HomeMy WebLinkAbout064199 - General - Contract - Stryker Sales, LLCFORT WORTH CSC No. 64199
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between Stryker Sales,
LLC. ("Vendor") and the City of Fort Worth ("City"), a Texas home-rule municipality, individually
referred to as "Party" and collectively as the "Parties."
The Cooperative Purchase Agreement includes the following documents which shall be construed in the
order of precedence in which they are listed:
1. This Cooperative Purchase Agreement;
2. Exhibit A— Sawik Buying Group Contract Pricing List
3. E�iibit B— Cooperative Agency SAVVIK Buying Group Contract No. 2024-04; and
4. Exhibit C— Conflict of Interest Questionnaire
E�iibits A, B, and C, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. Vendor agrees to provide City with the services and goods included in
E�iibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all
exhibits thereto. If any provisions of the attached Exhibits conflict with the terms herein, are prohibited
by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this
Cooperative Purchase Agreement shall control.
City shall pay Vendor in accordance with the payment terms in Exhibit A and in accordance with
the provisions of this Agreement. Total annual payment made under this Agreement by City shall
not exceed One Hundred Thousand dollars ($100,000.00) Vendar shall not provide any additional
items or services or bill for expenses incurred for City not specified by this Agreement unless City
requests and approves in writing the additional costs for such services. City shall not be liable for any
additional expenses of Vendor not specified by this Agreement unless City first approves such expenses
in writing.
The term of this Agreement is effective beginning on the date signed by the Assistant City
Manager ("Effective Date") and expires on June 30, 2026 with one renewal option in keeping with the
underlying cooperative agreement. City or Vendor may terminate this Agreement at any time and for any
reason by providing the other party with 30 days' written notice of termination.
Vendor agrees that City shall, until the expiration of three (3) years after final payment under this
Agreement, or the final conclusion of any audit commenced during the said three years, have access to
and the right to examine at reasonable times any copies of directly pertinent books, documents, papers
and records, including, but not limited to, all electronic records, of Vendor involving transactions relating
to this Agreement at no additional cost to City. City shall give Vendor reasonable advance notice of
intended audits.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives or (2) received by the other party by United States Mail, registered, return receipt
requested, addressed as follows:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
To CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102
With copy to Fort Worth City Attorney's Office at the
same address
To VENDOR:
Stryker Sales, LLC.
Kenny Stiverson
1941 Stryker Way
Portage, MI 49002
Email: ken.stiverson@stryker.com
With copy to Stryker's Legal Team:
Attn: Legal Team
11811 Willows Rd NE
Redmond, WA 98052
Email: USContracts@stryker.com
City is a government entity under the laws of the State of Texas and al1 documents held or
maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the
Agreement requires that City maintain records in violation of the Act, City hereby objects to such
provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect.
In the event there is a request for information marked Confidential or Proprietary, City shall promptly
notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A
determination on whether such reasons are sufficient will not be decided by City, but by the Office of the
Attorney General of the State of Texas or by a court of competent jurisdiction.
The Agreement and the rights and obligations of the parties hereto shall be governed by, and
construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of
law provisions. Venue for any suit brought under the Agreement shall be in a federal court of competent
jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state
law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are
hereby deleted from the Agreement and shall have no force or effect.
Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement
requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted
and shall have no force or effect.
To the extent the Agreement, in any way, requires City to indemnify or hold Vendor or any third
party harmless from damages of any kind or character, City objects to these terms and any such terms
are hereby deleted from the Agreement and shall have no force or effect.
With the exception of Vendor's indemnification obligations as set forth in the Agreement, in no
instance will Vendor be liable to the City for incidental, punitive, special, cover, exemplary, multiplied
or consequential damages for any actions under or related to this Agreement.
If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section
does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government
Code, the City is prohibited from entering into a contract with a company for goods or services unless
the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2)
will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the
meanings ascribed to those terms in Chapter 2271 of the Texas Government Code. By signing this
Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor:
(1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement.
10/20/2025
EXHIBIT B
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EAGLE COUNTY
SERVICES
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��►��.Puhli� Safety Asso�iation In� �ryker
�J WOR�cILG FU� YOU
AGREEMENT
This Agreement is effective June 30, 2024, by and between Eagle County Health Service District, dba
Eagle County Paramedic Services (the "Principal Procurement Agency"), Public Safety Association Inc
(the "Company") and Stryker Sales LLC, through its Medical Division. (the "Supplier").
RECITALS
A. The Company, on behalf of the Principal Procurement Agency, issued a Request for Bid for
Stretchers and Power Cots, RFB #2024-04 ("RFB"), soliciting bids for the supply and support of
Stretchers and Power Cots.
B. Supplier duly submitted proposal in response to the RFB ("RFB Response"), which outlines
Supplier's agreement to or exceptions with the RFB.
C. The Principal Procurement Agency, Company and Supplier have negotiated certain amendments
or exceptions to the RFB and RFB Response, and desire to enter into this Agreement with the
intent of inemorializing the final terms of the parties' agreement.
AGREEMENT
In consideration of the provisions, representations, warranties, covenants and agreements contained in
this Agreement, the parties agree to the terms set forth in this Agreement.
A�reement: The parties agree that this Agreement, together with the RFB, the Notice to Bidders
dated and published on March 28, 2024 and Apri14, 2024, the RFB Response, together with all
documents specifically referred to therein, as gathered and compiled in that certain binder entitled
"Eagle County Paramedic Services, Public Safety Association Inc and Stryker Sales LLC,
through its Medical Division" attached hereto (together, all such documents shall be referred to
herein as the "Contract Documents"), shall constitute the binding agreement between the
Principal Procurement Agency, Company and Supplier for Supplier's provision of products and
services to the Company pursuant to the terms therein.
2. Entire A,�reement: The parties agree that this Agreement, together with the Contract Documents,
represent the only agreement among the parties concerning the subject matter thereof and
supersedes all prior agreements, whether written or oral, relating thereto.
Modifications: No purported amendment, modification or waiver of any provision in the
Agreement and the Contract Documents shall be binding unless set forth in a written document
signed by all parties (in case of amendment and modifications) ar by the party charged thereby (in
the case of waivers). Any waiver shall be limited to the provision hereof and the circumstance or
event specifically made subject hereto and shall not be deemed a waiver of any other term hereof
or of the same circumstance or event upon any recurrence thereof.
4. Term of A�reement: This agreement is set to expire June 30, 2027.
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on June 30, 2024.
Eagle County Health Service District
dba, Eagle County Paramedic Services
(the "Principal Procurement Agency")
. Vv�`�V'�"-
By.
Printed Name: Steve Vardaman
Its: Operations Manager
Public Safety Association Inc
(the "Company")
By:
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Printed: Dane Meyer
Its: President
Stryker Sales LLC, through its Medical Division
By; ��`�""� "( - `
(the "Supplier")
Printed Name: Kathryn Janecke
Its:
Senior Director, Commercial Operations
2
Stryker Sales, LLC
N/A
N/A
N/A N/A
N/A N/A
N/A
N/A
10/21/2025
CONFLICT OF INTEREST �UESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Govemment Code may be found at http:+:Www.statutes.Iegis.state.tx_us'
Docs� LG� htm•'LC� 176. htm. For easy reference. below are some of the secUons c�ted on ihis form.
Local Government Code 6176.001(1-al: "Business relatronship" means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
I:A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an
agency of a federal, state, or local governmental entity;
(B) a transactfon conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and
that is subject to reaular examinatfon by, and reporting to. that agency.
Local Govemment Code 6176.003(a)(2)(A1 and (B):
; a;� A l��a; qovemment o�ficer sha,� file a conflicts disclosure statementwith respect to avendor �f:
(2} thevendor:
(A) has an employment or other business relationship with the local go�ernment off�cer or a
family member of the o�cer that resutts in the officer or family member receivmg taxable
income. other than investment income. that exceeds $2.500 during the 12-month period
precedi�g the date that the officer becomes aware that
(i) a contract between the local governmental entity andvendor has been executed;
or
(iij the local governmental entity is considering entering into a contract with the
vendor:
( B> has given to the local govemment officer or a famity member of the officer one or more gifts
that have an aggregate vafue of more than $100 in the 12-month period preceding the date the
officer becomes aware that:
(i) a contract between the local grnernmental entity and vendor has been executed; or
(ii) the locai governmental enUty is considering entering into a contract with the vendor.
Local Government Code & 176.006(a) and (a•11
�a) A vendor shall fiie a complete,� conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entiry ar,d
j 1 y has an employment or other business relationship with a local government off�cer ot that local
governmental entiry, or a famity member of the officer. described by Section 176_003(aj(2j(Aj;
(2) has given a local government officer of that local gwernmental entity, or a family member of the
ofhcer, one or more grfts with the aggregate value specified by Section 176.003(a)(2)(B), exduding arry
gift described by Section 176.003(a-11: or
t3 i has a fam�ty relationship with a local govemment officer of that local gwernmental entity
(a-1) The completed conflict of interest q�estionnaire must be filed with the appropriate records administrator
not later than the seventh business day after the later of=
(1) the date that the vendor:
(A'1 begins discussions or negotiations to enter into a contract with the tocal gavemmental
entity; or
( B> submits to the local gaernmental entity an applicaUon, response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
govemmental entity; or
(2) the date the vendor becomes aware:
(Ai of an employment or other business relanonship with a local government officer. or a
family member of the otticer, c3escnbed by Subsection (a):
(B) that ihe vendor has given one or more gifts desc�bed by Subsection (a1; or
f C) of a family relationship �nntt� a local govemment officer.
Form praided by Texas Ethics Commission www.ethics.state.tx.us Re,nsed v•:��=�