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1/2/2020
LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
Vortex USA Inc.
THIS LINKING AGREEMENT (this “Agreement”) is entered into as of this day of
, 20 , between the City of Glendale, an Arizona municipal corporation (the “City”), and
Vortex USA Inc., a Delaware corporation, authorized to do business in Arizona (“Contractor”),
collectively, the “Parties.”
RECITALS
A.
On March 15, 2021, under a National Purchasing Partners, LLC (NPPGov) Cooperative
Purchasing Agreement, the League of Oregon Cities entered into a contract with Contractor
to purchase the goods and services described in the Contract No. PS21115 (“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 March 15, 2021, until the date the contract expires on March 14, 2024 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 March 14, 2027. The initial period of this Agreement, therefore, is the
period from the Effective Date of this Agreement until March 14, 2024. The City may renew
8 th
August
22
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the term of this Agreement for three (3) additional one-year periods until the Cooperative
Purchasing Agreement expires on March 14, 2027. 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 are estimated to be Two Million Six Hundred Thousand dollars
($2,600,000.00) 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.
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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 Tim Rastedt, CIP Project Manager
Public Facilities, Recreation and Special Events Department
6210 W. Myrtle Avenue, Building A
Glendale, AZ 85301
and
Vortex USA, Inc.
c/o Monty Corley
9106 Pulsar Port, Suite C
Corona, CA, 92883
Monty@MiraclePlaygrounds.com
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
Vortex USA Inc.,
municipal corporation
a Delaware corporation
By:
____________________________
By:
____________________________
Kevin R. Phelps
Name: Kathelyn Vezina,
City Manager
Title: Regional Sales Manager
ATTEST:
___________________________
Julie K. Bower
(SEAL)
City Clerk
APPROVED AS TO FORM:
___________________________
Michael D. Bailey
City Attorney
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LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
Vortex USA, Inc.
EXHIBIT A
LEAGUE OF OREGON CITIES -
PARK, PLAYGROUND, AND RECREATION EQUIPMENT
MASTER PRICE AGREEMENT,
CONTRACT #: PS21115
AND
FIRST AMENDMENT
(Attached)
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LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
Vortex USA, Inc.
EXHIBIT B
Scope of Work
PROJECT
In accordance with the terms and conditions of this Agreement and the Master Price Agreement
with the League of Oregon Cities in cooperation with the National Purchasing Partners, LLC
(NPPGov) Contract#: P21115, the City is retaining Vortex USA Inc. for design, demolition,
construction, installation, restoration, and repair services for Citywide Parks, Recreation Facilities,
Aquatics Centers, and Splash Pads on an as-needed basis.
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LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
Vortex USA, Inc.
EXHIBIT C
METHOD AND AMOUNT OF COMPENSATION
Method: 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 A.
Payment: Contractor shall be paid upon completion of the work performed based on the scope of
work included herein and following the City’s receipt of a properly completed invoice. All work and
services performed must be completed to the satisfaction of the City of Glendale.
Invoicing: Contractor to submit invoice(s) monthly to City for payment. Invoice(s) to be paid in a
timely manner in accordance with City of Glendale Finance Department procedures. Services to be
based on the scope of work included herein and the quote provided by Contractor. Any issues
regarding billing or invoicing must be directed to the City of Glendale representative requesting the
service or material from the Contractor. A properly completed invoice should contain, at a
minimum, the following:
a. Parks Project Name
b. Parks Project Number
c. Contractor name, address, and contact information;
d. City billing information;
e. City contract number as listed on the first page of the Agreement;
f. Invoice number and date;
g. Payment terms;
h. Date of service or delivery;
i. Description of materials or services provided;
j. If materials provided, the quantity delivered and pricing of each unit;
k. Service address(es), contract number, and purchase order associated with the contract;
l. Applicable taxes;
m. Total amount due
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 $2,600,000.00 for the entire term of the Agreement (initial term plus
any renewals).
DETAILED PROJECT COMPENSATION
City shall pay Contractor compensation in accordance with the rates, terms, and conditions as set
forth in the Master Price Agreement for Park, Playground, and Recreation Equipment with the
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Oregon League of Cities in cooperation with the National Purchasing Partners, LLC (NPPGov),
Contract#: P21115.
Projects shall be quoted in writing and shall be reviewed by an authorized City of Glendale
representative who shall verify that it meets the contractual pricing before any work begins.
Once the project has been completed, Contractor shall provide a detailed invoice to the City of
Glendale. All invoices must match the quote provided and be confirmed by the City of Glendale
authorized representative prior to paying.
No terms set forth in any invoice, purchase order, or similar document issued by Contractor will be
deemed accepted by the City; the terms of the contractual relationship between the Parties are as set
forth in this Agreement.
LEAGUE OF OREGON CITIES
MASTER PRICE AGREEMENT
This Master Price Agreement is effective as of the date of the last signature below (the “Effective Date”)
by and between the LEAGUE OF OREGON CITIES, an Oregon public corporation under ORS Chapter 190
(“LOC” or “Purchaser”) and Vortex Aquatic Structures International (“Vendor”).
RECITALS
WHEREAS, the Vendor is in the business of selling certain PARK, PLAYGROUND, AND
RECREATION EQUIPMENT, as further described herein; and
WHEREAS, the Vendor desires to sell and the Purchaser desires to purchase certain products and
related services all upon and subject to the terms and conditions set forth herein; and
WHEREAS, through a solicitation for PARK, PLAYGROUND, AND RECREATION EQUIPMENT the
Vendor was awarded the opportunity to complete a Master Price Agreement with the LEAGUE OF OREGON
CITIES as a result of its response to Request for Proposal No. 2060 for PARK, PLAYGROUND, AND
RECREATION EQUIPMENT; and
WHEREAS, the LEAGUE OF OREGON CITIES asserts that the solicitation and Request for Proposal
meet Oregon public contracting requirements (ORS 279, 279A, 279B and 279C et. seq.); and
WHEREAS, Purchaser and Vendor desire to extend the terms of this Master Price Agreement to
benefit other qualified government members of National Purchasing Partners, LLC dba Public Safety GPO,
dba First Responder GPO, dba Law Enforcement GPO and dba NPPGov;
NOW, THEREFORE, Vendor and Purchaser, intending to be legally bound, hereby agree as follows:
ARTICLE 1 – CERTAIN DEFINITIONS
1.1
“Agreement” shall mean this Master Price Agreement, including the main body of this
Agreement and Attachments A-F attached hereto and by this reference incorporated herein, including
Purchaser’s Request for Proposal No. 2060 (herein “RFP”) and Vendor’s Proposal submitted in response to
the RFP (herein “Vendor’s Proposal”) as referenced and incorporated herein as though fully set forth
(sometimes referred to collectively as the “Contract Documents”).
1.2
“Applicable Law(s)” shall mean all applicable federal, state and local laws, statutes, ordinances,
codes, rules, regulations, standards, orders and other governmental requirements of any kind.
1.3
“Employee Taxes” shall mean all taxes, assessments, charges and other amounts whatsoever
payable in respect of, and measured by the wages of, the Vendor’s employees (or subcontractors), as
required by the Federal Social Security Act and all amendments thereto and/or any other applicable federal,
state or local law.
1.4
“Purchaser’s Destination” shall mean such delivery location(s) or destination(s) as Purchaser
may prescribe from time to time.
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1.5
“Products and Services” shall mean the products and/or services to be sold by Vendor
hereunder as identified and described on Attachment A hereto and incorporated herein, as may be updated
from time to time by Vendor to reflect products and/or services offered by Vendor generally to its customers.
1.6
“Purchase Order” shall mean any authorized written order for Products and Services sent by
Purchaser to Vendor via mail, courier, overnight delivery service, email, fax and/or other mode of transmission
as Purchaser and Vendor may from time to time agree.
1.7
“Unemployment Insurance” shall mean the contribution required of Vendor, as an employer, in
respect of, and measured by, the wages of its employees (or subcontractors) as required by any applicable
federal, state or local unemployment insurance law or regulation.
1.8
“National Purchasing Partners” or “(NPP)” is a subsidiary of two nonprofit health care systems.
The Government Division of NPP, hereinafter referred to as “NPPGov”, provides group purchasing marketing
and administrative support for governmental entities within the membership. NPPGov’s membership includes
participating public entities across North America.
1.9
“Lead Contracting Agency” shall mean the LEAGUE OF OREGON CITIES, which is the
governmental entity that issued the Request for Proposal and awarded this resulting Master Price Agreement.
1.10 “Participating Agencies” shall mean members of National Purchasing Partners for which Vendor
has agreed to extend the terms of this Master Price Agreement pursuant to Article 2.6 and Attachment C
herein. For purposes of cooperative procurement, “Participating Agency” shall be considered “Purchaser”
under the terms of this Agreement.
1.11 “Party” and “Parties” shall mean the Purchaser and Vendor individually and collectively as
applicable.
ARTICLE 2 – AGREEMENT TO SELL
2.1
Vendor hereby agrees to sell to Purchaser such Products and Services as Purchaser may order
from time to time by Purchase Order, all in accordance with and subject to the terms, covenants and
conditions of this Agreement. Purchaser agrees to purchase those Products and Services ordered by
Purchaser by Purchase Order in accordance with and subject to the terms, covenants and conditions of this
Agreement.
2.2
Vendor may add additional products and services to the contract provided that any additions
reasonably fall within the intent of the original RFP specifications. Pricing on additions shall be equivalent to
the percentage discount for other similar products. Vendor may provide a web-link with current product
listings, which may be updated periodically, as allowed by the terms of the resulting Master Price Agreement.
Vendor may replace or add product lines to an existing contract if the line is replacing or supplementing
products on contract, is equal or superior to the original products offered, is discounted in a similar or to a
greater degree, and if the products meet the requirements of the solicitation. No products may be added to
avoid competitive procurement requirements. LOC may reject any additions without cause.
2.3
All Purchase Orders issued by Purchaser to Vendor for Products during the term (as hereinafter
defined) of this Agreement are subject to the provisions of this Agreement as though fully set forth in such
Purchase Order. The Vendor retains authority to negotiate above and beyond the terms of this Agreement to
meet the Purchaser or Vendor contract requirements. In the event that the provisions of this Agreement
conflict with any Purchase Order issued by Purchaser to Vendor, the provisions of this Agreement shall
govern. No other terms and conditions, including, but not limited to, those contained in Vendor’s standard
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printed terms and conditions, on Vendor’s order acknowledgment, invoices or otherwise, shall have any
application to or effect upon or be deemed to constitute an amendment to or to be incorporated into this
Agreement, any Purchase Order, or any transactions occurring pursuant hereto or thereto, unless this
Agreement shall be specifically amended to adopt such other terms and conditions in writing by the Parties.
2.4
Notwithstanding any other provision of this Agreement to the contrary, the Lead Contracting
Agency shall have no obligation to order or purchase any Products and Services hereunder and the
placement of any Purchase Order shall be in the sole discretion of the Participating Agencies. This
Agreement is not exclusive. Vendor expressly acknowledges and agrees that Purchaser may purchase at its
sole discretion, Products and Services that are identical or similar to the Products and Services described in
this Agreement from any third party.
2.5
In case of any conflict or inconsistency between any of the Contract Documents, the documents
shall prevail and apply in the following order of priority:
(i)
This Agreement;
(ii)
The RFP;
(iii)
Vendor’s Proposal;
2.6
Extension of contract terms to Participating Agencies:
2.6.1 Vendor agrees to extend the same terms, covenants and conditions available to Purchaser
under this Agreement to Participating Agencies, that have executed an Intergovernmental Cooperative
Purchasing Agreement (“IGA”) as may be required by each Participating Agency’s local laws and regulations,
in accordance with Attachment C. Each Participating Agency will be exclusively responsible for and deal
directly with Vendor on matters relating to ordering, delivery, inspection, acceptance, invoicing, and payment
for Products and Services in accordance with the terms and conditions of this Agreement as if it were
“Purchaser” hereunder. Any disputes between a Participating Agency and Vendor will be resolved directly
between them under and in accordance with the laws of the State in which the Participating Agency exists.
Pursuant to the IGA, the Lead Contracting Agency shall not incur any liability as a result of the access and
utilization of this Agreement by other Participating Agencies.
2.6.2 This Solicitation meets the public contracting requirements of the Lead Contracting Agency and
may not be appropriate under or meet Participating Agencies’ procurement laws. Participating Agencies are
urged to seek independent review by their legal counsel to ensure compliance with all local and state solicitation
requirements.
2.6.3 Vendor acknowledges execution of the Vendor Administration Fee Agreement, Contract Number
PS21115, with NPPGov, pursuant to the terms of the RFP.
2.7
Oregon Public Agencies are prohibited from use of Products and Services offered under this
Agreement that are already provided by qualified nonprofit agencies for disabled individuals as listed on the
Department of Administrative Service’s Procurement List (“Procurement List”) pursuant to ORS 279.835-.855.
See www.OregonRehabilitation.org/qrf for more information. Vendor shall not sell products and services
identified on the Procurement List (e.g., reconditioned toner cartridges) to Purchaser or Participating Agencies
within the state of Oregon.
ARTICLE 3 – TERM AND TERMINATION
3.1
The initial contract term shall be for three (3) calendar years from the Effective Date of this
Agreement (“Initial Term”). Upon termination of the original three (3) year term, this Agreement shall
automatically extend for up to three (3) successive one (1) year periods; (each a “Renewal Term”); provided,
however, that the Lead Contracting Agency and/or the Vendor may opt to decline extension of the MPA by
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providing notification in writing at least thirty (30) calendar days prior to the annual automatic extension
anniversary of the Initial Term.
3.2
Either Vendor or the Lead Contracting Agency may terminate this Agreement by written notice
to the other party if the other Party breaches any of its obligations hereunder and fails to remedy the breach
within thirty (30) days after receiving written notice of such breach from the non-breaching party.
ARTICLE 4 – PRICING, INVOICES, PAYMENT AND DELIVERY
4.1
Purchaser shall pay Vendor for all Products and Services ordered and delivered in compliance
with the terms and conditions of this Agreement at the pricing specified for each such Product and Service on
Attachment A, including shipping. Unless Attachment A expressly provides otherwise, the pricing schedule
set forth on Attachment A hereto shall remain fixed for the Initial Term of this Agreement; provided that
manufacturer pricing is not guaranteed and may be adjusted based on the next manufacturer price increase.
Pricing contained in Attachment A shall be extended to all NPPGov, Public Safety GPO, First Responder
GPO and Law Enforcement GPO members upon execution of the IGA.
4.2
Vendor shall submit original invoices to Purchaser in form and substance and format reasonably
acceptable to Purchaser. All invoices must reference the Purchaser’s Purchase Order number, contain an
itemization of amounts for Products and Services purchased during the applicable invoice period and any
other information reasonably requested by Purchaser, and must otherwise comply with the provisions of this
Agreement. Invoices shall be addressed as directed by Purchaser.
4.3
Unless otherwise specified, Purchaser is responsible for any and all applicable sales taxes.
Attachment A or Vendor’s Proposal (Attachment D) shall specify any and all other taxes and duties of any
kind which Purchaser is required to pay with respect to the sale of Products and Services covered by this
Agreement and all charges for packing, packaging and loading.
4.4
Except as specifically set forth on Attachments A and F, Purchaser shall not be responsible for
any additional costs or expenses of any nature incurred by Vendor in connection with the Products and
Services, including without limitation travel expenses, clerical or administrative personnel, long distance
telephone charges, etc. (“Incidental Expenses”).
4.5
Price reductions or discount increases may be offered at any time during the contract term and
shall become effective upon notice of acceptance from Purchaser.
4.6
Notwithstanding any other agreement of the Parties as to the payment of shipping/delivery
costs, and subject to Attachments A, D, and F herein, Vendor shall offer delivery and/or shipping costs
prepaid FOB Destination. If there are handling fees, these also shall be included in the pricing.
4.7
Unless otherwise directed by Purchaser for expedited orders, Vendor shall utilize such common
carrier for the delivery of Products and Services as Vendor may select; provided, however, that for expedited
orders Vendor shall obtain delivery services hereunder at rates and terms not less favorable than those paid
by Vendor for its own account or for the account of any other similarly situated customer of Vendor.
4.8
Vendor shall have the risk of loss of or damage to any Products until delivery to Purchaser.
Purchaser shall have the risk of loss of or damage to the Products after delivery to Purchaser. Title to
Products shall not transfer until the Products have been delivered to and accepted by Purchaser at
Purchaser’s Destination.
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ARTICLE 5 – INSURANCE
5.1
During the term of this Agreement, Vendor shall maintain at its own cost and expense (and shall
cause any subcontractor to maintain) insurance policies providing insurance of the kind and in the amounts
generally carried by reasonably prudent manufacturers in the industry, with one or more reputable insurance
companies licensed to do business in Oregon and any other state or jurisdiction where Products and Services
are sold hereunder. Such certificates of insurance shall be made available to the Lead Contracting Agency
upon 48 hours’ notice. BY SIGNING THE AGREEMENT PAGE THE VENDOR AGREES TO THIS
REQUIREMENT AND FAILURE TO MEET THIS REQUIREMENT WILL RESULT IN CANCELLATION OF
THIS MASTER PRICE AGREEMENT.
5.2
All insurance required herein shall be maintained in full force and effect until all work or service
required to be performed under the terms of this Agreement is satisfactorily completed and formally accepted.
Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an
insurance policy warranty shall not affect coverage afforded under the insurance policies to protect the Lead
Contracting Agency. The insurance policies may provide coverage that contains deductibles or self-insured
retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage
provided to the Lead Contracting Agency under such policies. Vendor shall be solely responsible for the
deductible and/or self-insured retention and the Lead Contracting Agency, at its option, may require Vendor to
secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and
unconditional letter of credit.
5.3
Vendor shall carry Workers’ Compensation insurance to cover obligations imposed by federal
and state statutes having jurisdiction over Vendor’s employees engaged in the performance of the work or
services, as well as Employer’s Liability insurance. Vendor waives all rights against the Lead Contracting
Agency and its agents, officers, directors and employees for recovery of damages to the extent these
damages are covered by the Workers’ Compensation and Employer’s Liability or commercial umbrella liability
insurance obtained by Vendor pursuant to this Agreement.
5.4
Insurance required herein shall not be permitted to expire, be canceled, or materially changed
without thirty days (30 days) prior written notice to the Lead Contracting Agency.
ARTICLE 6 – INDEMNIFICATION AND HOLD HARMLESS
6.1
Vendor agrees that it shall indemnify, defend and hold harmless Lead Contracting Agency, its
respective officials, directors, employees, members and agents (collectively, the “Indemnitees”), from and
against any and all damages, claims, losses, expenses, costs, obligations and liabilities (including, without
limitation, reasonable attorney’s fees), suffered directly or indirectly by any of the Indemnitees to the extent of,
or arising out of, (i) any breach of any covenant, representation or warranty made by Vendor in this
Agreement, (ii) any failure by Vendor to perform or fulfill any of its obligations, covenants or agreements set
forth in this Agreement, (iii) the negligence or intentional misconduct of Vendor, any subcontractor of Vendor,
or any of their respective employees or agents, (iv) any failure of Vendor, its subcontractors, or their
respective employees to comply with any Applicable Law, (v) any litigation, proceeding or claim by any third
party relating in any way to the obligations of Vendor under this Agreement or Vendor’s performance under
this Agreement, (vi) any Employee Taxes or Unemployment Insurance, or (vii) any claim alleging that the
Products and Services or any part thereof infringe any third party’s U.S. patent, copyright, trademark, trade
secret or other intellectual property interest. Such obligation to indemnify shall not apply where the damage,
claim, loss, expense, cost, obligation or liability is due to the breach of this Agreement by, or negligence or
willful misconduct of, Lead Contracting Agency or its officials, directors, employees, agents or contractors.
The amount and type of insurance coverage requirements set forth herein will in no way be construed as
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limiting the scope of the indemnity in this paragraph. The indemnity obligations of Vendor under this Article
shall survive the expiration or termination of this Agreement for two years.
6.2
LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION
WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR
INJURIES TO PERSONS OR TO PROPERTY OR LOSS OF PROFITS OR LOSS OF FUTURE BUSINESS
OR REPUTATION, WHETHER BASED ON TORT OR BREACH OF CONTRACT OR OTHER BASIS, EVEN
IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.3
The same terms, conditions and pricing of this Agreement may be extended to
government members of National Purchasing Partners, LLC. In the event the terms of this Agreement
are extended to other government members, each government member (procuring party) shall be solely
responsible for the ordering of Products and Services under this Agreement. A non-procuring party shall
not be liable in any fashion for any violation by a procuring party, and the procuring party shall hold non-
procuring parties or unrelated purchasing parties harmless from any liability that may arise from action
or inaction of the procuring party.
ARTICLE 7 – WARRANTIES
Purchaser shall refer to Vendor’s Proposal for all Vendor and manufacturer express warranties, as
well as those warranties provided under Attachment B herein.
ARTICLE 8 - INSPECTION AND REJECTION
8.1 Purchaser shall have the right to inspect and test Products at any time prior to shipment, and
within a reasonable time after delivery to the Purchaser’s Destination. Products not inspected within a
reasonable time after delivery shall be deemed accepted by Purchaser. The payment for Products shall in no
way impair the right of Purchaser to reject nonconforming Products, or to avail itself of any other remedies to
which it may be entitled.
8.2 If any of the Products are found at any time to be defective in material or workmanship,
damaged, or otherwise not in conformity with the requirements of this Agreement or any applicable Purchase
Order, as its exclusive remedy, Purchaser may at its option and at Vendor’s sole cost and expense, elect
either to (i) return any damaged, non-conforming or defective Products to Vendor for correction or
replacement, or (ii) require Vendor to inspect the Products and remove or replace damaged, non-conforming
or defective Products with conforming Products. If Purchaser elects option (ii) in the preceding sentence and
Vendor fails promptly to make the necessary inspection, removal and replacement, Purchaser, at its option,
may inspect the Products and Vendor shall bear the cost thereof. Payment by Purchaser of any invoice shall
not constitute acceptance of the Products covered by such invoice, and acceptance by Purchaser shall not
relieve Vendor of its warranties or other obligations under this Agreement.
8.3
The provisions of this Article shall survive the expiration or termination of this Agreement.
ARTICLE 9 – SUBSTITUTIONS
Except as otherwise permitted hereunder, Vendor may not make any substitutions of Products, or any
portion thereof, of any kind without the prior written consent of Purchaser.
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ARTICLE 10 - COMPLIANCE WITH LAWS
10.1 Vendor agrees to comply with all Applicable Laws and at Vendor’s expense, secure and
maintain in full force during the term of this Agreement, all licenses, permits, approvals, authorizations,
registrations and certificates, if any, required by Applicable Laws in connection with the performance of its
obligations hereunder. At Purchaser’s request, Vendor shall provide to Purchaser copies of any or all such
licenses, permits, approvals, authorizations, registrations and certificates.
10.2 Purchaser has taken all required governmental action to authorize its execution of this
Agreement and there is no governmental or legal impediment against Purchaser’s execution of this
Agreement or performance of its obligations hereunder.
ARTICLE 11 – PUBLICITY / CONFIDENTIALITY
11.1 No news releases, public announcements, advertising materials, or confirmation of same,
concerning any part of this Agreement or any Purchase Order issued hereunder shall be issued or made
without the prior written approval of the Parties. Neither Party shall in any advertising, sales materials or in
any other way use any of the names or logos of the other Party without the prior written approval of the other
Party.
11.2 Any knowledge or information which Vendor or any of its affiliates shall have disclosed or may
hereafter disclose to Purchaser, and which in any way relates to the Products and Services covered by this
Agreement shall not, unless otherwise designated by Vendor, be deemed to be confidential or proprietary
information, and shall be acquired by Purchaser, free from any restrictions, as part of the consideration for this
Agreement.
ARTICLE 12 - RIGHT TO AUDIT
Subject to Vendor’s reasonable security and confidentiality procedures, Purchaser, or any third party
retained by Purchaser, may at any time upon prior reasonable notice to Vendor, during normal business
hours, audit the books, records and accounts of Vendor to the extent that such books, records and accounts
pertain to sale of any Products and Services hereunder or otherwise relate to the performance of this
Agreement by Vendor. Vendor shall maintain all such books, records and accounts for a period of at least
three (3) years after the date of expiration or termination of this Agreement. The Purchaser’s right to audit
under this Article 12 and Purchaser’s rights hereunder shall survive the expiration or termination of this
Agreement for a period of three (3) years after the date of such expiration or termination.
ARTICLE 13 - REMEDIES
Except as otherwise provided herein, any right or remedy of Vendor or Purchaser set forth in this
Agreement shall not be exclusive, and, in addition thereto, Vendor and Purchaser shall have all rights and
remedies under Applicable Law, including without limitation, equitable relief. The provisions of this Article shall
survive the expiration or termination of this Agreement.
ARTICLE 14 - RELATIONSHIP OF PARTIES
Vendor is an independent contractor and is not an agent, servant, employee, legal
representative, partner or joint venture of Purchaser. Nothing herein shall be deemed or construed as
creating a joint venture or partnership between Vendor and Purchaser. Neither Party has the power or
authority to bind or commit the other.
DocuSign Envelope ID: 7D8786FA-670B-4451-BA28-8F0E5E72D47F
8
ARTICLE 15 - NOTICES
All notices required or permitted to be given or made in this Agreement shall be in writing. Such
notice(s) shall be deemed to be duly given or made if delivered by hand, by certified or registered mail or by
nationally recognized overnight courier to the address specified below:
If to Lead Contracting Agency:
LEAGUE OF OREGON CITIES
1201 Court St. NE
Suite 200
Salem OR 97301
ATTN: Jamie Johnson-Davis
Email: rfp@ORCities.org
If to Vendor:
Vortex Aquatic Structures International
7800, Trans-Canada Highway
Pointe Claire, Quebec H9R 1C6
ATTN: Barb Lapierre
Email: blapierre@vortex-intl.com
Either Party may change its notice address by giving the other Party written notice of such change in the
manner specified above.
ARTICLE 16 - FORCE MAJEURE
Except for Purchaser’s obligation to pay for Products and Services delivered, delay in performance or
non-performance of any obligation contained herein shall be excused to the extent such failure or non-
performance is 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 laws or
regulations now in existence as well as those enacted in the future), acts of nature, a pandemic, and delays or
failure in obtaining raw materials, supplies or transportation. A Party affected by force majeure shall promptly
provide notice to the other, explaining the nature and expected duration thereof, and shall act diligently to
remedy the interruption or delay if it is reasonably capable of being remedied. In the event of a force majeure
situation, deliveries or acceptance of deliveries that have been suspended shall not be required to be made
upon the resumption of performance.
ARTICLE 17 - WAIVER
No delay or failure by either Party to exercise any right, remedy or power herein shall impair such
Party’s right to exercise such right, remedy or power or be construed to be a waiver of any default or an
acquiescence therein; and any single or partial exercise of any such right, remedy or power shall not preclude
any other or further exercise thereof or the exercise of any other right, remedy or power. No waiver hereunder
shall be valid unless set forth in writing executed by the waiving Party and then only to the extent expressly
set forth in such writing.
DocuSign Envelope ID: 7D8786FA-670B-4451-BA28-8F0E5E72D47F
9
ARTICLE 18 - PARTIES BOUND; ASSIGNMENT
This Agreement shall inure to the benefit of and shall be binding upon the respective successors and
assigns of the Parties hereto, but it may not be assigned in whole or in part by Vendor without prior written
notice to Purchaser which shall not be unreasonably withheld or delayed.
ARTICLE 19 - SEVERABILITY
To the extent possible, each provision of this Agreement shall be interpreted in such a manner as to
be effective and valid under Applicable Law. If any provision of this Agreement is declared invalid or
unenforceable, by judicial determination or otherwise, such provision shall not invalidate or render
unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing
the particular invalid or unenforceable provision or provisions and the rights and obligations of the Parties
shall be construed and enforced accordingly.
ARTICLE 20 - INCORPORATION; ENTIRE AGREEMENT
20.1
All the provisions of the Attachments hereto are hereby incorporated herein and
made a part of this Agreement. In the event of any apparent conflict between any provision set forth in the
main body of this Agreement and any provision set forth in the Attachments, including the RFP and/or
Vendor’s Proposal, the provisions shall be interpreted, to the extent possible, as if they do not conflict. If such
an interpretation is not possible, the provisions set forth in the main body of this Agreement shall control.
20.2
This Agreement (including Attachments and Contract Documents hereto)
constitutes the entire Agreement of the Parties relating to the subject matter hereof and supersedes any and
all prior written and oral agreements or understandings relating to such subject matter.
ARTICLE 21 - HEADINGS
Headings used in this Agreement are for convenience of reference only and shall in no way be used to
construe or limit the provisions set forth in this Agreement.
ARTICLE 22 - MODIFICATIONS
This Agreement may be modified or amended only in writing executed by Vendor and the Lead
Contracting Agency. The Lead Contracting Agency and each Participating Agency contracting hereunder
acknowledge and agree that any agreement entered into in connection with any Purchase Order hereunder
shall constitute a modification of this Agreement as between the Vendor and the Participating Agency. Any
modification of this Agreement as between Vendor and any Participating Agency shall not be deemed a
modification of this Agreement for the benefit of the Lead Contracting Agency or any other Participating
Agency.
ARTICLE 23 - GOVERNING LAW
This Agreement shall be governed by and interpreted in accordance with the laws of the State of
Oregon or in the case of a Participating Agency’s use of this Agreement, the laws of the State in which the
Participating Agency exists, without regard to its choice of law provisions.
DocuSign Envelope ID: 7D8786FA-670B-4451-BA28-8F0E5E72D47F
10
ARTICLE 24 - COUNTERPARTS
This Agreement may be executed in counterparts all of which together shall constitute one and the
same Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year last written
below.
PURCHASER:
Signature: ____________________________________
Printed Name:
Title: ____________________________________________
LEAGUE OF OREGON CITIES
Dated: ____________________________
VENDOR:
Signature: ______________________________
Printed Name:
Title: _____________________________
Vortex Aquatic Structures International
Dated: ____________________________
DocuSign Envelope ID: 7D8786FA-670B-4451-BA28-8F0E5E72D47F
March 12, 2021 | 12:59 PM PST
Controller
Jason Menghile
March 15, 2021 | 1:37 PM PDT
Mike Cully
Executive Director
11
ATTACHMENT A
to Master Price Agreement by and between VENDOR and PURCHASER.
PRODUCTS, SERVICES, SPECIFICATIONS AND PRICES
PARK, PLAYGROUND, AND RECREATION EQUIPMENT
Product Category
Percentage (%) off List Price*
(OR fixed price if % off pricing
available)
SCHOOL AGE PLAYGROUNDS & COMPONENTS
AQUATIC & OTHER PLAYGROUNDS & COMPONENTS
3-5% on equipment
3-5% of accessories or
attachments**
SHELTERS AND SHADE STRUCTURES
Same as above
OUTDOOR FITNESS EQUIPMENT
Same as above
SAFETY SURFACING
Same as above
SITE AMMENITIES
Same as above
INSTALLATION
Same as above
** 3% for orders under $49,999.00
** 5% for orders over $50,000.00
Pricing contained in this Attachment A shall be extended to all NPPGov members upon execution of the
Intergovernmental Agreement.
Participating Agencies may purchase from Vendor’s authorized dealers and distributors, as applicable,
provided the pricing and terms of this Agreement are extended to Participating Agencies by such dealers and
distributors. Vendor’s authorized dealers and distributors, as applicable, are identified in a [list, link found at
http:], as may be updated from time to time. [ A current list may be obtained from Vendor.]
DocuSign Envelope ID: 7D8786FA-670B-4451-BA28-8F0E5E72D47F
12
ATTACHMENT B
to Master Price Agreement by and between VENDOR and PURCHASER.
ADDITIONAL SELLER WARRANTIES
To the extent possible, Vendor will make available all warranties from third party manufacturers of Products
not manufactured by Vendor, as well as any warranties identified in this Agreement and Vendor’s Proposal.
DocuSign Envelope ID: 7D8786FA-670B-4451-BA28-8F0E5E72D47F
13
ATTACHMENT C
to Master Price Agreement by and between VENDOR and PURCHASER.
PARTICIPATING AGENCIES
The Lead Contracting Agency in cooperation with National Purchasing Partners (NPPGov) entered
into this Agreement on behalf of other government agencies that desire to access this Agreement to purchase
Products and Services. Vendor must work directly with any Participating Agency concerning the placement of
orders, issuance of the purchase orders, contractual disputes, invoicing, and payment. The Lead Contracting
Agency shall not be held liable for any costs, damages, etc., incurred by any Participating Agency.
Any subsequent contract entered into between Vendor and any Participating Agency shall be
construed to be in accordance with and governed by the laws of the State in which the Participating Agency
exists. Each Participating Agency is directed to execute an Intergovernmental Cooperative Purchasing
Agreement (“IGA”), as set forth on the NPPGov web site, www.nppgov.com. The IGA allows the Participating
Agency to purchase Products and Services from the Vendor in accordance with each Participating Agency’s
legal requirements as if it were the “Purchaser” hereunder.
DocuSign Envelope ID: 7D8786FA-670B-4451-BA28-8F0E5E72D47F
14
ATTACHMENT D
to Master Price Agreement by and between VENDOR and PURCHASER.
Vendor’s Proposal
(The Vendor’s Proposal is not attached hereto.)
(The Vendor’s Proposal is incorporated by reference herein.)
DocuSign Envelope ID: 7D8786FA-670B-4451-BA28-8F0E5E72D47F
15
ATTACHMENT E
to Master Price Agreement by and between VENDOR and PURCHASER.
Purchaser’s Request for Proposal
(The Purchaser’s Request for Proposal is not attached hereto.)
(The Purchaser’s Request for Proposal is incorporated by reference herein.)
DocuSign Envelope ID: 7D8786FA-670B-4451-BA28-8F0E5E72D47F
16
ATTACHMENT F
to Master Price Agreement by and between VENDOR and PURCHASER.
ADDITIONAL VENDOR TERMS OF PURCHASE, IF ANY.
DocuSign Envelope ID: 7D8786FA-670B-4451-BA28-8F0E5E72D47F
Certificate Of Completion
Envelope Id: 7D8786FA670B4451BA288F0E5E72D47F
Status: Completed
Subject: Please DocuSign: MPA 2060 LOC and Vortex - FINAL.pdf
Source Envelope:
Document Pages: 16
Signatures: 2
Envelope Originator:
Certificate Pages: 5
Initials: 0
Marshall Stiles
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
1100 Olive Way
Suite 1020
Seattle, WA 98101
marshall.stiles@mynpp.com
IP Address: 73.239.90.189
Record Tracking
Status: Original
3/12/2021 12:52:03 PM
Holder: Marshall Stiles
marshall.stiles@mynpp.com
Location: DocuSign
Signer Events
Signature
Timestamp
Jason Menghile
jmenghile@vortex-intl.com
Controller
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 107.190.41.22
Sent: 3/12/2021 12:58:20 PM
Viewed: 3/12/2021 12:58:54 PM
Signed: 3/12/2021 12:59:22 PM
Electronic Record and Signature Disclosure:
Accepted: 3/12/2021 12:58:54 PM
ID: 92f72c1d-d66d-423d-9f8c-9ef59b0a8126
Mike Cully
mcully@orcities.org
Executive Director
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 71.63.236.213
Sent: 3/12/2021 12:59:24 PM
Viewed: 3/15/2021 1:37:12 PM
Signed: 3/15/2021 1:37:23 PM
Electronic Record and Signature Disclosure:
Accepted: 3/15/2021 1:37:11 PM
ID: e8711464-dde3-46f1-8e2d-5068435cc328
In Person Signer Events
Signature
Timestamp
Editor Delivery Events
Status
Timestamp
Agent Delivery Events
Status
Timestamp
Intermediary Delivery Events
Status
Timestamp
Certified Delivery Events
Status
Timestamp
Carbon Copy Events
Status
Timestamp
Barbara Lapierre
blapierre@vortex-intl.com
Security Level: Email, Account Authentication
(None)
Sent: 3/12/2021 12:58:20 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events
Signature
Timestamp
Notary Events
Signature
Timestamp
Envelope Summary Events
Status
Timestamps
Envelope Sent
Hashed/Encrypted
3/12/2021 12:58:20 PM
Certified Delivered
Security Checked
3/15/2021 1:37:12 PM
Signing Complete
Security Checked
3/15/2021 1:37:23 PM
Completed
Security Checked
3/15/2021 1:37:23 PM
Payment Events
Status
Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, National Purchasing Partners (we, us or Company) may be required by law to
provide to you certain written notices or disclosures. Described below are the terms and
conditions for providing to you such notices and disclosures electronically through the DocuSign
system. Please read the information below carefully and thoroughly, and if you can access this
information electronically to your satisfaction and agree to this Electronic Record and Signature
Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to
use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign
system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. You will have the ability to download and print documents we send
to you through the DocuSign system during and immediately after the signing session and, if you
elect to create a DocuSign account, you may access the documents for a limited period of time
(usually 30 days) after such documents are first sent to you. After such time, if you wish for us to
send you paper copies of any such documents from our office to you, you will be charged a
$0.00 per-page fee. You may request delivery of such paper copies from us by following the
procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to
receive required notices and consents electronically from us or to sign electronically documents
from us.
All notices and disclosures will be sent to you electronically
Electronic Record and Signature Disclosure created on: 12/29/2020 5:54:29 AM
Parties agreed to: Jason Menghile, Mike Cully
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through the DocuSign system all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or made
available to you during the course of our relationship with you. To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact National Purchasing Partners:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: marshall.stiles@mynpp.com
To advise National Purchasing Partners of your new email address
To let us know of a change in your email address where we should send notices and disclosures
electronically to you, you must send an email message to us at bruce.busch@mynpp.com and in
the body of such request you must state: your previous email address, your new email
address. We do not require any other information from you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your
account preferences.
To request paper copies from National Purchasing Partners
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an email to marshall.stiles@mynpp.com and in the
body of such request you must state your email address, full name, mailing address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with National Purchasing Partners
To inform us that you no longer wish to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your signing session, and on the subsequent page,
select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an email to marshall.stiles@mynpp.com and in the body of such request you must
state your email, full name, mailing address, and telephone number. We do not need any other
information from you to withdraw consent.. The consequences of your withdrawing consent for
online documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The
current system requirements are found here: https://support.docusign.com/guides/signer-guide-
signing-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please confirm that you have
read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for
your future reference and access; or (ii) that you are able to email this ERSD to an email address
where you will be able to print on paper or save it for your future reference and access. Further,
if you consent to receiving notices and disclosures exclusively in electronic format as described
herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before
clicking ‘CONTINUE’ within the DocuSign system.
By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm
that:
You can access and read this Electronic Record and Signature Disclosure; and
You can print on paper this Electronic Record and Signature Disclosure, or save or send
this Electronic Record and Disclosure to a location where you can print it, for future
reference and access; and
Until or unless you notify National Purchasing Partners as described above, you consent
to receive exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to you by National Purchasing Partners during the course of your relationship
with National Purchasing Partners.
First Amendment to Master Price Agreement for
PARK, PLAYGROUND, AND RECREATION EQUIPMENT
Company Name and Address Change
This Amendment to the Master Price Agreement is entered into this 20th day of July 2022 by LEAGUE
OF OREGON CITIES LOC (“Purchaser”) and VORTEX USA INC. (“Vendor”) based upon the sales
and/or service of Park, Playground, And Recreation Equipment.
RECITALS
WHEREAS, Purchaser and Vendor entered into a Master Price Agreement numbered PS21115 on
or about March 15, 2021 and by this reference incorporated herein; and
WHEREAS, Vendor desires to change the company name VORTEX AQUATIC STRUCTURES
INTERNATIONAL to VORTEX USA INC., the name Vendor uses in the U.S., and update the agreement
to reflect this change; and
WHEREAS, Vendor desires to change the company address to their new U.S. location as
permitted under the terms of the Master Price Agreement; and
WHEREAS, Vendor has provided notice, on or about July 18, 2022, to update their company name
and company address in the Master Price Agreement; and
WHEREAS, Purchaser and Vendor desire that the Master Price Agreement shall be amended in
part to reflect the company name and address change.
NOW, THEREFORE, Purchaser and Vendor enter into the following:
DocuSign Envelope ID: 841FC1FA-4314-4183-A057-11BA8A8CA78D
2
AMENDMENT TO MASTER PRICE AGREEMENT
1.
Company Name Change. Any references to VORTEX AQUATIC STRUCTURES
INTERNATIONAL in the Master Price Agreement shall be updated to VORTEX USA INC.
2.
Company Address Change. Any references to 7800, Trans-Canada Highway, Pointe Claire,
Quebec H9R 1C6 in the Master Price Agreement shall be updated to 3500 South Dupont
Highway, Suite EP-101, Dover, Delaware, United States 19901.
3.
Full Force and Effect. In each and every other respect, the terms of the Master Price
Agreement, as amended, entered into between the parties on or about March 15, 2021 shall
remain in full force and effect during the term of the agreement and the parties hereto hereby
ratify said Master Price Agreement in its entirety, as if fully set out herein, along with the
modifications identified herein.
IN WITNESS WHEREOF, the parties have hereto signed this Amendment on the day and
year first above written.
LEAGUE OF OREGON CITIES
_______________________________ Date _________________________
BY:
ITS:
VORTEX USA INC.
_______________________________ Date _________________________
BY:
ITS:
DocuSign Envelope ID: 841FC1FA-4314-4183-A057-11BA8A8CA78D
July 21, 2022 | 1:30 PM PDT
Interim Executive Director
Patty Mulvihull
July 28, 2022 | 5:08 PM EST
Certificate Of Completion
Envelope Id: 841FC1FA43144183A05711BA8A8CA78D
Status: Completed
Subject: Please DocuSign: Amendment 1 MPA 2060 VORTEX FINAL.pdf
Source Envelope:
Document Pages: 2
Signatures: 1
Envelope Originator:
Certificate Pages: 4
Initials: 0
Marshall Stiles
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
17930 International Boulevard
Suite 900
SeaTac, WA 98188
marshall.stiles@mynpp.com
IP Address: 67.161.97.19
Record Tracking
Status: Original
7/21/2022 10:21:57 AM
Holder: Marshall Stiles
marshall.stiles@mynpp.com
Location: DocuSign
Signer Events
Signature
Timestamp
Patty Mulvihull
pmulvihill@orcities.org
Interim Executive Director
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 174.204.215.143
Sent: 7/21/2022 10:24:39 AM
Viewed: 7/21/2022 1:30:23 PM
Signed: 7/21/2022 1:30:29 PM
Electronic Record and Signature Disclosure:
Accepted: 7/21/2022 1:30:23 PM
ID: 2781421a-be97-4b9a-930c-799446508888
In Person Signer Events
Signature
Timestamp
Editor Delivery Events
Status
Timestamp
Agent Delivery Events
Status
Timestamp
Intermediary Delivery Events
Status
Timestamp
Certified Delivery Events
Status
Timestamp
Carbon Copy Events
Status
Timestamp
Witness Events
Signature
Timestamp
Notary Events
Signature
Timestamp
Envelope Summary Events
Status
Timestamps
Envelope Sent
Hashed/Encrypted
7/21/2022 10:24:39 AM
Certified Delivered
Security Checked
7/21/2022 1:30:23 PM
Signing Complete
Security Checked
7/21/2022 1:30:29 PM
Completed
Security Checked
7/28/2022 10:50:53 AM
Payment Events
Status
Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, National Purchasing Partners (we, us or Company) may be required by law to
provide to you certain written notices or disclosures. Described below are the terms and
conditions for providing to you such notices and disclosures electronically through the DocuSign
system. Please read the information below carefully and thoroughly, and if you can access this
information electronically to your satisfaction and agree to this Electronic Record and Signature
Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to
use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign
system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. You will have the ability to download and print documents we send
to you through the DocuSign system during and immediately after the signing session and, if you
elect to create a DocuSign account, you may access the documents for a limited period of time
(usually 30 days) after such documents are first sent to you. After such time, if you wish for us to
send you paper copies of any such documents from our office to you, you will be charged a
$0.00 per-page fee. You may request delivery of such paper copies from us by following the
procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to
receive required notices and consents electronically from us or to sign electronically documents
from us.
All notices and disclosures will be sent to you electronically
Electronic Record and Signature Disclosure created on: 12/29/2020 5:54:29 AM
Parties agreed to: Patty Mulvihull
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through the DocuSign system all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or made
available to you during the course of our relationship with you. To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact National Purchasing Partners:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: marshall.stiles@mynpp.com
To advise National Purchasing Partners of your new email address
To let us know of a change in your email address where we should send notices and disclosures
electronically to you, you must send an email message to us at bruce.busch@mynpp.com and in
the body of such request you must state: your previous email address, your new email
address. We do not require any other information from you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your
account preferences.
To request paper copies from National Purchasing Partners
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an email to marshall.stiles@mynpp.com and in the
body of such request you must state your email address, full name, mailing address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with National Purchasing Partners
To inform us that you no longer wish to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your signing session, and on the subsequent page,
select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an email to marshall.stiles@mynpp.com and in the body of such request you must
state your email, full name, mailing address, and telephone number. We do not need any other
information from you to withdraw consent.. The consequences of your withdrawing consent for
online documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The
current system requirements are found here: https://support.docusign.com/guides/signer-guide-
signing-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please confirm that you have
read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for
your future reference and access; or (ii) that you are able to email this ERSD to an email address
where you will be able to print on paper or save it for your future reference and access. Further,
if you consent to receiving notices and disclosures exclusively in electronic format as described
herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before
clicking ‘CONTINUE’ within the DocuSign system.
By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm
that:
You can access and read this Electronic Record and Signature Disclosure; and
You can print on paper this Electronic Record and Signature Disclosure, or save or send
this Electronic Record and Disclosure to a location where you can print it, for future
reference and access; and
Until or unless you notify National Purchasing Partners as described above, you consent
to receive exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to you by National Purchasing Partners during the course of your relationship
with National Purchasing Partners.