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HomeMy WebLinkAboutContract 58482 CSC No. 58482 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement("Agreement")is entered into by and between North America Fire Equipment Co, Inc ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality. The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Cooperative Purchase Agreement; 2. Exhibit A—Seller's Quote, Scope of Services or Purchase Order; 3. Exhibit B—Cooperative Agency Contract NPPGov PS20075and 4. Exhibit C—Conflict of Interest Questionnaire Exhibits A, B, and C, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with the provisions of this Agreement. Total payment made under this Agreement for the first year by City shall be in the amount not to exceed Six Hundred Seventy Five Thousand Dollars ($675,000). Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement is effective beginning on the date signed by the Assistant City Manager below ("Effective Date") and expires March 24, 2023. The City shall be able to renew this agreement for three (3) one-year automatic renewal options by written agreement of the parties. Vendor agrees that City shall,until the expiration of three(3)years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX To CITY: To VENDOR: City of Fort Worth Attn: Valerie Washington, Asst. City Manager North America Fire Equipment Co, Inc 200 Texas Street 1515 West Moulton Street Fort Worth, TX 76102-6314 Decatur, Al,35601 Facsimile: (817) 392-8654 Facsimile: NA With copy to Fort Worth City Attorney's Office at same address The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: VA&„k)f--. By signing I acknowledge that I am the person By: Valeriewasnington(Nov 17,202214:22 CST) responsible for the monitoring and administration Name: Valerie Washington of this contract,including ensuring all performance Title: Assistant City Manager and reporting requirements. Date: ✓��rif2�7v�12,I APPROVAL RECOMMENDED: By: Denise Jones(Nov 14,202213:39 CST) Name: Denise Jones Title: Parts/Materials Supervisor By: J sDavis(Nov14,202214:38CST) APPROVED AS TO FORM AND LEGALITY: Name: James Davis 4o4b�nu4� Title: Fire Chief bOF FoRt as A0000000000a�d ATTEST: pvg o=� By, dpa,�o *�d Name: Jessika Williams d aa>1 p oo Y Title: Assistant City Attorney �nEXASoa ,Tannel'-fe S. Goodall By: JannetteS.Goodall(Nov 18,202208:000S1) CONTRACT AUTHORIZATION: Name: Jannette Goodall M&C: 22-0858 Title: City Secretary VENDOR: North America Fire Equipment Co, Inc By: Name: Ronald Woodall Title: Vice President OFFICIAL RECORD Date: 11-11-2023 CITY SECRETARY FT.WORTH,TX Exhibit A FORT WORTH/LION/NAFECO PPE CONTRACT NPPGOV.COM CONTRACT NUMBER #M-5708248 TURNOUT GEAR—**PURCHASED THROUGH NAFECO** Coat without Lettering on patch $1,633.00 Coat WITH lettering on patch $1,660.53 Pants with Suspenders $1,052.68 Extra Suspenders $ 90.53 Legend Helmet with internal face shield $ 363.85 QR14 Boot $ 354.38 LION Hood TAN OR BLACK $ 104.35 Commander Ace Glove $ 116.53 LION TOTALCARE Products (Training Gear, Overflow Cleaning, Repair Parts) ***ALL Purchased Through LION*** TRAINING GEAR- SPECIAL 4 MONTH PROGRAM Training Coat (special Name Patch Attachment for Fort $ 223.04 Worth) Training Pant $ 202.88 Helmet $ 120.83 BOOT $ 87.92 Gloves (that you will own) $ 62.32 OVERFLOW 1851 GEAR MAINTENANCE (must be given minimum a days notice) Coat $ 52.08 Pant $ 52.08 SET OF GEAR $ 104.15 NPPgov.com contact Chris Bordnick: phone 904.362.2245 email: chrisbordnick@mynpp.com NORTH AMERICAN FIRE EQUIPMENT COMPANY PSK#13387 SUPPLIER ID: 7000000115 LION FIRST RESPONDER PPE, INC SUPPLIER ID: 00000003002 Lion contact Mike Kucharski: phone 913.484.5686 email: mkucharski@lionprotects.com Exhibit B NAFECOFire Fighter Personal Protective Equipment CONTRACT Product SpecificsVW-F North America Fire Equipment Company, Inc.(NAFECO)was started in 1968 by its founder, Jerrell Oaks. It began primarily as a service Lead Public Agency: League of Oregon Cities business tolocal factories and businesses doing fire extinguisher service RFP#1915 and has developed over the years into a full line distributor of fire, law enforcement, and industrial safety apparel and equipment as well as KME fire apparatus. Some products on contract include: CONTRACT TERM • Hoods • EMS & Fire General Garments CONTRACT NUMBER: P520075 • Gloves Effective Date:03/26/2020 • Boots Initial expiration:03/26/2023 Possible extensions through:03/26/2026 NPPGov Pricing Details NPPGov is a national cooperative This contract offers up to 20% off list price. procurement organization based in Seattle,WA offering publicly solicited For pricing and product details, log in to nppgov.com contracts to government entities nationwide. Our contracts are created through a public solicitation by a Lead Public Agency.Access to our Contract Details cooperative contracts is free and there are no purchasing obligations. • Log into nppgov.com • Forms, legal documentation, price lists and other Benefits of cooperative contracts: information can be found on the NAFECO vendor page • Competitively bid, no • Sign the Intergovernmental Agreement additional RFP necessary (IGA) and keep for your records • Saves time and money in • Provide your NPPGov member number on the purchase order your procurement process • Live contract support National nppgov.com Purchasing NPv... Partners nppM.. PublicWelyGPC customerservice@nppgov.com Government 877.329.8847 8/25/22,2:17 PM NAFECO-PPE-NPPGov npp Search this site 4 Jeff Cope(https://nppgov.com/account/) I Logout(/lib/logout.php) Member ID:M-5693867 EXPLORE CONTRACTS " FOR MEMBERS " FOR VENDORS " ABOUT US NAFECO - PPE Publicly Solicited Contract Af;pk START DATE: March 26th,2020 POTENTIAL END DATE: March 26th,2026 CONTRACT NUMBER: PS20075 LEAD PUBLIC AGENCY: League of Oregon Cities(https://nppgov.com/profile_list/lead-agencies) This is a publicly solicited contract established through an RFP process conducted by a Lead Public Agency.This contract satisfies formal competitive bid requirements of most states.All NPPGov members are urged to seek independent review by their legal counsel to ensure compliance with all state and local requirements. Products on Contract • Hoods • EMS&Fire General Garments • Gloves • Boots Instructions to Access This Contract Please fill out the form below to have your local NAFECO representative contact you. https://nppgov.com/contract/nafeco-ppe/ 1/5 8/25/22,2:17 PM NAFECO-PPE-NPPGov Provide your NPPGov member ID and include it on your purchase order.If you have any questions,please contact NPPGov. re you the primary contact for NAFECO-PPE? Please select... v Submit Contract Documents For Best Viewing Results Download Contract Docs Synopsis ® Fire Fighter Personal Protective Equipment RFP 1915 Synopsis(https://s3.us-west-2.amazonaws.com/cros- n ppgov.resou rces/app/u ploads/2020/07/01203036/Fi re-Fighter-Personal-Protective-Eq u ipment-RFP-1915-Synopsis.pdf) RFP ® Firefighter Personal Protective Equipment RFP 1915(https://s3.us-west-2.amazonaws.com/cros- n ppgov.resou rces/app/u ploads/2017/06/23011634/RFP-LOC-Solicitation-Docu ment-Firefighter-Personal-Protective-Equipment-FI NAL1.pdf) IGA I MPA I Contract Overview ®Intergovernmental Agreement(https://s3.us-west-2.amazonaws.com/cros-nppgov.resources/app/uploads/2017/06/28174226/LOC- Intergovernmental-Agreement.pdf) ®NAFECO PPE Master Price Agreement(https://s3.us-west-2.amazonaws.com/cros-nppgov.resources/app/uploads/2020/06/21163422/MPA-1915-LOC- and-NAFECO-A1-EXECUTED.pdf) ®NAFECO PPE Contract Overview(https://s3.us-west-2.amazonaws.com/cros-nppgov.resources/app/uploads/2020/06/29004331/NAFECO-Contract- Ove ry i ew-1915-F F E-P P E-V 1.p d f) Contact NPPGov NPPGov Customer Service customerservice@nppgov.com(mailto:customerservice@nppgov.com) Phone:877.329.8847 Testimonial The purchase wentgreot with no problems whatsoever. I do plan on checking/using NPPGov for any future purchases. F/ Jeffrey Peebles Lyon County Sheriffs Office NAFECO NAFECO Company Overview North America Fire Equipment Company,Inc.(NAFECO)was started in 1968 by its founder,Derrell Oaks.It began primarily as a service business tolocal factories and businesses doing fire extinguisher service and has developed over the years into a full line distributor of fire, law enforcement,and industrial safety apparel and equipment. Additional Company Information & NAFECO Website(https://nafeco.com/) https://nppgov.com/contract/nafeco-ppe/ 2/5 8/25/22,2:17 PM NAFECO-PPE-NPPGov NAFECO Customer Service Lynn Clemons lynn.clemons@nafeco.com(mailto:lynn.clemons@nafeco.com) 800.628.6233 NAFECO Mailing Address 1515 West Moulton Street Decatur,AL 35601 OTHER CONTRACTS THAT MAY INTEREST YOU ij NAFECO Publicly Solicited 4;PL Contract#:PS20045 NAFECO — FFE(https://nppgov.com/contract/nafeco-ffe/) • Fire Fighting Equipment • Hazardous Material Equipment • Fire Extinguishers • Fire Fighter Foam • Fire Fighter Hoses • Fire Pumps START DATE: POTENTIAL END DATE: March 24th,2020 March 24th,2026 FIRSTNET,. 9 Built with AT&T Publicly Solicited OAA Alif;pk Contract#:PS20255 FirstNetTm Built With AT&T(https://nppgov.com/contract/firstnet-built-att/) • Highly Reliable Network Coverage • First Priority • Trusted Security and Resiliency • Public Safety Apps • Dedicated Support • Affordable START DATE: POTENTIAL END DATE: June 15th,2020 June 15th,2026 CURTIS TOOLS FOR HEROES Publicly Solicited Fpk Contract#:PS20060 Curtis — PPE(https://nppgov.com/contract/curtis-ppe/) https://nppgov.com/contract/nafeco-ppe/ 3/5 8/25/22,2:17 PM NAFECO-PPE-NPPGov • Turnout Ensemble&Accessories • Helmets,Hoods,Eyewear,Jackets,GLoves,Pants&Boots • Search&Rescue Clothing Ensembles&Accessories • Wildland Firefighting Clothing Ensembles&Accessories • HAZMAT Clothing Ensemble Systems • PPE Inspection,Cleaning&Repair,Testing&Maintenance Services START DATE: POTENTIAL END DATE: March 27th,2020 March 27th,2026 LION Publicly Solicited AL*- —A APPIL Contract#:PS2006S LION - PPE(https://nppgov.com/contract/lion/) • Firefighter Turnout Gear • Wildland Firefighting Gear • Technical Rescue Ensembles • CBRN Equipment • Stationwear • EMS&General Fire Garments • Maintenance and Cleaning Services • Med Pro • CBRN • Helmets-Gloves-Boots • LION Academy Online START DATE: POTENTIAL END DATE: April 13,2020 June 13,2026 ME5 MIMIOPLL EMERGENCY SERVICES Publicly Solicited *AA ;pk Contract#:PS20070 MES — PPE(https://nppgov.com/contract/mes-ppe/) • Turnout Gear • Wildland Gear • EMS&General Fire Garments • Helmets-Gloves-Boots • Accessories • Maintenance,Care,Laundry&Extractor Machines • Garment Decontamination START DATE: POTENTIAL END DATE: March 23th,2020 March 23rd,2026 ,T8 Publicly Solicited *AA ;@k Contract#:PS20080 Ten-8 Fire & Safety, LLC - PPE(https://nppgov.com/contract/ten-8-fire-equipment-inc-ppe/) • Turnout Gear(Globe https://nppgov.com/contract/nafeco-ppe/ 4/5 8/25/22,2:17 PM NAFECO-PPE-NPPGov • Wildland Protective Gear(Firedex&PGI) • Helmets(MSA) • Gloves(Firedex,Hexarmor&Shelby) • Boots(Globe,Hexarmor&Shelby) • Accessories(Boston Leather&ESS) • Maintenance&Cleaning START DATE: POTENTIAL END DATE: March 26th,2020 March 26th,2026 ZOL Publicly Solicited 0AA Alif;pk Contract#:PS20200 ZOLL Medical(https://nppgov.com/contract/zoll-medical/) • Defibrillation and monitoring • Circulation and CPR feedback • Data Management • Fluid resuscitation • Therapeutic premature management • Batteries,electrodes and upgrades,and other accessories • Ventilators and related accessories START DATE: POTENTIAL END DATE: June 8th,2020 June 8th,2026 ADDRESS 17930 International Blvd. Suite 900 SeaTac,WA 98188 CONTACT Phone:877.329.8847 customerservice@nppgov.com(mailto:customerservice@nppgov.com) SOCIAL f(https://www.facebook.com/NPPGov) W(https://twitter.com/NPPGov) U (https://www.youtube.com/channel/UCf7Kha5PPKp4- tOQZcy9NGg) in(https://www.linkedin.com/company/nppgov) Terms and Conditions(https://nppgov.com/terms-and-conditions/) Privacy Policy(https://nppgov.com/privacy-policy/) Copyright National Purchasing Partners©2021 https://nppgov.com/contract/nafeco-ppe/ 5/5 DocuSign Envelope ID:63739125-4AE9-461 F-8834-A276A31 EAADE First Amendment to Master Price Agreement for FIRE FIGHTER PERSONAL PROTECTIVE EQUIPMENT (PPE) Product Line Addition This Amendment to the Master Price Agreement is entered into this 181h day of October 2021 by LEAGUE OF OREGON CITIES LOC ("Purchaser") and NORTH AMERICA FIRE EQUIPMENT COMPANY (NAFECO) ("Vendor") based upon the sales and/or service FIRE FIGHTER PERSONAL PROTECTIVE EQUIPMENT (PPE). RECITALS WHEREAS, Purchaser and Vendor entered into a Master Price Agreement numbered PS20075 on or about March 26,2020 and by this reference incorporated herein; and WHEREAS, Vendor desires to add PHENIX Helmets to the price list as permitted under the terms of the Master Price Agreement; and WHEREAS,Vendor has provided notice,on or about October 17,2021,to add the PHENIX Helmets product line to the price list in the Master Price Agreement; and WHEREAS, Purchaser and Vendor desire that the Master Price Agreement shall be amended in part to reflect the product line addition. NOW, THEREFORE, Purchaser and Vendor enter into the following: DocuSign Envelope ID:63739125-4AE9-461 F-8834-A276A31 EAADE AMENDMENT TO MASTER PRICE AGREEMENT 1. Product Addition. Attachment A to the Master Price Agreement shall be amended in part to reflect the following product addition: ATTACHMENT A to Master Price Agreement by and between VENDOR and PURCHASER. PRODUCTS, SERVICES, SPECIFICATIONS AND PRICES FIRE FIGHTER PERSONAL PROTECTIVE EQUIPMENT PPE Product Category Percentage (%) off List Price* (OR fixed price if% off -pricing is not available Helmets PHENIX Helmets 4% DocuSign Envelope ID:63739125-4AE9-461 F-8834-A276A31 EAADE 2. Full Force and Effect. In each and every other respect, the terms of the Master Price Agreement, as amended, entered into between the parties on or about March 26, 2020 shall remain in full force and effect during the term of the agreement and the parties hereto hereby ratify said Master Price Agreement in its entirety, as if fully set out herein, along with the modifications identified herein. IN WITNESS WHEREOF, the parties have hereto signed this Amendment on the day and year first above written. LEAGUE OF OREGON CITIES FDocuSigned b 18, 21 1 3:45 PM PDT BY: cs�FjjV43E ITS: Executive Director NORTH AMERICA FIRE EQUIPMENT COMPANY (NAFECO) DocuSigned by: rbin.Aa wbdA Date October 18, 2021 1 5:45 PM CDT ITS: vice president 3 DocuSign Certificate Of Completion Envelope Id:637391254AE9461 F8834A276A31 EAADE Status:Completed Subject:Please DocuSign:Amendment 1 for PS20075 LOC and NAFECO Source Envelope: Document Pages:3 Signatures:2 Envelope Originator: Certificate Pages:5 Initials:0 Marshall Stiles AutoNav:Enabled 1100 Olive Way Envelopeld Stamping:Enabled Suite 1020 Time Zone:(UTC-08:00)Pacific Time(US&Canada) Seattle,WA 98101 marshal1.stiles@mynpp.com IP Address:73.254.237.236 Record Tracking Status:Original Holder:Marshall Stiles Location:DocuSign 10/18/2021 3:40:03 PM marshall.stiles@mynpp.com Signer Events Signature Timestamp Mike Cully Sent: 10/18/2021 3:42:30 PM mcully@orcities.org Viewed: 10/18/2021 3:44:56 PM Executive Director Signature Adoption:Uploaded Signature Image Signed: 10/18/2021 3:45:07 PM Security Level:Email,Account Authentication Using IP Address:50.246.225.163 (None) Signed using mobile Electronic Record and Signature Disclosure: Accepted:10/18/2021 3:44:55 PM ID:748f15ba-679c-48e9-8964-d9613fbac923 Ronald Woodall by. Sent: 10/18/20213:42:29 PM ronald.woodall@nafeco.com [D11",11,n1d binAJ U064A�I, Viewed: 10/18/20213:44:54 PM P 9vice resident 4C2E4B9,DFW Signed: ned: 10/18/2021 3:45:08 PM North America Fire Equip.CO Inc Security Level:Email,Account Authentication Signature Adoption:Pre selected Style (None) Using IP Address:71.12.143.254 Electronic Record and Signature Disclosure: Accepted:9/7/2021 7:26:48 PM ID:e7b68c7O-81fa-4cOb-b626-Of5825902b22 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 10/18/2021 3:42:30 PM Certified Delivered Security Checked 10/18/2021 3:44:54 PM Envelope Summary Events Status Timestamps Signing Complete Security Checked 10/18/2021 3:45:08 PM Completed Security Checked 10/18/2021 3:45:08 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 12/29/2020 5:54:29 AM Parties agreed to:Mike Cully, Ronald Woodall ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time,National Purchasing Partners (we, us or Company)may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD),please confirm your agreement by selecting the check-box next to `I agree to use electronic records and signatures' before clicking 'CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process,please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact National Purchasing Partners: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: marshall.stiles@mynpp.com To advise National Purchasing Partners of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at bruce.busch@mynpp.com and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from National Purchasing Partners To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to marshall.stiles@mynpp.com and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with National Purchasing Partners To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to marshall.stiles@mynpp.com and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusin� igu des/signer- uguide- signing-system-requirements. 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By selecting the check-box next to -I agree to use electronic records and signatures', you confirm that: • You can access and read this Electronic Record and Signature Disclosure; and • You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and • Until or unless you notify National Purchasing Partners as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by National Purchasing Partners during the course of your relationship with National Purchasing Partners. DocuSign Envelope ID: 16D4A442-A063-4A2B-9655-96448E17CCEE LEAGUE OF OREGON CITIES MASTER PRICE AGREEMENT This Master Price Agreement is effective as of the date of the last signature below (the "Effective Date") by and between the LEAGUE OF OREGON CITIES, an Oregon public corporation under ORS Chapter 190 ("LOC" or"Purchaser")and NORTH AMERICA FIRE EQUIPMENT COMPANY (NAFECO) ("Vendor"). RECITALS WHEREAS, the Vendor is in the business of selling certain FIRE FIGHTER PERSONAL PROTECTIVE EQUIPMENT (PPE), as further described herein; and WHEREAS, the Vendor desires to sell and the Purchaser desires to purchase certain products and related services all upon and subject to the terms and conditions set forth herein; and WHEREAS, through a solicitation for FIRE FIGHTER PERSONAL PROTECTIVE EQUIPMENT (PPE) the Vendor was awarded the opportunity to complete a Master Price Agreement with the LEAGUE OF OREGON CITIES as a result of its response to Request for Proposal No. 1915 for FIRE FIGHTER PERSONAL PROTECTIVE EQUIPMENT (PPE); and WHEREAS, the LEAGUE OF OREGON CITIES asserts that the solicitation and Request for Proposal meet Oregon public contracting requirements (ORS 279, 279A, 279B and 279C et. seq.); and WHEREAS, Purchaser and Vendor desire to extend the terms of this Master Price Agreement to benefit other qualified government members of National Purchasing Partners, LLC dba Public Safety GPO, dba First Responder GPO, dba Law Enforcement GPO and dba NPPGov; NOW, THEREFORE, Vendor and Purchaser, intending to be legally bound, hereby agree as follows: ARTICLE 1 —CERTAIN DEFINITIONS 1.1 "Agreement" shall mean this Master Price Agreement, including the main body of this Agreement and Attachments A-F attached hereto and by this reference incorporated herein, including Purchaser's Request for Proposal No. 1915 (herein "RFP") and Vendor's Proposal submitted in response to the RFP (herein "Vendor's Proposal") as referenced and incorporated herein as though fully set forth (sometimes referred to collectively as the "Contract Documents"). 1.2 "Applicable Law(s)" shall mean all applicable federal, state and local laws, statutes, ordinances, codes, rules, regulations, standards, orders and other governmental requirements of any kind. 1.3 "Employee Taxes" shall mean all taxes, assessments, charges and other amounts whatsoever payable in respect of, and measured by the wages of, the Vendor's employees (or subcontractors), as required by the Federal Social Security Act and all amendments thereto and/or any other applicable federal, state or local law. 1.4 "Purchaser's Destination" shall mean such delivery location(s) or destination(s)as Purchaser may prescribe from time to time. DocuSign Envelope ID: 16D4A442-A063-4A2B-9655-96448E17CCEE 1.5 "Products and Services" shall mean the products and/or services to be sold by Vendor hereunder as identified and described on Attachment A hereto and incorporated herein, as may be updated from time to time by Vendor to reflect products and/or services offered by Vendor generally to its customers. 1.6 "Purchase Order" shall mean any authorized written order for Products and Services sent by Purchaser to Vendor via mail, courier, overnight delivery service, email, fax and/or other mode of transmission as Purchaser and Vendor may from time to time agree. 1.7 "Unemployment Insurance" shall mean the contribution required of Vendor, as an employer, in respect of, and measured by, the wages of its employees (or subcontractors) as required by any applicable federal, state or local unemployment insurance law or regulation. 1.8 "National Purchasing Partners" or"(NPP)" is a subsidiary of two nonprofit health care systems. The Government Division of NPP, hereinafter referred to as "NPPGoV', provides group purchasing marketing and administrative support for governmental entities within the membership. NPPGov's membership includes participating public entities across North America. 1.9 "Lead Contracting Agency" shall mean the LEAGUE OF OREGON CITIES, which is the governmental entity that issued the Request for Proposal and awarded this resulting Master Price Agreement. 1.10 "Participating Agencies" shall mean members of National Purchasing Partners for which Vendor has agreed to extend the terms of this Master Price Agreement pursuant to Article 2.6 and Attachment C herein. For purposes of cooperative procurement, "Participating Agency" shall be considered "Purchaser' under the terms of this Agreement. 1.11 "Party" and "Parties" shall mean the Purchaser and Vendor individually and collectively as applicable. ARTICLE 2—AGREEMENT TO SELL 2.1 Vendor hereby agrees to sell to Purchaser such Products and Services as Purchaser may order from time to time by Purchase Order, all in accordance with and subject to the terms, covenants and conditions of this Agreement. Purchaser agrees to purchase those Products and Services ordered by Purchaser by Purchase Order in accordance with and subject to the terms, covenants and conditions of this Agreement. 2.2 Vendor may add additional products and services to the contract provided that any additions reasonably fall within the intent of the original RFP specifications. Pricing on additions shall be equivalent to the percentage discount for other similar products. Vendor may provide a web-link with current product listings, which may be updated periodically, as allowed by the terms of the resulting Master Price Agreement. Vendor may replace or add product lines to an existing contract if the line is replacing or supplementing products on contract, is equal or superior to the original products offered, is discounted in a similar or to a greater degree, and if the products meet the requirements of the solicitation. No products may be added to avoid competitive procurement requirements. LOC may reject any additions without cause. 2.3 All Purchase Orders issued by Purchaser to Vendor for Products during the term (as hereinafter defined) of this Agreement are subject to the provisions of this Agreement as though fully set forth in such Purchase Order. The Vendor retains authority to negotiate above and beyond the terms of this Agreement to meet the Purchaser or Vendor contract requirements. In the event that the provisions of this Agreement conflict with any Purchase Order issued by Purchaser to Vendor, the provisions of this Agreement shall 2 DocuSign Envelope ID: 16D4A442-A063-4A2B-9655-96448E17CCEE govern. No other terms and conditions, including, but not limited to, those contained in Vendor's standard printed terms and conditions, on Vendor's order acknowledgment, invoices or otherwise, shall have any application to or effect upon or be deemed to constitute an amendment to or to be incorporated into this Agreement, any Purchase Order, or any transactions occurring pursuant hereto or thereto, unless this Agreement shall be specifically amended to adopt such other terms and conditions in writing by the Parties. 2.4 Notwithstanding any other provision of this Agreement to the contrary, the Lead Contracting Agency shall have no obligation to order or purchase any Products and Services hereunder and the placement of any Purchase Order shall be in the sole discretion of the Participating Agencies. This Agreement is not exclusive. Vendor expressly acknowledges and agrees that Purchaser may purchase at its sole discretion, Products and Services that are identical or similar to the Products and Services described in this Agreement from any third party. 2.5 In case of any conflict or inconsistency between any of the Contract Documents, the documents shall prevail and apply in the following order of priority: (i) This Agreement; (ii) The RFP; (iii) Vendor's Proposal; 2.6 Extension of contract terms to Participating Agencies: 2.6.1 Vendor agrees to extend the same terms, covenants and conditions available to Purchaser under this Agreement to Participating Agencies, that have executed an Intergovernmental Cooperative Purchasing Agreement ("IGA') as may be required by each Participating Agency's local laws and regulations, in accordance with Attachment C. Each Participating Agency will be exclusively responsible for and deal directly with Vendor on matters relating to ordering, delivery, inspection, acceptance, invoicing, and payment for Products and Services in accordance with the terms and conditions of this Agreement as if it were "Purchaser' hereunder. Any disputes between a Participating Agency and Vendor will be resolved directly between them under and in accordance with the laws of the State in which the Participating Agency exists. Pursuant to the IGA, the Lead Contracting Agency shall not incur any liability as a result of the access and utilization of this Agreement by other Participating Agencies. 2.6.2 This Solicitation meets the public contracting requirements of the Lead Contracting Agency and may not be appropriate under or meet Participating Agencies'procurement laws. Participating Agencies are urged to seek independent review by their legal counsel to ensure compliance with all local and state solicitation requirements. 2.6.3 Vendor acknowledges execution of a Vendor Administration Fee Agreement with NPPGov, pursuant to the terms of the RFP. 2.7 Oregon Public Agencies are prohibited from use of Products and Services offered under this Agreement that are already provided by qualified nonprofit agencies for disabled individuals as listed on the Department of Administrative Service's Procurement List ("Procurement List") pursuant to ORS 279.835-.855. See www.OregonRehabilitation.org/qrf for more information. Vendor shall not sell products and services identified on the Procurement List (e.g., reconditioned toner cartridges)to Purchaser or Participating Agencies within the state of Oregon. 3 DocuSign Envelope ID: 16D4A442-A063-4A2B-9655-96448E17CCEE ARTICLE 3—TERM AND TERMINATION 3.1 The initial contract term shall be for three (3) calendar years from the Effective Date of this Agreement ("Initial Term"). Upon termination of the original three (3) year term, this Agreement shall automatically extend for up to three (3) successive one (1)year periods; (each a "Renewal Term"); provided, however, that the Lead Contracting Agency and/or the Vendor may opt to decline extension of the MPA by providing notification in writing at least thirty (30) calendar days prior to the annual automatic extension anniversary of the Initial Term. 3.2 Either Vendor or the Lead Contracting Agency may terminate this Agreement by written notice to the other party if the other Party breaches any of its obligations hereunder and fails to remedy the breach within thirty(30) days after receiving written notice of such breach from the non-breaching party. ARTICLE 4— PRICING, INVOICES, PAYMENT AND DELIVERY 4.1 Purchaser shall pay Vendor for all Products and Services ordered and delivered in compliance with the terms and conditions of this Agreement at the pricing specified for each such Product and Service on Attachment A, including shipping. Unless Attachment A expressly provides otherwise, the pricing schedule set forth on Attachment A hereto shall remain fixed for the Initial Term of this Agreement; provided that manufacturer pricing is not guaranteed and may be adjusted based on the next manufacturer price increase. Pricing contained in Attachment A shall be extended to all NPPGov, Public Safety GPO, First Responder GPO and Law Enforcement GPO members upon execution of the IGA. 4.2 Vendor shall submit original invoices to Purchaser in form and substance and format reasonably acceptable to Purchaser. All invoices must reference the Purchaser's Purchase Order number, contain an itemization of amounts for Products and Services purchased during the applicable invoice period and any other information reasonably requested by Purchaser, and must otherwise comply with the provisions of this Agreement. Invoices shall be addressed as directed by Purchaser. 4.3 Unless otherwise specified, Purchaser is responsible for any and all applicable sales taxes. Attachment A or Vendor's Proposal (Attachment D) shall specify any and all other taxes and duties of any kind which Purchaser is required to pay with respect to the sale of Products and Services covered by this Agreement and all charges for packing, packaging and loading. 4.4 Except as specifically set forth on Attachments A and F, Purchaser shall not be responsible for any additional costs or expenses of any nature incurred by Vendor in connection with the Products and Services, including without limitation travel expenses, clerical or administrative personnel, long distance telephone charges, etc. ("Incidental Expenses"). 4.5 Price reductions or discount increases may be offered at any time during the contract term and shall become effective upon notice of acceptance from Purchaser. 4.6 Notwithstanding any other agreement of the Parties as to the payment of shipping/delivery costs, and subject to Attachments A, D, and F herein, Vendor shall offer delivery and/or shipping costs prepaid FOB Destination. If there are handling fees, these also shall be included in the pricing. 4.7 Unless otherwise directed by Purchaser for expedited orders, Vendor shall utilize such common carrier for the delivery of Products and Services as Vendor may select; provided, however, that for expedited orders Vendor shall obtain delivery services hereunder at rates and terms not less favorable than those paid by Vendor for its own account or for the account of any other similarly situated customer of Vendor. 4 DocuSign Envelope ID: 16D4A442-A063-4A2B-9655-96448E17CCEE 4.8 Vendor shall have the risk of loss of or damage to any Products until delivery to Purchaser. Purchaser shall have the risk of loss of or damage to the Products after delivery to Purchaser. Title to Products shall not transfer until the Products have been delivered to and accepted by Purchaser at Purchaser's Destination. ARTICLE 5— INSURANCE 5.1 During the term of this Agreement, Vendor shall maintain at its own cost and expense (and shall cause any subcontractor to maintain) insurance policies providing insurance of the kind and in the amounts generally carried by reasonably prudent manufacturers in the industry, with one or more reputable insurance companies licensed to do business in Oregon and any other state or jurisdiction where Products and Services are sold hereunder. Such certificates of insurance shall be made available to the Lead Contracting Agency upon 48 hours' notice. BY SIGNING THE AGREEMENT PAGE THE VENDOR AGREES TO THIS REQUIREMENT AND FAILURE TO MEET THIS REQUIREMENT WILL RESULT IN CANCELLATION OF THIS MASTER PRICE AGREEMENT. 5.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of this Agreement is satisfactorily completed and formally accepted. Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect coverage afforded under the insurance policies to protect the Lead Contracting Agency. The insurance policies may provide coverage that contains deductibles or self-insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to the Lead Contracting Agency under such policies. Vendor shall be solely responsible for the deductible and/or self-insured retention and the Lead Contracting Agency, at its option, may require Vendor to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 5.3 Vendor shall carry Workers' Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction over Vendor's employees engaged in the performance of the work or services, as well as Employer's Liability insurance. Vendor waives all rights against the Lead Contracting Agency and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the Workers' Compensation and Employer's Liability or commercial umbrella liability insurance obtained by Vendor pursuant to this Agreement. 5.4 Insurance required herein shall not be permitted to expire, be canceled, or materially changed without thirty days (30 days) prior written notice to the Lead Contracting Agency. ARTICLE 6— INDEMNIFICATION AND HOLD HARMLESS 6.1 Vendor agrees that it shall indemnify, defend and hold harmless Lead Contracting Agency, its respective officials, directors, employees, members and agents (collectively, the "Indemnitees"), from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities (including, without limitation, reasonable attorney's fees), suffered directly or indirectly by any of the Indemnitees to the extent of, or arising out of, (i) any breach of any covenant, representation or warranty made by Vendor in this Agreement, (ii) any failure by Vendor to perform or fulfill any of its obligations, covenants or agreements set forth in this Agreement, (iii) the negligence or intentional misconduct of Vendor, any subcontractor of Vendor, or any of their respective employees or agents, (iv) any failure of Vendor, its subcontractors, or their respective employees to comply with any Applicable Law, (v) any litigation, proceeding or claim by any third party relating in any way to the obligations of Vendor under this Agreement or Vendor's performance under this Agreement, (vi) any Employee Taxes or Unemployment Insurance, or (vii) any claim alleging that the 5 DocuSign Envelope ID: 16D4A442-A063-4A2B-9655-96448E17CCEE Products and Services or any part thereof infringe any third party's U.S. patent, copyright, trademark, trade secret or other intellectual property interest. Such obligation to indemnify shall not apply where the damage, claim, loss, expense, cost, obligation or liability is due to the breach of this Agreement by, or negligence or willful misconduct of, Lead Contracting Agency or its officials, directors, employees, agents or contractors. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. The indemnity obligations of Vendor under this Article shall survive the expiration or termination of this Agreement for two years. 6.2 LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR INJURIES TO PERSONS OR TO PROPERTY OR LOSS OF PROFITS OR LOSS OF FUTURE BUSINESS OR REPUTATION, WHETHER BASED ON TORT OR BREACH OF CONTRACT OR OTHER BASIS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6.3 The same terms, conditions and pricing of this Agreement may be extended to government members of National Purchasing Partners, LLC. In the event the terms of this Agreement are extended to other government members, each government member(procuring party)shall be solely responsible for the ordering of Products and Services under this Agreement. A non-procuring party shall not be liable in any fashion for any violation by a procuring party, and the procuring party shall hold non- procuring parties or unrelated purchasing parties harmless from any liability that may arise from action or inaction of the procuring party. ARTICLE 7—WARRANTIES Purchaser shall refer to Vendor's Proposal for all Vendor and manufacturer express warranties, as well as those warranties provided under Attachment B herein. ARTICLE 8 - INSPECTION AND REJECTION 8.1 Purchaser shall have the right to inspect and test Products at any time prior to shipment, and within a reasonable time after delivery to the Purchaser's Destination. Products not inspected within a reasonable time after delivery shall be deemed accepted by Purchaser. The payment for Products shall in no way impair the right of Purchaser to reject nonconforming Products, or to avail itself of any other remedies to which it may be entitled. 8.2 If any of the Products are found at any time to be defective in material or workmanship, damaged, or otherwise not in conformity with the requirements of this Agreement or any applicable Purchase Order, as its exclusive remedy, Purchaser may at its option and at Vendor's sole cost and expense, elect either to (i) return any damaged, non-conforming or defective Products to Vendor for correction or replacement, or(ii) require Vendor to inspect the Products and remove or replace damaged, non-conforming or defective Products with conforming Products. If Purchaser elects option (ii) in the preceding sentence and Vendor fails promptly to make the necessary inspection, removal and replacement, Purchaser, at its option, may inspect the Products and Vendor shall bear the cost thereof. Payment by Purchaser of any invoice shall not constitute acceptance of the Products covered by such invoice, and acceptance by Purchaser shall not relieve Vendor of its warranties or other obligations under this Agreement. 8.3 The provisions of this Article shall survive the expiration or termination of this Agreement. 6 DocuSign Envelope ID: 16D4A442-A063-4A2B-9655-96448E17CCEE ARTICLE 9—SUBSTITUTIONS Except as otherwise permitted hereunder, Vendor may not make any substitutions of Products, or any portion thereof, of any kind without the prior written consent of Purchaser. ARTICLE 10 - COMPLIANCE WITH LAWS 10.1 Vendor agrees to comply with all Applicable Laws and at Vendor's expense, secure and maintain in full force during the term of this Agreement, all licenses, permits, approvals, authorizations, registrations and certificates, if any, required by Applicable Laws in connection with the performance of its obligations hereunder. At Purchaser's request, Vendor shall provide to Purchaser copies of any or all such licenses, permits, approvals, authorizations, registrations and certificates. 10.2 Purchaser has taken all required governmental action to authorize its execution of this Agreement and there is no governmental or legal impediment against Purchaser's execution of this Agreement or performance of its obligations hereunder. ARTICLE 11 — PUBLICITY/ CONFIDENTIALITY 11.1 No news releases, public announcements, advertising materials, or confirmation of same, concerning any part of this Agreement or any Purchase Order issued hereunder shall be issued or made without the prior written approval of the Parties. Neither Party shall in any advertising, sales materials or in any other way use any of the names or logos of the other Party without the prior written approval of the other Party. 11.2 Any knowledge or information which Vendor or any of its affiliates shall have disclosed or may hereafter disclose to Purchaser, and which in any way relates to the Products and Services covered by this Agreement shall not, unless otherwise designated by Vendor, be deemed to be confidential or proprietary information, and shall be acquired by Purchaser, free from any restrictions, as part of the consideration for this Agreement. ARTICLE 12 - RIGHT TO AUDIT Subject to Vendor's reasonable security and confidentiality procedures, Purchaser, or any third party retained by Purchaser, may at any time upon prior reasonable notice to Vendor, during normal business hours, audit the books, records and accounts of Vendor to the extent that such books, records and accounts pertain to sale of any Products and Services hereunder or otherwise relate to the performance of this Agreement by Vendor. Vendor shall maintain all such books, records and accounts for a period of at least three (3) years after the date of expiration or termination of this Agreement. The Purchaser's right to audit under this Article 12 and Purchaser's rights hereunder shall survive the expiration or termination of this Agreement for a period of three (3) years after the date of such expiration or termination. ARTICLE 13 - REMEDIES Except as otherwise provided herein, any right or remedy of Vendor or Purchaser set forth in this Agreement shall not be exclusive, and, in addition thereto, Vendor and Purchaser shall have all rights and remedies under Applicable Law, including without limitation, equitable relief. The provisions of this Article shall survive the expiration or termination of this Agreement. ARTICLE 14 - RELATIONSHIP OF PARTIES 7 DocuSign Envelope ID: 16D4A442-A063-4A2B-9655-96448E17CCEE Vendor is an independent contractor and is not an agent, servant, employee, legal representative, partner or joint venture of Purchaser. Nothing herein shall be deemed or construed as creating a joint venture or partnership between Vendor and Purchaser. Neither Party has the power or authority to bind or commit the other. ARTICLE 15 - NOTICES All notices required or permitted to be given or made in this Agreement shall be in writing. Such notice(s) shall be deemed to be duly given or made if delivered by hand, by certified or registered mail or by nationally recognized overnight courier to the address specified below: If to Lead Contracting Agency: LEAGUE OF OREGON CITIES 1201 Court St. NE Suite 200 Salem OR 97301 ATTN: Jamie Johnson-Davis Email: rfp@ORCities.org If to Vendor: NAFECO 1515 West Moulton Street Decatur, AL 35601 ATTN: Ronald Woodall Email: ronald.woodall@nafeco.com Either Party may change its notice address by giving the other Party written notice of such change in the manner specified above. ARTICLE 16 - FORCE MAJEURE Except for Purchaser's obligation to pay for Products and Services delivered, delay in performance or non-performance of any obligation contained herein shall be excused to the extent such failure or non- performance is ca used by force majeure. For purposes of this Agreement, "force majeure" shall mean any cause or agency preventing performance of an obligation which is beyond the reasonable control of either Party hereto, including without limitation, fire, flood, sabotage, shipwreck, embargo, strike, explosion, labor trouble, accident, riot, acts of governmental authority (including, without limitation, acts based on laws or regulations now in existence as well as those enacted in the future), acts of nature, and delays or failure in obtaining raw materials, supplies or transportation. A Party affected by force majeure shall promptly provide notice to the other, explaining the nature and expected duration thereof, and shall act diligently to remedy the interruption or delay if it is reasonably capable of being remedied. In the event of a force majeure situation, deliveries or acceptance of deliveries that have been suspended shall not be required to be made upon the resumption of performance. 8 DocuSign Envelope ID: 16D4A442-A063-4A2B-9655-96448E17CCEE ARTICLE 17 -WAIVER No delay or failure by either Party to exercise any right, remedy or power herein shall impair such Party's right to exercise such right, remedy or power or be construed to be a waiver of any default or an acquiescence therein; and any single or partial exercise of any such right, remedy or power shall not preclude any other or further exercise thereof or the exercise of any other right, remedy or power. No waiver hereunder shall be valid unless set forth in writing executed by the waiving Party and then only to the extent expressly set forth in such writing. ARTICLE 18 - PARTIES BOUND; ASSIGNMENT This Agreement shall inure to the benefit of and shall be binding upon the respective successors and assigns of the Parties hereto, but it may not be assigned in whole or in part by Vendor without prior written notice to Purchaser which shall not be unreasonably withheld or delayed. ARTICLE 19 -SEVERABILITY To the extent possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under Applicable Law. If any provision of this Agreement is declared invalid or unenforceable, by judicial determination or otherwise, such provision shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions and the rights and obligations of the Parties shall be construed and enforced accordingly. ARTICLE 20 - INCORPORATION; ENTIRE AGREEMENT 20.1 All the provisions of the Attachments hereto are hereby incorporated herein and made a part of this Agreement. In the event of any apparent conflict between any provision set forth in the main body of this Agreement and any provision set forth in the Attachments, including the RFP and/or Vendor's Proposal, the provisions shall be interpreted, to the extent possible, as if they do not conflict. If such an interpretation is not possible, the provisions set forth in the main body of this Agreement shall control. 20.2 This Agreement (including Attachments and Contract Documents hereto) constitutes the entire Agreement of the Parties relating to the subject matter hereof and supersedes any and all prior written and oral agreements or understandings relating to such subject matter. ARTICLE 21 - HEADINGS Headings used in this Agreement are for convenience of reference only and shall in no way be used to construe or limit the provisions set forth in this Agreement. ARTICLE 22 - MODIFICATIONS This Agreement may be modified or amended only in writing executed by Vendor and the Lead Contracting Agency. The Lead Contracting Agency and each Participating Agency contracting hereunder acknowledge and agree that any agreement entered into in connection with any Purchase Order hereunder shall constitute a modification of this Agreement as between the Vendor and the Participating Agency. Any modification of this Agreement as between Vendor and any Participating Agency shall not be deemed a modification of this Agreement for the benefit of the Lead Contracting Agency or any other Participating Agency. 9 DocuSign Envelope ID: 16D4A442-A063-4A2B-9655-96448E17CCEE ARTICLE 23 -GOVERNING LAW This Agreement shall be governed by and interpreted in accordance with the laws of the State of Oregon or in the case of a Participating Agency's use of this Agreement, the laws of the State in which the Participating Agency exists, without regard to its choice of law provisions. ARTICLE 24 - COUNTERPARTS This Agreement may be executed in counterparts all of which together shall constitute one and the same Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year last written below. PURCHASER: DocuSigned by: Signature: Ep-q 1-1 Printed Name: Mike Cully Title: Executive Director LEAGUE OF OREGON CITIES Dated: 3/26/2020 VENDOR: Doc Signed by: Signature: Er&Au � ,66 ,, Printed Name: Ronald Woodall Title: vice President NORTH AMERICA FIRE EQUIPMENT COMPANY (NAFECO) Dated: 3/26/2020 10 DocuSign Envelope ID: 16D4A442-A063-4A2B-9655-96448E17CCEE ATTACHMENT A to Master Price Agreement by and between VENDOR and PURCHASER. PRODUCTS, SERVICES, SPECIFICATIONS AND PRICES FIRE FIGHTER PERSONAL PROTECTIVE EQUIPMENT PPE Product Category Percentage (%) off List Price* (OR fixed price if% off -pricing is not available Fire (Firefighter) Turnouts or Turnout Gear Hoods PGI 14% Wildland Fire Fighting Protective Gear EMS & General Fire Garments Flying Cross by Fechheimer 20% • Technical Rescue • Urban Search and Rescue • Emergency Medical Operations Protective Ensembles • Station Wear Helmets Gloves Shelby Specialty Gloves 10% Firecraft Gloves 8% Boots Black Diamond Boots 18% Accessories Protective Garment Laundry Machines • Extractors • Decontamination chemicals Maintenance & Cleaning Services Other Pricing contained in this Attachment A shall be extended to all NPPGov members upon execution of the Intergovernmental Agreement. 11 DocuSign Envelope ID: 16D4A442-A063-4A2B-9655-96448E17CCEE ATTACHMENT B to Master Price Agreement by and between VENDOR and PURCHASER. ADDITIONAL SELLER WARRANTIES To the extent possible, Vendor will make available all warranties from third party manufacturers of Products not manufactured by Vendor, as well as any warranties identified in this Agreement and Vendor's Proposal. 12 DocuSign Envelope ID: 16D4A442-A063-4A2B-9655-96448E17CCEE ATTACHMENT C to Master Price Agreement by and between VENDOR and PURCHASER. PARTICIPATING AGENCIES The Lead Contracting Agency in cooperation with National Purchasing Partners (NPPGov) entered into this Agreement on behalf of other government agencies that desire to access this Agreement to purchase Products and Services. Vendor must work directly with any Participating Agency concerning the placement of orders, issuance of the purchase orders, contractual disputes, invoicing, and payment. The Lead Contracting Agency shall not be held liable for any costs, damages, etc., incurred by any Participating Agency. Any subsequent contract entered into between Vendor and any Participating Agency shall be construed to be in accordance with and governed by the laws of the State in which the Participating Agency exists. Each Participating Agency is directed to execute an Intergovernmental Cooperative Purchasing Agreement ("IGA"), as set forth on the NPPGov web site, www.nppgov.com. The IGA allows the Participating Agency to purchase Products and Services from the Vendor in accordance with each Participating Agency's legal requirements as if it were the "Purchaser' hereunder. 13 DocuSign Envelope ID: 16D4A442-A063-4A2B-9655-96448E17CCEE ATTACHMENT D to Master Price Agreement by and between VENDOR and PURCHASER. Vendor's Proposal (The Vendor's Proposal is not attached hereto.) (The Vendor's Proposal is incorporated by reference herein.) 14 DocuSign Envelope ID: 16D4A442-A063-4A2B-9655-96448E17CCEE ATTACHMENT E to Master Price Agreement by and between VENDOR and PURCHASER. Purchaser's Request for Proposal (The Purchaser's Request for Proposal is not attached hereto.) (The Purchaser's Request for Proposal is incorporated by reference herein.) 15 DocuSign Envelope ID: 16D4A442-A063-4A2B-9655-96448E17CCEE ATTACHMENT F to Master Price Agreement by and between VENDOR and PURCHASER. ADDITIONAL VENDOR TERMS OF PURCHASE, IF ANY. 16 DocuSign Envelope ID: D3B4CAB0-871C-4962-802D-06ECC64C7B3A Intergovernmental Cooperative Purchasing Agreement This Intergovernmental Agreement (Agreement) is by and between the "Lead Contracting Agency" and participating government entities ("Participating Agencies"), that are members of National Purchasing Partners ("NPPGov"), including members of Public Safety GPO, First Responder GPO, Law Enforcement GPO, Education GPO and EMS GPO that agree to the terms and conditions of this Agreement. The Lead Contracting Agency and all Participating Agencies shall be considered as "parties"to this agreement. WHEREAS, upon completion of a formal competitive solicitation and selection process, the Lead Contracting Agency has entered into Master Price Agreements with one or more Vendors to provide goods and services, often based on national sales volume projections; WHEREAS, NPPGov provides group purchasing, marketing and administrative support for governmental entities. NPPGov's marketing and administrative services are free to its membership, which includes participating public entities and nonprofit institutions throughout North America. WHEREAS, NPPGov has instituted a cooperative purchasing program under which member Participating Agencies may reciprocally utilize competitively solicited Master Price Agreements awarded by the Lead Contracting Agency; WHEREAS, the Master Price Agreements provide that all qualified government members of NPPGov may purchase goods and services on the same terms, conditions and pricing as the Lead Contracting Agency, subject to applicable local and state laws of the Participating Agencies; WHEREAS, the parties agree to comply with the requirements of the Intergovernmental Cooperation Act as may be applicable to the local and state laws of the Participating Agencies; WHEREAS, the parties desire to conserve and leverage resources, and to improve the efficiency and economy of the procurement process while reducing solicitation and procurement costs; WHEREAS, the parties are authorized and eligible to contract with governmental bodies and Vendors to perform governmental functions and services, including the purchase of goods and services; and WHEREAS,the parties desire to contract with Vendors under the terms of the Master Price Agreements; League of Oregon Cities IGA DocuSign Envelope ID: D3B4CAB0-871C-4962-802D-06ECC64C7B3A NOW, THEREFORE, the parties agree as follows: ARTICLE 1: LEGAL AUTHORITY Each party represents and warrants that it is eligible to participate in this Agreement because it is a local government created and operated to provide one or more governmental functions and possesses adequate legal authority to enter into this Agreement. ARTICLE 2: APPLICABLE LAWS The procurement of goods and services subject to this Agreement shall be conducted in accordance with and subject to the relevant statutes, ordinances, rules, and regulations that govern each party's procurement policies. Competitive Solicitations are intended to meet the public contracting requirements of the Lead Contracting Agency and may not be appropriate under, or satisfy Participating Agencies' procurement laws. It is the responsibility of each party to ensure it has met all applicable solicitation and procurement requirements. Participating Agencies are urged to seek independent review by their legal counsel to ensure compliance with all local and state solicitation requirements. ARTICLE 3: USE OF BID, PROPOSAL OR PRICE AGREEMENT a. A"procuring party"is defined as the Lead Contracting Agency or any Participating Agency that desires to purchase from the Master Price Agreements awarded by the Lead Contracting Agency. b. Each procuring party shall be solely responsible for their own purchase of goods and services under this Agreement. A non-procuring party shall not be liable in any fashion for any violation of law or contract by a procuring party, and the procuring party shall hold non-procuring parties and all unrelated procuring parties harmless from any liability that may arise from action or inaction of the procuring party. c. The procuring party shall not use this agreement as a method for obtaining additional concessions or reduced prices for similar goods and services outside the scope of the Master Price Agreement. d. The exercise of any rights or remedies by the procuring party shall be the exclusive obligation of such procuring party. e. The cooperative use of bids, proposals or price agreements obtained by a party to this Agreement shall be in accordance with the terms and conditions of the bid, proposal or price agreement, except as modified where otherwise allowed or required by applicable law, and does not relieve the party of its other solicitation requirements under state law or local policies. League of Oregon Cities IGA DocuSign Envelope ID: D3B4CAB0-871C-4962-802D-06ECC64C7B3A ARTICLE 4: PAYMENT OBLIGATIONS The procuring party will make timely payments to Vendors for goods and services received in accordance with the terms and conditions of the procurement. Payment for goods and services, inspections and acceptance of goods and services ordered by the procuring party shall be the exclusive obligation of such procuring party. Disputes between procuring party and Vendor shall be resolved in accordance with the law and venue rules of the state of the procuring party. ARTICLE 5: COMMENCEMENT DATE This Agreement shall take effect after execution of the "Lead Contracting Agency Endorsement and Authorization" or "Participating Agency Endorsement and Authorization," as applicable. ARTICLE 6: TERMINATION OF AGREEMENT This Agreement shall remain in effect until terminated by a party giving 30 days written notice to "Lead Contracting Agency" ARTICLE 7: ENTIRE AGREEMENT This Agreement and any attachments, as provided herein, constitute the complete Agreement between the parties hereto, and supersede any and all oral and written agreements between the parties relating to matters herein. ARTICLE 8: CHANGES AND AMENDMENTS This Agreement may be amended only by a written amendment executed by all parties, except that any alterations, additions, or deletions of this Agreement which are required by changes in Federal and State law or regulations are automatically incorporated into this Agreement without written amendment hereto and shall become effective on the date designated by such law or regulation. ARTICLE 9: SEVERABILITY All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. THIS INSTRUMENT HAS BEEN EXECUTED IN TWO OR MORE ORIGINALS BY EXECUTION AND ATTACHMENT OF "THE LEAD CONTRACTING AGENCY ENDORSEMENT AND AUTHORIZATION" OR "PARTICIPATING AGENCY ENDORSEMENT AND AUTHORIZATION,"AS APPLICABLE. ONCE EXECUTED,IT IS THE RESPONSIBILITY OF EACH PARTY TO FILE THIS AGREEMENT WITH THE PROPER AGENCY IF REQUIRED BY LOCAL OR STATE LAW. League of Oregon Cities IGA DocuSign Envelope ID: D3B4CAB0-871C-4962-802D-06ECC64C7B3A LEAGUE OF OREGON CITIES ENDORSEMENT AND AUTHORIZATION The undersigned acknowledges, on behalf of the League of Oregon Cities ("Lead Contracting Agency") that he/she has read and agrees to the general terms and conditions set forth in the enclosed Intergovernmental Cooperative Purchasing Agreement regulating use of the Master Price Agreements and purchase of goods and services that from time to time are made available by the League of Oregon Cities to Participating Agencies locally, regionally, and nationally through NPPGov. Copies of Master Price Agreements and any amendments thereto made available by the League of Oregon Cities will be provided to Participating Agencies and NPPGov to facilitate use by Participating Agencies. The undersigned understands that the purchase of goods and services under the provisions of the Intergovernmental Cooperative Purchasing Agreement is at the absolute discretion of the Participating Agencies. The undersigned affirms that he/she is an agent of the League of Oregon Cities and is duly authorized to sign this League of Oregon Cities Endorsement and Authorization. FDocuSigned by: Date: 3/26/2020 B ITS: League of Oregon Cities Contact Information: Contact Person: Mike Culley Address: 1201 Court St NE#200, Salem, OR 97301 Telephone No.: 503-588-6550 Email: mculley@orcities.org League of Oregon Cities IGA DocuSign Envelope ID: D3B4CAB0-871C-4962-802D-06ECC64C7B3A PARTICIPATING AGENCY ENDORSEMENT AND AUTHORIZATION The undersigned acknowledges, on behalf of ("Participating Agency") that he/she has read and agrees to the general terms and conditions set forth in the enclosed Intergovernmental Cooperative Purchasing Agreement regulating use of the Master Price Agreements and purchase of goods and services that from time to time are made available by the Lead Contracting Agency to Participating Agencies locally, regionally, and nationally through NPPGov. The undersigned further acknowledges that the purchase of goods and services under the provisions of the Intergovernmental Cooperative Purchasing Agreement is at the absolute discretion of the Participating Agency and that neither the Lead Contracting Agency nor NPPGov shall be held liable for any costs or damages incurred by or as a result of the actions of the Vendor or any other Participating Agency. Upon award of contract, the Vendor shall deal directly with the Participating Agency concerning the placement of orders, disputes, invoicing and payment. The undersigned affirms that he/she is an agent of and is duly authorized to sign this Participating Agency Endorsement and Authorization. Date: BY: ITS: Participating Agency Contact Information: Contact Person: Address: Telephone No.: Email: League of Oregon Cities IGA FORT WORTH/LION/NAFECO PPE CONTRACT NPPGOV.COM CONTRACT NUMBER #M-5708248 TURNOUT GEAR—**PURCHASED THROUGH NAFECO** Coat without Lettering on patch $1,633.00 Coat WITH lettering on patch $1,660.53 Pants with Suspenders $1,052.68 Extra Suspenders $ 90.53 Legend Helmet with internal face shield $ 363.85 QR14 Boot $ 354.38 LION Hood TAN OR BLACK $ 104.35 Commander Ace Glove $ 116.53 Exhibit C CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who pate Recelved has a business relationship as defined by Section 176,001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed, See Section 176.006(a-1), Local Government Code. A vendor commits an offense If the vendor knowingly violates Section 176.006, Local Government Code.An offense under this section is a misdemeanor, IJ Name of vendor who has a business relationship with local governmental entity. Check this box If you are filing an update to a previously filed questionnaire.(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) ZName of local government officer about whom the Information Is being disclosed. N/A Narne of Officer Aj Describe each employment or other business relationship with the local government officer,or a family member of the officer,as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIO as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? F--] Yes F-1 No B. Is the vendor receiving or likely to receive taxable Income,other than investment income,from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? F--] Yes F-1 No -5 Describe each employment or business relationship that the vendor named In Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director,or holds an ownership interest of one percent or more. 6 ❑1 Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 71 11-11-2022 Signature of vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission www,ethics.state.tx.us Revised 1/11/2021 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code§176.001(1-a):"Business relationship"means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal,state,or local governmental entity or an agency of a federal,state,or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public;or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to,that agency. Local Government Code§176.003(a)(2)(A)and(B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than$100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code§176.006(a)and(a-1) (a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity,or a family member of the officer,described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer,one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B),excluding any gift described by Section 176.003(a-1);or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application,response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity;or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer,described by Subsection(a); (B) that the vendor has given one or more gifts described by Subsection (a);or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 10/27/22,8:32 AM M&C Review Official site of the City of Fort Worth,Texas WoRym CITY COUNCIL AGENDA FoR Create New From This M&C DATE: 10/25/2022 REFERENCE**M&C 22- LOG NAME: 13COOP FIRE PERSONAL NO.: 0858 PROTECTIVE EQUIP ML FIRE CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT. (ALL)Authorize Purchase Agreement with LION First Responder PPE, Inc and North America Fire Equipment Co, Inc in the Combined Annual Amount of$1,350,000.00 and Authorize Three Consecutive One-Year Renewal Options for the Same Annual Amount for Fire Fighter Personal Protective Equipment for the Fire Department Using National Purchasing Partners Cooperative Contracts PS20065 and PS20045 RECOMMENDATION: It is recommended that the City Council authorize a purchase agreement with LION First Responder PPE, Inc and North America Fire Equipment Co, Inc. in the combined annual amount of $1,350,000.00 and authorize three consecutive one-year renewal options for the same annual amount for fire fighter personal protective equipment for the Fire Department using National Purchasing Partners cooperative contracts PS20065 and PS20045. DISCUSSION: The Fire Department contacted the Purchasing Division to enter into an agreement with LION First Responder PPE, Inc and North America Fire Equipment Co, Inc under National Purchasing Partners Cooperative Contracts PS20065 and PS20075, for fire fighter personal protective equipment. Staff recommends executing an agreement with LION First Responder PPE, Inc using National Purchasing Partners Contract No. PS20065. This cooperative agreement has a term through June 13, 2023 with options to automatically renew for up to three (3) successive one (1)year periods. The Request for Proposal for National Purchasing Partners (League of Oregon Cities) No. 1915 was published until January 24, 2020. Cooperative contracts offer fixed discounts. Staff reviewed the pricing and determined it to be fair and reasonable. Further, staff recommends executing an agreement with North America Fire Equipment Co, Inc using National Purchasing Partners Contract No. PS20045 (NAFECO). This cooperative agreement has a term through March 24, 2023 with options to automatically renew for up to three (3) successive one (1) year periods. The Request for Proposal for National Purchasing Partners (League of Oregon Cities) No. 1915 was published until January 24, 2020. Cooperative contracts offer fixed discounts. Staff reviewed the pricing and determined it to be fair and reasonable. Funding is budgeted in the Fire Department rollup within the General Fund. All purchased PPE equipment will go into the Fire Inventory account and will be expensed at the time of distribution & use to the appropriate department. These agreements may be renewed for up to three additional one-year terms, in accordance with the terms of the National Purchasing Partners. Should National Purchasing Partners elect to exercise the renewal option, the City will do the same. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. State law provides that a local government purchasing an item under a cooperative purchase agreement satisfies any state law requiring that the local government seek competitive bids for purchase of the item. BuyBoard contracts are competitively bid to increase and simplify the purchasing power of government entities across the State of Texas. A M/WBE goal is not assigned when purchasing from an approved purchasing cooperative or public entity. apps.cfwnet.org/councii—packet/mc—review.asp?ID=3041 1&councildate=10/25/2022 1/2 10/27/22,8:32 AM M&C Review This project will serve ALL COUNCIL DISTRICTS. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the recommendation, funds are available in the current operating budget, as previously appropriated, in the General Fund. Prior to an expenditure being incurred, the Fire Department has the responsibility to validate the availability of funds. TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 Submitted for City Manager's Office by_ Reginald Zeno (8517) Valerie Washington (6192) Originating Department Head: Anthony Rousseau (8338) —g g—P James Davis (6801) Additional Information Contact: Anthony Rousseau (8338) Martha Lopez (2462) ATTACHMENTS 13COOP FIRE PERSONAL PROTECTIVE EQUIP MIL FIRE funds availability.docx (CFW Internal) 13COOP FIRE PERSONAL PROTECTIVE EQUIP ML FIRE Updated FID.xlsx (CFW Internal) Lion First Responder PPE Inc Form 1295 Certificate 100951077.pdf (CFW Internal) Lion SAMs Report.pdf (CFW Internal) North American Fire Equipment Company 1295.pdf (CFW Internal) North American Fire Equipment Company SAMs Report.pdf (CFW Internal) apps.cfwnet.org/council_packet/mc_review.asp?I D=30411&councildate=10/25/2022 2/2