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HomeMy WebLinkAboutDocumentation_Regular_Tab 09_12/10/2015 Memorandum To: Michael Couzzo and Village Council From: James Weinand Date: 12/1/2015 Re: Purchase of Scott Air-Packs and Accessories The majority of our Self Contained Breathing Apparatus (SCBA) are 22 years old. Although we have completed factory upgrades over the years, the majority of our air packs are not current with new safety standards mandated by NFPA 1981 and 1982 as well as NIOSH and CDC standards. In addition to not being compliant they are not inter-changeable with our Mutual Aid partners. This puts our firefighters at risk if they ever became trapped. Palm Beach County Fire Rescue, Martin County Fire Rescue and the Town of Jupiter Island utilize SCOTT SCBAs with 4500-psi bottles. Our bottles are 2216 psi. Properly fitting and maintained Self Contained Breathing Apparatus (SCBA) is critical for firefighter safety. The bottom line for this request is for FIREFIGHTER SAFETY, with the newest technology, and safety standards for our employees. This purchase has been budgeted in the 2015/2016 Fiscal Year with the understanding this equipment will be financed over a five (5) year period. A proposal for the financing option most favorable to the Village will be brought before Council for approval under separate Resolution within thirty days of delivery of the merchandise. We have made arrangements to piggyback off an existing government contract in order to receive the best price for the best gear on the market. The quote we have received from Municipal Emergency Services Inc., (MES) in the amount of $132,773.77 is good until Jan. l. 2016 and is attached hereto along with the corresponding Government Contract. 1 December 1, 2015 It is respectfully requested Tequesta Fire-Rescue be permitted to make this purchase of this much needed safety equipment. 2 RESOLUTION NO. 100-15 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, PALM BEACH COUNTY, FLORIDA, APPROVING THE PURCHASE OF TWENTY (20) SCOTT AIRPACK SELF CONTAINED BREATHING APPARATUS (SCBA), IN THE AMOUNT OF $132,773.77, FROM MUNICIPAL EMERGENCY SERVICES, INC. (MES), OF PINNELLAS PARK, FL. WHEREAS, Tequesta Fire-Rescue is currently in possession of airpacks which are approximately twenty-two years old and are not current with new safety standards mandated by NFPA 1981 and 1982 as well as NIOSH and CDC standards. WHEREAS, our current airpacks are not interchangeable with our Mutual Aid partners which puts our firefighters at risk. Palm Beach County Fire Rescue, Martin County Fire Rescue, and the Town of Jupiter Island all utilize SCOTT SCBA's with 4500 psi bottles. Our bottles are 2216 psi. WHEREAS, Tequesta Fire-Rescue is in need of Twenty (20) new Scott Airpacks and associated equipment in the amount of $132,773.77. (MES Price quote good to 1/1/2016 is attached hereto as Exhibit "A"). WHEREAS, This purchase has been budgeted for FY 2015/16, with the understanding it will be financed over a five (5) year period. A proposal for the Financing Option most favorable to the Village will be brought before Council within thirty (30) days of delivery of inerchandise. As a member of NPPGov (Nationwide Public Procurement), Tequesta Fire-Rescue has made arrangements to piggyback off of an existing government contract in order to receive the best price available. (A copy of that contract is attached hereto as Exhibit "B"). WHEREAS, Firefighter safety is our utmost concern and providing airpacks which meet the safety standards and are interchangeable with our mutual aid partners should be a primary goal, which goal will be met with this purchase. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, PALM BEACH COUNTY, FLORIDA, AS FOLLOWS: Section 1. Approval of the purchase of twenty (20) Scott Airpacks and associated gear awarded to Municipal Emergency Services, Inc. (MES) of Pinellas Park, FL, in the amount of $132,773.77, in accordance with the Quotation dated 11 / 16, 2015, attached hereto as E�ibit "A" and incorporated by reference as part of this Resolution is hereby approved and the Village Manager is authorized to execute the applicable Contract on behalf of the Village. THE VILLAGE OF TEQUESTA PIGGYBACKING CHECKLIST �nstructions: This form is to be completed for any purchase of goods, or contract for services where the Village will utilize a contract competitively bid by another governmental agency (i.e. "Piggyback"). Department: FfRE Date: 11/20/2015 Item/Service SOCTT AIRPACKS AND RELATED SCBA EQUIPMENT Vendor/Service Provider MUNICIPAL EMERGENCY SERVICES (MES) � State Contract # �X Other Governmental Agency *Chapter 287, F.S. If piggybacking a State Contract please stop here. 1 Governmental Agency SOUTH DAVIS METRO FIRE AGENCY YES NO � � 2 Is the contract current? Effective date: 9/20/2013 Expiration Date: 9 20 2016 � � 3 Was item/service bid out in compliance with the Village's Purchasing Policies & Procedures? ' Is the price that the Village will receive by piggybacking equal to the price obtained by the agency � � 4 named above? � � 5 Does the contract contain an assignability clause? � � 6 Has the governmental agency given the Village permission to piggyback on the the contract? � � 7 Has the vendor given the Village permission to piggyback on the contract? � /� , �G���'r'�.,� l ���A. De rtment Head Signature ate MES - FLORIDA Teiephone ........................: 727-521-2135 � 3789 62nd Avenue North Fax .......... ....... .. .............: 727-525-1819 Pinellas Park, FL 33781 MUNICIYAL EMERGENCY SERYICES. INC. � S"'p T°: Quotation TEQUESTA FIRE DEPT 357 TEQUESTA DRIVE Number ......... .... .............: QT 00372853-3 TEQUESTA, FL 33469 Date ........................... ..... 11/16/2015 Contact: Chief James Weinand Page ................................: 1 of 1 Phone: 561-768-0550 Sales order ......................: Requisition .......................: Your ref . ... .......................: Our ref ..............................: jrobinson Bill To: Quotation deadline. .. 11/23/2015 TEQUESTA FIRE DEPT Payment ...........................: Net 30 357 TEQUESTA DRIVE Sales Rep ......................: rsoto TEQUESTA, FL 33469 Terms of delivery .............: Customer Pays Freight-NOT Taxable Item number Description Size Color Quantity Unit Unit price Amount Scott X3 Scott X3314021200202. 4.5 X3 20.00 EA 4,220.63 84,412.60 with CGA Dual EBSS and pass 201215-02 AV3000 HT, KEVLAR 26.00 EA 227.21 5,907.46 HEADNET, SIZE MEDIUM 804722-01 CYL&VLV 43.00 EA 825.15 35,481.45 ASSY, CAR B, 45M I N, 4500 804723-01 (HM) CYL & VALVE CARBON 2.00 EA 924.37 1,848.74 60 200954-02 RIT PAK III ASSY, 4500PSI 2.00 EA 2,561.76 5,123.52 This Quotation is subject to any applicable sales tax and shipping & handling charges that may apply. Tax and shipping charges are considered estimated and will be re-calculated at the time of shipment to ensure they take into account the most current local tax information. Notes: Quote is Good Until Jan 1 2016 Sales balance Totai discount S&H Sales tax Total 132,773.77 0.00 0.00 0.00 132,773.77 USD All returns must be processed within 30 days of receipt and require a return authorization number and are subject to a restocking fee. Custom orders are not returnable. Effective tax rate wili be applicabte at the time of invoice. Fire Te�rnouts ancl Fire Related Etluip�rteati �1�fr�S7'Ell I'Ul�eff�4S'E AC'I�EEI��IEIVT "I'his Master Purchase �1�reement datecl the last da uf signature (effecti��e date) is by and between thc Suuth Davis Yletro Fire Ager�cy ("Purchaser") anc� 1�funicipal Emergency Services Inc. (MES) ("Supplier�'). ItECi`�'E1Y�S WI-IEREAS, the Supplier is in the busincss of selling certain Fire �Turnouts and t�ire Related Equipment and related products and services, as further described hcrein; and WHERFAS, the Supplier desires to sell and the Purchaser desires to ptn�chase certain pr�ducts and relat.ed services all upon and subject to the terms and conditions set forth herein; and WHEREAS, the Supplier desires to exten�l the terms of this ��faster Purch�se :lgrcement to memUers of National Purchasing P�trtners, LI.,C. NOW, 1�HEREFORE, Supplier and 1'iu•chascr, intending to bc legally bound, hereby agree as follows: AR.'t'ICL� 1 — CFRTAIiV D���1`tt'I'IOI�1� 1.1 `'Parties" shall mean the 1'urchascr and Supplier. 1.2 "llgrecment" shall mean to this Master Purchase Agreemeiit, includiilg the main body of this Agreement and �lttach►nents A-F attached hereto and by this reference incorporated herein, including Purchaser's Request for Proposal RPY No. 2013-1 (herein ``R1;P") and Suppliei•'s Proposal submitted in response to thc RFP (herein "Supplier's Praposal") as rcferenced ancl incorporated herein as though fully set forth (sometimcs referrcd to collectiv�ly as thc "C�►ntract Documents"). 1.3 `'Applicable La«�(s)" shall rnean all applicable Iederal, statc and local lav��s, statutes, ordinances, codes, rules regulati�ns standards, ordcrs and c�ther govcrnmental requirements of any kind, including, but not limitcd to, those relating to (i) afiit7native action and equal employ opportw�ity, (ii} nondiscrimination based on race, color, crecd, religion, sex, age, ethnic origin or existence of a disability, {iii) wa�es and hours, (iv) ���orkers' compensation and unemployment insurance, (v) labor and employment conditions, (vi) occupational safety and health and (vii) thc environment and the usc and handling and disposal of toxic and/or hazardous substances and materials. ],4 "�mployee �l�axes" shall mean all taxes, asscssments, cha�•gcs and other amounts whatsoever payable in respect of, and measurcd by the wages of, the Supplier's eml�loyees (or subeontractors), as required by the Federal Social Security Act and all amendme�lts theretc7 and/or any other applicablc federal, state rn• ]ocal law. 1.5 "Purchascr's Destination" shlll mcan such deliver�� location(s) or destination(s) as Purchaser ma}� prescribe from time to time. 1.6 "Products" shall mean the products and/or services to be sold by Supplier hereunder as idenliiied and described on Attacbalent A hereto �uid incorporated herein, as may be updated from time to time by Supplier to reflcct prc�ducts and/or scrvices olfered hy Supplier generall}' to its customers. l.7 "Purchase Orcier" sllall mcan any authorized written, electronic, teicphane or lax order sent or made by Purchaser pursuant hereto, includin�, but not limited to, ��ritten purchasc orders, rcquisitions sent by fax machine, and ordcrs in such other form and/�r mode c�f transmission as Purchascr and Supplier may from time to time a�;ree. Cach i'urchase Order will specify thc follow•ing items: National Purchasing Partners contract number, specitic Proclucts requcsted (by id ntunber), unit price per Product, quanlity, delivcry schedule, destination (with contact/recipient), and total price of the Purchase order. Each Purchase Order issuecl under this Agreement shall be made part of, and be incorparated into this Agrcement, a�1d shall reference this Agrecment on the faee of each Purchase Order. Should any Purchase Order not confor�n to ' or satisfy the tetms of tl�is Agreement, Supplicr shall have fivc (5) business days atter recei�t to reject �he Purchasc Order. By not rcjecting the Purchase Order within tive (3} busincss days, Supplicr will have accepted the Purchase Order. Acceptancc by Supplier is limited to the provisions propascd by Supplier or Purchaser shall appi}�. In additiocl, the pa� agree that this Agreement and accepted Ptu�chase Orders constitute a conti•act for the sale of goods ,�nd/or scrvices and satisfy all statutory and legal formalities of a contracl. 1.8 "Unemployment Itlsurance" shall mean the contribution reyuired of Supplier, as an employcr, in respect of, and measur•ed by, tllc wages of its crnployees (or subcontractors) as requircd by any applicab(e federal, statc or local uneii�ployment insurance law or regulation. 19 "National Purchasiii� Partncrs" is a subsidiary of two nonprotit healtli carc systcros and provides group purchasing marketin� and administrativc support i'or govern�nental entities within thc membership. National Purchasinb Partners' membership includes participating public entities across North America. 1.10 "Participating A�encies" shall mcan members af National Purchasin� Partners that Supplier for which Supplier has agrccd to extend thc terms of this Ivlaster Purchasc Agreeinent pursuant to Articic 2.5 and Attachment C herein. ARZ'1CLE 2 — A�REE�[E�T'I' 'TO SEL,L 2.1 Supplier hereby agrees to sell to Vurchaser such Products as Purchaser may order 1'rom time to time by Pw•chase Order, all in accordance with and subject to the tertns, eovenants and conditions of this Agreement. 1'urchaser agrees to purchasc those Products ordered by � Purcliaser by Purchase Order in accordance with an�l subject to the terms, covenants and conditions of this Agreement. 2,2 All F'urchase Or•ders issued by Purchaser to Supplicr for Vroducts durin� the Tern� (as hereinafter dcfincd) of'this A�reernent ai•e subject to the provisions of this Agree�nent as thou�*h f�ully set forth in such Purchase Order. ln thc cvent that the provisions of this Agreement conflict with any Purchasc Order issued by Purch��ser to Supplier, the provisians of this Agreement shall govern. No other terms and conditions, including, but not limited to, those contained in Supplier's standa��d printed tenns and conditi�ns, on Supplier's order acknowledgment, imroiccs or otherwise, shall have any application to or cffcct upon �r be dccmcd to constitute an amendmenl to or to be incorporatcd into this Abreement, any Purchase C)rder, or a�iy transactions occurring pursuant hereto or thereto, unless this Agreemerrt shall be specifically amendcd to adopt such other terms and conditions in �vriting by the parties. , ��' `��" �" ''"" 2.3 :, Notwithstanding any other provision of this Agrecment to the contrary, Purchaser shall have no o�ation to order or purchase any Pcoducts hereunder and the placement of any Purchase Order shall be ir�` the discretion of Purchascr. Without limiting the generality of the foregoing, th�accu�l yuHnias.y �,£ Praclucts t,a bc }aurchased hereunder shall be determined by � Purc;haser in its sole aiscretion. This Agreement is not e;cclusivc. Supplier expressl�� ackno�� rledges znd agrccs that Purchaser may purchase at its sole discretion, products ���hich are idcntical or similar to the Products described in this A�reement from any third party. 2.4 ln casc of any conflict or inconsisteney between any of�the Contract Uocuments, thc documents shall prevail and apply in thc following order of priority: (i} "1'his Agreement; (ii) Supplicr's Proposal; ancl (iii) "The RFP. Supplier has responded with no Exceptions to the RFP Solicitation identified in Supplicr's Proposal. 2.5 EYtension of contract tern�s to National �'urchasin� Partners, LLC 2.�.1 Pursuant to Section 1.0 of the RFP, Supplier agrees to extend tlie same terms, covenants and conditiuns available to Purchaser under this Agrecmcnt to othei• government agcncies and non-protit entitics that are members of I�Tational Purchasing Pa�•tners, that have executed a I�`ational Purchasing Partners IGA as a Participating A�ency as may be required by the �overnment agencys local regulations, and that wish to access this Agreement in accordance �vith Attachment C which is attached hereto and incor}�orated herein b�� reference ("Participaiing Agencics'). 1?ach Participating Agency will be exclusively respansible for and deal directly ���ith Supplicr on matters relating to ordcring, delivery, inspection, acceptance, invoicing, aiZd payment for Produets in accordance with the terms and conditions of this ngreement as if it were '`Purchaser" 3 hereunder. Any disputes between a Participating Public Agency and Supplicr will be resolved directly between them under ai�d in accordance with the laws of the Statc in which the Participating Public ngency exists. Pursuant to 1.2A) and i.2 of the RFP, South Davis Metro Fire Agcncy shall not incur an}� liability as a result of the acccss anci utilization of this Agreernent by other NPP Participating Agencics. 2.5.3 Supplier ackn�wled�es execution of a Vendor Administration Fec A�reement with Nltional Purchasing Partners, LI.G, pursuai�t to Section 1.2C) of the RFP. A�t'I'iCI�� 3 — T'ERiVI AND "i'�RIVIIIN��1TIOl�i 3.1 The initial cont.ract tcrm shall bc for threc (3) calcndar years from thc date of co��tract award. By mutual written agreement between South Davis Metro Fire Agency and contractor, the contract may be extended for up to three consecutive additional 12-month periods, beginning immediately atter expiration of the prior te� Howevcr, no contract extension exists unless and until contractor is so notified by South Davis Vletro Fire Agcncy. 3.2 Month-to-month extensions: South Davis Metro Fire Elgency reservcs the right to offer month-to-month extensions if that is determined to be in thc best interests of Vlembers. 3._i Renewal of contract: Conditions for renewal of the contract shall include, but are noi limited to: contract usage, satisfactory performa�tec of services durin� the preceding contract term, ability to coniinue to provide satisfactory services, continued adherence to the eontract rcquirements, and continued eomp�titive prices for the materials and services provided undcr the c�ntract. i�rovided that the Lead Contracting Agency, tl�rough NPP, and/or the Proposer may opt to decline c�tension of the Nlaster Purchase Agrcement by providing notificatioii in ��n�iting leasi thirty (30) calendar days prior to the annual automatic extension anniversaiy �f the original Master Purchase Agceement tern�. 3.4 Either party may tei�ninate this A�reemcnt by written notice to thc other party if the othcr party breaches any of� its obligations hereunder and fails to remedy the breach ���ithin thirty (30) days after recciviiig written notice of such breach from the non-breaching party. ARZ'1CLE 4— PRICING, �1�V�IC�S, E1ND PAYlo'IENT 4, i Purchaser shall pay Supplier for all Products ardered and delivered in compliancc with the terms and conditions of this Agreentent on lhe terms and at the price or prices spccified for each such Product on Attachment A. Unless Attachment A or Supplier's Proposal expressly provides otherwise, the discottnt off list schedulc for Products set forth on Attachment A hereto shall remained fixed for the entire term of the agreement but manuf'acturcr pricing is not guarantecd and may be adjusted based un thc next manulacturer pricc increase. Unless otherwise directed by Purchaser for expedited orders, Supplier shall utitize such conunon carrier for the delivery of Products as Supplier may select �ro���aea howevcr, that for expedited urdcrs Supplier s}tali obtain dclivery scrvices hcreunder at rates ancl terms not ]css lavorable than those 4 paid by Supplier for its own account or ('or the account of any other simila�•ly situated customer of Supplier. 4.2 Supplier shall submit original in��oiees to Purchaser in forin and subst��nce and format reasonably acceptable to Purchaser. � 1ll invoices must reference the Purchaser's Purchase (7rder number, contain an iteinization of amounts for Products purchasec� during the applicable im�oice period and any other infarmation reasonably requested by Purchaser, and must other�i�ise comply ���ith the provisions of this Agrecment and such rcasonable requirements as tt�ay be prescribed by I'urchaser from time to time. Invoices shall bc addressed as dirccted by Purchascr. �.3 Unlcss Attachment A or Supplier's Proposal (Attachment D) expressly provides otherwise, thc pric;es speciticd on Attachmcnt A include (i) all taxes anct duties of any kind which Supplier is required to pay with respect to the sale of Products covered by this t1��reen�ent and {ii) all charges for packing, packaging and loadin�;. 4.4 Notwithstanding any other agrccment of� the parties as to thc payment of shipping/dclivery costs and subject to Attachments A and F herein, Supplier shall ofier delivery and/or shipping costs prepaid Shipmcnts shall be F.().B. Ship Point, with freight chai•ges added to the invoice. Titic and risk of loss of material shall not pass to 5DMFA or pariicipating Members until SUMFNMeanber receives and inspects/accepts the matcrial at delivcry point, unless otherwise pi'ovided in the coi�tract. To see additional tei�n�s please contact the distributor. [f there are handling fees, tltese also shall be included in the pricing. Supplier shall bear all risk of loss diu•ing transit. 4.5 Fxcept as specifically set forth on Attachmcnts A and F, Purchaser shall not be responsible far any additional cosis or expenses of any nature incurred by Supplier irl connection with the pro��ision of the Products, including without limitatian travel expenses, elerical or administrative personnel, long distance tclephone charges, etc. ("Incidental F,apenses"). To the extcnt that. flttachmcnt A expressly requires Purchaser to reimburse Supplier for incidental hx��enses, and n�twithstanding anything elsc set lorth in this Agrecment, including llttachment A, Purchascr shall n�t be responsible for any st�ch reimbursement unless the cxpenses to be reimbursea are (i) approved, in each instanec, in advanec by Pui'chaser; and (ii) substantiated hy appropriate receipls and related docwnentation. lt is ackno���led�ed and agreed that Purchaser may, as a condition of its appro��al of any such incidental Expense reimbursement, rcquire in each instanee Supplier to utilize suppliers or service providers prescribed by Purchaser, which may include suppliers or service providers «�hich are aff►liated .vith Purchaser. 4.6 Price reductions or discaunt increases may bc ofFered at any time during the contract term and sha(1 becorne effective upon notice of acceptance from Purchascr. AR'I'ICLE 5 — IIVS�JRANCE Durin�; the tcrm of lhis Agreement, Supplier shall maintain at its own cost and expense (and shall cause any subcontractor to maintain) insurance policics providing insurance of the kind and in the amounts generally carri�d by rcasonably prudent manufacturers in the industry, with one or more reputable insurance companies liccnsed to cic� business in thc states whcre Products are to be sold hereundcr. 5 ARTIC�.E 6 — I1�iDEMI�IFIC.�'�'I01�1 Supplier agrccs that it shall indemnify, defend and hold har�nless Purchaser, its respective officials, directors, emplc�yees and a�ents (collcctivcly, the "lildemnities"), and National Pui•chasi►i� Partners frorn and a�ainst any and all damages, claims, l�sses, expenses, costs, obligations and liabilities (including without limitation reasonablc attorncy's fccs), suffered directly or indircctly by any of the lndemnities by reason of, oi� arising out of, (i) any brcach of any covenant, representation or warranty made by Supplier in this Agreement �I1� d)ly failure by Supplicr to perform or [�ulfill any of� its obligations, c���cnants or �g�•eements set fortli in this rlgreement, (iii) the negligenee or intentional miseonduet of Supplier, any subcontractor of 5upplier, or any of their respec�ive employees or agents, (iti�) �ny failurc af Supplier, its subcontractars, or their respective employees to c�mply with an}� Applicable La���, (v) any litigation, proceeding or claim by any third party rclating in any way to the obligations of Su�plicr under this Agreement or Supplier's perlarmance under this tlgreement, (vi j dny Employee Taaes or ilnemploymcnt Insurance, or (vii) any claim alleging that the Products or any part thereof infringe any third pai�tys IJ.S. patent, copyright, trademark, trade secret or othcr intcllcctual property interest. Such obligation to indemnify shall not apply where the dama�;e, claim, loss, expense, cost, obligation or liability is duc to thc brcach ofthis A�rccmcnt by, or negligcnce or «�illful misconduct oi; Purchaser or its ofiicials, directors, employees, lgents or contractars. In addition, Supplicr shall not be liable for infringement claims related ro nonstandard ar special-order product, the design of which is provided to Supplier by Purchaser. '1'he provisians of this Article shall survive the expiration or terminatinn of this Agreement. LIMITt\TION OF LIABILITY: 1N 1�0 EVE�IT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, II�iDIRECT, P.VCIDENT�IL, CONSEQUENTIAL OR EXL•MPLARY llAMAG�,S lN CONNECTION WtTI{ UR ARIS[NG OU�I' OF'['l I1S AGREEMENT, INCLUDING, BUT NOT LIVIITED TO, DAMAGES FOR INJURIES TO PERSONS UR TO PROPERTY OR LOSS OF PROFITS OR LOSS �F FUTURE BLSIN�SS OR RCPUTATION, WI iETI lER BASF,D ON TORT UR BREAC'[ I OF CON`IRAC'1' OR O'1'HER BASIS. EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY Or SUCH DAMAUES. AR�d'ICLE 7 — `WAI2RAl`t�'IES All maintenance and warranty questions should be routed to Supplier at 86G.288,4936. Supplier �vill facilitate and coordinate with the appropriate service centcr and contact. AI27'ICLE 8- INSPECTIC)N AND ItEJECT101V 8. t Purchaser shall have the ri�ht to inspect and test Products at any time prior to shiprnent, and within a reasonable time after deliverv to the Purchaser's Destination. Products not inspected within a reasonable time after deliver�r shall be deemed accepted by Ptrrchaser. The payment for Products shall in no way impair the right of Purch to reject nonconlurnling Products, or to avail itself of any other remedies to which it may be entitled. 6 8.2 [f any of the Products are found at any timc to be defectivc in matcrial or ���orkmanship, damaged or otherwisc not in conlornlity with the requirements ol�this Agreement or any a��plicable Purchase Order, as its exclusivc remedy, Purchaser may at its option and at Suppliei•'s sole cost and expense, elect either to (i) retuin any damaged, non-conlorinicig ar defective Pi•oducts to Supplier for c�rrection or replacen�ent, ar (ii) require Supplier to inspect the Products and remove or replace damag�d, non-conf��rming or defcctive Products with conforming Products. If Purchaset• elects option (ii) in tlle prece�ling sentence and Supplier fails promptly to make the necessary inspection, removal and replaccment, Furchascr, at its option, �ray inspect and sort the Products and Supplier shall bear the cost thereof. Payment by Purchaser of any invoice shall not constitute acceptance of the Products covered hy such imroice, and acccptance by Purchaser shall not rclieve Supplier ��f its �varranties or othe�• obligations under this ��grecment. 8.3 The provisions Qf this Articic shall survive the expiration or tennination af this Agreement. f1I��'I�I.E 9 — SU�STI'I'CJ"I`I�1V� Exccpt as otherwise permitted hereunder, Supplier may not make any substitutions of I'roducts, or any portion thereof, of any kind without the prior vv��itten conscnt of Purchaser. AIt�TICI�E 10 - �OMPLIANCE WIT'H LtAi�VS 10.1 Supplier agrees to comply with all Applicablc Laws. �'ithout limitation of the f'oregoing sentence, Supplier shal( comply wilh all applicable equal etnployment opportunity, affirmative action, and al] other contract clauses required by Applicable Law and shall, at Supplier's expense, secure and maintain in fuil force during ttie Term of this Agreenient, any and all licenses, permits, approvals, authorizations, rcgistrations and certificates, if any, required by Applicable Laws in ec�nnection with thc perforrnance of its obligations hereunder. At Purchaser's request, Supplier shall pravide lo Purchaser copies oCany or all such licenses, peitinits, approvals, authori�ations, rc�;istrations and certificates. 10.2 Purchaser has takcn all rcquired governmentai action to authorize its execution of this Agreement �tnd tl�ere is no govel�imental or legal impediment a�ainst Purcha5er's execution of this Agreemcnt or perfoi�t»ance of its obligations hereunder. ARTICL.E 11 — PU�LI�IT�Y / COI�1FlI�EI�i'T��.I.ITl' 11.1 No news rcleases, public announcernents, adveriising matcrials, or c��ntirmatio�� of same, conceining any part of this Agreemcnt or any Purchase Order issued hereuncler shall be issued or madc w�ithout the �rior written appro��al of the parties. Neither party shall in any advertising, salcs materials or in any other r�va}r usc any of the names or logos of the other party without the prior written approval of thc other party. 7 11.2 Any l�no«�ledge or inforrnation which Supplier or any of its aftiliates 5hall have disclosed or may hercafter disclose to Yurchaser, and �vhich in any way relates ta the Prc�ducts covered by this Agreement shall not, unless otherwisc desibnatecl by Supplier, be deemed t� he confidential or proprictary intor�nation, and shail be acquired by Purchaser, free from any restrictions, as part of the consideration far this l�gi•eemcnt. AIZTICLF l2 - ItlGffi'T 'TO A.U�I'I' Suhject ta Supplicr's reasonable security and confidentiality procedures, Purchaser, or any third party rctained by Purchascr, may at any time upon prior reasonablc notice to Supplier, dw'ing normal business hours, audit the books, rccords ana accounts of Supplier to the extent tl�at such books, records and acc�unts pertain to sale of any Products hereunder or other�vise relate to the perfoi7i�ance of this Agrecment by Supplier. Supplier shall maintain all sueh books, records atld accounts lor a period of at least tlu•ee (3) years aiter the date of expiration or terniination of this A�reement. This Article 12 and Purchaser's rig]Zts hereunder shall survive lhe e�:piration or teimination of this �1�reement for a pei•iod �f thrce (3) years aftcr the date of such expiratian �r tennination and Purchascr shall continue to have the right to audit during such period. AR'I'ICI.E l3 - DEI.IVEk��' REQU�htE1VIEI�ITS TiME 1S OP Tll}� F,SSENC� WI"CH RESP�t:T "t'0 EnCH PUKCHASE ORU�R ISSt11-:D HEREUNDER. If Supplier for any reason anticipates difficulty in complying with the required delivery date, ar in meetin�, any of the other requiremcnts hereunder or under a�iy Purcliase Urder, Supplier shall promptly notify I'urchaser in writing. EYCCpt as otherwisc provided in f�1•ticle 18 bclaw, if Supplier does not comply with the applicable delivery schedule, in addition to any other remedies it may have, Purchaser may reguire delivery by fastest method available and any actual aut-of-pocket charges or cosls resulting from such inethod (including, but not limited to, premium shipping rates, elc.), if any, must be fully prepaid and/or absorbed by Supplier �vithout addilional cost to Purchaser. It is Supplicr's responsibility to comply with the delivery schedule applicable to each Purchase Order accepted b}� Supplier. ,�12'I'ICL,E l4 - RISK OF L�3SS AND PASSA�E �F T�"TI_,E Supplier shall have the risk of loss of or damage to any Praducts until passage of title to Purchaser. Purchaser shall have the risk of loss of or dainage to the Products alter titic has passed to Purch�ser. Title to Products shall not transler ut�til the Products have been dclivered to and acceptcd by Purchascr at Purchascr's Destination. AR'I'ICLE 15 - I�EI�fEDIES �xcept as other�vise provided herein, any ri�ht or remed}� of S��pplier oi• Purchaser set forth in this Agrecment shall not be exclusive, anci, in additian thereto, Supplier and Purchaser shall havc all ri�hts and remedies under applicable law, inclucling without limitation, equitablc i•elicf. Tlie provisions of this Ai�ticle shall survivc the expiration oi• lerntination of this Agreement. 8 ,��tTICI,E 16 - �EL.A'TIOIVSI��P OF PAl2'T�ES Supplier is an independcnt contractor and is not an agent, scrvant, empl�yce, le�al represcntative, pai•tner or joint ventui•e of Nurchasei•. Nothing herein sliall bc deemed or construed as creating a joint venture or partnership between Supplier and Purchaser. Ueither party has the po���er or authority to bind or commit the ather. AgZTICLE 17 - N�'I'ICES t�ll notices required or permitted to be �ivcn or made in this Agreement shall be in writing. Such notice(s) shall be deemed to bc duly given or made if delivercd by han�l, by certitied or regislered �nail or by nationally reco�;nized overnight courier to the address specitled below: lf to Purchaser: South Davis Nletro Fire Abency �T1�T: Chicf Jeff Bassett 2.55 South 1 UO West Bountiful, LiT $4011 If to Supplier: David Moonev ViES i801 Fruit Valley Rd Vancouver, �VA 98660 with a copy to, Bi•uce R. Busch Senior Vice President National Purchasin� Partncrs, LLC 1100 Olivc Way, Suite 1020 Seattle, WA 98101 Either party may change its notice address by giving the other party written notice oi�such change in the manncr specified above. AI2T'1CLE 18 - F'��2CE I�AJEIJI�E Delay in perfortnance or non-perfor�nance of any obligatian contained herein shall bc excused to thc eYtent such failure or nornperfoi�rnance is caused by for•ee majcure. For purposes of this Agreement, "force majeure" shall mean any cause ar agency preventin� performance of an oblibation v�rhich is beyond the reasonable control of either party hereto, includin�; without limitation, tire, 11ood, sabatage, shipwreck, embargo, strike, explosion, labor trouble, accident, riot, acts of govei��mcntal authority (including, ���ithout limitation, acts based on laws or 9 regulations now in existence as well as those enacted in thc future}, acts oI� God, and delays or failure in obtaininb raw materials, supplies or transpartation. A party affected by force majcurc shall promptly provicle notiee to the other, explaia�ing the nature and e�cpeeted duration thereof, and shall act diligently ta rcmedy the interruption or delay if it is reasonably capable of being remedied. In the event of a force majeure situation, deliveries or accepta�ice of delivcrics that l�ave been suspended shall not be rec�uircd to bc made upon the resumption o� perf�rmanc;e. AR'I'1CLE 19 - �VAIVEIZ l�TO delay or iailure by eithcr party to exercise any right, remcdy or power herein shall impair such party's right to exercise such right, remedy or powcr or be construed to be a waiver af any default or an acc�uiescence therein; and any single ar partial exel•cisc of any such right, remedy or power shall not precludc any other or further exercise thereof'or the exercise of any other riglit, rernedy or power. I�TO waiver hereundei• shall be valid uuless set forth in writing executed hy thc waiving paity and then only to the extent �xpressly set forth in such writing. ARTYCLE 20 - PAR7'IES BO�TN�; ASSI(FNIi�lE1VT This Agreement shall inure to the benefit of and shall be binding upon thc re�pective successors and assigns of the parties hereto, but it may not be assigned in whole or i�i part by Supplier without the prior written consent of Purchaser which shal I not be unreasanahly withheld or delayecl. Supplier shall not delegate its duties under this �1�;reement nar assign monies due or to become due to it hereunder without prior written consent of Purchaser. Purchaser may freely assign this �'lgreement to an instrumenlality thereof or to a third party responsible for administerin� this A�;reement on behalf of Purchaser. A�R'i'ICLE 21 - SF,VE�2ABII.iTY To thc extent possible, each provision oi� this Agrccment anci any Purchase Order shall be intcrpreted in such a mannel• as to be effecti�e and valid under applicablc law. Il�any provision of' this ngreement or any Purchase Order issued in accordance with this ngreement is declared invalid ar unenforceable, by judicial deteimination or otherwise such provision shall not invalidate or render uncnforceable the entire Agreement or Purchase Order, but rathcr the enlire Agreement or Purchase nrder shall be construed as ii� not containin�; the particular invalid or unenforceablc provision or provisions and the rights and obligations of thc �arties shall be construed and enforced accordingly. ARTIC�,E 22 - INCORPOTdATi01�1; ENT�RT AGREEMENT 22.1 All the provisions of tlZe Attachments hereto arc hereby incorporated herein and made a part of this Agreernent. In the cvcnt of any apparent conflict between any prcn ision set I`orth in thc main body ofthis Agreement and any provision set forth in the Attacluiicnts, including the RFP and/or Supplier's Proposal, the provisions shall be intet��retcd, to the extent possible, as if they do not conflict. In the e��ent tilat such an inte�pretation is not possible, the provisions set forth in the main body of this Agreement sl�all control. la 22.2 1'his ,1gre2ment (�ncludir g Attachmenis and ContraU Documcnts hcretoj rnnsti�:,' •'' th•° entire agrecntcnl ��f the p;jr[iUti relat;ng tc� Che subjc�t matten c�rev? and supersede> any and n!! prior !��riCten and ora) agrei.rr;ents or understancings relating to such sut?;�.e�t ,��crter. /tak: iiC lu 23 -� i S�:A�D�tC:� Headinqs use�l in this Agreemenr,are Fnr convenieicce vl' refercncc anly and shall in nu way be use�i to cons�rue i�r limit .he pro��isions set forth in this Agreemen+.. r��t'Q I�,T.E.�4 -,11�OI))bi� T� ��"!' l6�Dl�i 'Chis Agreemeni may be modifie�( or amended onl?� by a wriiing esecutcd I,p ltivth parties hercus. ' �1��'T : - �B�V�:tB��idI�1G �.���' "i'his Agree?nriit shali be �overned by nnd interpreted in accordance �vith the laws af thc sin�e iii which thc 1'urehaser exists, tvilh�yut ref�ard to its chui��e of I�w nrc�visions. IN �'VECNCiSS V1'NF:RC?OF, Ute pjnies huvc c.+ecut<xl d�is A�etinient �.� nf the ciay and ycar first x�rincn ahnve. PURCHASER: �, n �y: —;���—u,�`���� -' J — Name: _.� � (" Titie:�f� �/t 1 � '.5��� � Soud� Dav's ildetro ue A ncy llated: _ �" c��' ��--- -- C� � Gi� ; .�d � �'!/ t'�,�+�� c $y: Mun�c�pal bmergency Scrvi�!es L�c. � Name:rF�p�V±d__. f�dOe��� r --- Titic: _`��'.��� � r`.-:.- i_!r ��n. r-e_�:de.�ndr _ - - -- -- .�.� . r.>n�Pd: � P � � - , - �' ` i..�- �_ __ �, i f l�'1 i'�A�:g�tViE�'T A fo �'urchase l�grecme�! by andlbctween SUPPLIEIt and PU�CHASEEt. 1 �ire Turnouts ' nd Fir� Retated � ui ment **Con4�et 1�1 for CompR�te Pricelest** ;- '�'�.�. �, cyweu �+w wc+ u rva �-. r.� PricinR ond Di;�couut tiuromary � MFC i� oKering the follawing products mQ diamunts in this proposal. Paicing fnunJ in I "Fi�c Equipment Pricinyxla" on the encloet �1 �a�l+ d�ve h�+ tia and eeWog prioiog in ihc fmm o( PPF. DauFdc clicking on tM ic �n will opCn lhc pnw sl+ael. llle applica6l¢ I discount ia lia�ed ebove ac6 icon. Itans Sh p are fixcd pticing ate dw iruliwted. 'fhe atrmd�heet i� mbbcd u �he Dutmm hy.'afe¢ory to Rimplify xsKhing. I , �1l1'tl OU�9 -All Hoae�eD Tu�oqf 4lnthlnq a�e diez iwted ae follo.e�: � - B41i oH tbf 1-9EFFr�rfl;Tl9re pAto � lS.B%Otllhl , 76,200 iMe119h1�n prlro � 69X OR 0a1 �. )004 RiroflpMn++ v�ice - .tioaarmtlteohrcoria2Q%oETMSRP ' d:lpl�e Turmouro ue 41Y. o1TRtSRP ({im{I �d w NC, SC, V A, IL, fN, NJ, Q�, MU. NY, 'CN, PA)1�t0, NE, KS, IA, MN, SD, NIf �GIoDc Foo�rear iv 25SS ofC MSKP (limita i m thr sama shus a. ��N�� •BuUaed Hdteets m] SY. vR(not apptiwN' : in NI. CA. AZ TfM. Cn. W Y, TAT. WA. OR,1D, A K, N V, ur V� -Cafrno Nd�een wo 3lM/o off MCRP i �� I I � 1 �C�� -SCQTi Safety SCBAs, facepieces, a��d cylindcrs are .'.�°'o otT'MSRP (trxde in crcdi�v pllowubld when conditiaus permit) -S�OT"T fill sta�ions and compressors huve a discount of fiiee frcight. -SC[iAs [nc cyuipment at 10% otT MSR!' �+ QjA9tp111CQ1� -5Cd) i'"L' T'hermal Imaging Camera has 8% off MSRP -IZ11' Safery ropes, hamesves, bailout systems, etc is 17% ot7 MSKP -Ct9C Rcwuc ropes, hamesses, bailout syslerns, etc is I 5% off M5R}' -Gemtoris 15%offMSR}' -Genesis Rescue tools is 10% off'list (lim'rted to UT, CO, NM, AL, ���A, UR, WY, NV, H[, M7 and CA) -Holmatro Rescur Tools is 5°/a off list (limited to .AK, and IP) -Hurat Rcxcue Tools is 20% oCF MSRP (limited to NC, SC, NJ, PA, V A, TX, ND, SO. NE, IA, F'1., TN, .4L, GA) •Ajax Kescue I�oo1s is 15%off MSttP -Duo Safety is 20% otl' A4SRP -,�lumieum i.addcr Co is 20%otTA4tiRP -Simulstids is 8°ro off MSHF' -&:uramco (Rem Fmn) is 20% off R4SRP -Tempest Producta is20°h, offMSRY -Saper Vac is 10%of1�MSRP (Valid in Hf, CA, AZ,NM. CO, WY, M�]'. NV, iJT, IU, OR, WA, AK) -Culters Edge is 15%otPD1SRP -Grovee (Reddy Rack) is 15% off MSRP 13 -Plupla Tools is 30% off MSRP -�.cat6erhead Tools is 30°f� off MSRP -Aktron 7'ools is 30% off MSRP -Council'1'oois is 35°/a oITMSRP -See�eamlight Flashlights is 40°/a off MSfZP -Fox Fury Flashlights is t2%ofFMSI{P -iCoehler-Qrig6t Star is 5% ott� M tiK P -Pelican is 25% ofl' \�1SKP -Crew Boss Wildland Gcaz is l2°l0 off A45RP -Pcirogen Products is 10% off tviSRP -Flume4ighter is 25% off NiSRY -Ziamatic is 25°/a off MtiKY -ES5 Safety is 30% off MSRP -I3enchmadc Pruduct4 at 30%oITMSRP -Wheiea is?S%olT�1SRP -[?urmccf liatteries 3re 4q%ofTMSRP -Amerex Fire F.xtioguisherv is 25%off MSRP ��5� -Fireqaip Hosc lu�s a discount oC 25"% nff catalog pricing �1'�S5 -Elkhart Brass (including Master Chief and Traditiont�) linc products) is 4o% off MSRP 14 -Kochek adaptors, e�c is 40% uff MSRP -Task Fnrce "['ips (TFI') hraes is 30% uff MSRP (limited tn P.A. VA, NJ, F I„ NY, NC, iL, TN) -C-Forcc by 7'�"T' (natiorml uvailability) has nn discount �;r the mt�nufucturer. -Actiov Coupfings is 25% otT MSRP -glarrin�4oa is 35°�0 off' MSR.P -S&!� Products is cata►og pricing whicli is approxim.itcly 30% nff MSRP F''0 � �'t - Ansul l�oam is 20%offMSRP -Chem Guard is 20% otf MSRP -Ct:T Pumps is !0%offMSRP �ac�ges/�4��iora 1Ne�r �r�d Uniffor�s -Blacicinton Rsdges is 25%o17MSRP. -il l�I'ectical station weaz ctc is 27% off MAP -Tru Spec station wear etc is 25% off h1AY -Workrite Uniforms is 1�%ut1'viSRP -VF tmagewear (Horace Sroali) is 20%offMSRF �6e�nae��,1i�[aintena�uce, �nd �c��to¢�iz�tie�n§ -horthwest 4sfety Ctean is fixed pricin� far turnoui cle�ning and mainlenance, alterations, and custamirations. -511 Tactical customi2atlons arc fixed pricing �Tru tipee customi•ralions are fixeJ pricing Pricing contained in this Attachmcnt �1 shall be e�tended to all National Purchasing Pariner government membea upon execution of the National Purchasing Partners Intergovernmental C�ooperati��e Purchase Agrecment Participating Agency Endorscment and Authorization � 15 A'I'TAC�MF,N'I' B to Purchase A�;reement by and beriween �UPPI,I&;1Z and PURC�i�SEla. A�l?I'TI�NAL SFI:I.ER WAR�I�T'lES 16 A"I'TACHIVIEN'T C to Purchase Agrcement b�� and bettii�een SUPY[.IER and Pi1RCi PAR'TICII'ATII`IG AGEI�ICIES Purchaser seived as the Lcad Contracting Agency in cooperation with National Purchasin� Partners and on bchalf of ather government agencies that desirc to aceess the Master Purchase Agreement. Supplier must dea( directly with any Participating Agency coneerning the placement of orders, issuance of the purchase orders, contractual disputes, invoicing. and pa}�ment. 'l�he Purchaser is actin� as "[.ead Contracting Ageney for the Participating Agencies and shall not be held liable for any costs, dama�es, etc.. incurred by any other P��rticipating Agcncy. The subsequent contract shall bc construcd to be in accordance ��jith and gov�rned by tlie laws ��f the Stale in which the Partici�ating Agency exists. Lach Participaling Agency is required to execute a National Purchasing 1'artners Membcr Cntergovernmental Cooperative Purchasing Agreenterit ( "IGA"), all as set f�rih on the National Purchasing Partners web site, ww�v.mvnpp.com, under the Supplier vendoi• page. 'l'he IGA allows the Participating Agency to purchase products from the Sup�lier in aecordance with each Participating Agency's legal rcquirements. 17 Soutt� Davis Metro Fire Agency I Fire Turnouts and Fire Related Equtpment Salicitation Synopsis Solititation Mo. 2013-1 Intent South Davis Metro Fire Agency in conjunction with National Purchasing Partners, lLC (NPP), dba FireRescue GPO and Public Safety GPO, served as lead Agency to solicit proposals for Fire Turnouts and Fire Related Equipment providers to service the NPP mem6ership. The published Request for Proposal (RFP) contains provisions that permit all members of NPP throughout the nation to "piggy-back" off the resulting Master Price Agreement(s). DeCermination for issuinQ R�P South Davis Metro Fire Agency has determined that it is neither practicable nor advantageous for South t7avis Metro Fire Agency to procure Fire Turnouts and Fire Related Equipment using competitive sealed bidding, Competitive sealed biddfng limits evaluation of offiers solely to compliance with the requirements, provides no opportunity to compare the product and service offerings among the vendors, prohibits revision of the offers, and uses price as the predominate deciding factor. Such limitations prevent South Davis Metro Fire Agency from awarding the most advantageous contract(s) for South Davis Metro Fire Agency. Procedure South pavis Metro fire Agency issued and published an RFP (2013-1) on June 24, Z013. ;a.a.,�.;,n a�.rn�h�,� i..._.,v,., tinuth I)a�is \le(ro F'ire ACr��rv � . . . .. _ .. ^- ,. - _ � ..,f . . .. .. . ... —__ .... � __ _._.._. _. --- ,...,..,._, I I ___.. ._.; --_. _ , .. .. I, —.--.. - t .. .,.. xn,.:.oi�,,,„�io�......, .. .,, i . , ._ .... ,... .. — ._ — j ,... ,...... �. __._. r -.,�. . ,...•: _.. .,.... ...,. . ._. . - . , �. .. . , f ':' —' --- .. .__ � i ,._. . I _. _ .. . __ _. .—.— ,,'"`_ f ..-... _.. .. ( �.. .. .. - t _ ... � ._.. , . _—.. _ s ., .��— l: .,...�� _ � .. -. _..._. :.. .. �. ... . . .� .� . ... . ,.. .. .����.... . � . .. . . '__ ............ .. ...... .. .. . .. 1t'�:1:�. � . ... ,. . ... . .... .. . �.� ... .. � The RFP was posted to the following web sites: www.nop�overnment.com, www.firerescue-gpo.com, www.SDMetrofire.org, and www.findrfq.com South Davis Metro Fire Agency received proposals from the foilowing vendors: 1. L.N. Curtis Z. Municipal Emergency Services (MES) Proposals were evaluated over a two-week period by South Davis Metro Fire Agency based on the criteria contained in the RFP. South Davis Metro Fire Agency reviewed a summary of the recommendations and selected the successful proposer(s). Evaluation The evaluation was based on the following criteria as described in the RFP (weighted): Basis of award: Award�s) will be made to the resporsive and respansible offeror(s) whose proposal(s) is (are) determined in writing to be most advantageous to South Davis Metro Fire Agency and for the national membership base of National Purchasing Partners DBA FireRescue GPO and Public Safety GPO. South Davis Metro Fire Agency reserves the right to use model projects/market baskets to determine the most advantageous proposal(s). It is South Davis Metro Fire Agency's intent to award a complete line of products, when possible and advantageous. Best and final offers: South Davis Metro Fire Agency may issue requests for best and final offers (BAFO�. issuance of a best and final offer is not guaranteed. Proposals shouid be complete and meet all specifications and requirements of this solicitation. Competitive range: South Davis Metro Fire Agency reserves the right to establish a competitive range of acceptable proposals as part of the evaluation process. Proposals not in the competitive range are unacceptable and will not receive further award consideration. Criteria: The evaluation criteria for this solicitation, in relative order of importance, are as follows: • Conformance to the terms and conditions in the solicitation; • Completeness of the proposal and required forms; • Price, including favorable pricing for cooperative purchasing; • Product lines offered; • Service capabilities for all regions of the state o Demonstrated vendorJstaff experience/knowiedge, and/or product quality; and • References and Past Performance Information (PPI) review. The evaluation committee selected L.N. Curtis as the Regionai Proposer and MES as the National Praposer. Pricine Structure I Core list pricing per vendor — See Price List Attachment A to MPA. � AFFIDAVIT OF IVIAILINC STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) I, Michael Angeles, being first duly sworn on oath, deposes and states that I am a Contract Manager for National Purchasing Partners (dba Pubiic Safety GPO and FireRescue GPO), a group purchasing organization. On May 8th, 2013, I caused to be deposited in the United States mail at Seattle, King County, Washington, with first class postage prepaid, one each copy af the attached NQTICE OF SOLICITATION for the MASTER AGREEMEN7 FOR FIRE EQUIPMENT to the following addresses: �L.N. CURTIS AND SONS MES � eC�� C/Q Shridhar Shah IVick Lawrence 7 Poverty Road ' 4818 Skycrest Way ,!85H Bennett Square Santa Rosa, CA 95 ,'So uthbury, CT 0 6488 TheFireStore.com Avan/ISI 104 Independence Way Mark Williamson Coatesville, PA 19320 �''922 Hurricane Shoals Road 'La�vrenceville GA 30043 iNLINE DISTRlBUTING COMPANY Jerry Loran C/O Bryan Miller ,�/O Lion Apparel 14093 BALBOA BLVD ;'i2gg20 Forest Dr. ,Sylmar, CA 91342 ' Carbonado WA 98323 ; �� ; /i'� j : G- ..' � � "' ' � � Michael Angeles SUBSCRIBFD AIVD SWORN Tc� before me this 8` day of May, 2013 by Michael Angeles oYasy } ic �t,�te of �Ir�sP�ir�gton iVOTARY PUBLIC in and for the State of �RUCE Ro �U��H washington, residing at �__ � �v C��A4SSt0►d �cPtI��S My commission expires: -�/ i . 1, 2t3i4 Nation�l Purchas�ng P�rtners Member Intergovernmental Coo�ee-ative Purchaseng �igreement "rhis Intergo��ernmental A�reement (Agi•eernent) by and between government entities that execute a Lead Conti•acting A�ency Autllorization {""Lead Contraeting Agency(ies)"} ta be supplemca�ted and made a part hereof and participating National Purchasing Partners ("NPP"j govenvnent entit�� mcmbers ("Participating Agencies") includin� members of FireRescue GPO and Public Safety UP�, that agree to the terms and conditions of this Agreement. All NPP Lead Contracting Agencics and Participating flgencies shall be considcred as `'parties" to dlis agreement. WHERF,AS, upon c�mpletion of a fonnal cornpetitive solieitation and selection process, the Lead Contracting Agencies have entcred into Master Price Agreements �vith one or more Vendors to pravide �oods and services, �ften based on nati�nal salcs volume �ICO�eCtiUnS; WHEREAS, NPP, created by a nonprotii medical centcr, providcs group purchasing marketing a��d administrative support for governmental entities within the membership. NPP's marketing and administrative services ar� iree to its membership, which includes participating public entities and non-profit institutions throughout the United States and Canada. WHEREAS, NPP has instituted a cooperative purchasing program wider which member Participating Agencies may reciprocally utilize competilively solicited Vcndor Contracts thraugh thc inclusion of the mcmbership in Lead Contrlctin� Agency bid Solicitation and Master Price A re n � e Icnts; WHERGnS, the Master Price �lgreements providc that all mcrnbers of NPP may purchase goocls and serviccs on the same terms, coliditions and pricing as the Lead Contracting Agency, subject to applicablc local and state laws of the Participating Agencies; WHER�:AS, the �lrties agree to camply with the requircments of thc lntergovernmental Cooperation Act as may be a�aplicable to the local and state laws of the Participating tlgencies; WHERCAS, the parties desire to conservc and leveragc resources, and to improve the efficicncy and economy of the procurement process while reducin� solicitation and procurement costs; WHERI;AS, the parties are authorized and eligible to contract with governmcntal bodies and Vendors to perf'orm goveinmental functions and services, including the pttrehase of goods and s�r•��ices; a�id WHEKEAS, thc parlies desire to contract with Vendors under thc tenns of the Master Price Agreements open to all P�rticipating Agencies; :VOW. THERE}�URE, the parties agree as follow�s: ARTICI.E 1: LFGAL AUTHORITY Each Party represenls and wal•rants t11at it is elibible to participate in this Agreement because it is a local �;overnment or non-profit corporation created and operatcd to provide one or more governmental fiinctions and possesses adequate legal authority to enter into this Abreement, AR'TflCLE 2: APPLIC'ABLE LAV4VS ' The procurement ot� goods and scrvices suhject to this Agreement shall be conducted in accordance with and subject to llie relev�nt statutes, ordinances, rules, and regulations that go��ern each party's procurement policies. It is the responsibility of each party to cnsure it has met all applicable solicitatian and proeurement requirements, both in statc law and (ocal policy. ARTiCLE 3: US�; �F BID, PROPO�AI, OR PRICE AG1tEF1i�iFNT a. Each party will facilitate the cooperative procurement of �oods and services. b. 1'he procuring pariy shall be responsible far t�ie ordcring oi�boods and services under this Agreement. A non-procuring party shall not be liablc in any fashion for any violation by a procuring party, and the proctu•ing party shall hold non-procuritlg parties harniless trom any liability that may arise fram action or inaction of the procuring party. c. The procuring party shall not use this agreement as a method for oblaining additional concessions or reduced priees for sianilar goods and services outside the seope of the Master Price Agreements and I�TPP. d, The excrcise of any ri hts or remedies b the rocurin j a shall be the � Y p bPn3' exclusive obli =ati�n of such r b p ocw•ing party. e. The cooperati��e use of bids, proposals or price agreements nbtained by a party to this Agreement sitall be i�l �ecardance with the terms and conditians of the bid, proposal or price agrccment, except as modified where otherwise al]owed or required by applicable law, and does not relicve the party of its other bid requirements under slate law or local policics. PARTY '1'O �'ILE THtS AGItLGn1ENT WI7'H '1'HL YRUPER AGF;NCY 1F RE�iiII21EU BY LOCAL OR STAT� LAW. LE.4.D CONTRACTil�G AGE�CY ENDORSE�EN't' A;�JI) AUTHt(�RI7ATICDN The undersigned acknowledges, on behalf of S�uth Davis ivletro Fire Agency (I.ead Contracting Agencv) tlaat l�e/she has read and a�rees to the �eneral tern�s and co��ditions set forth in the enclosed Vlember Lnter�overnmet�tal Cooperative Purchasing Agreement regulating use ot' thc ��Iaster 1'rice .q�reements and purch�ise of goods and sen�ices that from time to time are niac�c a��ailable hy Lcad Contracting Agencie� to Participating flgencies locally, regio�ially, attd nation�lly through NPP. Copies uf Vlasier Price Agreements and an_v amendments thereto made available b�� Lead ConU•acting ' A�encies w71.1 be provided to Particip�iting Agencies and NPP to facilitate use by ' Parcicipating Agcncies. The undersigned �u�derstantis tl�at the purchase of ��oods �nd services under tl�e provisions of the ��iember Iniergovcrnmrntal Cooperative Purchasing Agreement is at the absoluce c�iscretion of the Partieipating A�encies. The un�ersigned aftirms that he.�she is an a�enl of the Soutt� Davis 1bletro 1 Agency and is duly authorized tn si�� this Lead Contractin� r1�en.cy Endorsement and Auth�rization. � Uate: / J ' . �"�,�_ BY': ' ' T-�-- - �;' � �?�},T�� `':.� ITS: �"� ' , , _ -- � ��� i T_ead Contractin� Agency Contact InIorll�ation: � r'� ', Contact Person: � � ' . i � ` . , � ,�ddress �j�j �, � U , w , :> >' __ _ . �..� � 'I�����'�'��� � �-���-l� 'l�elephoneNo.:�{"%;l-��- ;� --r---a--�' � Email:_ �_� t': �.'L1 �'t'•Cl,� [J