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HomeMy WebLinkAboutStryker Sales, LLC - 2025-07-29 Flex Financial,a division of Stryker Sales,LLC Stryker 1941 Stryker Way Portage,MI 49002 l:1-88B-308-3146 Date:July 09,2025 • RE:Reference no:2210258347 CITY OF HUNTINGTON BEACH PO Box 784 HUNTINGTON BEACH,California 92848.0784 Thank you for choosing Stryker for your equipment needs.Enclosed please find the documents necessary to enter Into the arrangement,Once all of the documents are completed,properly executed and returned to us,we will issue an order for the equipment. PLEASE COMPLETE ALL ENCLOSED DOCUMENTS TO EXPEDITE THE SHIPMENT OF YOUR ORDER. Short Form Conditional Sale Agreement Exhibit A•Detail of Equipment State and Local Government Rider Opinion of Counsel "Conditions of Approval:Accounts Payable Contact Information.Customer PO,State and Local Government Rider.Federal ID PLEASE PROVIDE THE FOLLOWING WITH THE 5 6 COMPLETED DOCUMENTS: J•/ Federal Tax ID number: ! MO 7c. ; Accounts Payable contact: X1 f) \ ,r11' c44)-M`e-k, Purchase order number: Accounts Payable Email: Y . nI dPQa 4l f*Q su Upfront payment check number Accounts Payable Phone: Q/H).3 7 11-11-6 l . o se- (If applicable): Accounts Payable Address; Administrative Confact(s): Administrative contact name: • v a e�` �� Administrative contact name: M//1e� Email Address: 0. email address: ✓t ✓ c�ujr�j—/1., Phone number: / b ti gone number: . 0 r (� Please send completed documents to your Stryker team for processing or fax documents to(877)204-1332. It you have any questions regarding these documents,please contact your Stryker team. The proposal evidenced by these documents Is valid through the last business day of,lulu.2025 Sincerely, Flex Financial,a division of Stryker Sales,LLC Notice:To help the government fight the funding of terrorism and money laundering activities,U.S.Federal law requires financial institutions to obtain, verify and record information that identities each person(Individuals or businesses)who opens an account.What this means for you:When you open an account or add any additional service,we will ask you for your name,address,federal employer identification number and other Information that will allow us to Identify you.We may also ask to see other Identifying documents.For your records,the federal employer Identification number for Flex Financial,a Division of Stryker Sales,LLC is 38-2902424. Agreement No.;2210258347 stryker Short Form Conditional Sale Agreement No.2210258347 Owner('we"or"us"): Flex Financial,a division of Stryker Sales,LLC 1941 Stryker Way Portage,MI 49002 Customer name and address('You"and"Your"): Equipment Location: CITY OF HUNTINGTON BEACH 18301 GOTHARD ST PO Box 784 HUNTINGTON BEACH,California 92848-1226 HUNTINGTON BEACH,California 92648.0784 Supplier: Stryker Sales,LLC,3800 E.Centre Avenue,Portage,MI 49002 Equipment description:see Exhibit A(and/or as described in Involce(s)or equipment list attached hereto and made a part hereof) Payment Information Number of Payment Payment amount payments frequency 2 Annual S590,206.78(First payment due 30 days after Agreement is commenced),(includes estimate of sales taxes-see"Taxes" section below) Terms and conditions; 1.Purchase agreement/acceptance/payments: You agree to purchase from us the Equipment end services, If any, described above and on any attached schedule(the"Equlpmant")In accordance with the terms of this Agreement(this"Agreement").You shall be deemed to have accepted the Equipment for purchase under this Agreement on the date that Is ten(10)days after the date It is shipped to you by the Supplier("Acceptance Date")and,at our request,you shall confirm for us such acceptance In writing. No acceptance of any item of Equipment may be revoked by you.You agree to pay the Payments described above("Payments")beginning on the Acceptance Date or any later date we designate and thereafter until all fully paid.Unless otherwise Instructed by us in writing, all Payments and other amounts due hereunder shall be made to our address above.This Agreement Is non- cancelable and may not be prepaid. Your obligations under this Agreement(your"Obligations")are absolute, unconditional,and are not subject to cancellation defense recoupment,reduction,setoff or counterclaim,if a Payment Is not made when due,you will pay us a late charge of 5%of each Payment or$10.00,whichever Is greater,but only to the extent permitted by law.We may charge you a fee of$55.00 for any check that Is returned.You authorize us to adjust the Payments at any time If taxes Included In the Payments differ from our estimate.You agree that the Payments were calculated by us based In part,on an interest rate equivalent as quoted on Bloomberg under the SOFR Swap Rate,that would have a repayment term equivalent to the Term(or an interpolated rate if a like-term Is not available)as reasonably determined by us(and If the SOFR Swap Rate Is no longer provided by Bloomberg, such rate shell be determined In good faith by us from such sources as we shall determine to be comparable to Bloomberg (or any successo )and In the event the Term of this Agreement starts more than 30 days after we send this Agreement to you,we may adjust the Payments once to compensate us, in good faith, for any increase In such rate. "SOFR"with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York,as the administrator of the benchmark,(or a successor administrator)on the Federal Reserve Bank of New York's Webslte as quoted by Bloomberg. 2.Ownership/security Interest/laws/use/maintenance:Upon acceptance of the Equipment by you,you shall hold title to and be the owner of the Equipment for all purposes including, without limitation, tax purposes. The purchase of the Equipment by you under this Agreement shall be "AS IS,WHERE IS",without representation or warranty of any kind from us, provided that this Agreement shall not Impair any express warrantees or Indemnifications,written service agreements or other obligations of Stryker Corporation or any of Its subsidiaries to you regarding the Equipment and we hereby assign all of our rights in any Equipment warrantees to you.As security for all of your Obligations,you hereby grant to us a first priority security Interest in all of your rights, title and Interests In the Equipment, all replacements, additions, accessions, accessories and substitutions thereto or therefore and all proceeds and products thereof,Including,without limitation,all proceeds of Insurance.Upon timely payment of all amounts due hereunder(plus all applicable Taxes),our security Interest in the Equipment shall terminate and you shell be the owner of the Equipment, free and clear of any interest created by us, You agree not to permit any Ilan, security interest (except ours), claim or encumbrance to be placed upon the Equipment. You shell comply with all applicable laws, rules and regulations and manufacturer's specifications and instructions concerning the operation, ownership, use and/or possession of the Equipment.You must,at your cost,keep the Equipment in good working condition.If Payments Include maintenance and/or service costs,you agree that(I)no Assignee(as defined below)Is responsible to provide the maintenance or service,(iI)you will make all maintenance and service related claims to the persons providing the maintenance,service or warranty, and(ill)any maintenance,warranty or service claims will not Impact your Obligations.The Equipment cannot be moved from the location above without our prior written consent. 3.Taxes:You shall pay when and as due all sales,use,properly,excise and other taxes,and all license and registration fees now or hereafter Imposed by any governmental body or agency upon this Agreement or the ownership,use,or sale of the Equipment,together with all interest and penalties for their late payment or non-paymani("Taxes").You shall Indemnify and hold us harmless from any such Taxes.You shall prepare and file all tax returns relating to Taxes for which you are responsible hereunder.if we receive any tax bill pertaining to the Equipment from the appropriate taxing authority,we may,without obligation,pay such tax and If we pay such tax bill we will Invoice you for the expense.Upon receipt of such Invoice,you will promptly reimburse us for such expense. 4.Assignment: You agree not to transfer, sell,lease assign, pledge or encumber the Equipment or any rights under this Agreement without our prior written consent,which consent shall not be unreasonably withheld,and If you do,even with our consent,you will still be fully responsible for all your Obligations.You shall provide us with at least 45 days'prior written notice of any change to your principal place of business,organization or incorporation.You agree that we may,without notice to you,sell,assign,or transfer("Transfer")this Agreement to a third party(each,an"Assignee'),and each Assignee will have our Transferred rights,but none of our obligations, and such rights will not be subject to any claims, recoupment, defenses, or setoffs that you may have against us or any supplier even though an Assignee may continue to bill and collect all of your Obligations in the name of"Flex Financial,a division of Stryker Sales,LLC. 5.Risk of loss,insurance and reimbursement:Effective upon delivery to you,you shall bear all risk of Equipment loss or damage.If any such loss or damage occurs you still must satisfy all of your Obligations. You will (I) keep the Equipment insured against ell daka of loss or damage for an amount equal to its replacement cost,(II)list us as the insurance sole loss payee and(iii)give us written proof of the Insurance.If you do not provide such Insurance,we have the right, without obligation, to obtain such Insurance and add an Insurance fee(which may Include a profit)to the amount due from you. You will obtain and maintain comprehensive public liability insurance naming us as an additional Insured with coverages and amounts acceptable to us,To the extent not expressly prohibited by applicable law,you will reimburse and defend us,including each Assignee for and against any losses,Injuries,damages,liabilities,expenses,claims or legal proceedings asserted against or Incurred by us,Including any Assignee,relating to the Equipment and which relate to or arise out of your act or omission or the act or omission of your agents or employees or others(excluding us)with access to the Equipment.The terms of this paragraph will continue after the termination of this Agreement. 6,Default remedies:You are in default under this Agreement if:a)you fall to pay a Payment or any other amount when due;or b)you breach any other obligation under this Agreement;or c)your principal owner or any guarantor of this Agreement dies;or d)you or any guarantor dissolves,ceases to do business as a going Agreement#2210268347 Stryker Short Form Conditional Sale Agreement No.2210258347 concern,becomes Insolvent,bankrupt,merges,or is sold;or e you or any guarantor falls to pay any other material obligation owed to us or any of our affiliates.Upon default,we may:a)declare the entire balance of unpaid Payments Immediately due and payable;b)sue you for and receive the total amount due with future Payments discounted to the date of default at a rate of 3%per annum;c)charge you Interest on all monies due at the rate of 18%per year or the highest rate permitted by applicable law from the dale of default until paid;and/or d)require you to immediately return the Equipment to us or we may peaceably repossess It. Upon default,you will also pay all expenses Including but not limited to reasonable attorneys'fees,legal costa,cost of storage end shipping incurred by us in the enforcement and attempted enforcement of any remedies under this Agreement. If the Equipment is returned or repossessed we will,if commercially reasonable, sell or otherwise dispose of the Equipment al terms we determine, at one or more public or private sales, with notice as required by law, and apply the net proceeds (after deducting any related expenses) to your Obligations. You remain liable for any deficiency with any excess being retained by us or applied as required by applicable law. 7.Miscellaneous:This Agreement shell be governed and construed in accordance with the laws of Michigan,You agree that the Equipment will only be used for business purposes and not for personal, family or household use. This Agreement may be executed In counterparts and any facsimile,photographic or other electronic transmission and/or electronic signing or manual signing of this Agreement by you and when manually countersigned by us or attached to our original signature counterpart shell constitute the sole original chattel paper as defined In the UCC for all purposes end will be admissible as legal evidence thereof; provided,however,that if this Agreement constitutes"elecimntc chattel paper"or"an electronic record evidencing chattel paper'under the UCC and both you and we have signed electronically,the version Identified by us as the"single authoritative copy"is the chattel paper for purposes of perfection by controi..You agree not to raise as a defense to the enforcement of this Agreement or any related documents hereto the fact that such documents were executed by electronic means.We may Inspect the Equipment at any lime prior to payment In full of your Obligations.No failure to act shall be deemed a waiver of any rights hereunder.If you fall to pay(within thirty days of invoice date)any freight,sales tax or other amounts related to the Equipment which are not financed hereunder and are billed directly by us to you, such amounts shall be added to the Payments set forth above(plus Interest or additional charges thereon) and you authorize us to adjust such Payments accordingly.If you are required to report the components of your payment obligations hereunder to certain state and/or federal agencies or public health coverage programs such as Medicare,Medicaid,SCHIP or others,and such amounts are not adequately disclosed In any attachment hereto,then Stryker Sales LLC will,upon your written request,provide you with a detailed outline of the components of your payments which may Include equipment,software,service and other related components.You acknowledge that you have not received any tax or accounting advice from us.You agree that you shall upon request from us promptly provide to us a copy of your most recent annual financial statements and any of your other financial information(including interim financial statements) that we may request.You authorize us to share such information with our affiliates, subsidiaries and Assignees. This Agreement, any schedules hereto, any attachments to this Agreement or any schedules and any express warrantees made by Stryker Sales, LLC constitute the entire agreement between the parties hereto regarding the Equipment and Ile use and possession and supersede ell prior agreements and discussions regarding the Equipment and any prior course of conduct. You waive all rights to any Indirect, punitive, special or consequential damages In connection with the Equipment or this Agreement. There are no agreements,oral or written, between the parties which are contrary to the terms of this Agreement and such other documents.YOU AGREE THAT THIS IS A NON-CANCELLABLE AGREEMENT AND WAIVE TRIAL BY JURY. I CERTIFY THAT I AM AUTHORIZED TO SIGN THIS AGREEMENT FOR CUSTOMER Customer signature Accepted by Flex Financial,a division of Stryker Bales,LLC Signature; Date: Signature: Date: * Zf � ..� ;/z1/Z5 t✓ t � ' Printnams: Print name: Mark Molenkamp g-,G ,"1 Director, Sales Operations Title: Chi Title: Jr�re Ch' e6 APPROVE AS TO FORM MICHA J.VIGLIO CITY ATTORNEY CITY OF HUNTINGTON BEACH R ive and FUe Agreement#2210258347 City Clerk stryker Exhibit A to Short Form Conditional Sale Agreement Number 2210258347 Description of equipment Customer name;CITY OF HUNTINGTON BEACH Delivery Location:18301 GOTHARD ST,HUNTINGTON BEACH,Californla,92848-1228 Part I-EquipmenUService Coverage(If applicable) Model number Equipment description Quantity SHIP TOE CITY O OTON BEACH 18301 GOTHARD ST, HUTZT GTON BEACH.Callforn)a.920.3.1226.United Statue 70335-000042 LP35,EN-US,MAS-SP/CO,MED-CO2,SUN-NIBP,12L,WIFI/ 28 CELL/LN/CPRIN,STD,BT 11335.000001 BATTERY,LI-ION,WITH IFU,LP36 52 11140.000102 CHARGER,BATTERY,LP36 28 11140.000131 POWER CORD,C13 ST,10FT,HOSPITAL GRADE 28 11996.000458 SENSOR,SPO2,RDSET OCI,ADULT,REUSE,3FT,MASIMO 28 11335.000008 KIT.STORAGE BAGS,LP35 28 11280.000073 KIT,SHOULDER STRAP,LP36 28 11160-000020 KIT,MODEM,NA,LP35 28 TR-LP15H-LP35 TRADE IN LP15 V4 HIGH FOR LP36 28 Total equipment: $703,298.20 Service coverage: Model number Service coverage description Quantity Years LIFEPK35-FLD- ProCare-SVC-LP36-FIELD-REPAIR 28 7.00 PRO Total service coverage: $390,108.84 Freight: $3,000.00 Total upfront sales tax: $54,738.11 Total Amount: $1,151,142.96 Customer signature Accepted by Flex Financial,a division of Stryker Sales,LLC Signature: Date: Signature: / Date:: 7/1-,17r �(•-mot; /Z1/15 Print name: Print name: IVIarK IVIUICIIRamp ,t4 Cay Director, Sales Operations Title: Title: 're. Ni.,;4‘ stryker State and Local Government Customer Rider This Stale and Local Government Customer Rider (the "Rider") is an addition to and hereby made a part of Short Form Conditional Sale Agreement No. 2210268347 (the "Agreement") between Flex Financial, a division of Stryker Soles, LLC ("Owner") and CITY OF HUNTINGTON BEACH("Customer")to be executed simultaneously herewith and to which this Rider Is attached.Capitalized terms used but not defined in this Rider shall have the respective meanings provided In the Agreement.Owner and Customer agree as follows: 1. Customer represents and warrants to Owner that as of the date of,and throughout the Term of,the Agreement: (a)Customer is a political subdivision of the state or commonwealth in which it is located and Is organized and existing under the constitution and laws of such state or commonwealth; (b)Customer has complied,and will comply,fully with ail applicable laws,rules,ordinances,and regulations governing open meetings,publlo bidding and appropriations required In connection with the Agreement,the performance of Its obligations under the Agreement and the acquisition end use of the Equipment;(c)The person(s)signing the Agreement and any other documents required to be delivered In connection with the Agreement(collectively,the"Documents")have the authority to do so,are acting with the full authorization of Customer's governing body, and hold the offices indicated below their signatures, each of which are genuine; (d) The Documents are and will remain valid,legal and binding agreements,and are and will remain enforceable against Customer In accordance with their terms;and(e) The Equipment Is essential to the immediate performance of a governmental or proprietary function by Customer within the scope of Its authority and will be used during the Term of the Agreement only by Customer and only to perform such function.Customer further represents and warrants to Owner that,as of the date each item of Equipment becomes subject to the Agreement and any applicable schedule,it has funds available to pay all Agreement payments payable thereunder until the end of Customer's then current fiscal year, and, In this regard and upon Owner's request, Customer shall deliver In a form acceptable to Owner a resolution enacted by Customer's governing body,authorizing the appropriation of funds for the payment of Customer's obligations under the Agreement during Customer's then current fiscal year. 2. To the extent permitted by applicable law,Customer agrees to take all necessary and timely action during the Agreement Term to obtain and maintain funds appropriations sufficient to satisfy Its payment obligations under the Agreement(the"Obliaation4"), including, without limitation, providing for the Obligations In each budget submitted to obtain applicable appropriations,causing approval of such budget,and exhausting all available reviews and appeals If an appropriation sufficient to satisfy the Obligations is not made. 3. Notwithstanding anything to the contrary provided in the Agreement,If Customer does not appropriate funds suffctent to make all payments due during any fiscal year under the Agreement and Customer does not otherwise have funds available to lawfully pay the Agreement payments(a"lion-Aeoronriatlon Event"), and provided Customer Is not In default of any of Customer's obligations under such Agreement es of the effective date of such termination, Customer may terminate such Agreement effective as of the end of Customer's last funded fiscal year("Termination Date")without liability for future monthly charges or the early termination charge under such Agreement,if any,by giving at least 80 days'prior written notice of termination("Termination Notice")to Owner 4. If Customer terminates the Agreement prior to the expiration of the end of the Agreement's Initial(primary)term,or any extension or renewal thereof,as permitted under Section 3 above,Customer shall(I)on or before the Termination Date,at its expense,pack and Insure the related Equipment and send it freight prepaid to a location designated by Owner In the contiguous 48 states of the United States and at Equipment upon its return to Owner shall be In the same condition and appearance as when delivered to Customer,excepting only reasonable wear and tear from proper use and all such Equipment shall be eligible for manufacturer's maintenance,(II)provide In the Termination Notice a certilicelion of a responsible official that a Non-Appropriation Event has occurred,(Ill)deliver to Owner,upon request by Owner,an opinion of Customer's counsel(addressed to Owner)verifying that the Non-Appropriation Event as set forth In the Termination Notice has occurred,and(Iv)pay Owner all sums payable to Owner under the Agreement up to and including the Termination Date. 5. Any provisions In this Rider that are in conflict with any applicable statute, law or rule shell be deemed omitted,modified or altered to the extent required to conform thereto,but the remaining provisions hereof shall remain enforceable as written. Customer signature Accepted by Flex Financial,a division of Stryker Sates,LLC r Signature: Data: Signature: Date: 7(2/3/1s . 0 --1/2q/25 Print name: Print name: Mark Molenkamp ii` - /144-67_, Director, Sales Operations Title: Title: ��rG G stryker Opinion of Counsel Letter July 09,2025 Flex Financial,a division of Stryker Sales,LLC 1941 Stryker Way Portage,MI 49002 Gentlemen/Ladles: Reference Is made to Short Form Conditional Sale Agreement NO.2210258347(collectively,the"Agreement")between Flex Financial a division of Stryker Sales,LLC,and CITY OF HUNTINGTON BEACH(herein called"Customer)for the use of certain equipment,goods and/or services as described In the Agreement.Unless otherwise defined herein,terms which are defined or defined by reference in the Agreement or any exhibit or schedule thereto shall have the same meaning when used herein as such terms have therein. The undersigned is Counsel for the Customer In connection with the negotiation,execution and delivery of the Agreement,and as such I am able to render a legal opinion as follows: 1. The Customer is a public body corporate and pollttc of the Slate of California and is authorized by the Constitution and laws of the State of California to enter into the transactions contemplated by the Agreement and to carry out Its obligations thereunder,The Customer's name set forth above Is the full,true and correct legal name of the Customer. 2. The Agreement eel forth above has been duly authorized,executed and delivered by the Customer and constitutes a valid,legal end binding agreement, enforceable In accordance with Ile terms. 3. No further approval,consent or withholding of objections is required from any federal,slate or local governmental authority end the Customer complied with all open meeting and public bidding laws with respect to the entering into or performance by the Customer of the Agreement and the transactions contemplated thereby. 4. The Customer has no authority(statutory or otherwise)to terminate the Agreement prior to the end of its term for any reason other than pursuant to the Stele and Local Government Customer Rider(If there Is such a Rider attached to the Agreement)for the nonappropriatlon of funds to pay the Agreement payments for any fiscal period during the term of the Agreement. Very truly yours, • Signature Signature: Date: 7/1VV( Print Name: /6 /14 Ct, Title: F(rt cit,,,-ii I Agreement ft:2210268347