Amendment No.2 to Linking Agreement with L.N. Curtis and Sons Inc

C24-0254-3

AMENDMENT NO. 2
Linking Agreement
(LN. Curtis and Sons, Inc., Contract No. C24-0254)

This Amendment No. 2 (“Amendment”) to the Linking Agreement (“Agreement”) is made this

day of 2025, (“Effective Date”), by and between the City of Glendale, an Arizona

municipal corporation (“City”) and L.N. Curtis and Sons, Inc. dba Curtis Blue Line, a California
corporation, authorized to do business in Arizona (“Contractor”).

RECITALS

City and L.N. Curtis and Sons, Inc. (“Contractor”) previously entered into a Linking
Agreement, Contract No. C24-0254, dated March 21, 2024 (“Agreement”); and

The Agreement originally expired on May 26, 2024 with the option to renew for two (2)
additional one (1) year periods.

The League of Oregon Cities, a member of the National Purchases Partners, entered into
Contract No. PS20275. The Cooperative Agreement allows for cooperative use by other
governmental agencies including the City. The master contract end date was May 26, 2023
with automatic annual extensions through May 26, 2026.

The City and Contractor entered into Contract Extension No. 1 extending the term of the
agreement from May 27, 2024 through May 26, 2025.

City and Contractor entered into Amendment No. 1 adding $50,000 to the compensation for
a new not to exceed amount of $84,000 for gas munitions, self-contained breathing apparatus

kits and additional products and accessories.

City and Contractor wish to modify and amend the Agreement subject to and strictly in
accordance with the terms of this Amendment.

AGREEMENT

In consideration of the mutual promises set forth herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the City and Contractor hereby agree
as follows:

1.

Recitals. The recitals set forth above are not merely recitals but form an integral part of this
Amendment.

Term. The term of the Agreement is extended for a one-year period from May 27, 2025
through May 26, 2026, unless otherwise terminated or canceled as provided by the Agreement.
All other provisions of the Agreement except as set forth in this Amendment shall remain in
their entirety.

05/10/2023

10.

Scope of Work. In addition to providing gas munitions, self-contained breathing apparatus
kits and additional products and accessories, the scope will include the purchase of riot body
shields Initial quote for attached as Exhibit B.

Compensation. The total compensation for this Agreement is increased by $25,000 for a new
not to exceed amount of $109,000 for the term of the Agreement.

Insurance Certificate. Current certificate will expire on . A new insurance certificate
must be provided prior to this date to the Materials Manager and the Contract Administrator
in order for this Agreement to remain in effect.

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.

No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the
parties hereby certify that they are not currently engaged in, and agree for the duration of the
Agreement to not engage in, a boycott of goods or services from Israel, as that term is defined
in A.R.S § 35-393.

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

(a) the forced labor of ethnic Uyghurs in the People’s Republic of China;

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

(¢) 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.

Ratification of Agreement. City and Contractor hereby agree that except as expressly
provided herein, the provisions of the Agreement shall be, and remain in full force and effect
and that if any provision of this Amendment conflicts with the Agreement, then the provisions
of this Amendment shall prevail.

[Signatures on the following page.]

to

05/10/2023

ATTEST:

CITY OF GLENDALE, an Arizona
municipal corporation

Kevin R. Phelps, City Manager

Julie K. Bower, City Cleck

APPROVED AS TO FORM:

GEAL)

Michael D. Bailey, City Attorney

DocuSign Envelope ID: 6168B5EA-9E79-416C-AB12-B3E7DA82EDEC EXHIBIT A

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 CURTIS BLUE LINE (‘Vendor’).

RECITALS

WHEREAS, the Vendor is in the business of selling certain LAW ENFORCEMENT 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 LAW ENFORCEMENT 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. 2010 for LAW ENFORCEMENT 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. 2010 (herein “RFP”) and Vendor's Proposal submitted in response to
the RFP (herein “Vendor's Proposal”) as referenced and incorporated herein as though fully set forth
(sometimes referred to collectively as the “Contract Documents’).

1.2 “Applicable Law(s)” shall mean all applicable federal, state and local laws, statutes, ordinances,
codes, rules, regulations, standards, orders and other governmental requirements of any kind.

1.3 “Employee Taxes” shall mean all taxes, assessments, charges and other amounts whatsoever
payable in respect of, and measured by the wages of, the Vendor's employees (or subcontractors), as
required by the Federal Social Security Act and all amendments thereto and/or any other applicable federal,
state or local law.

1.4 “Purchaser's Destination” shall mean such delivery location(s) or destination(s) as Purchaser
may prescribe from time to time.

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1.5 “Products and Services” shall mean the products and/or services to be sold by Vendor
hereunder as identified and described on Attachment A hereto and incorporated herein, as may be updated
from time to time by Vendor to reflect products and/or services offered by Vendor generally to its customers.

1.6 “Purchase Order” shall mean any authorized written order for Products and Services sent by
Purchaser to Vendor via mail, courier, overnight delivery service, email, fax and/or other mode of transmission
as Purchaser and Vendor may from time to time agree.

1.7 | “Unemployment Insurance” shall mean the contribution required of Vendor, as an employer, in
respect of, and measured by, the wages of its employees (or subcontractors) as required by any applicable
federal, state or local unemployment insurance law or regulation.

1.8 “National Purchasing Partners” or “(NPP)” is a subsidiary of two nonprofit health care systems.
The Government Division of NPP, hereinafter referred to as “NPPGov’, provides group purchasing marketing
and administrative support for governmental entities within the membership. NPPGov's membership includes
participating public entities across North America.

1.9 “Lead Contracting Agency” shall mean the LEAGUE OF OREGON CITIES, which is the
governmental entity that issued the Request for Proposal and awarded this resulting Master Price Agreement.

1.10 “Participating Agencies” shall mean members of National Purchasing Partners for which Vendor
has agreed to extend the terms of this Master Price Agreement pursuant to Article 2.6 and Attachment C
herein. For purposes of cooperative procurement, “Participating Agency” shall be considered “Purchaser”
under the terms of this Agreement.

1.11 “Party” and “Parties” shall mean the Purchaser and Vendor individually and collectively as
applicable.

ARTICLE 2—~ AGREEMENT TO SELL

2.1 Vendor hereby agrees to sell to Purchaser such Products and Services as Purchaser may order
from time to time by Purchase Order, all in accordance with and subject to the terms, covenants and
conditions of this Agreement. Purchaser agrees to purchase those Products and Services ordered by
Purchaser by Purchase Order in accordance with and subject to the terms, covenants and conditions of this
Agreement.

2.2 Vendor may add additional products and services to the contract provided that any additions
reasonably fall within the intent of the original RFP specifications. Pricing on additions shall be equivalent to
the percentage discount for other similar products. Vendor may provide a web-link with current product
listings, which may be updated periodically, as allowed by the terms of the resulting Master Price Agreement.
Vendor may replace or add product lines to an existing contract if the line is replacing or supplementing
products on contract, is equal or superior to the original products offered, is discounted in a similar or to a
greater degree, and if the products meet the requirements of the solicitation. No products may be added to
avoid competitive procurement requirements. LOC may reject any additions without cause.

2.3 All Purchase Orders issued by Purchaser to Vendor for Products during the term (as hereinafter
defined) of this Agreement are subject to the provisions of this Agreement as though fully set forth in such
Purchase Order. The Vendor retains authority to negotiate above and beyond the terms of this Agreement to
meet the Purchaser or Vendor contract requirements. In the event that the provisions of this Agreement
conflict with any Purchase Order issued by Purchaser to Vendor, the provisions of this Agreement shall

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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. 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.

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4.8 Vendor shall have the risk of loss of or damage to any Products until delivery to Purchaser.
Purchaser shall have the risk of loss of or damage to the Products after delivery to Purchaser. Title to
Products shall not transfer until the Products have been delivered to and accepted by Purchaser at
Purchaser's Destination.

ARTICLE 5 — INSURANCE

5.1 During the term of this Agreement, Vendor shall maintain at its own cost and expense (and shall
cause any subcontractor to maintain) insurance policies providing insurance of the kind and in the amounts
generally carried by reasonably prudent manufacturers in the industry, with one or more reputable insurance
companies licensed to do business in Oregon and any other state or jurisdiction where Products and Services
are sold hereunder. Such certificates of insurance shall be made available to the Lead Contracting Agency
upon 48 hours’ notice. BY SIGNING THE AGREEMENT PAGE THE VENDOR AGREES TO THIS
REQUIREMENT AND FAILURE TO MEET THIS REQUIREMENT WILL RESULT IN CANCELLATION OF
THIS MASTER PRICE AGREEMENT.

5.2 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: rfp@ORCities.org

If to Vendor:

CURTIS BLUE LINE

185 Lennon Lane

Suite 110

Walnut Creek CA 94598

ATTN: Nick Lawrence

Email: Nrawrence@LNCurtis.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.

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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: 6168B5EA-9E79-416C-AB12-B3E7DA82EDEC

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 nn oy

38CS46F8869143E
Mike Cully

Signature: __ |

Printed Name:

Title: Executive Director

LEAGUE OF OREGON CITIES
Dated: 5/26/2020

VENDOR:

DocuSigned by:
Signature: | de lawrence
105BA01D3789408,

: Nick Lawrence
Printed Name:

Title; Director, Special Programs
CURTIS BLUE LINE

5/26/2020

Dated:

10

DocuSign Envelope ID: 6168B5EA-9E79-416C-AB12-B3E7DA82EDEC

ATTACHMENT A
to Master Price Agreement by and between VENDOR and PURCHASER.
PRODUCTS, SERVICES, SPECIFICATIONS AND PRICES

CBL’s price schedule includes two separate pricing approaches:
1. Pricing for customers located in the forty-eight contiguous states and Alaska (FOB: Origin)

2. Pricing for the State of Hawaii (FOB: Destination that will be calculated using the following
formula: list price less the brand discount plus an estimated freight charge))

Generally, CBL is offering prices that are equal to our Most Favored Customer prices for items that are
included in our GSA contract to maintain compliance with the terms and conditions of our contractual
agreement with the General Services Adminstration. For those products not included in our GSA contract,
CBL’s proposed prices are generally better than the prices CBL typically offers to our most favored
customer.

CBL’s Pricing Schedule is based upon a fixed percentage (%) off marked prices defined within each of
the individual suppliers’ catalog included in the “Current Catalog” section of Vendor’s proposal:

Cur+B1:G60tis Blue Line Product Catalog
League of Oregon Cities/NPPGov RFQ 2010 “Law Enforcement Equipment”

Product Description

Galvion Body Armor 20

ProTech / Safariland Body Armor 20 1A
Safariland Body Armor | Body Armor 30 1A
ESS Protective Gear 25 1B
Hatch / Safariland Protective Gear 20 1B
Invisio Protective Gear Net 1B
Monadnock / Safariland | Protective Headgear 15 1B
TCI / Safariland Protective Gear 5 1B
ASP Handcuffs and Restraints 20 1¢
Safariland Handcuffs and Restraints 20 1c
ASP Less Lethal Equipment 20 1D
DefenseTech Less Lethal Equipment Net 1D
Hogue Less Lethal Equipment 5 1D
Monadnock / Safariland | Less Lethal Equipment Net 1D
Leupold Surveillance Equipment Net 1E
Night Vision Devices Surveillance Equipment Net 1E
Steiner Surveillance Equipment Net 1E
Zistos Surveillance Equipment Net 1E
Forensics Source Investigations & Evidence Equipment Net 1G
Broco Tactical Equipment 8 1H
CMC Tactical Equipment 10 1H
Paratech Tactical Equipment 2 41H
Safariland Tactical Equipment 20 1H
Streamlight Tactical Equipment 40 1H
Invisio Communications, Radios, and GPS Net 11

DocuSign Envelope ID: 6168B5EA-9E79-416C-AB12-B3E7DA82EDEC.

TCI / Safariland Communications, Radios, and GPS 5 11
Blauer Traffic Safety and Control Equipment 30 1J
Dicke Safety Products | Traffic Safety and Control Equipment 5 1J
Streamlight Traffic Safety and Control Equipment 40 1J
ASP Training and Safety Equipment 20 1K
Federal Signal Vehicle Equipment 20 1L
Bates Duty Gear § 2A
Blackhawk Duty Gear 30 2A
Danner Duty Gear 20 2A
Edward Garments Duty Gear 5 2A
First Tactical Duty Gear 20 2A
Midway Caps Duty Gear 5 2A
Safariland Duty Gear 30 2A
Samuel Broome Duty Gear 5 2A
Under Armor Duty Gear 25 2A
Vertx Duty Gear 30 2A
5.11 Uniforms 20 2B
Blauer Uniforms 30 2B
Fechheimer Uniforms 30 2B
Propper Uniforms 30 2B
Spiewak Uniforms 30 2B
Blackinton Badges and ID Cards 10 2c
Hero's Pride Badges and ID Cards 10 2c
§.11 Concealment and plainclothes 20 2D
Propper Concealment and plainclothes 30 2D
Under Armor Concealment and plainclothes 25 2D
Vertx Concealment and plainclothes 30 2D
5.11 Eyewear 20 2E
ESS Eyewear 25 2E
Revision Eyewear 20 2E
Under Armor Eyewear 25 2E
5.11 Bags 20 2F
Vertx Bags 30 2F
SOG Firearms 26 3A
EOTech Firearms Accessories 10 3B
ESS Firearms Accessories 25 3B
Sig Sauer Ammunition & Training ammunition Net 3c
Surefire Shooting Range Gear 25 3D
Benchmade Knives 25 3E
Gerber Knives 30 3E
TCI / Safariland Tools for Weapons and Ammunition 5 3F
Paratech Specialty Tools 2 4A

Pricing contained in this Attachment A shall be extended to all NPPGov members upon execution of the

Intergovernmental Agreement.

Participating Agencies may purchase from Vendor's authorized dealers and distributors, as applicable,
provided the pricing and terms of this Agreement are extended to Participating Agencies by such dealers and
distributors. Vendor's authorized dealers and distributors, as applicable, are identified in a [list, link found at
http:], as may be updated from time to time. [ A current list may be obtained from Vendor.]

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DocuSign Envelope ID: 6168B5EA-9E79-416C-AB12-B3E7DA82EDEC

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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DocuSign Envelope ID: 6168B5EA-9E79-416C-AB12-B3E7DA82EDEC

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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DocuSign Envelope ID: 6168B5EA-9E79-416C-AB12-B3E7DA82EDEC

ATTACHMENT D

to Master Price Agreement by and between VENDOR and PURCHASER.

Vendor’s Proposal
(The Vendor’s Proposal is not attached hereto.)
(The Vendor's Proposal is incorporated by reference herein.)

DocuSign Envelope ID: 6168B5EA-9E79-416C-AB12-B3E7DA82EDEC

ATTACHMENT E

to Master Price Agreement by and between VENDOR and PURCHASER.

Purchaser’s Request for Proposal
(The Purchaser’s Request for Proposal is not attached hereto.)
(The Purchaser’s Request for Proposal is incorporated by reference herein.)

DocuSign Envelope ID: 6168B5EA-9E79-416C-AB12-B3E7DA82EDEC

ATTACHMENT F

to Master Price Agreement by and between VENDOR and PURCHASER.

ADDITIONAL VENDOR TERMS OF PURCHASE, IF ANY.

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