Linking Agreement with Stryker Sales, LLC
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1 10/05/2023 LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND STRYKER SALES, LLC This Linking Agreement (“Agreement”) is entered into as of this 25th day of June, 2024, between the City of Glendale, an Arizona municipal corporation (“City”), and Stryker Sales, LLC through it's Medical Division, a Michigan Limited Liability Company, authorized to do business in Arizona (“Contractor”), collectively, the “Parties.” RECITALS A. On September 15, 2023, a member of the Sourcewell, entered into a contract with Contractor to purchase the goods and services described in Contract 041823 (“Cooperative Agreement”), which is attached hereto as Exhibit A. The Cooperative Agreement allows its cooperative use by other governmental agencies, including the City. B. Section 2-149 of the City’s Procurement Code permits the Materials Manager to procure goods and services by participating with other governmental units in cooperative purchasing agreements when the best interests of the City would be served. C. Section 2-149 also provides that the Materials Manager may enter into such cooperative agreements without meeting the formal or informal solicitation and bid requirements of Glendale City Code Sections 2-145 and 2-146. D. The City wishes to contract with Contractor for supplies or services identical to those being provided to other units of government under the Cooperative Agreement. Contractor consents to the City’s cooperative use of the terms and conditions of the Cooperative Agreement, and agrees to provide the supplies and services set forth in the Statement of Work appended hereto as Exhibit B. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated by reference, and the covenants and promises contained in this Linking Agreement, the parties agree as follows: 1. Term of Agreement. A. As provided in the Cooperative Agreement, purchases can be made by governmental entities from the date of award, which was September 15, 2023, until the date the contract terminates on June 30, 2027, unless the term is extended by mutual agreement of the parties to the Cooperative Agreement. The Cooperative Agreement, however, may not be extended beyond June 30, 2027. The initial period of this Agreement is the period from the Effective Date of this Agreement until June 30, 2027. 2. Scope of Work; Terms, Conditions, and Specifications. A. Contractor shall provide City the supplies and/or services identified in the Scope of Work attached as Exhibit B. 2 10/05/2023 B. Contractor agrees to comply with all the terms, conditions and specifications of the Cooperative Purchasing Agreement. Such terms, conditions and specifications are specifically incorporated into and are an enforceable part of this Agreement. 3. Compensation. A. City shall pay Contractor compensation at the same rate and on the same schedule as provided in the Cooperative Purchasing Agreement, which is attached hereto as Exhibit C. B. The total purchase price for the supplies and/or services purchased under this Agreement shall not exceed Two Million Five Hundred Thousand dollars ($2,500,000.00) for the entire term of the Agreement (initial term plus any extensions). 4. Cancellation. This Agreement may be cancelled pursuant to A.R.S. § 38-511. 5. Non-discrimination. Contractor must not discriminate against any employee or applicant for employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual orientation, gender identity or expression, genetic characteristics, familial status, U.S. 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. 6. Insurance Certificate. A certificate of insurance applying to this Agreement must be provided to the City prior to the Effective Date. 7. E-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the requirements of A.R.S. § 41-4401. 8. 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. 9. Uyghur Forced Labor Prevention Act (UFLPA). Contractor certifies that it does not currently, and during the term of this Agreement, will not use: a. the forced labor of ethnic Uyghurs in the People’s Republic of China; b. any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China; and c. any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 10. Attestation of PCI Compliance. When applicable, the Contractor will provide the City annually with a Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an officer of Contractor with oversight responsibility. 11. Notices. Any notices that must be provided under this Agreement shall be sent to the Parties’ respective authorized representatives at the address listed below: 3 10/05/2023 10. Attestation of PCI Compliance. When applicable, the Contractor will provide the City annually with a Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an officer of Contractor with oversight responsibility. 11. Notices. Any notices that must be provided under this Agreement shall be sent to the Parties’ respective authorized representatives at the address listed below: City of Glendale c/o Tim Pirtle, Assistant Chief 11550 W. Glendale Avenue Glendale, AZ 85307 and Stryker Sales, LLC., through it's Medical Division Jennifer N. Collins 11811 Willows Rd. NE Redmond, WA 98052 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year set forth above. “City” “Contractor” City of Glendale, an Arizona Stryker Sales, LLC., through it's Medical Division, municipal corporation a New Jersey Limited Liability Company By: ____________________________ Kevin R. Phelps City Manager By: Name: Jennifer N. Collins Title: Manager, Strategic Contracts and Pricing ATTEST: ___________________________ Julie K. Bower (SEAL) City Clerk APPROVED AS TO FORM: ___________________________ Michael D. Bailey City Attorney LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND STRYKER SALES, LLC EXHIBIT A CONTRACT 041823 LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND STRYKER SALES, LLC EXHIBIT B Scope of Work Purchase Equipment, Products and Service on this Agreement (including warranties and maintenance) for Emergency Services on an as needed basis. Please see attached quote. stryker Glendale Fire Department - LP35 x39, 3 Years ProCare Quote Number: 10931759 Quote Date: Expiration Date: 6/4/2024 7/4/2024 Remit To: Rep: Email: St,yker Sales, LLC 21343 NETWORK PLACE ClllCAGO, IL 60673-1213 USA Phone Number: Lindsey Herman lindsey.herman@stzyker.com (509) 954-0739 Delivery Address Name: CllY OF GLENDALE FIRE DEPARTMENT Account#: 20036551 Address: 6210 W MYRTLE AVE GLENDALE Arizona 85301-1700 Equipment Products: # Product 1.0 2.0 3.0 4.0 5.0 6.0 Trade In Credit: Product Data Solutions: # Product 7.0 11150-000020 8.0 81000001 ProCare Services: # Product 9.0 Price Totals: Sold To - Shipping Name: GLENDALE REG TRAINING FACILllY Account#: 20041253 Address: 11550 W GLENDALE AVE GLENDALE Arizona 85307-5600 Description U/M UFEPAK 35 Monitor/Defib: Manual and AED, Noninvasive PCE Pacing, Sync Mode, cprlNSIGHT, 12/15-lead ECG, SpO2, SpCO, EtCO2, NIBP, Trending, Bluetooth, Wi-Fi. Incl: 2 Batts, 1 Therapy Cable, 1 QC Electrodes, 1 Test Load LIFEPAK FLEX Battery Charger PCE UFEPAK FLEX Lithiom-lon Battery PCE UFEPAK Printer Kit PCE LIFEPAK Full Bags PCE LIFEPAK Should Strap PCE Description TRADE-IN-STRYKER LP15V4 TOW ARDS PURCHASE OF LIFEPAK 35 Description KIT, MODEM, NA, LP35 EMS LIFENET PRO TIER 2 48 Months Description PROCARE PREVENT 36 Months SERVICE Bill To Account Name: Account#: Address: 39 39 78 39 39 39 Equipment Total: Qty 37 TradeÃn Total: Qty 39 Sell Price $47,288.00 $2,550.00 $850.00 $2,550.00 $510.00 $63.00 Credit Each $(6,500.00) Sell Price $1,350.00 $2,000.00 Data Solutions Total: Qty Sell Price 39 $1,899.00 ProCare Services Total: Eatlmated Sales Tax (9.2%): Freight/Shipping: Grand Total: •• Pricing reflective of Sourcewell contract 041823-STY. City of Glendale - account# 110342** CllY OF GLENDALE FIRE DEPARTMENT 20036551 6210 W MYRTLE AVE GLENDALE Arizona 85301-1700 Total $ 1,844,232.00 $ 99,450.00 $ 66,300.00 $ 99,450.00 $ 19,890.00 $ 2,457.00 $ 2,131, 779,00 Total $ (240,500.00) $ (240,500.00) Total $52,650.00 $8,000.00 $ 60,650.00 Total $222,183.00 $ 222,183.00 $ 179,577.47 $ 2,353,689.47 LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND STRYKER SALES, LLC. EXHIBIT C METHOD AND AMOUNT OF COMPENSATION Per Section 3 of this Agreement. NOT TO EXCEED AMOUNT The total amount of compensation paid to Contractor for full completion of all work required by the Statement of Work must not exceed $2,500,000.00 for the entire term of the Agreement. DETAILED PROJECT COMPENSATION The term of the agreement commences upon the effective date and continues for the full term including all extensions.