Contract 2023-099ADocu5� n.
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From: Louis Irons
Envelope Subject: ❑ ❑Complete with DocuSign: Stryker Lease Agreement
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Envelope ID: 95357ce9-3c2d-4b64-9969•a8e5b4795531
Sender Account Name: City of Clermont
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DocuSign Envelope ID: 95357CE9-3C2D-4B64-9969-A8E5B4795531
riex rmanciai, a Division or airyKsr aaies, LLu skryker
1901 Romance Road Parkway
Portage, MI 49002
t: 1.888-308-3146 f: 877-204-1332
Date: August 31, 2023 RE: Reference no:11310196350
City of Clermont Florida
439 W HIGHWAY 50
Clermont, Florida 34711-3031
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.
Master Agreement
Rental Schedule to Master Agreement
Exhibit A - Detail of Equipment
Insurance Authorization and Verification
State and Local Government Rider
Opinion of Counsel
Addendum
"'C�ntjitlgns of Aooroval: Insurance Authorization 1M Vedfication.State and Local Government Rider. Oom on of Counsal.Valid Tax ExemM,igp
Ce ifi
PLEASE PROVIDE THE FOLLOWING WITH THE COMPLETED DOCUMENTS:
Federal tax ID number.
Purchase order number:
Upfront Payment Check No:
Phone number:
AP address:
Contact name:
Email address:
Please fax completed documents to (877) 204.1332. Return original documents to 1901 Romance Road Parkway Portage, MI 49002 (using Fed -Ex
Shipping ID# 772.432976)
The proposal evidenced by these documents is valid through the last business day of August. 2023
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 identifies 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 wlll ask you for our name, address, federal employer identification number and other Information that will
allow us to Identify you. We may also ask to see other identityrng documents. For your records, the federal employer identification number for Flex
Financial, a Division of Stryker Sales, LLC Is 38-2902424.
Acreement No.: 11310196350
DocuSign Envelope ID: 95357CE9-3C2D-4B64-9969-A8E5B4795531
MASTER AGREEMENT No.11310196350 stryker
Owner: Customer:
Flex Financial, a division of Stryker Sales, LLC City of Clermont Florida
1901 Romance Road Parkway 439 W HIGHWAY 50
Portage, MI 49002 Clermont, Florida 34711-3031
1. Master agreement. The undersigned Customer ("Customer") unconditionally and irrevocably agrees with the above referenced Owner (together with all of ita
successors and e,hg ees, collectively, "Owner") to use or acquire, as applicable, the equipment and other personal property and services, if any (together with at
additions and attachments to it and all substitutions for it, collectively, the "Equipment") described in each Equipment Schedule referencing this Agreement (whict
may be in the form of an Equipment Lease Schedule, Equipment Rental Schedule, Equipment Use Schedule, Fee Per Disposable Schedule, Fee Per Implan
Schedule, Equipment Purchase Schedule or other schedule referencin this Agreement. each, together with any attachments thereto, an °Equipment Sehodule"'
and purchased from the Supplier(s) noted in the applicable Equipment chedule (each a "Supplier"). Each Equipment Schedule shall incorporate by reference at
of the terms of this Agreement and shall constitute a separate agreement (each such Equipment Schedule, together with such incorporated terms of this Agreement
collectively, a "Schedule") that is assignable separately from each other Schedule. In the event of a conflict between this Agreement and the terms of an Equipmen
Schedule, the terms of the Equipment Schedule shall prevail. No provision of a Schedule may be amended except in a writing signed by Owner's and Customer
duly authorized representatives.
2. RI k of I s. Effective upon delivery to Customer and continuing until the Equipment is returned to Owner In accordance with the terms of each Schedule,
Customer s a bear all risks of loss or damage to the Equipment and if any loss occurs Customer is nevertheless required to satisfy all of its obligations under eacH
Schedule. 1
3. Paymentslfees,All periodic payments, "Semi -Annual Differential" �f a Fee Per Disposable Schedule or Fee Per Implant Schedule) and other amounts due frorr
Customer to Owner under a Schedule are collectively referred to as Payments". Unless otherwise instructed by Owner in writing, all Payments shall be made t
Owner's address in the applicable Schedule. Any payment by or on behalf of Customer that purports to be payment in full for any obligation under any Schedul
may only be made after Owner's prior written agreement to accept such payment amount. If Customer fails to pay any amount due under a Schedule within ten
(10) days after its due date, Customer agrees to pay a late charge equal to (as reasonable liquidated damages and not as a penalty) rive percent (5%) of the amoun
of each such late payment. If any check or funds transfer request for any Payment is returned to Owner unpaid, Customer shall pay Owner a service charge of $5
for each such returned check or request. Customer authorizes Owner to adjust the Payments at any time If taxes included in the Payments differ from Owner
estimate. Customer agrees that the Payments under a Schedule were calculated by Owner based, in part, on an interest rate equivalent as quoted on Bloombe
under the SOFR Swap Rate, that would have a repayment term equivalent to the Initial term (or an interpolated rate if a like -term is not available) as reasonabl
determined by us (and if the SOFR Swap Rate is no longer provided by Bloomberg, such rate shall be determined In ggeod faith by Owner from such sources a
Owner shall determine to be comparable to Bloomberg [or any successor)), and in the event the date the Equipment is dellvered to Customer under any Schedul
is more than 30 days after Owner sends the Schedule to Customer, Owner may adjust the Payments once to compensate Owner, in good faith, for any increase i
such rate. "SOFR" with respect to any day means the secured ovemi ht financing rate published for such day by the Federal Reserve Bank of New York, as th
administrator of the benchmark, (or a successor administrator) on the ederal Reserve Bank of New York's website as quoted by Bloomberg.
4. Equipment. Customer shall keep the Equipment free of liens, claims and encumbrances, and shall not modify, move, sell, transfer, or otherwise encumber an
Equipment or permit any Equipment to be used by others or become attached to any realty, in each case without the prior written consent of Owner, which consen
shall not be unreasonably withheld Any modification or addition to any Equipment shall automatically become the sole property of Owner, unless the Schedule
an Equipment Purchase Schedule or Customer selects $1.00 Buyout for any Schedule. Owner shall have the right to enter Customer's premises during busines
hours to Inspect any Equipment and observe its use upon at least one (1) day's prior written or verbal notice. Customer shall comply with all applicable laws, rut
and regulations concerning the operation, ownership, use and/or possession of the Equipment.
5. 0611p�atioin 8bsolute. Customers Payments and other obligations under each Schedule are absolute and unconditional and noncancelable regard'
of any defect or la a ,a to the Equipment (or Dispose 'as' mplants, If applicable) or loss of possesa'on, use or destruction of the Equipment
lap as
If applicable) and are not subject to any setoffs, recoupmein claims, abatements or defenses, re Ided that neither thl
re
nor any Equipment Schedule shall Impair any ex ress warrantees or iridemnlift one, written service a�greament3 or Ot er
obbLgation8 or Stryker l.orporapon or any or ns sullsia'aRas fo customer regargIn the equlpment anq Owner nerepv assrpns au m its rights m any ,
any Rment warrantees to Customer. Customer waives all rights (o any'indireet, punil a, in
or consequential damages in connection with the Equipment or
any Schedule.
6. Usa/asslonment/dlselaimers. All Equipment shall be used sole]y for business purposes, and not for personal or household use. Customer shall maintain the
Equipment in good repair in accordance with the instructions of the Supplier so that it shall be able to operate in accordance with the manufacturers specifications
CUSTOMER SHALL NOT TRANSFER OR ASSIGN ANY OF ITS RIGHTS OR OBLIGATIONS UNDER ANY SCHEDULE OR EQUIPMENT without Owners prior
written consent, which consent shall not be unreasonably withheld. Customer shall promptly notify Owner in writing of any loss or damage to any Equipment. Owner
shall own the Equipment (unless the Schedule is an Equipment Purchase Schedule or Customer selects $1 00 Buyout for any Schedule). Owner may sell, assign
transfer or grant a security interest to any third party (each, an "Assignee") in any Equipment, Payments and/or Schedule, or interest therein, in whole or in part
without notice to or consent by Customer. Customer agrees that Owner may assign its rights under and/or interest in each Schedule and the related Equipment tc
an Assignee Immediately upon or any time after Owner's acceptance of each Schedule and upon such ass!gnment, Customer consents to such asslggnment anc
acknowledges that references herein to "Owner" shall mean the Assignee. No Assignee shall assume or be liable for any of the Original Owner's (as defined below;
obligations to Customer even though an Assignee may continue to bill and collect all of Customers obligations under this Agreement in the name of"Flex Financial
a division of Stryker Sales, LLC. "Customer acknowledges that such Assignee is no�qn
he manufacturer or supplier of any Equipment and is not
responsible for it<
delivery, installation, repair, maintenance or servng and no Assignee shall have aobligations or liabilities of any kind whatsoever concerning or relating to the
Equipment Customer has selected each Supplier and manufacturer and all of the uipment. Neither the OriginalOeSuppliernorany manufacturerisragent of any Assignee, and in representative of the Original Owner, manufacturer oy Supplier is authorized to bind any Assignee for any purpose or make ant
representation on Assignee's behalf. Customer agrees to look oniv to Stryker Sales. LLC (the "Orlolnal Owner"I. the Sueolierfsl or the menu act"r nr l fnr am
IS" BASIS. ASSIGNEE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, RE(
EQUIPMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICUL
TO THE EXTENT, IF ANY, THAT CUSTOMER HAS ANY CLAIMS, RIGHTS OR DEFENSES AGAINST THE ORIGINAL OWNER, ANY MA
AND/OR ANY SUPPLIER, CUSTOMER SHALL RAISE SUCH CLAIMS, RIGHTS OR DEFENSES ONLY AGAINST THE ORIGINAL OWNER, MA
OR SUPPLIER AND NOT AGAINST ASSIGNEE AND SHALL NONE -THE -LESS PAY ALL PAYMENTS AND OTHER AMOUNTS DUE UNDER
TO THE ASSIGNEE ON THEIR RESPECTIVE DUE DATES WITHOUT ANY DEFENSE, RECOUPMENT, SETOFF, ABATEMENT, CLAIM OR CC
OF ANY NATURE. THE ORIGINAL OWNER (INCLUDING FLEX FINANCIAL, A DIVISION OF STRYKER SALES, LLC) MAKES NO IMPLIED
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE REGARDING ANY EQUIPMENT.
Agreement # 11310196350
DocuSign Envelope ID- 95357CE9-3C2D-4B64-9969-A8E5B4795531
MASTER AGREEMENT No.11310196350 stryker
7. InsuranceAndemnlfl�aflon.Customer shall at all times maintain and provide Owner with certificates of Insurance evidencing (1) third -party general liability
death insurance (covering and personal injury and damage to third party property) with a minimum limit of $1 million combined single limit per occurrence and (ii;
property insurance covering the Equipment against fire, theft, and other loss, damage or casualty for the full replacement value of the Equipment In each case with
insurers acceptable to Owner. Such policies shall list Owner and each Assignee as an additional insured and sole loss payee, as applicable, for such insurance
Such insurance policies shall require the Insurer to provide Owner with at least 30 days' prior written notice of any material change in or cancellation of the Insurance
In the event that Owner determines that the insurance is not in effect, Owner may (but shall not be required to obtain such Insurance and add an insurance fee
(which may Include a profit) to the amounts due from Customer under the applicable Schedule. Upon any loss or damage to any Equipment, Customer shall continue
to pay all Payments due under the related Schedule for the remainder of its term and shall, at Owner's sole election, either repair such Equipment or replace it with
comparable equipment satisfactory to Owner. Proceeds of insurance shall be paid to Owner with respect to any Equipment loss, damage, theft or other casualty and
shall, at the election of Owner, be applied either to the repair of the Equipment by payment by Owner directly to the part completing the repairs, or to the
reimbursement of Customer for the cost of such repairs, provided, however, that Owner Shall have no obligation to make sue payment or any part thereof untl
receipt of such evidence as Owner shall deem satisfactory that such repairs have been completed and further provided that Owner may apply such proceeds to the
payment of any Payments or other sum due or to become due hereunder if at the time such proceeds are received by Owner there shall have occurred any Event
of Default or any event which with lapse of time or notice, or both, would become an Event of Default. To the extent not expressly prohibited by applicable law.
Customer will reimburse and defend Owner, including each Assignee for and against any losses, injuries, damages, liabilities, expenses, claims or legal proceeding=.
asserted against or incurred by Owner, including any Assignee, relating to the Equipment and which relate to or arise out of Customer's act or omission or the aci
or omission of Customer's agents or employees or others (excluding Owner) with access to the Equipment. All Taxes and indemnity obligations shall survive the
termination, cancellation or expiration of a Schedule.
9. UCC filinas. CUSTOMER WAIVES ANY AND ALL RIGHTS AND REMEDIES GRANTED TO CUSTOMER BY SECTIONS 2A-508 THROUGH 2A-522 OF THE
UNIFORM COMMERCIAL CODE ("UCC"). If and to the extent thatthis Agreement or a Schedule is deemed a security agreement (or if the Schedule is an Equlpmen
Purchase Schedule or Customer selects $1.00 Buyout for any Schedule), Customer hereby grants to Owner, its successors and assigns, a security Interest in all o
Customer's rights under and interest in the Equipment, all additions to the Equipment and all proceeds of the foregoing. Such security interest secures all Payment,,
and other obligations owing by Customer to Owner under the applicable Schedule. Customer authorizes Owner and any Assignee to file UCC financing statement:
disclosing Owner's or Assignee's Interest in the Equipment. Customer shall provide Owner with at least 45 days' prior written notice of any change to Customer'!
principal place of business, organization or incorporation.
9. Taxes,
(a) Reporting and Payment. If permitted by applicable law and except as noted below, Owner shall pay when and as due all sales, use, property, excise and othel
taxes, and all license and registration fees now or hereafter imposed by any governmental body or agency upon any Schedule or the ownership, use, possession.
or sale of the Equipment, together with all interest and penalties for their late payment or non-payment ("Taxes I. Customer shall indemnify and hold Owner harmless
from any such Taxes. Owner shall prepare and file all tax returns relating to Taxes for which Owner is responsit Is hereunder or which Owner is permitted to file under
the laws of the applicable taxing jurisdiction. Except with respect to Equipment subject to an Equipment Purchase Schedule or $1.00 Buyout, Customer will not list
any of the Equipment for property tax purposes or report any property tax assessed against the Equipment. U')on receipt of any tax bill pertaining to the Equipment
from the appropriate taxing authority, Owner will pay such tax and will invoice Customer for the expense. Loon receipt of such invoice, Customer will promptly
reimburse Owner for such expense. If the Equipment Is subject to an Equipment Purchase Schedule or $1.00 Buyout, Customer shall report and pay all applicable
property taxes on such Equipment. Nothing in this Subsection shall be deemed to prohibit Customer from reporting, for informational purposes only and to the extent
required under applicable law, that it uses the Equipment.
(b) Tax Ownership.
(1) If Customer selects $1.00 Buyout for any Schedule, the parties intend that Customer shall be considered th. owner of the Equipment for tax purposes; provided,
however, that Owner shall not be deemed to have violated this Agreement or any Schedule by taking a tax pos tion inconsistent with the foregoing to the extent such
a position is required by law or is taken though inadvertence so long as such inadvertent tax position is revers sd by Owner promptly upon its discovery.
(ii) If Customer selects the Fair Market Value Option or the Fixed Purchase Option for any Schedule, the panes intend that the Schedule will not be a "conditiona
sale", and that Owner shall at all times and for all purposes be considered the owner of the Equipment (includin 7 for income taxes purposes), and that such Schedule
will convey to Customer no right, title or interest in any of the Equipment excepts the right to use the Equipmen as described In the Schedule. Customer will not take
any actions or positions inconsistent mth treating Owner as the owner of the Equipment on or with respect to any income tax return.
Should either the United States government (or agency thereof) or any state or local tax authority disallow, eliminate, reduce, recapture, or disqualify, in whole or it
part, the Equipment tax benefits claimed under a Schedule by Owner as a result of any act or omission of Customer (collectively, "Tax Loss"), to the extent not
prohibited by applicable law, Customer will indemnify Owner (on a net after tax basis) against all Tax Losses suffered, including the amount of any interest of
penalties which might be assessed on Owner by the governmental authority(ies) with respect to such Tax Loss. All references to Owner in this Section include
Owner and the consolidated taxpayer group of which Owner Is a member. All of Owner's (including any Assignee's) rights, privileges and Indemnities contained Ir
this Section shall survive the expiration or other termination of this Agreement. The rights, privileges and indemnities contained herein are expressly made for the
benefit of, and shall be enforceable by Owner (Including any Assignee), or its respective successors and assigns.
10. Facsimile copies. Owner may from time to time, in its sole discretion, accept a photocopy or facsimile of this Agreement and/or any Schedule (bearing e
photocopied or electronically transmitted copy of Customer's signature) as the binding and aNective record of such agreement(s) whether or not an ink signet
counterpart thereof is also received by Owner from Customer, provided, however, that no Schedule shall be binding on Owner unlace and until executed by Ownor
Any such photocopy or electronically transmitted facsimile received by Owner shall when executed by Owner, constitute an original document for the purposes a
establishing the provisions thereof and shall be legally admissible under the "best evidence rule" and binding on Customer as if Customer's manual ink signature
was personally delivered.
11. Notices. All notices required or provided for in any Schedule, shall be In writing and shall be addressed to Customer or Owner, as the case may be, at its
addressiset orth above or such other address as either such party may later desi@@nate in writing to the other party. Such notice shall be considered delivered and
effective; (a) upon receipt, if delivered by hand or overnight courier, or (b) three (3) days after deposit with the U.S. Postal Service, If sent certified mail, return
receipt requested with postage prepaid. No Omer means of delivery of notices shall be permitted
Agreement # 11310196350
DocuSign Envelope ID: 95357CE9-3C2D-4B64.9969-A6E564795531
MASTER AGREEMENT No.11310196350
stryker
12. Default remedies. Customer will be in' au"' under a Schedule, If any one or more of the following shall occur. (a) Customer or any Guarantor of any Schedt
"Guarantor'`) fails to pay Owner any Payment due under any Schedule within ten (10) days after it is due, or (b) Customer or any such Guarantor breaches a
Dther term of any Schedule, or (c) Customer or any such Guarantor makes any misrepresentation to Owner, or (d) Customer or any such Guarantor fails to pay a
other material obligation owed to Owner, any of Owner's affiliates, or an other party, or (e) Customer or any such Guarantor shall consent to the appointment o
-eceiver, trustee or liquidator of Its
or a substantial part of Its assets, or
there shall be filed by or against Customer or any such Guarantor a petition in bankrupb
or (g) Customer's articles of incorporation or other formation documents shall be amended to change Customer's name and Customer fails to give Owner writt
notice of such change (including a copy of any such amendment) on or before the date such amendment becomes effective, or (h) Customer's legal existence in
state of incorporation or formation shall have lapsed or terminated, or (i) Customer shall dissolve, sell, transfer or otherwise dispose of all or substantially all of
assets, without Owner's prior written consent, which consent shall not be unreasonably withheld, or U) without prior written consent of Owner, which consent sh
lot be Unreasonably withheld, Customer merges or consolidates with any other entity and CUstoner is not the survivor of such merger or consolidation. Upon defat
Owner may do any one or more of the following: (1) recover from Customer the sum of (A) any end all Payments, late charges and other amounts then due a
owin under any oral) Schedules, (B) acCa rete and collect the unpaid balance of the remaining Payments scheduled to be paid under any or all Schedules, togett
Kith Owner's anticipated residual interest in any or all Equipment subject to them, both discounted to present value at a rate of 3% per annum, and (C) Owns
'elated reasonable attomeys' fees, collection costs and expenses; (2) enter upon Customer's premises and take possession of any or all of such Equipment;
terminate any or all Scheduuls% andlor (4) utilize any other right or remedy provided by applicable law. Customer shall also pa yy to Owner interest on all unpi
amounts due under a Schedule from the due date of such amounts until paid in full, at a rate per annum equal to the lower of 1-1/2% per month or the highest r,
of interest permitted by applicable law (the "Default Interest Rate"). In the event the Equipment is returned or repossessed by Owner, Owner will, if commerci:
reasonable, sell or otherwise dispose of the Equipment, with notice as required by law, and apply the net proceeds after deducting the costs and expenses of sL
sale or other disposition, to Customer's obligations hereunder with Customer remaining liable for any deficiency and with any excess being retained by Owner
applied as required by law. If Customer fails to perform or comp[y with any of its agreements or obligations, Owner may perform or comply vnth such agreements
obligations in its own name or in Customers name as attorney -In -fact and the amount of any payments and expenses of Owner incurred in connection with si,
)erformance or compliance, together with Interest thereon at the Default Interest Rate, shall be payable by Customerto Owner upon demand. No express or Impli
Naiver by Owner of any default or breach of Customer's obligations hereunder shall constitute a waiver of any other default or breach of Customer's obligatic
iereunder.
13. Miscellaneous. All Schedules shall be binding on Customers successors and permitted assigns, and shall be for the benefit of Owner and its successors an
Assignees. EACH SCHEDULE SHALL BE GOVERNED BY THE LAWS OF MICHIGAN, WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICT OF LAWS O
CHOICE OF LAW. THE PARTIES WAIVE THE RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING RELATING TO ANY SCHEDULE OR
EQUIPMENT. The parties do not Intend to exceed any applicable usury laws. If for any reason a Schedule is held to constitute a loan of money, an
amounts payable under such Schedule in excess of the applicable highest lawful rate of interest shall be deemed a prepayment of any principal amoun
due under the Schedule and, if such principal is paid In full, such excess amounts shall be immediately refunded to Customer. Customer agrees that i
shall upon request from Owner, promptly provide to Owner a copy of Customer's most recent annual financial statements and any other financial Information o
ustomer (InGuding inter m financial statements) that Owner may request Customer authorizes Owner to share such information w th Owners affiliates for purpose
)f credit approval. Customer expressly authorizes credit reporting agencies and other persons to furnish credit information to Owner and Its Assignees (an
�rospective Assignees), separately orjointly with other creditors or Owners, for use in connection with this Agreement or any Schedule. Customer agrees that Owne
nay provide any information or knowledge Owner may have about Customer or about any matter relating to this Agreement or any Schedule to any one or nor
Assignees (and prospective Assignees). Owners and joint users of such information are authorized to receive and exchange credit information and to update suc
nformaticn as appropriate during the tertri of this Agreement and each Schedule. Information about Customer may he used for marketing and administrative purpos
and shared with Owner's affiliates. Customer may direct Owner not to share that information (except transaction and experience information and information needs
.`or credit approval) with Owner's affiliates by writing to the Owners address referenced above. This Agreement will not be valid until accepted by Owner (as evidence
ay Owners Signature below), Customer represents and Warrants to Owner, that effective on the date on which Customer executes this Agreement and sac
5Cheri (I If Customer is a partnership, corporetion, limited liability company or other legal entity, the execution and delivery of this Agreement and each Schedul
and the pe ormance of Customers obligations hereunder and thereunder have been duly authorized by all necessary action on the part of the Customer; (ii) th
oerson signing this Agreement and each Schedule on behalf of Customer Is duly authorized; (ili) all information provided by Customer to Owner In connection wit
;his Agreement and each Schedule Is true and corect; and (iv) this Agreement and each Schedule constitute legal, valid and binding obligations of Customer
enforceable against Customer in accordance with their terms. This Agreement and each Schedule maybe executed in counterparts and any facsimile, photographl
or other electronic transmission and/or electronic signing of this Agreement and each Schedule by Customer and when manually countersigned by Owner or attache
?o Owner's original signature counterpart and/or in Owners possession shall constitute the sole original chattel paper as defined in the UCC for all purposes an
will be admissible as legal evidence thereof. No security interest in this Agreement and each Schedule can be perfected by possession of any counterpart oche
than the counterpart bearing Owners original signature. Customer agrees not to raise as a defense to the enforcement of this Agreement or any related documan
nereto the fact that such documents were executed by electronic means. Any provision of a Schedule which is unenforceable In any jurisdiction shall, as to sue
jurisdiction, be ineffective to the extent of such unenforceability without invalidating the remaining provisions of the Schedule, and any such unenforceability In an
jurisdiction shall not render unenforceable such provision in any other jurisdiction. Pare mph headings are for convenience only, are not part of the Schedule an
shall not be deemed to affect the meaning or construction of any of the provisions hereof. Customer has not received any tax or accounting advice from Owner. Thi
Agreement, any Schedules, any attachments to this Agreement or any Schedules and any express warrantees made by Stryker Sales, LLC constitute the entir
agreement between the parties hereto regarding the Equipment and its use and possession and supersede all prior agreements and discussions regarding th
Equipment and any prior course of conduct. There are no agreements, oral or written, between the parties which are contrary to the terms of this Agreement an
such other documents_
CUSTOMER HAS READ THIS AGREEMENT AND EACH SCHEDULE BEFORE SIGNING IT.
Customer signature Accepted by Flex Financial, a division of Stryker Sales, LLC
Signature: Date: Signature, ' Date:
F �3 &" 10-11,213
9/27/2023
Print name: = Print name:
Tim Murry Louis Irons
�Tftle: Title:
Mayor Director, Risk Management
Agreement # 11310196350
DocuSign Envelope to: 95357CE93C2D-4B64-9969-ABE5B4795531
stryker
EQUIPMENT SCHEDULE NO. 001 TO MASTER AGREEMENT NO.11310196350
(Equipment Rental Schedule)
Owner: Customer:
Flex Financial, a division of Stryker Sales, LLC City of Clermont Florida
1901 Romence Road Parkway 439 W HIGHWAY 50
Portage, MI 49002 Clermont Florida 34711.3031
Supplier:
Stryker Sales, LLC, 3800 E. Centre Avenue, Portage, MI 49002
Eq)pjamgpt flesr�p!y ; see part I on attached Exhibit A
(acn1,d/�orpaas deesscr ed n Invoices) or equipment list attached hereto and made a part hereof collectively, the "Equipment")
`E-O HIG CH rY gj,;:,lennont, Florida 34711-3031
ISchedule of periodic rent payments:
I10 Annual payments of $208,213.50 (Plus Applicable Sales/Use Tax)
ITerm in months: 109 IMinimum monthly uses: DIM IFee per use: n1a
TTERMS AND CONDITIONS
1. Rental aAr flRpf, ntltp��'�rp �q�5/t{ga ❑(�, The undersigned Customer ("Customer) unconditionally and Irrevocably agrees to rent from the Owner whos
name Is Iste ve l 0 jth� E�7(�iN5111 r1�3bll6ed above, on the terms specified in this Schedule, including all attachments to this Schedule and in the Maste
Agreement referred to above (as amended from time to time, the "Agreement"). Except as modified herein, the terms of the Agreement are hereby ratified an
Incorporated Into this Schedule as if set forth herein in full, and shall remain fully enforceable throughout the Tenn of this Schedule (as defined below). Capitalize
terms used and not otherwise defined in this Schedule have the respective meanings given to those terms in the Agreement. The term of this Schedule ("Term"
shall start on the day the Equipment is delivered to Customer and shall continue for the number of months set forth above beginning with the Rent Commencemen
Date (as defined below). Customer shall be deemed to have accepted the Equipment for rent under this Schedule on the date that is ten
(10) days after the date it is shipped to Customer by the Supplier ("Acceptance Date") and, at Owner's request, Customer shall confirm for Owner such acceptant
in writing. No acceptance of any item of Equipment may be revoked by Customer. The Periodic Rent Payments described above ("Periodic Rent") shall b
paid commencing on (1) the first day of the month following the month in which the Acceptance Date occurs, if the Acceptance Date is on or before the 15th of th
month, or (ii) the first day of the second month following the month in which the Acceptance Date occurs, if the Acceptance Date is after the 15th day of the mont
("Rent Commencement Date"). Unless otherwise instructed by Owner in writing, all Periodic Rent and other amounts due hereunder shall be made to Owner'
address above. Any payment by or on behalf of Customerthat purports to be payment in full for any obligation under this Schedule may only be made after Owner'
prior written agreement to accept such payment amount. Periodic Rent Is due monthly beginning on the Rent Commencement Date and confinuing on the sam
day of each consecutive month thereafter during the Term regardless of whether or not Customer receives an invoice for it. The Minimum Monthly Uses and Fe
Per Use described above shall not affect the amount of any monthly payment.
2. Return of equipment. Customers will give Owner at least 90 days but not more than 180 days written notice (the "Return Notice") (to Owner's address above
before the initial Term (or any renewal term) expiration of Customer's intention to return the Equipment, whereupon Customers shall: return all of the Equipment It
good working condition at Customer's cost how, when and where Owner directs. If Customer fails to give Return Notice or the Return Notice is not sent timely, th
Term will be automatically extended (upon the same terms and payments) until the first Periodic Rent payment date which is more than 90 days after Customer ha
given Owner written notice by certified mail that Customerwill return Equipment to Owner and atthe end of such extended Term, Customershall return the Equipmen
as described above. All Equipment upon return to Owner shall be in the same condition and appearance as when delivered to Customer, excepting only reasonabl
wear and tear from proper use and all such equipment shall be ellgible for manufacturer's maintenance. If Customer fails to return the Equipment as and whe
required, Customer shall continue to remit Periodic Rent ("Remedial Pavments") to Owner on the dates such payments would be payable under this Schedule as i
this Schedule had not expired or terminated.
3. M14,0AjRIN If Customer fails to pay (within thirty days of Invoice date) any freight, sales tax or other amounts related to the Equipment which are not finance
h reu i raR6 57 billed directly by Owner to Customer, such amounts shall be added to the Periodic Rent Payments set forth above (plus interest or additions
charges thereon) and Customer authorizes Owner to adjust such Periodic Rent Payments accordingly. Customer agrees that this Schedule is intended to be
"finance lease" as defined In §2A-103(1)(g) of the Uniform Commercial Code. This Schedule will not be valid until signed by Owner. Customer acknowledges the
Customer has not received any tax or accounting advice from Owner. If Customer is required to report the components of its payment obligations hereunder t
certain state and/or federal agencies or public health coverage programs such as Medicare, Medicaid, SCHIP or others, and such amounts are not adequatell{
disclosed in any attachment hereto, then Stryker Sales, LLC will, upon Customer's written request, provide Customer with a detailed outline of the components of it
payments which may include equipment, software, service and other related components.
CUSTOMER HAS READ (AND UNDERSTANDS THE TERMS OF) THIS SCHEDULE BEFORE SIGNING IT:
Customer signature Accepted by Flex Financial, a division of Stryker Sales, LLC
Rure: o cusl,nw b, Date: Signature: Date:
9/27/20239/271a.3
name: Prin name:
Tim Murry
Title:
Mayor
Louis Irons
Director, Risk Management
Agreement # 11310196350
DocuSign Envelope 10. 95357CE9.3C2D-4B64.9969-A8E5B4795531
stryker
Exhibit A to Rental Schedule001 to Master Agreement No.11310196350
Description of equipment
Customer name: City of Clermont Florida
Delivery Location: 439 W HIGHWAY 60, Clermont, Florida. 34711-3031
Part I - Equipment/Service Coverage (If applicable)
Model number
Equipment description
Quantity
99577-001957
LP15,ENSP02CO3U12LEXNIBP
9
41577-000288
LP15 SHIP KIT
9
11171-000046
M-LNCS DCI,ADULT REUSABLE SEN
9
11171-000049
RAINBOW DCI ADT REUSABLESENSOR
9
11577-000002
KIT -CARRY BAG,MAIN BAG
9
11220-000028
TOP POUCH
9
11260-000039
KIT- CARRY BAG,REAR POUCH3
9
11171-000082
RC-4,EMSRAINBOWPATIENT
9
11141-000115
BASE-REDI-CHARGE BATTERY CHAR
9
11577-000004
LI-ION CHARGER,STATIONSTO P
9
21330-001176
LP 15 Lithium -ion Battery 5.7 amp hrs
36
99576-000063
LUCAS 3,3.11N SHIPPING BOX
8
11576-000060
LUCAS BATTERY CHARGER,MAINS PL
8
11576-000071
LUCAS POWER SUPPLY W ITHCORD,RE
8
11576-000080
BATTERY,LUCASDARK GRAYY
8
99512-001263
LPCR2,WIFIBEN-USDEAIROS
9
650705550001
6507 POWER PRO 2,HIGH CONFIG
1
650700450301
ASSEMBLY,BATTERY CHARGER
1
650700450102
ASSEMBLY,POWER CORDNORTH AM
1
650707000002
KIT,ALVARIUM BATTERYSERVICE
1
Total equipment:
$1,626,713.50
Service coverage:
Model number
Service coverage description
Quantity
Years
81000002
DATA: Lifenet Care EMS Tier 2 (5K-25K) Runs
1
0.00
78000008
LP15 On Site Prevent w batt
9
10.00
78000020
LUC On Site Prevent w batt
8
10.00
78000044
LPCR2 On Site PM w ban
9
10.00
77500010
POWER -PRO 2 PREVENT SERVICE
1
10.00
Total service coverage: $430,386.50
Freight: $25,035.00
Total Amount: $2,082,135.00
'Signature page to follow"
DocuSign Envelope ID: 95357CE9.3C2D-4864-9969-A8E5B4795531
Stryker
Customer signature
Accepted by Flex
Signature:
Financial, a division of Stryker
Sales, LLC
Date:
lure: DDD -Sva dbv.
Date:
2Pn4TPP2f1RRe64;.
9/27/2023
/ �%�
�
Print name:
1 %/�G�/j/�/1
//z712.3
7
name:
Tim Murry
Louis
tie:
Irons
Mayor
Director,
Risk Management
DocuSign Envelope ID: 95357CEg-3C2D-4B64-9969-A8E5B4795531
stryker
Insurance Authorization and Verification
Date: August 31, 2023
To: City of Clermont Florida ("Customer")
439 W HIGHWAY 50
Clermont, Florida 34711-3031
Schedule 001 To Master Agreement Number 11310196350
From: Flex Financial, a division of Stryker Sales, LLC ("Creditor")
1901 Romance Road Parkway
Portage, MI 49002
TO THE CUSTOMER: In connection with one or more financing arrangements, Creditor may require proof in the form of this document, executed by both Customer'
and Customers agent, that Customers Insurable interest In the financed property (the "Property") meets the requirements as follows, with coverage including, but
not limited to, fire, extended coverage, vandalism, and theft:
Creditor, and Its successors and assigns shall be covered as both ADDITIONAL INSURED and LENDER'S LOSS PAYEE with regard to all equipment
financed or acquired for use by policy holder through or from Credito .
Customer must carry GENERAL LIABILITY (andfor, for vehicles, Autom oblle Liability) in the amount of no less than $1,000,000.00 (one million
dollars).
Customer must carry PROPERTY Insurance (or, for vehicles, Physical Damage Insurance) in an amount no less than the'lnsurable Value'
$1,626,713.50 with deductibles no more than $10,000.00.
'PLEASE PROVIDE THE INSURANCE AGENTS INFORMATION REQUESTED BELOW & SIGN WHERE INDICATED
signing, Customer authorizes the Agent named below: 1) to complete and return this form as indicated; and 2) to endorse the policy and subsequent renewals
reflect the required coverage as outlined above.
Pnsuranceagency: FLORIDA MUNICIPAL INSURANCE TF
IAgent name: Florida League of Cities, Inc.
dress:
r
P.O. Box 538135
PhoneNax: 407-42 5 - 9142
Email address: I TDenahan@flcities.com
Customer signature
iture: Docueieaed by:
acaoa
name:
Tim Murry
Mayor
9/27/2023
'Customer. Creditorwill fax the executed form to your insurance agency for endorsement. In Lieu of agent endorsement. Customer's agency may submit insurance
certificates demonstrating compliance with all requirements. If fully executed form (or Customer -executed form plus certificates) is not provided within 15 days, we
have the right but not the obligation to obtain such insurance at your expense. Should you have any questions please contact Stephen Doorlag at 269-251-
2028.
TO THE In lieu of providing a certificate, please execute this form In the space below and promptly fax It to Creditor at 877-204-1332 . This fully
endorsed orm shall serve as proof that Customer's insurance meets the above requirements.
Agent hereby verifies that the above requirements have been met In regard to the Property listed below.
Agent signature
Signature: (Date:
Printname: L"61iS—i+=o**5
Carrier name:
Camler policy number:
Policy expiration date:
Insurable value: $1,626,713.50
ATTACHED: PROPERTY DESCRIPTION FOR Schedule 001 To Master Agreement Number 11310196350
See Exhibit A to Schedule 001 To Master Agreement Number 11310196350
TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED
OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.
DocuSign Envelope ID: 95357CE9-3C2D-4B64-9969-A8E5B4795531
stryker
State and Local Government Customer Rider
This State and Local Govemment Customer Rider (the "Rider") is an addition to and hereby made a part of SCHEDULE0411 TO MASTER AGREEMENT
No. 11310196350 (the "Agreement") between Flex Financial, a division of Stryker Sales, LLC ("Owner") and City of Clermont Florida ("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 municipal corporation 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 all applicable laws, rules, ordinances, and regulations governing open meetings, public bidding and appropriations required in
connection with the Agreement, the performance of its obligations under the Agreement and the acquisition and 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 (a) 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. Customerfurther represents and warrants to Owner that, as of the date each item of Equipment
becomes subjectto 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 reasonably necessary and timely action during the Agreement Tenn to obtain and maintain
funds appropriations sufficient to satisfy its payment obligations under the Agreement (the "Obligations"), including, without limitation, providing for the Obligations
In each proposed budget submitted and subject to approval as provided by Florida law to obtain applicable appropriations.
3. Notwithstanding anything to the contrary provided in the Agreement, if Customer does not appropriate funds sufficient 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 "Non-Arimoriation Event"), and
provided Customer is not In default of any of Customer's obligations under such Agreement as 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 60 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 (1) 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 all 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 certification of a responsible official that a Non -Appropriation Event has occurred, (III) 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.
S. Any provisions in this Rider that are in conflict with any applicable statute, law or rule shall 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 Sala, LLC
Iture: gucusianed by: Date:
� .. Ignatu: �IDoane:
9/27/2023 re /; 717
name: Print name:
Tim Murry Louis Irons
Title:
Mayor Director, Risk Management
DocuSign Envelope ID: 95357CE9-3C20-4B64-9969-A8E5B4795531
stryker
Opinion of Counsel Letter
August 31, 2023
Flex Financial, a division of Stryker Sales, LLC
1901 Romance Road Parkway
Portage, MI49002
Gentlemen/Ladles:
Reference is made to SCHEDULE 001 TO MASTER AGREEMENT NO. 11310196350 (collectively, the "Agreement') between Flex Financial a division of
Stryker Sales, LLC. and City of Clermont Florida (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 politic of the State of Florida and is authorized by the Constitution and laws of the State of Florida 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 set forth above has been duly authorized, executed and delivered by the Customer and constitutes a valid, legal and binding agreement,
enforceable in accordance with its terms.
3. No further approval, consent or withholding of objections is required from any federal, state or local governmental authority and the Customer compiled 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 State
and Local Government Customer Rider (K there is such a Rider attached to the Agreement) for the nonappropriation of funds to pay the Agreement payments for
any fiscal period during the term of the Agreement.
Very truly yours,
Signature
Signature: oo.„srgnco by
Date:
L2-�Jqq
9/27/2023
— —
Print Name:
Tim Murry
Title:
Mayor
Agreement #: 11310196350
DocuSign Envelope ID: 95357CE9-3C2D-4864-9969-A6E5B4795531
Stryker
ADDENDUM TO MASTER AGREEMENT NO. 11310196350 AND EQUIPMENT SCHEDULE NO. 001
THERETO (EQUIPMENT RENTAL SCHEDULE) BETWEEN CITY OF CLERMONT FLORIDA AND FLEX
FINANCIAL, A DIVISION OF STRYKER SALES, LLC
This Addendum is hereby made a part of the agreement (the "Agreement') described above, and the schedule described above (the "Schedule"). In the event
of a ronfliet between the provisions of this Addendum and the provisions of the Agreement or SChedule, the provisions of this Addendum shall control.
The parties hereby agree as follows'.
1. The fourth sentence of Section 3 of the Agreement is hereby amended in its entirety to read as follows:
If Customer fails to pay any amount due under a Schedule within thirty (30) days after its due date, Customer agrees to pay a late charge equal to (as reasonable
liquidated damages and not as a penalty) five percent (5%) of the amount of each such late payment.
2. The following provisions are hereby inserted directly prior to the last sentence of Section 7 of the Agreement:
The foregoing hold harmless and Indemnifications obligation shall only be applicable to such claims, damages, losses and expenses not resulting from the
negligence or intentional acts of Owner, its assignees or agents. Further nothing herein shall act as or be construed as a waiver of any sovereign immunity that
Customer may enjoy as a matter of law.
3. The second sentence of Section 13 of the Agreement is hereby amended in its entirety to read as follows:
EACH SCHEDULE SHALL BE GOVERNED BY THE LAWS OF FLORIDA, WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICT OF LAWS
OR CHOICE OF LAW.
Customer signature
Signature:
7 J2023
Printname: Tim Murry
Title: Mayor
Accepted Flex Finan,Wh adiivi/sion of Stryker Sales, LLC
Sign � r�fl'i'�J IDi/OZ]/o�-�
Printna e:Louis Irons
(Title: Director, Risk Management