HomeMy WebLinkAboutResolution_100-15_12/10/2015 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 merchandise. 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 Exhibit "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.
MES - FLORIDA Telephone .......... ............. :727-521-2135 Ex. A
3789 62nd Avenue North Fax .................. ........... .... :727-525-1819
Pinellas Park, FL 33781 fouk
KAES
MUNICRAL EMMMSUMM, INC 1
Ship To:
TEQUESTA FIRE DEPT Quotation
357 TEQUESTA DRIVE Number ............ QT00372853-3
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,CARB,45MIN,4500
804723-01 (HM) CYL & VALVE CARBON 2.00 EA 924.37 1,848.74
60
200954-02 RIT PAK III ASSY, 450OPSI 2,00 EA 2,561,76 5,123.52
This Quotation is subject ject 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 12016
Sales balance Total 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 will be applicable at the time of invoice.
Ex. B
Fire Turnouts and Fire Related Eduipment
MASTER PURCHASE AGREEMENT
This Master Purchase Agreement dated the last day of signature (effective date) is by and
between the South Davis Metro Fire Agency ( "Purchaser ") and Municipal Emergency Services
Inc. (MES) ("Supplier").
RECITALS
WHEREAS, the Supplier is in the business of selling certain Fire Turnouts and Fire Related
Equipment and related products and services, as further described herein; and
WHEREAS, the Supplier 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, the Supplier desires to extend the terms of this :Master Purchase Agreement
to members of National Purchasing Partners, LLC.
NOW, THEREFORE, Supplier and Purchaser, intending to be legally bound, hereby
agree as follows:
ARTICLE I — CERTAIN DEFINITIONS
1.1 "Parties" shall mean the Purchaser and Supplier.
1.2 "Agreement" shall mean to this Master Purchase 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 FT No. 2013 -1 (herein "RFP ") and
Supplier's Proposal submitted in response to the RFP (herein "Supplier's Proposal ") as
referenced and incorporated herein as though fully set forth (sometimes referred to collectively
as the "Contract Documents").
1.3 "Applicable Lavrr(s)" shall mean all applicable federal, state and local laws,
statutes, ordinances, codes, rules, regulations, standards, orders and other governmental
requirements of any kind, including, but not limited to, those relating to (i) affirmative action and
equal employment opportunity, (ii) nondiscrimination based on race, color, creed, religion, sex,
age, ethnic origin or existence of a disability, (iii) wages and hours, (iv) workers' compensation
and unemployment insurance, (v) labor and employment conditions, (vi) occupational safety and
health and (vii) the environment and the use and handling and disposal of toxic and/or hazardous
substances and materials.
1.4 "Employee 'faxes" shall mean all taxes, assessments, charges and other amounts
whatsoever payable in respect of, and measured by the wages of, the Supplier's employees (or
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subcontractors), as required by the Federal Social Security Act and all amendments thereto
and /or any other applicable federal, state or local law.
1.5 "Purchaser's Destination" shall mean such delivery location(s) or destination(s) as
Purchaser may prescribe from time to time.
1.6 "Products" shall mean the products and/or services to be sold by Supplier
hereunder as identified and described on Attachment A hereto and incorporated herein, as may
be updated from time to time by Supplier to reflect products and/or services offered by Supplier
generally to its customers.
1.7 "Purchase Order" shall mean any authorized written, electronic, telephone or fax
order sent or made by Purchaser pursuant hereto, including, but not limited to, written purchase
orders, requisitions sent by fax machine, and orders in such other form and /or mode of
transmission as Purchaser and Supplier may from time to time agree. Each Purchase Order will
specify the following items: National Purchasing Partners contract number, specific Products
requested (by id number), unit price per Product, quantity, delivery schedule, destination (with
contact/recipient), and total price of the Purchase Order. Each Purchase Order issued under this
Agreement shall be made part of, and be incorporated into this Agreement, and shall reference
this Agreement on the face of each Purchase Order. Should any Purchase Order not conform to
or satisfy the terms of this Agreement, Supplier shall have five (5) business days aver receipt to
reject the Purchase Order. By not rejecting the Purchase Order within five (5) business days,
Supplier will have accepted the Purchase Order. Acceptance by Supplier is limited to the
provisions proposed by Supplier or Purchaser shall apply. In addition, the parties agree that this
Agreement and accepted Purchase Orders constitute a contract for the sale of goods and /or
services and satisfy all statutory and legal formalities of a contract.
1.8 "Unemployment Insurance" shall mean the contribution required of Supplier, 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.
1.9 "National Purchasing Partners" is a subsidiary of two nonprofit health care
systems and provides group purchasing marketing and administrative support for governmental
entities within the membership. National Purchasing Partners' membership includes
participating public entities across North America.
1.10 "Participating Agencies" shall mean members of National Purchasing Partners
that Supplier for which Supplier has agreed to extend the tens of this Master Purchase
Agreement pursuant to Article 2.5 and Attachment C herein.
ARTICLE 2 -- AGREEMENT TO SELL
2.1 Supplier hereby agrees to sell to Purchaser such Products 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 ordered by
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Purchaser by Purchase Order in accordance with and subject to the terms, covenants and
conditions of this Agreement.
2.2 All Purchase Orders issued by Purchaser to Supplier 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. In the event that the provisions of this Agreement
conflict with any Purchase Order issued by Purchaser to Supplier, the provisions of this
Agreement shall govern. No other terms and conditions, including, but not limited to, those
contained in Supplier's standard printed terms and conditions, on Supplier'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.
23 i Notwithstanding any other provision of this Agreement to the contrary, Purchaser
shall have no nation to order or purchase any Products hereunder and the placement of any
Purchase Order shall be i� the,sole discretion of Purchaser. Without limiting the generality of
the foregoing, h� actual quantity of Products to be purchased hereunder shall be determined by
Purchaser in its sole discretion. This Agreement is not exclusive Supplier expressly
acknowledges and agrees that Purchaser may purchase at its sole discretion, products which are
identical or similar to the Products described in this Agreement from any third party.
2.4 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) Suppliers Proposal; and
(iii) The RFP.
Supplier has responded with no Exceptions to the RFP Solicitation identified in
Supplier's Proposal.
2.5 Extension of contract terms to National Purchasing Partners, LLC
2.5.1 Pursuant to Section 1.0 of the RFP, Supplier agrees to extend the same
terms, covenants and conditions available to Purchaser under this
Agreement to other government agencies and non - profit entities that are
members of National Purchasing Partners, that have executed a National
Purchasing Partners IGA as a Participating Agency as may be required by
the government agency's local regulations, and that wish to access this
Agreement in accordance with Attachment C which is attached hereto and
incorporated herein by reference ( "Participating Agencies''). Each
Participating Agency will be exclusively responsible for and deal directly
with Supplier on matters relating to ordering, delivery, inspection,
acceptance, invoicing, and payment for Products in accordance with the
terms and conditions of this Agreement as if it were "Purchaser"
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hereunder. Any disputes between a Participating Public Agency and
Supplier will be resolved directly between them under and in accordance
with the laws of the State in which the Participating Public Agency exists.
Pursuant to 1.2A) and 3.2 of the RFP, South Davis Metro Fire Agency
shall not incur any liability as a result of the access and utilization of this
Agreement by other NPP Participating Agencies.
2.5.3 Supplier acknowledges execution of a Vendor Administration Fee
Agreement with National Purchasing Partners, LLC, pursuant to Section
1.2C) of the RFP.
ARTICLE 3 - TERM AND TERMINATION
3.1 The initial contract term shall be for three (3) calendar years from the date of
contract 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 after expiration of the prior term. However, no contract
extension exists unless and until contractor is so notified by South Davis Metro Fire Agency.
3.2 Month -to -month extensions: South Davis Metro Fire Agency reserves the right to
offer month -to -month extensions if that is determined to be in the best interests of Members.
3.3 Renewal of contract: Conditions for renewal of the contract shall include, but are
not limited to: contract usage, satisfactory performance of services during the preceding contract
term, ability to continue to provide satisfactory services, continued adherence to the contract
requirements, and continued competitive prices for the materials and services provided under the
contract. trovided that the Lead Contracting Agency, through NPP, and/or the Proposer may opt
to decline extension of the Master Purchase Agreement by providing notification in writing least
thirty (30) calendar days prior to the annual automatic extension anniversary of the original
Master Purchase Agreement term.
3.4 Either party 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, AND PAYMENT
4.1 Purchaser shall pay Supplier for all Products ordered and delivered in compliance
with the terms and conditions of this Agreement on the terms and at the price or prices specified
for each such Product on Attachment A. Unless Attachment A or Supplier's Proposal expressly
provides otherwise, the discount off list schedule for Products set forth on Attachment A hereto
shall remained fixed for the entire term of the agreement but manufacturer pricing is not
guaranteed and may be adjusted based on the next manufacturer price increase. Unless
otherwise directed by Purchaser for expedited orders, Supplier shall utilize such common carrier
for the delivery of Products as Supplier may select; provided, however, that for expedited orders
Supplier shall obtain delivery services hereunder at rates and terms not less favorable than those
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paid by Supplier for its own account or for the account of any other similarly situated customer
of Supplier.
4.2 Supplier 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 purchased during the applicable
invoice period and any other information reasonably requested by Purchaser, and must otherwise
comply with the provisions of this Agreement and such reasonable requirements as may be
prescribed by Purchaser from time to time. Invoices shall be addressed as directed by Purchaser.
4.3 Unless Attachment A or Supplier's Proposal (Attachment D) expressly provides
otherwise, the prices specified on Attachment A include (i) all taxes and duties of any kind
which Supplier is required to pay with respect to the sale of Products covered by this Agreement
and (ii) all charges for packing, packaging and loading.
4.4 Notwithstanding any other agreement of the parties as to the payment of
shipping/delivery costs and subject to Attachments A and F herein, Supplier shall offer delivery
and/or shipping costs prepaid Shipments shall be F.4.13. Ship Point, with freight charges added
to the invoice. Title and risk of loss of material shall not pass to SDMFA or participating
Members until SDMFA/Member receives and inspects /accepts the material at delivery point,
unless otherwise provided in the contract. To see additional terms please contact the distributor.
If there are handling fees, these also shall be included in the pricing. Supplier shall bear all risk
of loss during transit.
4.5 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 Supplier in connection
with the provision of the Products, including without limitation travel expenses, clerical or
administrative personnel, long distance telephone charges, etc. ( "Incidental Expenses "). To the
extent that Attachment A expressly requires Purchaser to reimburse Supplier for Incidental
Expenses, and notwithstanding anything else set forth in this Agreement, including Attachment
A, Purchaser shall not be responsible for any such reimbursement unless the expenses to be
reimbursed are (i) approved, in each instance, in advance by Purchaser; and (ii) substantiated by
appropriate receipts and related documentation. It is acknowledged and agreed that Purchaser
may, as a condition of its approval of any such Incidental Expense reimbursement, require in
each instance Supplier to utilize suppliers or service providers prescribed by Purchaser, which
may include suppliers or service providers which are affiliated with Purchaser.
4.6 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.
ARTICLE 5 - INSURANCE
During the term of this Agreement, Supplier 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 the states where
Products are to be sold hereunder.
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ARTICLE 6 — INDEMNIFICATION
Supplier agrees that it shall indemnify, defend and hold harmless Purchaser, its respective
officials, directors, employees and agents (collectively, the "Indemnities "), and National
Purchasing Partners 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 Indemnities by reason of, or arising out of, (i) any breach of
any covenant, representation or warranty made by Supplier in this Agreement, (ii) any failure by
Supplier to perform or fulfill any of its obligations, covenants or agreements set forth in this
Agreement, (iii) the negligence or intentional misconduct of Supplier, any subcontractor of
Supplier, or any of their respective employees or agents, (iv) any failure of Supplier, 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
Supplier under this Agreement or Supplier's performance under this Agreement, (vi) any
Employee Taxes or Unemployment Insurance, or (vii) any claim alleging that the Products 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, Purchaser or its officials, directors, employees, agents or
contractors. In addition, Supplier shall not be liable for infringement claims related to
nonstandard or special -order product, the design of which is provided to Supplier by Purchaser.
The provisions of this Article shall survive the expiration or termination of this Agreement.
LIMITATION OF LIABILITY: IN NO EVENT WILL EITHER PARTY BE LIABLE
FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY
DAMAGES IN CONNECTION WIT14 OR ARISING OUT OF TIIIS 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,
WHETI IER BASF,D ON TORT OR BREACH OF CONTRACTOR OTHER BASIS. EVEN IF
IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ARTICLE 7 -- WARRANTIES
All maintenance and warranty questions should be routed to Supplier at 866.288.4936.
Supplier will facilitate and coordinate with the appropriate service center and contact.
AR'T'ICLE 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.
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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
Supplier's sole cost and expense, elect either to (i) return any damaged, nonconforming or
defective Products to Supplier for correction or replacement, or (ii) require Supplier 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 Supplier fails
promptly to make the necessary inspection, removal and replacement, Purchaser, at its option,
may 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 by such invoice, and
acceptance by Purchaser shall not relieve Supplier 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.
ARTICLE 9 - SUBSTITUTIONS
Except as otherwise permitted hereunder, Supplier may not make any substitutions of
Products, or any portion thereof, of any kind without the prior written consent of Purchaser.
ARTICLE la - COMPLIANCE WITH LAWS
10.1 Supplier agrees to comply with all Applicable Laws. Without limitation of the
foregoing sentence, Supplier shall comply with all applicable equal employment opportunity,
affirmative action, and all other contract clauses required by Applicable Law and shall, at
Supplier's expense, secure and maintain in full force during the Term of this Agreement, any and
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, Supplier 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 1 I - 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.
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11.2 Any knowledge or information which Supplier or any of its affiliates shall have
disclosed or may hereafter disclose to Purchaser, and which in any way relates to the Products
covered by this Agreement shall not, unless otherwise designated by Supplier, 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 Supplier's reasonable security and confidentiality procedures, Purchaser, or
any third party retained by Purchaser, may at any time upon prior reasonable notice to Supplier,
during normal business hours, audit the books, records and accounts of Supplier to the extent that
such books, records and accounts pertain to sale of any Products hereunder or otherwise relate to
the performance of this Agreement by Supplier. Supplier 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. 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 and Purchaser shall continue to have the right to audit during such period.
ARTICLE 13 - DELIVERY REQUIREMENTS
TIME IS OF THE ESSENCE WITH RESPECT TO EACH PURCHASE ORDER
ISSUED HEREUNDER. If Supplier for any reason anticipates difficulty in complying with the
required delivery date, or in meeting any of the other requirements hereunder or under any
Purchase Order, Supplier shall promptly notify Purchaser in writing. Except as otherwise
provided in Article 18 below, if Supplier does not comply with the applicable delivery schedule,
in addition to any other remedies it may have, Purchaser may require delivery by fastest method
available and any actual out -of- pocket charges or costs resulting from such method (including,
but not limited to, premium shipping rates, etc.), if any, must be fully prepaid and /or absorbed by
Supplier without additional cost to Purchaser. It is Supplier's responsibility to comply with the
delivery schedule applicable to each Purchase Order accepted by Supplier.
ARTICLE 14 - RISK OF LOSS AND PASSAGE OF TITLE
Supplier shall have the risk of loss of or damage to any Products until passage of title to
Purchaser. Purchaser shall have the risk of loss of or damage to the Products after title has passed
to Purchaser. Title to Products shall not transfer until the Products have been delivered to and
accepted by Purchaser at Purchaser's Destination,
ARTICLE 15 - REMEDIES
Except as otherwise provided herein, any right or remedy of Supplier or Purchaser set
forth in this Agreement shall not be exclusive, and, in addition thereto, Supplier 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.
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ARTICLE 16 - RELATIONSHIP OF PARTIES
Supplier 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 Supplier and Purchaser. Neither
party has the power or authority to bind or commit the other.
ARTICLE 17 - 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 Purchaser:
South Davis Metro Fire Agency
ATTN: Chief Jeff Bassett
255 South 100 West
Bountiful, UT 84011
If to Supplier:
David Mooney
VIES
3801 Fruit Valley Rd
Vancouver, WA 98660
with a copy to:
Bruce R. Busch
Senior Vice President
National Purchasing Partners, LLC
1100 Olive Way, Suite 1020
Seattle, WA 98101
Either party may change its notice address by giving the other party written notice of such
change in the manner specified above.
ARTICLE 18 - FORCE MAJEURE
Delay in performance or non - performance of any obligation contained herein shall be
excused to the extent such failure or non - performance is caused 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 taws or
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regulations now in existence as well as those enacted in the future), acts of God, and delays or
failure in obtaining raw materials, supplies or transportation. A party affected by force majeurc
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 majeurc situation, deliveries or acceptance of deliveries that
have been suspended shall not be required to be made upon the resumption of performance.
ARTICLE 19 - 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 20 - 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
Supplier without the prior written consent of Purchaser which shall not be unreasonably withheld
or delayed. Supplier shall not delegate its duties under this Agreement nor assign monies due or
to become due to it hereunder without prior written consent of Purchaser. Purchaser may freely
assign this Agreement to an instrumentality thereof or to a third party responsible for
administering this Agreement on behalf of Purchaser.
ARTICLE 21 - SEVERABILITY
To the extent possible, each provision of this Agreement and any Purchase Order shall be
interpreted in such a manner as to be effective and valid under applicable law. If any provision of
this Agreement or any Purchase Order issued in accordance with this Agreement is declared
invalid or unenforceable, by judicial determination or otherwise, such provision shall not
invalidate or render unenforceable the entire Agreement or Purchase Order, but rather the entire
Agreement or Purchase Order 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 22 - INCORPORATION; ENTIRE AGREEMENT
22.1 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 Supplier's Proposal, the provisions shall be interpreted, to the extent
possible, as if they do not conflict. In the event that such an interpretation is not possible, the
provisions set forth in the main body of this Agreement shall control.
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212 This Agreement (including Attachments and Contract Omuments hereto)
constitu : the entire agreement of the piirties relating to the subject matter hereof and supersedes
any and all prior written and oral agreerr,ents or understandings relating to such subject matter,
AR71C E 23 -_f-TT AI;3INGS
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Headings used in this Agreementiare, for convenience of reference only and shalt in no
way be used to construe or limit the provisions set forth in this ,agreement.
ARTItCJLE Z4 - R+H®I IF IC�"4't'It}Ai's
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Chic Agreement may be modifiesI or amended only by a writing executed by both parties
hereto.
ARTICLE :t5 - GOVERNIN!9 LAW
This Agreement shall be gciverne d by and interpreted in accordance with the laws of the
state in which the Purchaser exists, witha'ut regard to its choice of law provisions.
IN WITNESS tWHFRF -OF, the p arties have executed this Agreement as of the day and
year first written above.
PURCHASER:
r'
Name:;
Title• ;'c' _�� a _'_; �'��
South D etrn ire A ney
Dated: 71'_ _.--
SUP
By: Municipal Emergency Servides Inc.
Namc:
Title:,„
Dated. L , sr. == f.1 3 —
Il
r
t
r 'l IACE MENT A
to Purchase Agreement by andibetween SUPPLIER and MRCHASER
i ---- --
Fire Turnouts nd Fire Related F auinment
* * Contact A41 for Complete Priieelist**
KAEn k
Pricing and Dk6uut Summary
i
MFC is offarittg the fetbtving products wtd yore in this pwposd. Prising fowtd in
- Tito E.gWPORANa Priciag xix' an The tmtooi flash drive has Bit and Cate*& prWas in
the form of PDF. Double dkidog on The IQ n will open On prigs sheN. The applicable
discount is listed above Wit icon. Items th It are fixed pricing arc Who indieaw.
The spreadsheet is tabbed u the bonom by) a wry to ximpiiry searching.
Turnouts
-Aft Hesoyas0 Turnout cuthf rg are dice Sunted se foliaws:
1 -Ti lrkeaRMara Arles
95.6% oa Net -
7tit90 trlr®65htate pled .
SCA4 eN Nq4
300+FIM%Wlma *vim
Meaaywell feoeweer is 20%ottMSAP
4110he Tur"Uts am 41% off MSRP (11td1,d to NC, SC, VA, it„ IN, H), DE, MD, NY,
TN, PA) MO, NE, KS, IA. MN, SD, Np
•Globe Footwear is 25% ofrMSRP (limits I to the same scales as tumotns)
- Ballard Hebam as 33% off row applies*°; w Hi, CA, AZ NM. CC, WY, MT. WA,
OK ID. AK, NV. or tff}
-Cahvs tttbaeea we 30% off MSRP
i
12
• f
SCBA
-SCOTT Safety SCBAs, facepicces, and cylinders are 25% off MSRP (trade in credits
allowable when conditions permit)
-SCOTT till stations and compressors have a discount of free freight,
-SCOAs Inc equipment at 10 0 /6 off MSRP
Equipment
- SCO "17 Thermal hna&g Camera has 8% off MSRP
-R1T Safety ropes, harnesses, bailout systems, etc is 17% off MSRP
-CMC Recut ropes, harnesses, bailout systems, etc is 15% off MSRP
- Genitor is 15% off MSRP
- Genesis Rescue tools is 10% off list (limited to UT, CO. NM, AZ, WA, OR, WY, NV,
Hi, MT and CA)
- Holmatro Rescue Tools is 5% off list (limited to AK, and ID)
-Hurst Rescue Tools is 20% off MSRP (limited to NC, SC, NJ, PA. VA, TX, ND, SO.
NE, IA, Fl., TN, AL, GA)
-Ajax Rescue Tools is 15% off MSRP
-Duo Safety is 20% off MSRP
- Aluminum Ladder Co is 20% off MSRP
Simulaids is 8"/0 off MSRP
- Euramco (Ram Fan) is 20% off MSRP
- Tempest Products is 20% off MSRP
-Super Vat is 10% off MSRP (Valid in HI, CA, AZ, NM. CO, WY, MT, NV, UT, ID,
OR, WA, AK)
- Cutters Edge is 15 % off MSRP
-Groves (Reddy Rack) is 15% off MSRP
13
t
-Nupla Tools is 30% off MSRP
- Leatherhead Tools is 30% off MSRP
-Akron Tools is 30% off MSRP
- Council fools is 35% off MSRP
- Streamlight Flashlights is 40% off MSRP
-Fox Fury Flashlights is 12 % off MSRP
- Koehler- Bright `tar is 5% off MSRl'
- Pelican is 25% off MSRP
-Grew Boss Wildland Gear is 12% off MSRP
- Petrogen Products is 10% off MSRP
- Flamelighter is 25% off MSRP
- Ziamatic is 25% off MSRP
-ESS Safety is 30% off MSRP
- Reachmade Products at 30% off MSRP
- Wheleu is 25% off MSRP
- Duracel Batteries are 40% off MSRP
- Amerex Fire Extinguishers is 25% off MSRP
Hose
- Firequip Hose has a discount of 25% off catalog Pricing
Brass
- Elkhart Brass (including Master Chief and Traditional line products) is 40% off MSRP
14
- Kochek adaptors, etc is 40% off MSRP
-Task Force Tips (TFT) hmu is 30 off MSRP (limited to PA, VA, NJ, FL, NY, NC,
1G, TN)
-G -Force by TFT (national availability) has no discount per the manufacturer.
- Action Couplings is 25 off MSRP
41arrington is 35% off MSRP
-S&H Products is catalog pricing which is approximately 30 off MSRP
Foam
- Ansul Foam is 20% off MSRP
-Chem Guard is 20% off MSRP
-CET Pumps is 10% off MSRP
Badges /Station 'Wear and Uniforms
- Blackinton Badges is 25% off MSRP.
-511 'Tactical station wear etc is 27% off MAP
-Tru Spec station wear etc is 25% off MAP
- Workrite Uniforms is 15 % off MSRP
-VV Imagewear (Horace Small) is 20% off MSRP
Cleaning, Maintenance, and Customizations
- Northwest Safety Clean is fixed pricing for turnout cleaning and maintenance,
alterations, and customizations.
-511 Tactical customizations are fixed pricing
-Tru Spec customizations are fixed pricing
Pricing contained in this Attachment A shall be extended to all National Purchasing Partner
government members upon execution of the National Purchasing Partners Intergovernmental
Cooperative Purchase Agreement Participating Agency Endorsement and Authorization
1
15
ATTACHMENT B
to Purchase Agreement by and between SUPPLIER and PURCHASER
ADDITIONAL SELLER WARRANTIES
16
ATTACHMENT C
to Purchase Agreement by and between SUPPLIER and PURCHASER
PARTICIPATING AGENCIES
Purchaser served as the Lead Contracting Agency in cooperation with National
Purchasing Partners and on behalf of other government agencies that desire to access the Master
Purchase Agreement. Supplier must deal directly with any Participating Agency concerning the
placement of orders, issuance of the purchase orders, contractual disputes, invoicing, and
payment. The Purchaser is acting as "Lead Contracting Agency" for the Participating Agencies
and shall not be held liable for any costs, damages, etc., incurred by any other Participating
Agency.
The subsequent contract 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 required
to execute a National Purchasing Partners Member Intergovernmental Cooperative Purchasing
Agreement ( "IGN ), all as set forth on the National Purchasing Partners web site,
www.mynpp.com under the Supplier vendor page. The IGA allows the Participating Agency to
purchase products from the Supplier in accordance with each Participating Agency's legal
requirements.
17
South Davis Metro Fire Agency
Fire Turnouts and Fire Related Equipment Solicitation Synopsis
Solicitation No. 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 membership. 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),
Determination for issuing RFP
South Davis Metro Fire Agency has determined that it is neither practicable nor advantageous for South
Davis Metro Fire Agency to procure Fire Turnouts and Fire Related Equipment using competitive sealed
bidding. Competitive sealed bidding limits evaluation of offers 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 decid=ing factor. Such limitations
prevent South Davis Metro Fire Agency from awarding the most advantageous contract(s) for South Davis
Metro Fire Agency.
Procedure
South Davis Metro Fire Agency issued and published an RFP (2013 -1) on June 24, 2013.
ww t.., -e .ttr2>Iro }.,c I +....I v... sonot I)avis Metro 14re Agenfl,
i
- ..,...
1, .... +�: ... -. __ ......
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The RFP was posted to the following web sites: www.nooaovernment.com, www.firerescue- gpo.com,
www.SDMetrofire.org, and www.findrfo.com
South Davis Metro Fire Agency received proposals from the following vendors:
1. L.N. Curtis
2. 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 responsive and responsible 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 DSA 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 should
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
• Demonstrated vendor /staff experience /knowledge, and /or product quality; and
• References and Past Performance Information (PPI) review.
The evaluation committee selected L.N. Curtis as the Regional Proposer and €VIES as the National
Proposer.
Pricing Structure
Core list pricing per vendor — See Price List Attachment A to MPA.
AFFIDAVIT OF MAILING
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 Public 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 of the attached NOTICE OF SOLICITATION for the
MASTER AGREEMENT FOR FIRE EQUIPMENT to the following addresses:
1.N. CURTIS AND SONS MES
C/O C/O Shridhar Shah
Nick Lawrence 7 Poverty Road
4818 Skycrest Way 85H Bennett Square
Santa Rosa, CA 95405 Southbury, CT 06488
TheFireStore.com Avon/IS[
104 independence Way Mark Williamson
Coatesville, PA 19320 922 Hurricane Shoals Road
Lawrenceville GA 30043
INLINE DISTRIBUTING COMPANY Jerry Loran
C/O Bryan Miller C/O Lion Apparel
14093 BALBOA BLVD 28820 Forest Dr.
Sylmar, CA 91342 Carbonado WA 98323
i
4
(� Michael Angeles
SUBSCRIBED AND SWORN TO before me this 8 day of May, 2013 by Michael
Angeles
tsry }
State of �7Vaahing NOTARY PUBLIC in and for the State of
RULE R SUSCH Washington, residing at i ZL ,
My C mISS*N EXPIRES My commission expires 1
.1, 2014
National Purchasing Partners
Member Intergovernmental Cooperative Purchasing Agreement
This Intergovernmental Agreement (Agreement) by and between government
entities that execute a Lead Contracting Agency Authorization ( "Lead Contracting
Agency(ies) ") to be supplemented and made a part hereof and participating National
Purchasing Partners ( "NPP ") government entity members ( "Participating Agencies ")
including members of FireRescue GPO and Public Safety GPO, that agree to the terms
and conditions of this Agreement. All NPP Lead Contracting Agencies and Participating
Agencies shall be considered as "parties" to this agreement.
WHEREAS, upon completion of a formal competitive solicitation and selection
process, the Lead Contracting Agencies have entered into Master Price Agreements with
one or more Vendors to provide goods and services, often based on national sales volume
projections;
WHEREAS, NPP, created by a nonprofit medical center, provides group
purchasing marketing and administrative support for governmental entities within the
membership. NPP's marketing and administrative services are free 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 under which
member Participating Agencies may reciprocally utilize competitively solicited Vendor
Contracts through the inclusion of the membership in Lead Contracting Agency bid
Solicitation and Master Price Agreements;
WHEREAS, the Master Price Agreements provide that all members of NPP 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 open to all Participating Agencies;
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 or non -profit corporation 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. It is the responsibility of each
party to ensure it has met all applicable solicitation and procurement requirements. both
in state law and local policy.
ARTICLE 3: USE OF BID, PROPOSAL OR PRICE AGREEMENT
a. Each party will facilitate the cooperative procurement of goods and services.
b. The procuring party shall be responsible for the ordering of goods 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 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 Agreements and NPP.
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 bid
requirements under state law or local policies.
PARTY TO FILE THIS AGREEMENT WITH THE PROPER AGENCY IF
REQUIRED BY LOCAL OR STATE LAW.
LEAD CONTRACTING AGENCY
ENDORSEMENT AND AUTHORIZATION
The undersigned acknowledges, on behalf of South Davis Metro Fire Agency
(Lead Contracting Agency) that he/she has read and agrees to the general terms and
conditions set forth in the enclosed Member 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 Lead Contracting Agencies to
Participating Agencies locally, regionally, and nationally through NPP. Copies of Master
Price Agreements and any amendments thereto made available by Lead Contracting
Agencies will be provided to Participating Agencies and NPP to facilitate use by
Participating Agencies.
The undersigned understands that the purchase of goods and services under the
provisions of the Member Intergovernmental Cooperative Purchasing Agreement is at the
absolute discretion of the Participating Agencies.
The undersigned affirms that he /she is an agent of the South Davis Metro Fire
Agency and is duly authorized to sign this Lead Contracting Agency Endorsement and
Authorization.
BY
ITS:
Lead Contracting Agency Contact Information:
j' t r
Contact Person:
Address: '"j b ,
l'elephone No.:_ s
Email: �ti rk > t? = ti 1� +''►k , . .
RESOLUTION
100 -15
MOTION SECOND
Council Member Steve Okun Council Member Frank D'Ambra
VOTE
FOR AGAINST ABSENT
ADOPTION ADOPTION
Mayor Abby Brennan
Vice -Mayor Vince Arena
Council Member Steve Okun ❑✓
Council Member Tom Paterno
Council Member Frank D'Ambra
The Mayor thereupon declared the Resolution duly passed and adopted on 10- Dec -2015
MAYOR OF TEQUESTA
ATTEST:
„'
Lori McWilliams, MMC
/
Village Clerk = N Y TV cr,
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