated by Customer.
Notwithstanding any requirements hereunder to the contrary, to the extent permitted by applicable laws and regulations, Stryker shall be permitted to
meet the above requirements through a program of self-insurance.

17. WARRANTY OFNON-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. 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.

18. COMPLIANCE

Stryker, as supplier/servicer, hereby informs Customer of Customer's obligation to make all reports and disclosures required by law 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. 962499) 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.

19, CONFIDENTIALITY
To the extent permitted by law, the parties hereto (a) 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.

20. HIPAA; DATA

(a) 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.

(b) Customer acknowledges and agrees that Stryker may use any data arising from or related to the performance or use of the Equipment or Services.

21. MISCELLANEOUS

Neither party may assign or transfer their rights and/or benefits under this Agreement without the prior written consent of the other party, except that
either party shall have the right to assign this Agreement or any rights under or interests in this Agreement to any parent, subsidiary or affiliate. All of
the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and be enforceable by permitted successors and assigns of
the parties to this Agreement. This Agreement shall be construed and interpreted in accordance with the laws of the state where Customer is located. The
invalidity, in whole or in part, of any of the foregoing paragraphs, where determined to be illegal, invalid, or unenforceable by a court or authority of
competent jurisdiction, will not affect or impair the enforceability of the remainder of the Agreement. This Agreement constitutes the entire agreement
between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations and agreements between the parties concerning
the subject matter of this Agreement. In the event of an inconsistency or conflict between this Agreement and any purchase order, invoice, or similar
document, this Agreement will control. Any inconsistency or conflict between the terms of this Agreement and a Service Plan shall be resolved in favor of
the Service Plan. The sections entitled Limitation of Liability, Indemnification, Compliance, Confidentiality and Miscellaneous of this Agreement shall
survive its termination or expiration.

ADDENDUM to STRYKER SERVICES AGREEMENT PROPOSAL ID # 220727160501 -
HEART MONITORS/ DEFIBRILLATORS (“Agreement”)

The City of Glendale, Atizona (“City”) and STRYKER SALES, LLC through its
Medical Division (fka Stryker Sales Corporation) (“Contractor”) further agree as follows:

I. Conflicts. Contractor acknowledges this Agreement is subject to A.R.S. § 38-511,
which allows for cancellation of this Agreement in the event any person who is significantly
involved in initiating, negotiating, securing, drafting, or creating the Agreement on City's
behalf is also an employee, agent, or consultant of any other patty to this Agreement.

Il. Lack of Appropriations. Nothing in this Agreement guarantees that some ot all of
the funds necessary to comply with all of the City’s obligations under this Agreement will be
appropriated or otherwise be available. The City agrees to seek such appropriations in good
faith from the City Council and agrees not to use the lack of appropriation as a substitute for
termination for convenience. If sufficient funds are not appropriated or otherwise available,
the City may unilaterally terminate this Agreement after providing thirty (30) days written
notice. In the event the City provides such notice, the City will not be entitled to a refund or
offset of any amounts previously paid but will not pay any amounts that become due after
providing such notice.

Ill. E-verify, Records and Audits. To the extent applicable under A.RS. § 41-4401, the
Contractor warrant their compliance and that of its subcontractor with all federal immigration
laws and regulations that relate to their employees and compliance with the E- verify
requirements under A.R.S. § 23-214(A). The Contractor or subcontractor’s breach of this
warranty shall be deemed a material breach of the Agreement and may result in the termination
of the Agreement by the City under the terms of this Agreement. The City retains the legal
tight to randomly inspect the papers and records of the other patty to ensure that the other
patty is complying with the above-mentioned warranty. The Contractor and subcontractor
warrant to keep their respective papers and records open for random inspection during normal
business hours by the other party. The parties shall cooperate with the City’s random
inspections, including granting the inspecting party entry rights onto their respective properties
to perform the random inspections and waiving their respective rights to keep such papers
and records confidential.

IV. Attestation of PCI Compliance. Intentionally Omitted as N/A to a Service Contract.

Vv. No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are
applicable, the parties hereby certify that they are not currently engaged in, and agree for the
duration of the Agreement to not engage in, a boycott of goods or services from Israel, as that
term is defined in A.R.S § 35-393.

VI. Dispute Resolution. Any controversy or claim arising out of or relating to this

contract, ot the breach thereof, shall be settled by arbitration administered according to the
American Arbitration Association’s Commercial Arbitration Rules, and judgment on the award
rendered by the arbitrator may be entered in any court having jurisdiction thereof.

VII. Non-Disctimination. Contractor must not discriminate against any employee or
applicant for employment on the basis of race, colot, religion, sex, national origin, age, marital

Stryker-Glendale AZ — FINAL (12-12-2022) 1

status, sexual orientation, gender identity or expression, genetic characteristics, familial status,
US. military veteran status or any disability. Contractor will require any Sub- contractor to be
bound to the same requirements as stated within this section. Contractor, and on behalf of
any subcontractors, warrants compliance with this section.

VII. Governing Law and Venue. This Agreement and Addendum shall be governed by
and enforced using the law of the State of Arizona. The patties agree that any judicial action
brought to enforce the terms and conditions of this Agreement shall be brought in a court of
competent jurisdiction in Maricopa County, Arizona.

IX. Addendum and Agreement Conflict. In the result of any conflict between the
Agreement and this Addendum, the terms of this Addendum shall prevail.

CITY OF GLENDALE: CONTRACTOR: Stryker Sales, LLC, through

its Medical Division

S2.

By:Kevin R. Phelps By: Tom Tackabury .

Its:City Manager Its: Sr. Sales Manager, ProCare
Dec. Zy 2022

Date Date

ATTEST:

Julie K. Bower
City Clerk

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

Stryker-Glendale AZ — FINAL (12-12-2022) 2