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10/05/2023
LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
LIFE-ASSIST, INCORPORATED
This Linking Agreement (“Agreement”) is entered into as of this 13th day of August, 2024, between the City
of Glendale, an Arizona municipal corporation (“City”), and Life-Assist, Incorporated., a California
corporation, authorized to do business in Arizona (“Contractor”), collectively, the “Parties.”
RECITALS
A.
On September 5, 2023, League of Oregon Cities, a member of the NPP.gov, entered into a contract
with Contractor to purchase the goods and services described in the League of Oregon Cities Master
Pricing Agreement, Contract# PS23120 (“Cooperative Agreement”), which is attached hereto as
Exhibit A. The Cooperative Agreement allows its cooperative use by other governmental agencies,
including the City.
B.
Section 2-149 of the City’s Procurement Code permits the Materials Manager to procure goods and
services by participating with other governmental units in cooperative purchasing agreements when
the best interests of the City would be served.
C.
Section 2-149 also provides that the Materials Manager may enter into such cooperative agreements
without meeting the formal or informal solicitation and bid requirements of Glendale City Code
Sections 2-145 and 2-146.
D.
The City 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:
1.
Term of Agreement.
A.
As provided in the Cooperative Agreement, purchases can be made by governmental entities
from the date of award, which was September 5, 2023, until the date the contract terminates
on September 4, 2026. The Cooperative Agreement, however, may not be extended beyond
September 4, 2029, unless either Party decline to extend. The initial period of this Agreement
is the period from the Effective Date of this Agreement until September 4, 2026.
B. This Agreement shall automatically extend for up to three (3) successive one (1) year periods,
providing that the Cooperative Agreement is likewise extended.
2.
Scope of Work; Terms, Conditions, and Specifications.
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A.
Contractor shall provide City the supplies and/or services identified in the Scope of Work
attached as Exhibit B.
B.
Contractor agrees to comply with all the terms, conditions and specifications of the
Cooperative Purchasing Agreement. Such terms, conditions and specifications are
specifically incorporated into and are an enforceable part of this Agreement.
3.
Compensation.
A.
City shall pay Contractor compensation at the same rate and on the same schedule as
provided in the Cooperative Purchasing Agreement, which is attached hereto as Exhibit C.
B.
The total purchase price for the supplies and/or services purchased under this Agreement
shall not exceed One Hundred Fifty Thousand dollars ($150,000.00) for the entire term of
the Agreement (initial term plus any extensions).
4.
Cancellation. This Agreement may be cancelled pursuant to A.R.S. § 38-511.
5.
Non-discrimination. Contractor must not discriminate against any employee or applicant for
employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual
orientation, gender identity or expression, genetic characteristics, familial status, U.S. military veteran
status or any disability. Contractor will require any Sub-contractor to be bound to the same
requirements as stated within this section. Contractor, and on behalf of any subcontractors, warrants
compliance with this section.
6.
Insurance Certificate. A certificate of insurance applying to this Agreement must be provided to the
City prior to the Effective Date.
7.
E-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the requirements of
A.R.S. § 41-4401.
8.
No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties
hereby certify that they are not currently engaged in, and agree for the duration of the Agreement to
not engage in, a boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.
9.
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
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.
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.
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11.
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 Adam Ellis, Division Chief
11550 W. Glendale Avenue
Glendale, AZ 85307
and
Life Assist, Incorporated
11277 Sunrise Park Drive
Rancho Cordova, CA 95742
ATTN: Carrie Woodworth
Email: carrie.woodworth@life-assist.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
Life-Assist, Incorporated,
municipal corporation
a California corporation
By:
____________________________
By:
____________________________
Kevin R. Phelps
Name: Carrie Woodworth
City Manager
Title: Authorized Representative
ATTEST:
___________________________
Julie K. Bower
(SEAL)
City Clerk
APPROVED AS TO FORM:
___________________________
Michael D. Bailey
City Attorney
LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
LIFE-ASSIST, INCORPORATED
EXHIBIT A
LEAGUE OF OREGON CITIES
MASTER PRICING AGREEMENT
CONTRACT# PS23120
Contract Number: PS23120
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 Life Assist, Inc. (“Vendor”).
RECITALS
WHEREAS, the Vendor is in the business of selling certain Medical Supply & Rescue First Aid, 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 Medical Supply & Rescue First Aid 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. 2315 for Medical Supply & Rescue First Aid; 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. 2315 (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, tribal, 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, tribal 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.
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.
DocuSign Envelope ID: 6642FFBF-89C6-4C16-A357-99A1BD7E131D
Contract Number: PS23120
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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.
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
DocuSign Envelope ID: 6642FFBF-89C6-4C16-A357-99A1BD7E131D
Contract Number: PS23120
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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, tribal, and state
solicitation requirements.
2.6.3 Vendor acknowledges execution of the Vendor Administration Fee Agreement, Contract Number
VA23120, with NPPGov, pursuant to the terms of the RFP.
2.7
Oregon Public Agencies are prohibited from use of Products and Services offered under this
Agreement that are already provided by qualified nonprofit agencies for disabled individuals as listed on the
Department of Administrative Service’s Procurement List (“Procurement List”) pursuant to ORS 279.835-.855.
See www.OregonRehabilitation.org/qrf for more information. Vendor shall not sell products and services
identified on the Procurement List (e.g., reconditioned toner cartridges) to Purchaser or Participating Agencies
within the state of Oregon.
ARTICLE 3 – TERM AND TERMINATION
3.1
The initial contract term shall be for three (3) calendar years from the Effective Date of this
Agreement (“Initial Term”). Upon termination of the original three (3) year term, this Agreement shall
automatically extend for up to three (3) successive one (1) year periods; (each a “Renewal Term”); provided,
however, that the Lead Contracting Agency and/or the Vendor may opt to decline extension of the MPA by
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.
DocuSign Envelope ID: 6642FFBF-89C6-4C16-A357-99A1BD7E131D
Contract Number: PS23120
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ARTICLE 4 – PRICING, INVOICES, PAYMENT AND DELIVERY
4.1
Purchaser shall pay Vendor for all Products and Services ordered and delivered in compliance
with the terms and conditions of this Agreement at the pricing specified for each such Product and Service on
Attachment A, including shipping. Unless Attachment A expressly provides otherwise, the pricing schedule
set forth on Attachment A hereto shall remain fixed for the Initial Term of this Agreement; provided that
manufacturer pricing is not guaranteed and may be adjusted based on the next manufacturer price increase.
Pricing contained in Attachment A shall be extended to all NPPGov, Public Safety GPO, First Responder
GPO and Law Enforcement GPO members upon execution of the IGA.
4.2
Vendor shall submit original invoices to Purchaser in form and substance and format reasonably
acceptable to Purchaser. All invoices must reference the Purchaser’s Purchase Order number, contain an
itemization of amounts for Products and Services purchased during the applicable invoice period and any
other information reasonably requested by Purchaser, and must otherwise comply with the provisions of this
Agreement. Invoices shall be addressed as directed by Purchaser.
4.3
Unless otherwise specified, Purchaser is responsible for any and all applicable sales taxes.
Attachment A or Vendor’s Proposal (Attachment D) shall specify any and all other taxes and duties of any
kind which Purchaser is required to pay with respect to the sale of Products and Services covered by this
Agreement and all charges for packing, packaging and loading.
4.4
Except as specifically set forth on Attachments A and F, Purchaser shall not be responsible for
any additional costs or expenses of any nature incurred by Vendor in connection with the Products and
Services, including without limitation travel expenses, clerical or administrative personnel, long distance
telephone charges, etc. (“Incidental Expenses”).
4.5
Price reductions or discount increases may be offered at any time during the contract term and
shall become effective upon notice of acceptance from Purchaser.
4.6
Notwithstanding any other agreement of the Parties as to the payment of shipping/delivery
costs, and subject to Attachments A, D, and F herein, Vendor shall offer delivery and/or shipping costs
prepaid FOB Destination. If there are handling fees, these also shall be included in the pricing.
4.7
Unless otherwise directed by Purchaser for expedited orders, Vendor shall utilize such common
carrier for the delivery of Products and Services as Vendor may select; provided, however, that for expedited
orders Vendor shall obtain delivery services hereunder at rates and terms not less favorable than those paid
by Vendor for its own account or for the account of any other similarly situated customer of Vendor.
4.8
Vendor shall have the risk of loss of or damage to any Products until delivery to Purchaser.
Purchaser shall have the risk of loss of or damage to the Products after delivery to Purchaser. Title to
Products shall not transfer until the Products have been delivered to and accepted by Purchaser at
Purchaser’s Destination.
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
DocuSign Envelope ID: 6642FFBF-89C6-4C16-A357-99A1BD7E131D
Contract Number: PS23120
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REQUIREMENT AND FAILURE TO MEET THIS REQUIREMENT WILL RESULT IN CANCELLATION OF
THIS MASTER PRICE AGREEMENT.
5.2
All insurance required herein shall be maintained in full force and effect until all work or service
required to be performed under the terms of this Agreement is satisfactorily completed and formally accepted.
Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an
insurance policy warranty shall not affect coverage afforded under the insurance policies to protect the Lead
Contracting Agency. The insurance policies may provide coverage that contains deductibles or self-insured
retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage
provided to the Lead Contracting Agency under such policies. Vendor shall be solely responsible for the
deductible and/or self-insured retention and the Lead Contracting Agency, at its option, may require Vendor to
secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and
unconditional letter of credit.
5.3
Vendor shall carry Workers’ Compensation insurance to cover obligations imposed by federal
and state statutes having jurisdiction over Vendor’s employees engaged in the performance of the work or
services, as well as Employer’s Liability insurance. Vendor waives all rights against the Lead Contracting
Agency and its agents, officers, directors and employees for recovery of damages to the extent these
damages are covered by the Workers’ Compensation and Employer’s Liability or commercial umbrella liability
insurance obtained by Vendor pursuant to this Agreement.
5.4
Insurance required herein shall not be permitted to expire, be canceled, or materially changed
without thirty days (30 days) prior written notice to the Lead Contracting Agency.
ARTICLE 6 – INDEMNIFICATION AND HOLD HARMLESS
6.1
Vendor agrees that it shall indemnify, defend and hold harmless Lead Contracting Agency, its
respective officials, directors, employees, members and agents (collectively, the “Indemnitees”), from and
against any and all damages, claims, losses, expenses, costs, obligations and liabilities (including, without
limitation, reasonable attorney’s fees), suffered directly or indirectly by any of the Indemnitees to the extent of,
or arising out of, (i) any breach of any covenant, representation or warranty made by Vendor in this
Agreement, (ii) any failure by Vendor to perform or fulfill any of its obligations, covenants or agreements set
forth in this Agreement, (iii) the negligence or intentional misconduct of Vendor, any subcontractor of Vendor,
or any of their respective employees or agents, (iv) any failure of Vendor, its subcontractors, or their
respective employees to comply with any Applicable Law, (v) any litigation, proceeding or claim by any third
party relating in any way to the obligations of Vendor under this Agreement or Vendor’s performance under
this Agreement, (vi) any Employee Taxes or Unemployment Insurance, or (vii) any claim alleging that the
Products and Services or any part thereof infringe any third party’s U.S. patent, copyright, trademark, trade
secret or other intellectual property interest. Such obligation to indemnify shall not apply where the damage,
claim, loss, expense, cost, obligation or liability is due to the breach of this Agreement by, or negligence or
willful misconduct of, Lead Contracting Agency or its officials, directors, employees, agents or contractors.
The amount and type of insurance coverage requirements set forth herein will in no way be construed as
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.
DocuSign Envelope ID: 6642FFBF-89C6-4C16-A357-99A1BD7E131D
Contract Number: PS23120
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6.3
The same terms, conditions and pricing of this Agreement may be extended to
government members of National Purchasing Partners, LLC. In the event the terms of this Agreement
are extended to other government members, each government member (procuring party) shall be solely
responsible for the ordering of Products and Services under this Agreement. A non-procuring party shall
not be liable in any fashion for any violation by a procuring party, and the procuring party shall hold non-
procuring parties or unrelated purchasing parties harmless from any liability that may arise from action
or inaction of the procuring party.
ARTICLE 7 – WARRANTIES
Purchaser shall refer to Vendor’s Proposal for all Vendor and manufacturer express warranties, as
well as those warranties provided under Attachment B herein.
ARTICLE 8 - INSPECTION AND REJECTION
8.1 Purchaser shall have the right to inspect and test Products at any time prior to shipment, and
within a reasonable time after delivery to the Purchaser’s Destination. Products not inspected within a
reasonable time after delivery shall be deemed accepted by Purchaser. The payment for Products shall in no
way impair the right of Purchaser to reject nonconforming Products, or to avail itself of any other remedies to
which it may be entitled.
8.2 If any of the Products are found at any time to be defective in material or workmanship,
damaged, or otherwise not in conformity with the requirements of this Agreement or any applicable Purchase
Order, as its exclusive remedy, Purchaser may at its option and at Vendor’s sole cost and expense, elect
either to (i) return any damaged, non-conforming or defective Products to Vendor for correction or
replacement, or (ii) require Vendor to inspect the Products and remove or replace damaged, non-conforming
or defective Products with conforming Products. If Purchaser elects option (ii) in the preceding sentence and
Vendor fails promptly to make the necessary inspection, removal and replacement, Purchaser, at its option,
may inspect the Products and Vendor shall bear the cost thereof. Payment by Purchaser of any invoice shall
not constitute acceptance of the Products covered by such invoice, and acceptance by Purchaser shall not
relieve Vendor of its warranties or other obligations under this Agreement.
8.3
The provisions of this Article shall survive the expiration or termination of this Agreement.
ARTICLE 9 – SUBSTITUTIONS
Except as otherwise permitted hereunder, Vendor may not make any substitutions of Products, or any
portion thereof, of any kind without the prior written consent of Purchaser.
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.
DocuSign Envelope ID: 6642FFBF-89C6-4C16-A357-99A1BD7E131D
Contract Number: PS23120
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ARTICLE 11 – PUBLICITY / CONFIDENTIALITY
11.1 No news releases, public announcements, advertising materials, or confirmation of same,
concerning any part of this Agreement or any Purchase Order issued hereunder shall be issued or made
without the prior written approval of the Parties. Neither Party shall in any advertising, sales materials or in
any other way use any of the names or logos of the other Party without the prior written approval of the other
Party.
11.2 Any knowledge or information which Vendor or any of its affiliates shall have disclosed or may
hereafter disclose to Purchaser, and which in any way relates to the Products and Services covered by this
Agreement shall not, unless otherwise designated by Vendor, be deemed to be confidential or proprietary
information, and shall be acquired by Purchaser, free from any restrictions, as part of the consideration for this
Agreement.
ARTICLE 12 - RIGHT TO AUDIT
Subject to Vendor’s reasonable security and confidentiality procedures, Purchaser, or any third party
retained by Purchaser, may at any time upon prior reasonable notice to Vendor, during normal business
hours, audit the books, records and accounts of Vendor to the extent that such books, records and accounts
pertain to sale of any Products and Services hereunder or otherwise relate to the performance of this
Agreement by Vendor. Vendor shall maintain all such books, records and accounts for a period of at least
three (3) years after the date of expiration or termination of this Agreement. The Purchaser’s right to audit
under this Article 12 and Purchaser’s rights hereunder shall survive the expiration or termination of this
Agreement for a period of three (3) years after the date of such expiration or termination.
ARTICLE 13 - REMEDIES
Except as otherwise provided herein, any right or remedy of Vendor or Purchaser set forth in this
Agreement shall not be exclusive, and, in addition thereto, Vendor and Purchaser shall have all rights and
remedies under Applicable Law, including without limitation, equitable relief. The provisions of this Article shall
survive the expiration or termination of this Agreement.
ARTICLE 14 - RELATIONSHIP OF PARTIES
Vendor is an independent contractor and is not an agent, servant, employee, legal
representative, partner or joint venture of Purchaser. Nothing herein shall be deemed or construed as
creating a joint venture or partnership between Vendor and Purchaser. Neither Party has the power or
authority to bind or commit the other.
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
DocuSign Envelope ID: 6642FFBF-89C6-4C16-A357-99A1BD7E131D
Contract Number: PS23120
8
Salem OR 97301
ATTN: Kevin Toon
Email: rfp@ORCities.org
If to Vendor:
Life Assist, Inc.
11277 Sunrise Park Drive
Rancho Cordova, CA 95742
ATTN: Andy Selby
Email: andy.selby@life-assist.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.
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
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Contract Number: PS23120
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the particular invalid or unenforceable provision or provisions and the rights and obligations of the Parties
shall be construed and enforced accordingly.
ARTICLE 20 - INCORPORATION; ENTIRE AGREEMENT
20.1
All the provisions of the Attachments hereto are hereby incorporated herein and
made a part of this Agreement. In the event of any apparent conflict between any provision set forth in the
main body of this Agreement and any provision set forth in the Attachments, including the RFP and/or
Vendor’s Proposal, the provisions shall be interpreted, to the extent possible, as if they do not conflict. If such
an interpretation is not possible, the provisions set forth in the main body of this Agreement shall control.
20.2
This Agreement (including Attachments and Contract Documents hereto)
constitutes the entire Agreement of the Parties relating to the subject matter hereof and supersedes any and
all prior written and oral agreements or understandings relating to such subject matter.
ARTICLE 21 - HEADINGS
Headings used in this Agreement are for convenience of reference only and shall in no way be used to
construe or limit the provisions set forth in this Agreement.
ARTICLE 22 - MODIFICATIONS
This Agreement may be modified or amended only in writing executed by Vendor and the Lead
Contracting Agency. The Lead Contracting Agency and each Participating Agency contracting hereunder
acknowledge and agree that any agreement entered into in connection with any Purchase Order hereunder
shall constitute a modification of this Agreement as between the Vendor and the Participating Agency. Any
modification of this Agreement as between Vendor and any Participating Agency shall not be deemed a
modification of this Agreement for the benefit of the Lead Contracting Agency or any other Participating
Agency.
ARTICLE 23 - GOVERNING LAW
This Agreement shall be governed by and interpreted in accordance with the laws of the State of
Oregon or in the case of a Participating Agency’s use of this Agreement, the laws of the State in which the
Participating Agency exists, without regard to its choice of law provisions.
[Signature page to follow]
DocuSign Envelope ID: 6642FFBF-89C6-4C16-A357-99A1BD7E131D
DocuSign Envelope ID: 6642FFBF-89C6-4C16-A357-99A1BD7E131D
Patricia M. Mulvihill
September 5, 2023 | 3:13 PM PDT
Executive Director
Contract Number: PS23120
11
ATTACHMENT A
to Master Price Agreement by and between VENDOR and PURCHASER.
PRODUCTS, SERVICES, SPECIFICATIONS AND PRICES
MEDICAL SUPPLY & RESCUE FIRST AID
Product Category
Percentage (%) off List Price*
(OR fixed price if % off pricing is
available)
GENERAL MEDICAL SUPPLY
31%
INFECTION CONTROL
31%
CHRONIC CONDITION CARE
31%
EMERGENCY RESPONSE
31%
OTHER – Capital Equipment, Training, Operations
15%
Fixed discounts off published catalog located online at www.life-assit.com.
Discounts will not be applied to sale items.
Pricing contained in this Attachment A shall be extended to all NPPGov members upon execution of the
Intergovernmental Agreement.
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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.
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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.
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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.)
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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.)
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ATTACHMENT F
to Master Price Agreement by and between VENDOR and PURCHASER.
ADDITIONAL VENDOR TERMS OF PURCHASE, IF ANY.
===============================
WARRANTIES AND LIABILITY LIMITS
===============================
Warranties are limited to those offered by the manufacturer. Life-Assist, Inc. gives no express or implied
warranties on any items shown in its catalog, price list, or otherwise offered for sale and shall not be
responsible for the proper use and servicing of goods purchased nor does the company give any express or
implied warranty that goods purchased are merchantable or fit for a particular purpose. Life-Assist, Inc. shall
not be liable for special or consequential damage or injury to person or property which results from the use of
these products. All products sold by Life-Assist, Inc. are intended for use by trained medical personnel.
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SHIPPING
========
Free Standard Shipping within the contiguous U.S. on orders over $100! Orders under $100 will be charged a
$14.50 shipping and handling fee. All other orders are shipped FOB origin and freight charges will be applied
at time of shipment.
It is our service policy to ship orders the same day we receive them, providing the order is placed by 4:00 pm
Monday through Friday. Most orders are shipped by UPS ground complete within 24 hours (M-F). If, by
chance, an item is backordered, it will be shipped to you immediately upon our receipt.
Refrigerated items are only shipped Monday – Wednesday and will arrive in 1 – 2 days. Destinations outside
of the 2 day shipping zone must be shipped 2nd Day Air and the air freight charges will apply. Refrigerated
items cannot be returned.
Freight charges will be applied to special orders, overweight orders, oversized products, and requested rush
deliveries.
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RETURNS
=======
If a product does not meet your specifications, you may return the item in its original packaging, in resalable
condition, within 30 days for a full credit. Some goods, such as special order items and items more than 90
days old, etc. may not be eligible for credit.
Prior to returning any purchase, please contact customer care at (800) 824-6016 or
email CustomerCare@life-assist.com to obtain a return authorization number.
Returned merchandise must be sent freight prepaid and be received in new, resalable condition.
If a damaged shipment is received, please note the extent of the damage to the carrier at the time of delivery.
Keep all boxes and packaging materials and immediately contact customer care at (800) 824-6016 or
email CustomerCare@life-assist.com. Damage claims must be made within 5 days of receipt of merchandise.
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CREDIT
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Municipalities, fire and police departments, recognized volunteer organizations, Government agencies and
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related: may purchase on terms of Net 30 days from shipping date without prior arrangement. Please fax or
mail your first order on agency letterhead.
Commercial businesses: may apply for open account status by submitting a completed Life-Assist, Inc. Credit
Application Form.
Resellers may request price quotations online only. Rx items are not available for resale.
Overdue accounts: will be assessed a 1 1/2% monthly (18% year) charge. Payment on account will be
credited upon receipt at Life-Assist’s office in Rancho Cordova, California. Delinquent accounts will be
referred for collection. Purchaser will be liable for all costs of collection on overdue accounts, plus reasonable
attorney’s fees. A $20 service charge will be assessed on all returned checks.
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LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
LIFE-ASSIST, INCORPORATED
EXHIBIT B
Scope of Work
Contractor will provide the City of Glendale Fire Department with any and all medical supplies listed in this
agreement on an "as-needed" basis in an amount not to exceed $150,000 for the entire term of the agreement
including extensions.
LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
LIFE-ASSIST, INCORPORATED
EXHIBIT C
METHOD AND AMOUNT OF COMPENSATION
Per Section 3 of this Agreement.
NOT TO EXCEED AMOUNT
The total amount of compensation paid to Contractor for full completion of all work required by the
Statement of Work must not exceed $150,000.00 for the entire term of the Agreement.
DETAILED PROJECT COMPENSATION
Contractor will provide the City of Glendale Fire Department with any and all medical supplies listed in
this agreement on an "as-needed" basis in an amount not to exceed $150,000 for the entire term of the
agreement including extensions.