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1/2/2020 LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND L.N. CURTIS AND SONS, INC. THIS LINKING AGREEMENT (this “Agreement”) is entered into as of this 14th day of September, 2021, between the City of Glendale, an Arizona municipal corporation (the “City”), and L.N. Curtis and Sons, Inc., a(n) Oakland, California Corporation authorized to do business in Arizona (“Contractor”), collectively, the “Parties.” RECITALS A. On January 1, 2019 under Cooperative Purchasing Agreement, the City of Phoenix, Arizona entered into a contract with Contractor to purchase the goods and services described in the Cooperative Purchasing Agreement 149373-0 between the City of Phoenix and L.N. Curtis and Sons (“Cooperative Purchasing Agreement”), which is attached hereto as Exhibit A. The Cooperative Purchasing Agreement permits its cooperative use by other governmental agencies including the City. B. Section 2-149 of the City’s Procurement Code permits the Materials Manager to procure goods and services by participating with other governmental units in cooperative purchasing agreements when the best interests of the City would be served. C. Section 2-149 also provides that the Materials Manager may enter into such cooperative agreements without meeting the formal or informal solicitation and bid requirements of Glendale City Code Sections 2-145 and 2-146. D. The City desires to contract with Contractor for supplies or services identical, or nearly identical, to the supplies or services Contractor is providing other units of government under the Cooperative Purchasing Agreement. Contractor consents to the City’s utilization of the Cooperative Purchasing Agreement as the basis of this Agreement, and Contractor desires to enter into this Agreement to provide the supplies and services set forth in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated by reference, and the covenants and promises contained in this Linking Agreement, the parties agree as follows: 1. Term of Agreement. The City is purchasing supplies and/or services from Contractor pursuant to the Cooperative Purchasing Agreement. According to the Cooperative Purchasing Agreement, purchases can be made by governmental entities from the date of award, which was January 1, 2019, until the date the contract expires on December 31, 2023 unless the term of the Cooperative Purchasing Agreement is extended by the mutual agreement of the original contracting parties. The Cooperative Purchasing Agreement, however, may not be extended beyond December 31, 2023. The initial period of this Agreement, therefore, is the period from the Effective Date of this Agreement until December 31, 2023. 2 4/29/2021 Glendale renewals are not automatic and shall only occur if the City gives the Contractor notice of its intent to renew. The City may give the Contractor notice of its intent to renew this Agreement 30 days prior to the anniversary of the Effective Date to effectuate such renewal. 2. Scope of Work; Terms, Conditions, and Specifications. A. Contractor shall provide City the supplies and/or services identified in the Scope of Work attached as Exhibit B. B. Contractor agrees to comply with all the terms, conditions and specifications of the Cooperative Purchasing Agreement. Such terms, conditions and specifications are specifically incorporated into and are an enforceable part of this Agreement. 3. Compensation. A. City shall pay Contractor compensation at the same rate and on the same schedule as provided in the Cooperative Purchasing Agreement, which is attached hereto as Exhibit C. B. The total purchase price for the supplies and/or services purchased under this Agreement shall not exceed fifty thousand dollars ($50,000) annually or one hundred thousand dollars ($100,000) for the entire term of the Agreement (initial term plus any renewals). 4. Cancellation. This Agreement may be cancelled pursuant to A.R.S. § 38-511. 5. Non-discrimination. Contractor must not discriminate against any employee or applicant for employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual orientation, gender identity or expression, genetic characteristics, familial status, U.S. military veteran status or any disability. Contractor will require any Sub-contractor to be bound to the same requirements as stated within this section. Contractor, and on behalf of any subcontractors, warrants compliance with this section. 6. Insurance Certificate. A certificate of insurance applying to this Agreement must be provided to the City prior to the Effective Date. 7. E-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the requirements of A.R.S. § 41-4401. 8. No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties hereby certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in, a boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393. 3 4/29/2021 9. Attestation of PCI Compliance. When applicable, the Contractor will provide the City annually with a Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an officer of Contractor with oversight responsibility. 10. Notices. Any notices that must be provided under this Agreement shall be sent to the Parties’ respective authorized representatives at the address listed below: City of Glendale c/o Chris Gustafson 11550 W. Glendale Avenue Glendale, AZ 85307 And L.N. Curtis and Sons, Inc. c/o Brendon Norton 4647 S. 33rd Street Phoenix, AZ 85040 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year set forth above. “City” “Contractor” City of Glendale, an Arizona L.N. Curtis and Sons, Inc., municipal corporation an Oakland, California Corporation By: ____________________________ By: ____________________________ Kevin R. Phelps Name: Brendon Norton City Manager Title: Branch Manager ATTEST: ___________________________ Julie K. Bower (SEAL) City Clerk APPROVED AS TO FORM: ___________________________ Michael D. Bailey City Attorney 4 4/29/2021 LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND L.N. CURTIS AND SONS, INC. EXHIBIT A (COOPERATIVE PURCHASING AGREEMENT 149373- 0 - BETWEEN THE CITY OF PHOENIX AND L.N. CURTIS AND SONS) 5 4/29/2021 LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND L.N. CURTIS AND SONS, INC. EXHIBIT B Scope of Work PROJECT For the purchase of hose, nozzles and associated hardware. 6 4/29/2021 LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND L.N. CURTIS AND SONS, INC. EXHIBIT C METHOD AND AMOUNT OF COMPENSATION Payment shall be as per Section 3 of this agreement. NOT TO EXCEED AMOUNT The total amount of compensation paid to Contractor for full completion of all work required by the Project must not exceed $50,000 annually or $100,000 for the entire term of the Agreement. DETAILED PROJECT COMPENSATION City shall pay contractor compensation in accordance with the rates set forth in the City of Phonix's Contract 149373- 0 for the purchase of hose, nozzles, and associated hardware.