Agreement

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
HOLMATRO USA,
THROUGH ITS AUTHORIZED DEALER EXTRICATION CONCEPTS LLC

This Linking Agreement (“Agreement”) is entered into as of this day of , 2023, between the
City of Glendale, an Arizona municipal corporation (“City”), and Holmatro USA, a Maryland corporation,
through its authorized dealer Extrication Concepts LLC, an Arizona limited liability company, authorized to
do business in Arizona (“Contractor”), collectively, the “Parties.”

RECITALS

On April 5, 2020, through NPPGov, the League of Oregon Cities entered into a contract with
Contractor to purchase the goods and services described in the League of Oregon Cities Master
Price Agreement, Contract No. PS20035 (“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.

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:

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 the contract, which was April 5,
2020, until the date the contract expires on April 5, 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 April 5, 2026. The initial
period of this Agreement, therefore, is the period from the Effective Date of this Agreement until
April 5, 2024. The City may renew the term of this Agreement for two years on an annual basis until
the Cooperative Purchasing Agreement expires on April 5, 2026. Glendale renewals are not
automatic and shall only occur if the City gives the Contractor notice of its intent to renew. The

1
05/10/2023

i)

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. 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 Four Hundred Fifty Thousand dollars ($450,000.00) 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-disctimination. 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.

Insurance Certificate. A certificate of insurance applying to this Agreement must be provided to the
City prior to the Effective Date.

E-verify. Contractor complies with ARS. § 23-214 and agrees to comply with the requirements of
ARS. § 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 A.R.S §
35-393.

Uyghur Forced Labor Prevention Act (UFLPA). Contractor certifies that it does not currently, and
during the term of this Agreement, will not use:

a. the forced labor of ethnic Uyghurs in the People’s Republic of China;
b. any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and
2

05/10/2023

& any contractors, subcontractors or suppliers that use the forced labor or any goods
or services produced by the forced labor of ethnic Uyghurs in the People’s Republic
of China.

10. — 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.
11. Notices. Any notices that must be provided under this Agreement shall be sent to the Parties?
tespective authorized representatives at the address listed below:

City of Glendale

c/o Eric Keppler, Deputy Chief
11550 W. Glendale Ave.
Glendale, AZ 85307

And

Extrication Concepts LLC
c/o JoAnn Tyler

5009 W. Aster Drive
Glendale, AZ 85304

IN WITNESS WHEREOEF, the patties hereto have executed this Agreement as of the date and year set
forth above.

“City” “Contractor”

City of Glendale, an Arizona Extrication Concepts LLC,

municipal corporation an authorized dealer for Holmatro USA

al

or »~ Lple P-~
Ryan Freeburg Name: Al E. Dimas
Fire Chief Title: Owher/AZ Holmatro Dealer

ATTEST:

Julie KX. Bower (SEAL)

City Clerk

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

05/10/2023

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
HOLMATRO USA,
THROUGH ITS AUTHORIZED DEALER EXTRICATION CONCEPTS LLC

EXHIBIT A
NPP.gov
(21 pages)

DocuSign Envelope ID: 00B3AC29-5005-4382-B5B2-FF8C7F42B9C3

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 HOLMATRO USA (‘Vendor’).

RECITALS

WHEREAS, the Vendor is in the business of selling certain FIRE FIGHTING 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 FIRE FIGHTING 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. 1910 for FIRE FIGHTING 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. 1910 (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.

DocuSign Envelope ID: 0OB3AC29-5005-4382-B5B2-FF8C7F42B9C3

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

DocuSign Envelope ID: 00B3AC29-5005-4382-B5B2-FF8C7F42B9C3

govern. No other terms and conditions, including, but not limited to, those contained in Vendor's standard
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 a Vendor Administration Fee Agreement 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.

DocuSign Envelope ID: 00B3AC29-5005-4382-B5B2-FF8C7F42B9C3

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
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.

DocuSign Envelope ID: 00B3AC29-5005-4382-B5B2-FF8C7F42B9C3

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.

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 Allinsurance 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 shail 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), arising out of any claims brought by unaffiliated third parties related to,
(i) any breach of any r warranty made by Vendor in this Agreement, (iii) the gross negligence or intentional
misconduct of Vendor (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 indemnity obligations of Vendor under this Article
shall survive the expiration or termination of this Agreement for two years.

DocuSign Envelope ID: 00B3AC29-5005-4382-B5B2-FF8C7F42B9C3

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. NOTWITHSTANDING ANYTHING
TO THE CONTRARY CONTAINED IN THIS AGREEMENT, VENDOR’S LIABILITY UNDER THIS
AGREEMENT FOR DAMAGES (MONETARY OR OTHERWISE) UNDER ANY CIRCUMSTANCES FOR
CLAIMS OR ANY TYPE OR CHARACTER, WILL BE LIMITED TO THE LESSER OF (1) THE AMOUNT OF
ACTUAL DAMAGES INCURRED BY PURCHASER OR (II) THE AMOUNT PAID BY PURCHASER TO
VENDOR FOR THE ONE YEAR PERIOD IMMEDIATELY PRIOR TO SAID 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. Other than as set forth in Attachment B, Vendor
makes no representations or warranties of any kind, whether express or implied, with respect to the Products
and Services. Vendor expressly disclaims all warranties of merchantability, fitness for a particular purpose,
title, regulatory compliance, and all warranties arising from conduct, course of dealing or custom of trade.

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, at Vendor's sole discretion and cost and expense, Vendor may elect either to
(i) accept any return of any damaged, non-conforming or defective Products in exchange for for correction or
replacement, or (ii) inspect the Products and remove or replace damaged, non-conforming or defective
Products with conforming Products. 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.

DocuSign Envelope ID: 00B3AC29-5005-4382-B5B2-FF8C7F42B9C3

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.

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

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: 00B3AC29-5005-4382-B5B2-FF8C7F42B9C3

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:

HOLMATRO USA

505 McCormick Drive

Glen Burnie, MD 21061
ATTN: Andrew Morris
Email:a.morris@holmatro.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, 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.

DocuSign Envelope ID: 00B3AC29-5005-4382-B5B2-FF8C7F42B9C3

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.

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. Notwithstanding the foregoing,
either Party may assign this Agreement, without the other Party's consent, to its parent company or to any
purchaser of all or substantially all of such Party’s assets, or to any successor by way of merger, consolidation
or similar transaction.

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

DocuSign Envelope ID: 00B3AC29-5005-4382-B5B2-FF8C7F42B9C3

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.

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:
DocuSigned by:
A“~L— 9 co
” SECSAEr BESUTSSE...
Mike cully

Signature:

Printed Name:

Title: Executive Director
LEAGUE OF OREGON CITIES
4/5/2020

Dated:

VENDOR:

DocuSigned by:

TBC PESIOCIOE

Tony Barboza

Signature:

Printed Name:

Title: Vice President
HOLMATRO USA
4/5/2020

Dated:

10

DocuSign Envelope ID: 00B3AC29-5005-4382-B5B2-FF8C7F42B9C3

ATTACHMENT A

to Master Price Agreement by and between VENDOR and PURCHASER.

PRODUCTS, SERVICES, SPECIFICATIONS AND PRICES

FIRE FIGHTING EQUIPMENT

Product Category

Percentage (%) off List
Price*

(OR fixed price if % off

pricing is not available)

EXTRACTION TOOLS AND SUPPLIES

4%

FIRE EXTINGUISHERS

FIRE PUMPS

FIREFIGHTING AND FIREFIGHTER TRAINING

FIREFIGHTING ATTACK TOOLS

FIREFIGHTING EQUIPMENT

FIREFIGHTING FOAM

FIREFIGHTING (MUNICIPAL) HOSES

FIREFIGHTER AND DEPARTMENTAL PERSONAL
APPAREL, BADGES, ACCESSORIES, AND OTHER
FIRE DPEARTMENT RELATED ITEMS

HAZARDOUS MATERIAL (HAZ-MAT) EQUIPMENT

SEARCH & RESCUE EQUIPMENT

4%

OTHER

MAINTENANCE, SERVICE AND TESTING

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: 00B3AC29-5005-4382-B5B2-FF8C7F42B9C3

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.

12

DocuSign Envelope ID: 00B3AC29-5005-4382-B5B2-FF8C7F42B9C3

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.

13

DocuSign Envelope ID: 00B3AC29-5005-4382-B5B2-FF8C7F42B9C3

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.)

14

DocuSign Envelope ID: 00B3AC29-5005-4382-B5B2-FF8C7F42B9C3

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: 00B3AC29-5005-4382-B5B2-FF8C7F42B9C3

ATTACHMENT F
to Master Price Agreement by and between VENDOR and PURCHASER.

ADDITIONAL VENDOR TERMS OF PURCHASE, IF ANY.

16