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HomeMy WebLinkAboutStryker Sale; 2025-09-18;Docusign Envelope ID: 2171275A-B521-42C5-8F2D-1A01 F4A4F261 MAINTENANCE SERVICES AGREEMENT FOR GURNEYS WITH STRYKER SALES, LLC THIS AGREEMENT is made and entered into as of the 18th day of Sept. 20 25, by and between the City of Carlsbad, California, a municipal corporation ("City") and Stryker Sales, a limited liability company ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in emergency and medical equipment maintenance and repairs ("Services"). B. Contractor is duly qualified and has the necessary experience to provide the Services. C. Contractor submitted a proposal (attached hereto as Exhibit "B") to the City and affirmed its willingness and ability to perform the work ("the Proposal"). In the event of a conflict between this Agreement and the Proposal, the terms of this Agreement shall prevail. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this Agreement, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for four (4) additional one (1) year(s) or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term is set forth in Exhibit B but shall not exceed forty-five thousand dollars ($45,000.00). No other City Attorney Approved Version 5/30/2025 Page 1 Docusign Envelope ID: 2171275A-B521-42C5-8F2D-1A01 F4A4F261 compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed forty-five thousand dollars ($45,000.00) per Agreement year. Payment terms are NET 30 unless provided otherwise in Exhibit "A." Incremental payments, if applicable, should be made as outlined in Exhibit B. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to this Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. INDEMNIFICATION Contractor agrees to defend (with counsel approved by City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all third party claims, or damages, losses and expenses including attorneys fees originating from third party claims, arising out of the performance of the work described in this Agreement caused by any negligence, or willful misconduct of Contractor, any subcontractor, or anyone directly or indirectly employed by any of them. The foregoing indemnification will not apply to any Claims arising from: (i) an injury or damage due to the negligence of any person other than a Contractor employee or agent; (ii) the failure of any person other than a Contractor employee or agent to City Attorney Approved Version 5/30/2025 Page 2 Docusign Envelope ID: 2171275A-B521-42C5-8F2D-1A01 F4A4F261 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 Contractor; or (iv) any equipment or any part thereof that has been modified, altered or repaired by any person other than Contractor's employee or agent If Contractor's obligation to defend, indemnify, and/or hold harmless arises out of Contractor's performance as a "design professional" (as that term is defined under California Civil Code Section 2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, Contractor's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor's liability for such claim, including the cost to defend, shall not exceed Contractor's proportionate percentage of fault. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 9. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees, or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California, unless Contractor chooses to self-insure by utilizing equivalent coverage to that which is set forth in the attached Certificate of Insurance. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 9.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated in the attached Certificate. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to City as an additional insured. 9.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal and advertising injury, with limits no less than $2,000,000 per occurrence. City Attorney Approved Version 5/30/2025 Page 3 Docusign Envelope ID: 2171275A-B521-42C5-BF2D-1A01 F4A4F261 9.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 9.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 9.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. 9.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 9.2.1 City will be named as an additional insured on Commercial General Liability. 9.2.2 If Contractor maintains higher limits than the minimums shown above, City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to City. 9.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 9.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. If there is any conflict between the Certificate of Insurance and this Agreement, the Certificate of Insurance shall prevail. 9.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 11. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and City Attorney Approved Version 5/30/2025 Page 4 Docusign Envelope ID: 2171275A-B521-42C5-8F2D-1A01 F4A4F261 any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 12. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For Cit~: For Contractor: Name Nate Pearson Name Tom Tackabury Title Division Chief Title Sr. Sales Manager Dept Fire Department Address 3800 E. Centre Ave. PORTAGE, Ml 49002 Address 2560 Orion Way Phone 248 860 3540 Carlsbad, CA 92010 Email Tom.tackabury@stryker.com Phone 442-339-2141 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 13. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes □ No rgJ 14. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 15. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor's vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB City Attorney Approved Version 5/30/2025 Page 5 Docusign Envelope ID: 2171275A-B521-42C5-8F2D-1A01 F4A4F261 Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced- clean-fleets. 16. DISCRIMINATION HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation. 17. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. Nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 18. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has ten (10) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 19. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. City Attorney Approved Version 5/30/2025 Page 6 Docusign Envelope ID: 2171275A-B521-42C5-8F2D-1A01F4A4F261 20. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement in paragraph 17 and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City prevails pursuant to a claim under the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 21. JURISDICTION AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 22. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 23. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 24. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or'contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. City Attorney Approved Version 5/30/2025 Page 7 Docusign Envelope ID: 2171275A-B521-42C5-8F2D-1A01F4A4F261 26. PRODUCT MAINTENANCE City is required to adhere to the routine maintenance instructions provided by Contractor, its equipment and operations manuals, and accompanying labels and/or inserts for each item of Equipment. City covenants and agrees that its appropriate user personnel will follow the instructions and contents of those manuals, labels and inserts. 27. CITY OBLIGATIONS City will use commercially reasonable efforts to cooperate with Contractor in connection with Contractor's performance of the Services. 28. 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 Contractor in its sole discretion are as follows: (1) 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; {2} catastrophe, fire, flood or act(s) of God; {3} damage resulting from faulty maintenance, improper storage, repair, handling or improper use (including use of non-Contractor accessories or consumables), damage and/or alteration by non-Contractor-authorized personnel; (4) equipment on which any original serial numbers or other identification marks have been removed or destroyed; (5) 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; {6} service Contractor cannot perform because the Equipment has been discontinued or its parts have been discontinued or made obsolete; {7} service to the Equipment if the Equipment or the Equipment site is contaminated with potentially infectious substances; (8) Equipment that has been repaired or used with any unauthorized or non-Contractor components or by an unauthorized or non-Contractor third party; {9} any Services provided by the Contractor Medical division do not include batteries or mattresses; {10) any Services provided for Equipment used for Navigation does not include: (a) parts, labor & travel associated with hardware or instrument upgrades needed to accommodate software upgrades, and (b) products associated with or required for use to accommodate software upgrades; or {11) any Services provided by Contractor 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. City agrees to provide personal protective equipment ("PPE") to OnSite/Clinical Specialists. 29. LIMITATION OF LIABILITY Contractor'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 twice the amount of the service fees paid by city in the 12 month period immediately preceding the claim. Neither party will be entitled to, nor will City Attorney Approved Version 5/30/2025 Page 8 Docusign Envelope ID: 2171275A-B521-42C5-8F2D-1A01F4A4F261 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. [SIGNATURES ON FOLLOWING PAGE] City Attorney Approved Version 5/30/2025 Page 9 Docusign Envelope ID: 2171275A-B521-42C5-8F2D-1A01F4A4F261 IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above. CONTRACTOR Stryker Sales, a limited liability company By: (sign here) LARA MORDOH, Director of Finance By: (sign here) CITY OF CARLSBAD, a municipal corporation of the State of California By: MICHAEL CALDERWOOD, Fire Chief ATTEST: SHERRY FREISINGER, City Clerk By: Deputy City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney By: _J_UA,ltU_·[t,r_r_n_vw.,, ___ _ Sr. Assistant City Attorney City Attorney Approved Version 5/30/2025 Page 10 Docusign Envelope ID: 2171275A-B521-42C5-8F2D-1A01F4A4F261 EXHIBIT A SCOPE OF SERVICES AND FEE Contractor will perform the repair and maintenance services through its ProCare Preventative Maintenance Service Plan (collectively, the "Services") to Capital Equipment ("Equipment") rendered in connection with the Proposal and outlined below: The Services include: • Stryker-trained service specialist • Annual inspection service • 2-hour call-back time • Loaner device during preventative maintenance or repair • Software updates • Discounts on upgrades • Documentation for governing bodies The Services excludes: • Replacement parts • Labor and travel expenses for repairs The Equipment includes: Line Item Equipment Item# Qty Price Total 1.0 6507 Power Pro 2, High Config 650705550001 9 $316.00 $2,844.00 2.0 MTS Power Load 639005550001 7 $504.00 $3,528.00 Line Item Serial Number Line Item Serial Number 1.0 2307003875 2.0 2306012400059 1.0 2307003878 2.0 2306012400060 1.0 2307003612 2.0 2306012400025 1.0 2309000733 2.0 2306012400037 1.0 2309000734 2.0 2307012400039 1.0 2309000735 2.0 2307012400147 1.0 2309000737 2.0 2310012400063 1.0 2309000738 1.0 2309000739 City Attorney Approved Version 5/30/2025 Page 11 Docusign Envelope ID: 2171275A-B521-42C5-BF2D-1 A01 F4A4F261 stryker EXHIBIT B PROPOSAL One Year PM Quote Number: Version: Prepared For: GPO: Quote Date: Expiration Date: Contract Start: Contract End: 11066964 CARLSBAD FIRE DEPT ADMIN OFFICE Attn: CUSTOMER CONTRACT 02/12/2025 03/14/2025 01/26/2025 01/25/2026 Delivery Address Sold To -Shipping Name: CARLSBAD FIRE DEPT ADMIN Name: OFFICE Account#: 20004343 Account#: Address: 2560 ORION WAY Address: CARLSBAD California 92010-7240 ProCare Products: # Product Description 1.0 POWERPRO-PROCARE PROCARE-SVC-POWERPRO 2.0 POWERLOAD-PROCARE PROCARE-SVC-POWER-LOAD Price Totals: Authorized Customer Signer (Printed) Date Rep: Email: Phone Number: Service Rep: Email: Craig Chandler craig.chandler@stryker.com Bill To Account CARLSBAD FIRE DEPT ADMIN Name: OFFICE CARLSBAD FIRE DEPT ADMIN OFFICE 20004343 Account#: 2560 ORION WAY Address: CARLSBAD California 92010-7240 Months Qty 12 9 12 7 ProCare Total: 20004343 2560 ORION WAY CARLSBAD California 92010-7240 Sell Price Total $316.00 $2,844.00 $504.00 $3,528.00 $6,372.00 Stryker Authorized Signature (Printed) Date This is not an Invoice Docusign Envelope ID: 2171275A-B521-42C5-8F2D-1 A01 F4A4F261 Line Item# 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 .Model Equipment Service Plan PROCARE-SVC-POWERPRO PROCARE-SVC-POWERPRO PROCARE-SVC-POWERPRO PROCARE-SVC-POWERPRO PROCARE-SVC-POWERPRO PROCARE-SVC-POWERPRO PROCARE-SVC-POWERPRO PROCARE-SVC-POWERPRO PROCARE-SVC-POWERPRO PROCARE-SVC-POWER-LOAD PROCARE-SVC-POWER-LOAD PROCARE-SVC-POWER-LOAD PROCARE-SVC-POWER-LOAD PROCARE-SVC-POWER-LOAD PROCARE-SVC-POWER-LOAD PROCARE-SVC-POWER-LOAD 2 Serial# 2307003875 2307003878 2307003612 2309000733 2309000734 2309000735 2309000737 2309000738 2309000739 2306012400059 2306012400060 2306012400025 2306012400037 2307012400039 2307012400147 2310012400063 Docusign Envelope ID: 2171275A-B521-42C5-8F2D-1 A01 F4A4F261 UNANIMOUS WRITTEN CONSENT OF THE BOARD OF MANAGERS OF STRYKER SALES, LLC IN LIEU OF A MEETING OF THE BOARD OF MANAGERS September 27, 2024 The undersigned, being all the members of the Board of Managers (the "Board of Managers") of Stryker Sales, LLC, a limited liability company organized and existing under the laws of the State of Michigan (the "Company"), acting pursuant to the Operating Agreement of the Company, hereby adopt, by this Unanimous Written Consent, the following resolutions with the same force and effect as if they had been unanimously adopted at a duly convened meeting of the Board of Managers and direct that this Unanimous Written Consent be filed with the minutes of the proceedings of the Board of Managers: Officer Updates RESOLVED, that, effective as of the date of this Unanimous Written Consent, J. Andres Cedron is hereby removed as an officer of the Company and shall no longer serve as the Vice President and Corporate Secretary of the Company; RESOLVED FURTHER, that, effective upon the removal of J. Andres Cedron as the Vice President and Corporate Secretaiy of the Company, Tina S. French be, and hereby is, elected, subject to termination for any reason, as the Vice President and Corporate Secretary of the Company, to serve in accordance with the Operating Agreement of the Company and at the discretion of the Board of Managers and to hold such office until her successor is elected and shall have qualified, or until Ms. French's prior resignation, death or removal; RESOLVED FURTHER, that, Viju S. Menon be, and hereby is, elected, subject to termination for any reason, as a Vice President of the Company, to serve in accordance with the Operating Agreement of the Company and at the discretion of the Board of Managers and to hold such office until his successor is elected and shall have qualified, or until Mr. Menon's prior resignation, death or removal; RESOLVED FURTHER, that, the following persons be, and hereby are, elected, subject to termination for any reason, to the offices of the Company set forth opposite their respective names, to serve in accordance with the Operating Agreement of the Company and at the discretion of the Board of Managers and to hold such office until their resignation, death or removal or until their successors are elected and shall have qualified: Name Title J. Andrew Pierce President Spencer S. Stiles Vice President Viiu S. Menon Vice President William E. Beny, Jr. Vice President, Finance Robert A. Cummings Vice President, Tax Lindsay C. Gardner Vice President, Treasurer Tina S. French Vice President and Corporate Secretary Austin Y. Ke Assistant Secretaiy Docusign Envelope ID: 2171275A-B521-42C5-BF2D-1A01F4A4F261 RESOLVED FURTHER, that, the foregoing persons shall, from and after the effectiveness of this Unanimous Written Consent, be the sole officers of the Company, and any other person serving as an officer of the Company shall be, and hereby is, removed from such capacity, effective upon the effectiveness of these resolutions. Authorized Representatives RESOLVED, that the Board of Managers deems it advisable and in the best interest of the Company to delegate certain individuals signature authority to act as representatives on the Company's behalf with respect to certain matters of the Company. The Board of Managers hereby grants those persons ( each, an "Authorized Representative") signature authority in matters relating to the respective divisions of the Company set forth next to their names below: Name Division Pat Campbell Endoscopy Caitlin Clark Endoscopy Brent Winslow Ladd Endoscopy Matt Moreau Endoscopy Andres Rosales Endoscopy Natalie Ward Endoscopy Dylan B. Crottv Instruments Leif Nilsen Instruments Thomas Chergey Joint Replacement Charlie Maher Joint Replacement Katherine Truppi Joint Replacement Arun Alakhramsing Medical Paul Bean Medical David Jacobson Medical Jessica L.Mathieson Medical Nicholas Mead Medical LaraMordoh Medical Anne L.Mullally Medical Scott Sagehorn Medical Christopher Terry Medical Emily Baculik Spine Keith Evans Spine Josh Johnson Spine Guillaume Joseph Spine Oonagh Lahiff Spine Gerard Perret Spine Charles Edward Robinson Spine Yann Dubourg Trauma & Extremities Colleen Flesher Trauma & Extremities Timothy Foss Trauma & Extremities Adam Kraus Trauma & Extremities Timothy Lanier Trauma & Extremities Shannon McGuire Trauma & Extremities Robert Moore Trauma & Extremities Kevin Smith Trauma & Extremities Eric Tamweber Trauma & Extremities Sara Leventon Neurovascular Docusign Envelope ID: 2171275A-B521-42C5-8F2D-1A01F4A4F261 RESOLVED FURTHER, that the authority granted to each Authorized Representative is for an indefinite time and shall only terminate upon action of the Board of Managers, or at such time as the Authorized Representative is no longer with the applicable division indicated above or is no longer employed by the Company or a company affiliated with the Company; and RESOLVED FURTHER, the authority hereunder be deemed retroactive and any and all acts authorized hereunder performed by the Authorized Representative prior to the adoption of these resolutions be, and they hereby are, ratified confirmed and approved in all respects. General Resolutions RESOLVED, that the officers of the Company are authorized and empowered to execute all such additional instruments and documents in the name and on behalf of the Company to effectuate this Unanimous Written Consent, and to pay all such costs and expenses as in their judgment shall be necessary, proper or advisable in order to cany out the intent and accomplish the purposes of this Unanimous Written Consent, and to take all such further action as shall, in their judgment, be necessary or appropriate in order to carry out the intent and accomplish the purposes of this Unanimous Written Consent, the approval thereof to be conclusively evidenced by the taking of such action; RESOLVED FURTHER, that all actions previously taken by any manager, officer, employee or agent of the Company in connection with or related to the matters set forth in or reasonably contemplated or implied by the foregoing resolutions be, and each of them hereby is, adopted, ratified, confomed and approved in all respects as the acts and deeds of the Company; and RESOLVED FURTHER, that an executed copy of this Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board of Managers. SIGNATURES ON THE FOLLOWING PAGE Docusign Envelope ID: 2171275A-B521-42C5-BF2D-1A01 F4A4F261 IN WITNESS WHEREOF, the undersigned, being all the members of the Board of Managers, have executed this Unanimous Written Consent as of the date first above written. This Written Consent may be signed in two or more counterparts, which may be delivered by facsimile or by email or other internet transmission of .pdf, .jpg, .tiff or other image files or other signature mechanism, each of which together shall be deemed an original, and of all which shall be deemed one instrument notwithstanding that all members of the Board of Managers have not signed the same counterpart. THE BOARD OF MANAGERS: WILLIAME. BERRY,JR. J. ANDREW PIERCE SPENCER S. STILES [SIGNATURE PAGE FOR STRYKER SALES, LLC] Docusign Envelope ID: 2171275A-B521-42C5-8F2D-1A01F4A4F261 IN WITNESS WHEREOF, the undersigned, being all the members of the Board of Managers, have executed this Unanimous Written Consent as of the date first above written. This Written Consent may be signed in two or more counterparts, which may be delivered by facsimile or by email or other internet transmission of .pdf, .jpg, .tiff or other image files or other signature mechanism, each of which together shall be deemed an original, and of all which shall be deemed one instrument notwithstanding that all members of the Board of Managers have not signed the same counterpart. THE BOARD OF MANAGERS: WILLIAM E. BERRY, JR. SPENCER S. STILES [SIGNATURE PAGE FOR STRYKER SALES, LLC] Docusign Envelope ID: 2171275A-B521-42C5-8F2D-1A01 F4A4F261 IN WITNESS WHEREOF, the undersigned, being all the members of the Board of Managers, have executed this Unanimous Written Consent as of the date first above written. This Written Consent may be signed in two or more counterparts, which may be delivered by facsimile or by email or other internet transmission of .pdf, .jpg, .tiff or other image files or other signature mechanism, each of which together shall be deemed an original, and of all which shall be deemed one instrument notwithstanding that all members of the Board of Managers have not signed the same counterpart. THE BOARD OF MANAGERS: WILLIAM E. BERRY, JR. J. ANDREW PIERCE ~ SPENCER s. STILES [SIGNATURE PAGE FOR STRYKER SALES, LLC] Docusign Envelope ID: 2171275A-B521-42C5-BF2D-1A01 F4A4F261 ~ I DATE(MM/DD/YYYY) ACC,Rc:,® CERTIFICATE OF LIABILITY INSURANCE ~ 08/12/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Aon Risk Services central, Inc. NAME: PHONE (866) 283-7122 I r.e~. No.l: (800) 363-0105 MSC#l7382 (A/C. No. Ext): Aon E-MAIL PO Box 1447 ADDRESS: Lincolnshire IL 60069 USA INSURER($) AFFORDING COVERAGE NAIC# INSURED INSURER A: old Republic Insurance company 24147 Stryker corporation & subsidiaries INSURER B: 1941 Stryker way INSURER C: Portage MI 49002 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570114904227 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested '~f~ TYPE OF INSURANCE ADDL SUBR POLICY NUMBER ,~~hl%~1 ,~g)-c\%l'M'v1 LIMITS INSD WVD A X COMMERCIAL GENERAL LIABILITY y MWZY31876424 11/01/2024 11/01/2025 EACH OCCURRENCE $2,000,000 -D CLAIMS-MADE [3JoccuR DAMAGE TO RENTED $100,000 PREMISES (Ea occurrence\ -X Professional Liability-incl. MED EXP (Any one person) Excluded -$2,000,000 PERSONAL & ADV INJURY -$2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE H □PRO-□LOC $2,000,000 POLICY JECT PRODUCTS -COMP/OP AGG OTHER: A AUTOMOBILE LIABILITY MWTB 318760 24 11/01/2024 11/01/2025 COMBINED SINGLE LIMIT $2,000,000 fEa accident) I--BODILY INJURY ( Per person) X ANY AUTO --SCHEDULED BODILY INJURY (Per accident) OWNED I--AUTOS ONLY AUTOS -NON-OWNED PROPERTY DAMAGE HIRED AUTOS (Per accident) -ONLY -AUTOS ONLY X PhysDmge-Self lnsd UMBRELLA LIAB I~ OCCUR EACH OCCURRENCE -AGGREGATE EXCESS LIAB CLAIMS-MADE OED I !RETENTION A WORKERS COMPENSATION AND MWC31875924 11/01/2024 11/01/2025 X I PER STATUTE I IOTH- EMPLOYERS' LIABILITY YIN AOS ER A ANY PROPRIETOR I PARTNER I EXECUTIVE ~ MWXS318 76124 11/01/2024 11/01/2025 E.L. EACH ACCIDENT $2,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) Excess WC -MI E.L. DISEASE-EA EMPLOYEE $2,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below SIR app 1 i es per policy ter ~s & condi ions E.L. DISEASE-POLICY LIMIT $2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) city of Carlsbad is included as Additional Insured (CG2026 1219) in accordance with the policy provisions of the commercial general liability policy, but only if or to the extent required by written contract. The policies evidenced herein are primary and non-contributorh to other insurance available to the City of Carlsbad, but only in accordance with the policy's provisions, but only if or tote extent required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Carlsbad 2560 orion way AUTHORIZED REPRESENTATIVE Carlsbad CA 92010 USA ~~9'~ ~~ ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD .. Q) ~ ~ Q) :!:! .. Q) 'Cl 0 :c 0 t---10 0 z ~ tJ !E 1: Q) (.) -~ ;:;; ::,.,,.,i ~ 11"1:>-...... 1111!!.,, ~ ~ ~ ~ :::a....a ~ ::.... i; ro..: §fi ~ - Docusign Envelope ID: 2171275A-B521-42C5-BF2D-1A01 F4A4F261 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 20 261219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): All Persons or Organizations with whom the Insured has agreed in a Written Contract or Agreement that is executed prior to loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 261219 © Insurance Services Office, Inc., 2018 Page 1 of 1 MWZY 318764 24 Stryker Corporation 11/01/24 -11/01/25 Docusign Envelope ID: 2171275A-B521-42C5-8F2D-1 A01F4A4F261 Steve Jaeger Sr. Director, Risk Management & Insurance 1941 Stryker Way Portage, MI 49002 USA www.stryker.com Re: Notice of Cancellation of Insurance Policies To Whom It May Concern: stryker This letter is intended to confirm that when Stryker Corporation and/ or any of its subsidiaries ("Stryker") enters into a contract or other written agreement ("Agreement") with a customer, vendor or other entity ("Entity") requiring that: (1) Entity be provided with Stryker's certificate of insurance ("COi") showing Entity as the Certificate Holder; and (2) Entity be provided with notice if any of the insurance coverage Stryker is required to maintain under the Agreement is cancelled and/or materially changed or modified prior to the expiration date shown on the COi ("NOC"); Stryker bears the responsibility for ensuring that Entity receives notice as required in the Agreement. The insurer, its agents or representatives may also provide Entity with notice in the event of cancellation only, but their failure to do so shall impose no obligation or liability of any kind on any of these parties. Sincerely,