Agreement - Linking Agmt with SDPEC 2022

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
SAN DIEGO POLICE EQUIPMENT COMPANY, INC.

THIS LINKING AGREEMENT (this “Agreement”) is entered into as of this day of
, 2022, between the City of Glendale, an Arizona municipal corporation (the “City”),

and San Diego Police Equipment Company, Inc., a(n) California corporation authorized to do
business in Arizona (“Contractor”), collectively, the “Parties.”

B.

Cc.

RECITALS

On March 29, 2019, under State of Arizona purchasing cooperative, the State of Arizona
entered into a contract with Contractor to purchase the goods and services described in the
contract CTR043478 (“Cooperative Purchasing Agreement”), an excerpt of which is attached
hereto as Exhibit A. The Cooperative Purchasing Agreement permits its cooperative use by
other governmental agencies including the City.

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.

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.

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:

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 29, 2019, until the date the contract expires on March 29, 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 March 29, 2024. The initial period of this Agreement, therefore, is the
period from the Effective Date of this Agreement until March 29, 2023. The City may renew
the term of this Agreement for one (1) one-year period until the Cooperative Purchasing

1/2/2020

6.

Agreement expires on March 29, 2024. 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.

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.

Compensation.

A. Ci

’ 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 two hundred ten thousand dollars ($210,000) annually or
four hundred twenty thousand dollars ($420,000) for the entire term of the Agreement
(initial term plus any renewals).

Cancellation. This Agreement may be cancelled pursuant to A.R.S, § 38-511.

Non-discrimination. Contractor must not discriminate against any employce or applicant for
employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual
otientation, 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.

E-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the
requirements of A.R.S. § 41-4401,

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 ARS § 35-393.

Attestation of PC] 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.

4/29/2021

9. 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 Chief of Police
6835 N. 57" Drive
Glendale, Arizona 85301

And

San Diego Police Equipment Company, Inc.

c/o Ryan King

8205-A Ronson Road
San Diego, California 92111

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year

set forth above.
“City”

City of Glendale, an Arizona
municipal corporation

By:

Kevin R. Phelps

City Manager
ATTEST:
Julie K. Bower (SEAL)

City Clerk

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

“Contractor”

San Diego Police Equipment Company, Inc.,
a California Corporation

Name: Ryan King
Title: Sales Manager

4/29/2021

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND

SAN DIEGO POLICE EQUIPMENT COMPANY, INC.

EXHIBIT A
(State of Arizona Contract CTR043478)

4/29/2021

Contract Amendment
Arizona Department of
Administration
| CTRO43478 Amendment # 4 State Procurement Office
100 N. 15" Avenue, Suite 402
Phoenix, AZ 85007

Effective Date: March 29, 2022

Ammunition Products Statewide
San Diego Police Equipment Co. Inc.
This Contract Amendment Number 4 is to renew the contract term. In accordance

with the Uniform Terms and Conditions, Section 5, Contract Amendments, The
above referenced contracts shall be amended as follows:

The contract is hereby extended to March 29, 2023

RECITALS
The State and Supplier entered into that certain agreement title Master Service Agreement effective
as of March 29, 2019 pursuant to which Supplier is to provide Ammunition Products Statewide.
Thereafter, Amendment Number 1, to include pricing language was processed on March 29, 2019.

Thereafter, Amendment Number 2, extending the thirty day provision to allow for returns was
processed on March December 4, 2019

Thereafter, Amendment Number 3, extending the contract to March 29, 2022 was processed on
March 2, 2021.

ALL OTHER REQUIREMENTS, SPECIFICATIONS, TERMS AND CONDITIONS REMAIN UNCHANGED

This amendment shall be fully executed once applied to the contract in the State e-Procurement
systems by the Procurement Officer or delegate.

| Available online at |

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Request for Proposal Arizona Department of Administration

State Procurement Office

200 100 N 15th Ave., Suite 402
Description: Phoenix, AZ 85007

Ammunition Products Statewide

Attachment 1
Offer and Acceptance Form

SUBMISSION OF OFFER: Undersigned hereby offers and agrees to provide AMMUNITION in compliance with the Solicitation indicated
above and our Offer indicated by the latest dated version below:

2. | x 3.] x
Revised date #1 initiat date #4 Initial initial
Offers: s. | x 6. | x
date #4 initial date #5 initial initial

San Diego Police Equipment Co., Inc. BSS ve

Offeror company name Signature Stpdrson authorized to sign Offer Initials
8205-A Ronson Road Ryan King, Sales Manager

Address. Printed name and title
San Diego, CA 92111 Same

City | State | ZIP Contact name and title
33-0713803 ryan@sandiegopoliceequipment.com 858-974-8500

Federal tax identifier (EIN or SSN) Contact Email Address Contact phone number

CERTIFICATION: By signature in the above, Offeror certifies that it:

1. will not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246, [Arizona] State
Executive Order 2009-9 or A.R.S. §§ 41-1461 through 1465;

2, has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift. loan, gratuity,
special discount, trip, favor, or service to a public servant in connection with the submitted offer. Failure to provide a valid signature
affirming the stipulations required by this clause will result in rejaction of the Offer. Signing the Offer with a false statement will void the
Offer, any resulting contract, and may be subject to legal penalties under law;

3. complies with A.R.S. § 41-3532 when offering electronics or information technology products, services, or maintenance; and

4. is not debarred from, or otherwise prohibited from Participating in any contract awarded by federal, stale, or local government.

ACCEPTANCE OF OFFER: State hereby accepts the initial Offer, Revised Offer, or Best and Final Offer identified by number # at the top of
this form, and which was dated date (the Accepted Offer). Offeror is now bound {as Contractor) to carry out the Work under the attached
Contract, of which the Accepted Offer forms a part. Contractor is cautioned not to commence any billable work or to provide any material or
perform any service under the Contract unt) Contractor receives the applicable Order or writ tice to proceed from Procurement Officer.

The effective date of the Contract is: 4 / 4 Contract awarded P7 24, 9

Date Date

Procurement Officer signature Procurement Offiter, < 1
PART 3 of the Solicitation Documents SEGTION-3-B: Offer Forms
Template version 3.0 (12-OCT-2018) Page 14 of 38

Available online at: APP AZ .sgqgov

Arizona Department of Administration
State Procurement Office

100 N 15th Ave., Suite 402
Phoenix, AZ 85007

Request for Proposal

- Solicitation No. —
_ BPM000781 ©

Ammunition Products Statewide

SECTION 2-C: Special Terms and Conditions

The Special Terms and Conditions modify the Uniform Terms and Conditions and its Appendices. It can modify them by replacing,
deleting, appending to, or revising the text of an existing provision or by inserting a new paragraph into an existing article. No other
document modifies or adds to the Uniform Terms and Conditions, except as may subsequently be otherwise and expressly agreed and
incorporated by Contract Amendment.

1.0 Definition of Terms

As used in the Contract, the terms listed below are defined as follows:

11

1.2

1.3

1.4

15

1.6

17

18

19

1.10

PART 2 of the Solicitation Documents
Template version 3.0 (12-OCT-2018)

Acceptance

Accepted Offer

Arizona Procurement
Code;
ARS; A.A.C.

Arizona TPT

Attachment

Pricing
Document

Contract
Amendment

Contract Terms
and Conditions

Contractor

Contractor Indemnitor

“Acceptance” means the document headed “Offer and Acceptance Form” bearing the State
contract number once Procurement Officer has signed it to signify (1) State’s formal acceptance of
the Accepted Offer and (2) the formation of the Contract. For clarity of intent, the foregoing is not
to be confused with the term “acceptance” used throughout the Contract in the context of
delivery, inspection, etc., with respect to Materials or Services.

If State did not request a Revised Offer, then “Accepted Offer” means the Initial Offer.

If State did request a Revised Offer but not a Best and Final Offer, then “Accepted Offer” means
the latest Revised Offer.

If State requested a Best and Final Offer, then “Accepted Offer” means the Best and Final Offer.

“Arizona Procurement Code, “A.R.S.,” and “A.A.C.” are each defined in the Instructions to Offerors.

“Arizona TPT” means Arizona Transaction Privilege Tax. For information, refer to the Arizona
Department of Revenue (DOR) website at:

hitos:/Avww.azdor.gov/business/transactionprivilegetax.aspx.

“Attachment” means any item that:

1. the Solicitation required Offeror to submit as part of the relevant Offer
(e.g., Initial Offer, Revised Offer, or BAFO);
2. was attached to an Offer when submitted; and

3. was included in the Accepted Offer.

“Pricing Document” means Section 2-8 of Part 2 of the Solicitation Documents provided that, if
there is no such Section in the Contract, then “Pricing Document” is to be construed as referring to
whatever item in the Contract contains the contracted pricing and payment provisions.

“Contract Amendment" means a document signed by Procurement Officer that has been issued
for the purpose of making changes to the Contract after execution. The term “Change Order” in
The State’s e-Procurement System is to be construed as being synonymous with “Contract
Amendment”.

“Contract Terms and Conditions” means the Special Terms and Conditions and these Uniform
Terms and Conditions taken collectively.

“Contractor” means the Person identified on the Accepted Offer who has entered into the
Contract with State.

“Contractor Indemnitor” means Contractor or any of its owners, officers, directors, agents,
employees, or Subcontractors.

SECTION 2-C: Special Terms and Conditions
Page 12 of 41 2

Request for Proposal Arizona Department of Administration
Solicitation No. State Procurement Office
BPMO00781 100 N 15th Ave., Suite 402
Ammunition Products Statewide een AZ So007

1.12

1.13

1.14
1.15

1.16

1.17

1.18

1.19

Eligible Agency

Indemnified Basic
Claims

Instructions to Offerors

Order

The State’s e-
Procurement System

State

State Indemnitees

Subcontractor

“Co-Op Buyer” means a member of the State Purchasing Cooperative that has entered into a
“Cooperative Purchasing Agreement” with the Arizona Department of Administration State
Procurement Office under A.R.S. § 41-2632. Unless there is an applicable Cooperative Purchasing
Agreement in effect at the time, a State Purchasing Cooperative member cannot be a Co-Op
Buyer. For reference, “Co-Op Buyer” is to be construed as encompassing “eligible procurement
unit” under A.A.C, R2-7-101(23).

NOTE: Membership in the State Purchasing Cooperative is open to all Arizona political
subdivisions, including cities, counties, school districts, and special districts. Membership is also
available to non-profit organizations, other state governments, the federal government and tribal
nations. For reference, “non-profit organizations” are defined in A.R.S. § 41-2631(4) as any
nonprofit corporation as designated by the IRS under section 501(c)(3) through 501(c)(6) of the tax
code.

If the Special Terms and Conditions indicates that the Contract is a “single-agency” contract, then
“Eligible Agency” means the particular State of Arizona agency, university, commission, or board
identified therein. If the Special Terms and Conditions indicates that the Contract is a “statewide”
contract, then “Eligible Agency” means any State of Arizona department, agency, university,
commission, or board.

“Indemnified Basic Claims” means any and all claims, actions, liabilities, damages, losses, or
expenses, including court costs, attorneys’ fees, and costs of claim processing, investigation and
litigation, for bodily injury or personal injury, including death, or loss or damage to any real or
tangible or intangible personal property, collectively. See paragraph 6.3.

“Instructions to Offerors” is Section 3-a of Part 3 of the Solicitation Documents.

“Order” means the instrument by which State authorizes Contractor to perform some or all of the
Work. Whether the Contract will have one Order or many Orders depends the scope of the
Contract and how State will use it. The Special Terms and Conditions provide that information. Any
of the following is to be construed as being an “Order”:

1. “Release” or “Release Purchase Order” in The State’s e-Procurement System;

2. “task order”, “service order,” or “job order” when a Release Purchase Order for Services

has already been committed in The State’s e-Procurement System; or

3. “purchase order” for buying by Co-Op Buyers, if co-op buying applies.
“The State's e-Procurement System” means State’s official electronic procurement system,
established pursuant to A.A.C. R2-7-201 as set forth in the Arizona Department of Administration
State Procurement Office policy document Technical Bulletin No. 020, The State’s e-Procurement
System — The Official State eProcurement System.
NOTE (1): Technical Bulletin No. 020 is available online at:

https://spo.az.gov/administration-policy/state-procurement-resource/procurement-requlations

With respect to the Contract generally, “State” means the State of Arizona and its department,
agency, university, commission, or board that has executed the Contract. With respect to
administration or rights, remedies, obligations and duties under the Contract for a given Order,
“State” means each of Eligible Agency or Co-Op Buyer who has issued the Order.

“State Indemnitees” means, collectively, the State of Arizona, its departments, agencies,
universities, commissions, and boards and, and their respective officers, agents, and employees.

“Subcontractor” has the meaning given in A.R.S. § 41-2503(38), which, for convenience of
reference only, is “... a person who contracts to perform work or render service to ... [Contractor
or to another [S]ubcontractor as a part of a contract with a state governmental unit. . .’The
Contract is to be construed as “a contract with a state governmental unit” for purposes of the
definition. For clarity of intent, a Person carrying out any element of the Work is a Subcontractor
from the moment they first carry out that element of the Work regardless of whether or nota
Subcontract exists then or subsequently.

PART 2 of the Solicitation Documents SECTION 2-C: Special Terms and Conditions
Template version 3.0 (12-OCT-2018) Page 13 of 41 2

Request for Proposal Arizona Department of Administration
Solicitation No. State Procurement Office
BPMO000781 100 N 15th Ave,, Suite 402
Ammunition Products Statewide er cary AZ ESO

(3) Uniform Terms and Conditions;

(4) Scope of Work;

{5) Exhibits to the Scope of Work;

{6) Pricing Document;

(7) Exhibits to the Pricing Document;

(8) Specifications; and

(9) any other documents referenced or included in the Solicitation;
(c) Orders, in reverse chronological order; and
(d) Accepted Offer.

ATTACHMENTS AND EXHIBITS. For clarity of intent, if an item was an Attachment in the Solicitation
Documents or an Offer (either Initial, Revised, Best and Final, or Accepted) and was subsequently
made into an Exhibit, or its content was incorporated into one of the other Contract documents,
then that Attachment no longer exists contractually as an “Attachment” since it has at that point
been made into some other Contract document. In every other case, an Attachment and the
Offeror data therein remain part of the Accepted Offer for purposes of precedence and
contractual effect.

2.3 Independent Contractor is an independent contractor and shall act in an independent capacity in performance
Contractor under the Contract. Neither party is or is to be construed as being to be the employee or agent of
the other party, and no action, inaction, event, or circumstance will be grounds for deeming it to
be so.
2.4 Complete The Contract, including any documents incorporated into the Contract by reference, is intended by
Integration the parties as a final and complete expression of their agreement. There are no prior,

contemporaneous, or additional agreements, either oral or in writing, pertaining to the Contract.
3.0 Contract Administration and Operation |

3.1 Term of Contract The term of the Contract will commence on the date indicated on the Acceptance and continue for
twelve (12) months unless canceled, terminated, or permissibly extended.
3.2 Contract State may at its discretion extend the initial Contract term in increments of one or more months
_ Extensions and do so one or more times, provided that, the maximum aggregate term of the Contract
including extensions cannot exceed the maximum aggregate term of five (5) years.
3.3. Notices and 3.3.1 TO CONTRACTOR. State shall:
Correspondence (a) address all Contract correspondence other than formal notices to the email address

indicated as “Default for Type” for “General Mailing Address” in Contractor's
corresponding The State’s e-Procurement System Vendor Profile; and

{b) address any required notices to Contractor to the “Contact Name and Title” at the
“Mailing Address” indicated on the Accepted Offer, as that address might have been
amended during the term of the Contract.

3.3.2 TO STATE. Contractor shall :

{a) address all Contract correspondence other than format notices to the email address
indicated in “Contact Instructions” in the The State’s e-Procurement System
Summary for State; and

(b) address any required notices to State to Procurement Officer identified as
“Purchaser” in the State’s e-Procurement System Summary at the following mailing
address:

Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402

PART 2 of the Solicitation Documents SECTION 2-C: Special Terms and Conditions
Template version 3.0 (12-OCT-2018) Page 15 of 41 2

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
SAN DIEGO POLICE EQUIPMENT COMPANY, INC.

EXHIBIT B
Scope of Work

PROJECT

San Diego Police Equipment Company, Inc. will provide ammunition for the Glendale Police
Department, which includes both handgun and rifle ammunition.

4/29/2021

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
SAN DIEGO POLICE EQUIPMENT COMPANY, INC.

EXHIBIT C
METHOD AND AMOUNT OF COMPENSATION
The method and amount of compensation is in accordance with 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 $210,000 annually or $420,000 for the entire term of the Agreement.

DETAILED PROJECT COMPENSATION

City shall pay Contractor compensation in accordance with the rates as set forth in the State of
Arizona Cooperative Contract No. CTR043478.

6
4/29/2021