Linking Agreement with L.N. Curtis and Sons Inc

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
L.N. CURTIS AND SONS, INC.

This Linking Agreement (“Agreement”) is entered into as of this day of , 2024, between the
City of Glendale, an Arizona municipal corporation (“City”), and L.N. Curtis and Sons, Inc., a California
Corporation, authorized to do business in Arizona (“Contractor”), collectively, the “Parties.”

RECITALS

On March 18, 2020, a member of the through NPPGov, the League of Oregon Cities, entered into a
contract with Contractor to purchase the goods and services described in League of Oregon Cities
Master Price Agreement, Contract No. PS20015 (“Cooperative Agreement”), which is attached
hereto as Exhibit A. The Cooperative Agreement allows 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 wishes to contract with Contractor for supplies or services identical to those being provided
to other units of government under the Cooperative Agreement. Contractor consents to the City’s
cooperative use of the terms and conditions of the Cooperative Agreement, and agrees to provide
the supplies and services set forth in the Statement of Work appended hereto as Exhibit B.

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.

A. As provided in the Cooperative Agreement, purchases could be made by governmental
entities from the date of award, which was March 18, 2020, until the date the contract
terminates on March 17, 2023, unless either Party declined to extend. It is the City’s
understanding that neither party exercised its option to decline to extend and the term was
automatically extended. Accordingly, the Cooperative Agreement extended until March 17,
2024. The Cooperative Agreement may also automatically be extended until March 17, 2026,
unless the Parties decline to extend for a future term.

cope of .T itions, an cifications.

A. Contractor shall provide City the supplies and/or services identified in the Scope of Work

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10.

11.

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 eighty thousand dollars ($80,000.00) annually or one hundred sixty thousand
dollars ($160,000.00) for the entire term of the Agreement (initial term plus any extensions).

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

Non-discrimination. Contractor must not discriminate against any employee or applicant for
employment on the basis of tace, 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 A.R.S. § 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:
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

c. 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.

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.

Notices. Any notices that must be provided under this Agreement shall be sent to the Parties’
respective authorized representatives at the address listed below:

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City of Glendale

c/o Ryan Freeburg, Fire Chief
11550 W. Glendale Avenue
Glendale, AZ 85307

and

LN. Curtis and Sons, Inc.

185 Lennon Lane, Suite 110
Walnut Creek, CA 94598

Attn: Angela Mackey

Email: AMackey@LNCurtis.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 L.N. Curtis and Sons, Inc.,
municipal corporation a California Corporation
Kevin R. Phelps Name: Angela\Mackey
City Manager Title: Director of Customer Service
ATTEST:
Julie K. Bower (SEAL)
City Clerk

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

10/05/2023

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
L.N. CURTIS AND SONS, INC.

EXHIBIT A
LEAGUE OF OREGON CITIES MASTER PRICE AGREEMENT
CONTRACT NO. PS20015

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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 L.N. CURTIS & SONS (‘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.

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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 Cc
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

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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.

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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. !f 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.

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4.8 Vendor shail 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 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

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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
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.

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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

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.

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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.

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: fp@ORCities.org

If to Vendor:

L. N. CURTIS and SONS

185 Lennon Lane, Suite 110
Walnut Creek, CA 94598
ATTN: Nick Lawrence

Email: nlawrence@Incurtis.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
hon-performance of any obligation contained herein shall be excused to the extent such failure or non-
performance is ca

used 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.

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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.

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.

DocuSign Envelope ID: FSAB46BF-ABC5-4251-B050-CC7B7CC702FO

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:
; ted ee oe
Signature: sacsincnenosare
Mike Cully

Printed Name:

Executive Director

Title:
LEAGUE OF OREGON CITIES

Dated: _ 3/18/2020

VENDOR:
Signature: YALE ——
Printed rearnie Lawrence

Title: Director, Special Programs
L.N. CURTIS & SON

Dated: 17 March 2020

10

DocuSign Envelope ID: F5AB46BF-ABC5-4251-B050-CC7B7CC702F0

ATTACHMENT A

to Master Price Agreement by and between VENDOR and PURCHASER.

PRODUCTS, SERVICES, SPECIFICATIONS AND PRICES

CURTIS LOC/NPPGov Firefighting Equipment Product Catalog
FOB: Origin (add shipping)

Product Discount
Brand Description Off List Contract (Product) Category

Air Shelters USA/Zumro | Shelters 5% FFE Category 06. Hazardous Material (HAZMAT)
Equipment

Ajax Chisels, Pneumatic 5% FFE Category 03. Extraction Tools & Supplies

Akron Brass Nozzles, Hose 20% FFE Category 09. Firefighting (Municipal) Hose &
Accessories

Akron Brass Waterflow Equipment 20% FFE Category 09. Firefighting (Municipal) Hose &
Accessories

Akron Brass Lighting and mounts 20% FFE Category 12. Other

All American Hose Hose, Firefighting 30% FFE Category 09. Firefighting (Municipal) Hose &
Accessories

Allegro Ventilation Systems 5% FFE Category 01. Firefighting Equipment

Allied Medical Oxygen Hardware Net FFE Category 12. Other

Amerex Fire extinguishers 25% FFE Category 07. Fire Extinguishers

American Honda Pumps 5% FFE Category 10. Fire Pumps

American Honda Generators 5% FFE Category 12. Other

Angus Hose Hose, Firefighting 1% FFE Category 09. Firefighting (Municipal) Hose &
Accessories

Ansul Fire extinguishers 25% FFE Category 07. Fire Extinguishers

Ansul Foam, Firefighting 54% FFE Category 08. Firefighting Foam

Blowhard Ventilation Systems 2% FFE Category 01. Firefighting Equipment

Bullard Thermal Imagers 5% FFE Category 04. Search & Rescue Equipment

C & S Supply Nozzles, Hose 25% FFE Category 09. Firefighting (Municipal) Hose &
Accessories

C&S Supply Waterflow Equipment 25% FFE Category 09. Firefighting (Municipal) Hose &
Accessories

CET Pumps, Firefighting 5% FFE Category 10. Fire Pumps

CET Skid Unit 5% FFE Category 10. Fire Pumps

Chemguard Foam, Firefighting 1% FFE Category 08. Firefighting Foam

CMC Harnesses, Rope 1% FFE Category 04. Search & Rescue Equipment

11

DocuSign Envelope ID: FSAB46BF-ABC5-4251-B050-CC7B7CC702F0

CURTIS LOC/NPPGov Firefighting Equipment Product Catalog
FOB: Origin (add shipping)

‘Discount

Product '
Brand D iption Off List Contract (Product) Category
CMC. Rope 1% FFE Category 04. Search & Rescue Equipment
CMC Tools, Rescue 1% FFE Category 04. Search & Rescue Equipment
Coastal Environmental Weather Stations Net FFE Category 12. Other
Cooper Tool Tools Cutters, Bolt 20% FFE Category 02. Firefighting Attack Tools
Council Tools Tools, Hand 25% FFE Category 02. Firefighting Attack Tools
Firefighting Attack
Curtis Slide-in (Heiman) Skid Net FFE Category 10. Fire Pumps
Unit
CurtisCare Service Service and Net FFE Category 13. Maintenance, Service & Testing
Maintenance, Heavy
Rescue Tools
Cutters Edge Saws 5% FFE Category 02. Firefighting Attack Tools
David Clark Communications Net FFE Category 12. Other
Draft Commander Testing, Fire Net FFE Category 12. Other
Apparatus Nozzles
Draft Commander Testing, Fire Net FFE Category 12. Other
Apparatus Pump
Duo Safety Ladders 1% FFE Category 04. Search & Rescue Equipment
Elkhart Brass Nozzles, Hose 5% FFE Category 09. Firefighting (Municipal) Hose &
Accessories
Elkhart Brass Waterflow Equipment 5% FFE Category 09. Firefighting (Municipal) Hose &
Accessories
Euramco Ventilation Systems 1% FFE Category 01. Firefighting Equipment
Euramco Ram Fam Ventilation Systems 1% FFE Category 01. Firefighting Equipment
Euramco Ram Fam Fans 5% FFE Category 06. Hazardous Material (HAZMAT)
Equipment
EZ-Spanner Hydrant, Wrenches Net FFE Category 02. Firefighting Attack Tools
Ferno First Aid Net FFE Category 12. Other
Fire Facilities Training Systems, Net FFE Category 05. Firefighting and Firefighter Training
Firefighting
Fire Hooks Tools, Firefighting 5% FFE Category 02. Firefighting Attack Tools
Attack
Fire Research Lighting Systems 1% FFE Category 12. Other
Firefighters Bookstore Training and 1% FFE Category 05. Firefighting and Firefighter Training
Educational Materials
Fire-Vent Training Systems, Net FFE Category 05. Firefighting and Firefighter Training
Firefighting
Fluke Equipment, Detection Net FFE Category 06. Hazardous Material (HAZMAT)
(Heat) Equipment

12

DocuSign Envelope ID: FSAB46BF-ABC5-4251-B050-CC7B7CC702F0

CURTIS LOC/NPPGov Firefighting Equipment Product Catalog
FOB: Origin (add shipping)

Brand Pe ruon ‘OnList Contract (Product) Category
Fol-da-tank Pools and Tanks 25% FFE Category 06. Hazardous Material (HAZMAT)
Equipment
Fol-Da-Tank Tank, Water 25% FFE Category 12. Other
(Portable)
Fountainhead Pump, Backpack 25% FFE Category 01. Firefighting Equipment
Foxfury Lighting and mounts 1% FFE Category 12. Other
FSI North America Shelters 1% FFE Category 06. Hazardous Material (HAZMAT)
Equipment
Gosport Covers & Tarps, 2% FFE Category 12. Other
Salvage
Groves Ready Rack Racks, Clothing 1% FFE Category 12. Other
Storage
Hale Pumps, Firefighting 5% FFE Category 10. Fire Pumps
Harrington Adapters, Hose 30% FFE Category 09. Firefighting (Municipal) Hose &
Accessories
Harrington Fittings, Hose 30% FFE Category 09. Firefighting (Municipal) Hose &
Accessories
Harrington Valves 30% FFE Category 09. Firefighting (Municipal) Hose &
Accessories
Harrington Waterflow Devices 30% FFE Category 09. Firefighting (Municipal) Hose &
Accessories
Honda Pumps, Firefighting 5% FFE Category 10. Fire Pumps
Honeywell Salvage Vacuums, Water 5% FFE Category 12. Other
Master
Hurst 10,000psi Jaws of | Tools, Rescue 1% FFE Category 03. Extraction Tools & Supplies
Life Hydraulic
Hurst 5,000psi Jaws of | Tools, Rescue 1% FFE Category 03. Extraction Tools & Supplies
Life Hydraulic
Hurst e-Draulics Jaws- | Tools, Rescue 1% FFE Category 03. Extraction Tools & Supplies
of-Life Hydraulic (Battery-
Powered)
Hurst Strong Arm Tools, Rescue 2% FFE Category 03. Extraction Tools & Supplies
Hydraulic
Husky Pools and Tanks 25% FFE Category 06. Hazardous Material (HAZMAT)
Equipment
Husky Tank, Water 25% FFE Category 12, Other
(Portable)
Husqvarna Saws 20% FFE Category 02. Firefighting Attack Tools
Indian Springs Emergency HAZMAT Net FFE Category 06. Hazardous Material (HAZMAT)
Kit, Chlorine Equipment
Junkin First Aid 5% FFE Category 12. Other
Kidde Simulators Training Systems, Net FFE Category 05. Firefighting and Firefighter Training
Firefighting
Kochek Waterflow Devices, 30% FFE Category 09. Firefighting (Municipal) Hose &
Wildland Accessories

13

DocuSign Envelope ID: FSAB46BF-ABC5-4251-B050-CC7B7CC702F0

CURTIS LOC/NPPGov Firefighting Equipment Product Catalog es Cae
FOB: Origin (add shipping)

Discount

Product ga ;
| Brand EOescriction Off List Contract (Product) Category
Koehler/Brightstar Lighting and mounts 2% FFE Category 12. Other
K-Tool Tools, Entry 5% FFE Category 04. Search & Rescue Equipment
Leatherhead Tools Axes 25% FFE Category 02. Firefighting Attack Tools
Meret Bags, Medical 1% FFE Category 01. Firefighting Equipment
Miti Showers/pools/wands, 5% FFE Category 06. Hazardous Material (HAZMAT)
Decon Equipment
MK Diamond Blades, Saw 5% FFE Category 02. Firefighting Attack Tools
MSA Instrumentation, Parts 5% FFE Category 12. Other
(MSA)
MSA Instrumentation, 1% FFE Category 12. Other
Portable (MSA)
National Foam/Angus Foam, Firefighting Net FFE Category 08. Firefighting Foam
New Pig Kit HAZMAT Clean- Net FFE Category 06. Hazardous Material (HAZMAT)
Up Equipment
Nilfisk Turbo Vacuums, Water 1% FFE Category 12. Other
North American Hose Hose, Firefighting 30% FFE Category 09. Firefighting (Municipal) Hose &
Accessories
Nupla/QEP Tools, Firefighting 25% FFE Category 02. Firefighting Attack Tools
Paratech Tools Air Lifting Bags 5% FFE Category 03. Extraction Tools & Supplies
Paratech Tools Stabilization 5% FFE Category 03. Extraction Tools & Supplies
Paratech Tools, Trench Rescue 5% FFE Category 03. Extraction Tools & Supplies
Paratech Tools, Forcible Entry 5% FFE Category 04. Search & Rescue Equipment
Pelican Lights Lighting and mounts 25% FFE Category 12. Other
Performance Clamps, Hose 5% FFE Category 09. Firefighting (Municipal) Hose &
Advantage Accessories
Performance Mounting Bracket, 5% FFE Category 12. Other
Advantage Tool
Petzel (Evac Systems) Hardware, Rope 5% FFE Category 04. Search & Rescue Equipment
Petzel (Evac Systems) Rope 5% FFE Category 04. Search & Rescue Equipment
PMI Rope 1% FFE Category 04. Search & Rescue Equipment
Prosser (Crane Pumps) | Pumps, Submersible 1% FFE Category 10. Fire Pumps
Red Head Brass Adapters, Hose 25% FFE Category 09. Firefighting (Municipal) Hose &
Accessories

14

DocuSign Envelope ID: FSAB46BF-ABC5-4251-B050-CC7B7CC702F0

CURTIS. LOC/NPPGov Firefighting Equipment Product-Catalog:
FOB: Origin (add shipping)

f Product | Discount
Brand Description - Off List Contract (Product) Category
Red Head Brass Couplings, Hose 25% FFE Category 09. Firefighting (Municipal) Hose &
Accessories
Red Head Brass Fittings, Hose 25% FFE Category 09. Firefighting (Municipal) Hose &
Accessories
Red Head Brass Valves 25% FFE Category 09. Firefighting (Municipal) Hose &
Accessories
Red Head Brass Waterflow Devices 25% FFE Category 09. Firefighting (Municipal) Hose &
Accessories
Rescue 42 Tools, Stabilization Net FFE Category 03. Extraction Tools & Supplies
Rice Tester, Hose 1% FFE Category 13. Maintenance, Service & Testing
RIT Safety Solutions | Bags, Rapid Intervention Team (RIT) 5% | FFE Category 01. Firefighting Equipment
Sam Carbis Ladders 5% FFE Category 04. Search & Rescue Equipment
Savox Camera, Systems 5% FFE Category 04. Search & Rescue Equipment
Search
Savox Con Space Communications 5% FFE Category 12. Other
Scott Plastics (Scotty) Nozzles, Hose 1% FFE Category 09. Firefighting (Municipal) Hose &
Accessories
SE International Equipment, Detection Net FFE Category 06. Hazardous Material (HAZMAT)
(Radiation) Equipment
Seco Bags 5% FFE Category 01. Firefighting Equipment
Simulaids Training Aids and 5% FFE Category 05. Firefighting and Firefighter Training
Mannequins
Skedco Patient Handling Net FFE Category 04. Search & Rescue Equipment
Smith Detection Equipment, Detection Net FFE Category 06. Hazardous Material (HAZMAT)
Equipment
Solberg Foam, Firefighting 5% FFE Category 08. Firefighting Foam
South Park Wrenches 25% FFE Category 01. Firefighting Equipment
South Park Adapters, Hose 25% FFE Category 09. Firefighting (Municipal) Hose &
Accessories
South Park Couplings, Hose 30% FFE Category 09. Firefighting (Municipal) Hose &
Accessories
South Park Fittings, Hose 30% FFE Category 09. Firefighting (Municipal) Hose &
Accessories
South Park Waterflow Devices 30% FFE Category 09. Firefighting (Municipal) Hose &
and Mounts Accessories
Special Service Chisels, Pneumatic Net FFE Category 03. Extraction Tools & Supplies
Stihl (Pacific Stihl) Saws Net FFE Category 02. Firefighting Attack Tools
Streamlight Flashlights 30% FFE Category 01. Firefighting Equipment

15

DocuSign Envelope ID: F5AB46BF-ABC5-4251-B050-CC7B7CC702F0

“CURTIS LOC/NPPGov Firefighting Equipment Product Catalog
FOB: Origin (add shipping)

Product

Discount

Brand Description Off List Contract (Product) Category
Stryker Patient Handling Net FFE Category 04. Search & Rescue Equipment
Super Vac Saws 20% FFE Category 02. Firefighting Attack Tools
Super Vac Fans 20% FFE Category 06. Hazardous Material (HAZMAT)
Equipment
Super Vac Smoke Machine 20% FFE Category 12. Other
Task Force Tips Adapters, Hose 5% FFE Category 09. Firefighting (Municipal) Hose &
Accessories
Task Force Tips Waterflow Devices, net FFE Category 09. Firefighting (Municipal) Hose &
TFT "New Force” Accessories
Task Force Tips Waterflow Equipment 30% FFE Category 09. Firefighting (Municipal) Hose &
Accessories
Task Force Tips Nozzles, Hose 30% FFE Category 09. Firefighting (Municipal) Hose &
Accessories
Tempest Ventilation Systems 1% FFE Category 01. Firefighting Equipment
Tempest Saws 1% FFE Category 02. Firefighting Attack Tools
Tempest Smoke Machine 1% FFE Category 12. Other
Thermo Gel Foam, Firefighting Net FFE Category 08. Firefighting Foam
Tingley Boots, HAZMAT 25% FFE Category 06. Hazardous Material (HAZMAT)
Equipment
Tractel Grip Hoist Tools, Come-a-long Net FFE Category 04. Search & Rescue Equipment
Turtle Plastics Cribbing 5% FFE Category 03. Extraction Tools & Supplies
Warthog Blades, Saw Net FFE Category 02. Firefighting Attack Tools
Waterax Pumps, Firefighting Net FFE Category 10. Fire Pumps
Waterous Pumps, Firefighting 5% FFE Category 10. Fire Pumps
Wehr Saw, Windshield 1% FFE Category 03. Extraction Tools & Supplies
Glass
Weis Safety Training Systems, Net FFE Category 05. Firefighting and Firefighter Training
Firefighting
Weis Safety Tester, Nozzles Net FFE Category 13. Maintenance, Service & Testing
Western Shelter Tank, Water 5% FFE Category 12. Other
(Portable)
Western Shelters Showers/pools/wands, 5% FFE Category 06. Hazardous Material (HAZMAT)
Decon Equipment
Wing Enterprises/Little Ladders 5% FFE Category 04. Search & Rescue Equipment
Giant
Wolfpack Packs, Wildland 2% FFE Category 01. Firefighting Equipment

16