R2026-102 Resolution Authorizing the Acquisition of LIFEPAK 35 Cardiac Monitors and Enter into An Eight-Year Lease Agreement with Flex Financial

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stryker Short Form Lease Agreement No.2210241213 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"): Supplier: CITY OF DECATUR Stryker Sales,LLC,3800 E.Centre Avenue,Portage,MI 49002 1415 N WATER ST Equipment description:(see attached Exhibit A which is a part of this DECATUR,Illinois 62526-4439 Agreement.) Equipment Location: 1415 N WATER ST DECATUR, Illinois 62526-4439 Payment information #of lease Payment Lease payment Terms of Agreement in months:85 payments frequency Equipment purchase option:$1 Buyout Option Equipment purchase option shall be FMV unless another option is stated above. Number of Payment Payment amount Security First period Other Total payment payments frequency deposit payment enclosed 8 Annual $87,427.05(First payment due 30 days after Agreement is commenced),(plus applicable $0.00 +$0.00 +$0.00 =$0.00 sales/use taxes-see"Taxes"section below) 1. Lease: You ("Customer")agree to lease from us ("Owner")the equipment (including software and/or software license fees ("Software"), if any, "Equipment") listed aboveand on any attached schedule in accordance with the terms of this Agreement(this"Agreement").This Agreement starts on the day the Equipment is delivered to you ("Commencement Date") and continues for the number of months described above (the "Term"). The Lease Payments ("Payments") shall be payable beginning on the Commencement Date or any later date we designate and thereafter until all fully paid. Your obligations under this Agreement ("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%for each Payment or$10.00,whichever is greater.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 shall be determined in good faith by us from such sources as we shall determine to be comparable to Bloomberg[or any successor])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 Website as quoted by Bloomberg. You shall be deemed to have accepted the Equipment for lease hereunder upon the date that is ten (10)days after it is shipped to you by the Supplier and, at our request,you shall confirm for us such acceptance.No acceptance of any item of Equipment may be revoked by you. 2. Title and laws: Unless you have a$1.00 purchase option,we own the Equipment and you have the right to use the Equipment during the Term, provided you comply withthe terms of this Agreement. If you have a $1.00 purchase option or this Agreement is deemed to be a security agreement, you grant us a security interest in the Equipment and all proceeds therefrom, and authorize us to file financing statements on your behalf. You agree not to permit any lien, claim or encumbrance to be placed upon the Equipment.You shall 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. 3. Equipment use, maintenance and warranties: Any assignee (as defined below) is leasing the Equipment to you "AS-IS" AND MAKES NO WARRANTIES,EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 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 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(iii)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.STRYKER SALES, LLC(INCLUDING FLEX FINANCIAL,A DIVISION OF STRYKER SALES, LLC) MAKES NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE REGARDING ANY EQUIPMENT. This Agreement will not impair any express warrantees or indemnifications 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. 4. Assignment:You agree not to transfer,sell,sublease, 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 and continuing until the Equipment is returned to us in accordance with the terms of this Agreement,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 all risks 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,cancellation or expiration of this Agreement. 6.Taxes:You agree to pay when due, either directly or as reimbursement to us, all taxes(i.e., sales, use and personal property)and charges in connection with ownership and use of the Equipment. We may charge you a processing fee for administering property tax filings. To the extent not expressly prohibited by applicable law,you will indemnify us on an after-tax basis,on demand,against the loss or unavailability of any of our anticipated equipment ownership tax benefits caused by your act or omission. Agreement#2210241213