09 09 25 FD - CPA - Municipal Emergency Services dba Lawmen Supply Company - End Date 05 25 26
Extracted text (via pymupdf)
17454 characters
1
COOPERATIVE PURCHASING AGREEMENT
BETWEEN
THE CITY OF TOLLESON
AND
MUNICIPAL EMERGENCY SERVICES, INC. dba LAWMEN SUPPLY COMPANY
THIS COOPERATIVE PURCHASING AGREEMENT (this “Agreement”) between the CITY OF
TOLLESON, an Arizona municipal corporation, (the “City”), and MUNICIPAL EMERGENCY
SERVICES, INC., a Nevada corporation dba LAWMEN SUPPLY COMPANY (the “Vendor”)
(collectively, “the parties”), is hereby entered into and shall be effective on the last signature
date set forth below.
RECITALS
A.
The League of Oregon Cities, an Oregon public corporation under ORS Chapter 190
(the “Lead Contracting Agency”) and participating government entities that are members of
National Purchasing Partners (“NPP”)(the “Participating Agencies”), entered into an
Intergovernmental Cooperative Purchasing Agreement on March 26, 2020 (the “Cooperative
Contract”).
B.
After completion of a formal competitive solicitation and selection process, the
Lead Contracting Agency then entered into a Master Price Agreement with Vendor dated March
26, 2020, as Request for Proposal No. 1920, for Vendor to Provide Fire Fighter Self Contained
Breathing Apparatus (SCBA) (“Equipment and Services”). The terms of the Agreement and the
Cooperative Contract, and any amendments thereto, are incorporated herein by reference.
C.
The City, as a Participating Agency under the Cooperative Contract is permitted,
pursuant to Section 3-5-7 of the City Code, to make purchases under the Cooperative Contract,
at its discretion and with the agreement of the awarded Vendor, and the Cooperative Contract
permits its cooperative use by other public entities, including the City.
D.
The City and the Vendor desire to enter into this Agreement for the purpose of (i)
acknowledging their cooperative contractual relationship under the Cooperative Contract and
this Agreement, (ii) establishing the terms and conditions by which the Vendor may provide the
City with the required Products, and (iii) setting the maximum aggregate amount to be expended
pursuant to this Agreement related to the Equipment and Services.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which are
incorporated herein by reference, the following mutual covenants and conditions, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the City and the Vendor hereby agree as follows:
2
1.
Term of Agreement. This Agreement shall be effective on the last signature date
set forth below and shall remain in full force and effect until May 25, 2026 (the “Term”) unless
terminated as otherwise provided in this Agreement or the Cooperative Contract.
2.
Scope of Work. This is an indefinite quantity and indefinite delivery, i.e., as needed
as determined by the City, Agreement for Equipment and Services under the terms and
conditions of the Cooperative Contract. The City does not guarantee that any minimum or
maximum number of purchases will be made pursuant to this Agreement. Purchases will only be
made when the City identifies a need and proper authorization and documentation have been
approved. For purchase(s) determined by the City to be appropriate for this Agreement, the
Vendor shall provide the Equipment and Services to the City in such quantities and configurations
agreed upon between the parties, in a written invoice, quote, Purchase Order or other form of
written agreement describing the work to be completed (each, a “Purchase Order”). Each
Purchase Order approved and accepted by the parties pursuant to this Agreement shall (i)
contain a reference to this Agreement and the Cooperative Contract and (ii) be attached hereto
as Exhibit A and incorporated herein by reference. Purchase Orders submitted without
referencing this Agreement and the Cooperative Contract will be subject to rejection.
2.1
Inspection; Acceptance. All Equipment and Services are subject to final
inspection and acceptance by the City. Equipment and Services failing to conform to the
requirements of this Agreement and/or the Cooperative Contract will be held at Vendor’s risk
and may be returned to the Vendor. If so returned, all costs are the responsibility of the Vendor.
Upon discovery of non-conforming Equipment and Services, the City may elect to do any or all of
the following by written notice to the Vendor: (i) waive the non-conformance; (ii) stop the work
immediately; or (iii) bring the Equipment and Services into compliance and withhold the cost of
same from any payments due to the Vendor.
2.2
Cancellation. The City reserves the right to cancel Purchase Orders within
a reasonable period of time after issuance. Should a Purchase Order be canceled, the City agrees
to reimburse the Vendor, but only for actual and documentable costs incurred by the Vendor due
to and after issuance of the Purchase Order. The City will not reimburse the Vendor for any costs
incurred after receipt of City notice of cancellation, or for lost profits, shipment of product prior
to issuance of Purchase Order or for anything not expressly permitted pursuant to this
Agreement.
3.
Compensation. The City’s payments to the Vendor (if any) shall not exceed an
aggregate amount of $350,000.00 for each fiscal year, July 1st through June 30th, for the
Equipment and Services at payment rates that shall be agreed upon by the parties. If an entire
fiscal year does not fall within the Term of this Agreement, the aggregate compensation limit for
that partial year shall be reduced to an amount equal to the compensation limit multiplied by a
factor having as its numerator the number of days in the partial fiscal year and as its denominator
the number three hundred sixty-five (365).
4.
Payments. The City shall pay the Vendor based upon acceptance and delivery of
Equipment and Services performed and completed to date, and upon submission and approval
3
of invoices. Each invoice shall (i) contain a reference to this Agreement and the Cooperative
Contract and (ii) document and itemize all work completed to date. The invoice statement shall
include a record of materials delivered, time expended, and work performed in sufficient detail
to justify payment. Additionally, invoices submitted without referencing this Agreement and the
Cooperative Contract will be subject to rejection and may be returned.
5.
Records and Audit Rights. To ensure that the Vendor and its subcontractors are
complying with the warranty under Section 6 below, Vendor’s and its subcontractors’ books,
records, correspondence, accounting procedures and practices, and any other supporting
evidence relating to this Agreement, including the papers of any Vendor and its subcontractors’
employees who perform any work or services pursuant to this Agreement (all of the foregoing
hereinafter referred to as “Records”), shall be open to inspection and subject to audit and/or
reproduction during normal working hours by the City, to the extent necessary to adequately
permit evaluation of the Vendor’s and its subcontractors’ compliance with the Arizona employer
sanctions laws referenced in Section 6 below. To the extent necessary for the City to audit
Records as set forth in this Section, Vendor and its subcontractors hereby waive any rights to
keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed
costs or units expended, the City shall have access to said Records, even if located at its
subcontractors’ facilities, from the effective date of this Agreement for the duration of the work
and until three years after the date of final payment by the City to Vendor pursuant to this
Agreement. Vendor and its subcontractors shall provide the City with adequate and appropriate
workspace so that the City can conduct audits in compliance with the provisions of this Section.
The City shall give Vendor or its subcontractors reasonable advance notice of intended audits.
Vendor shall require its subcontractors to comply with the provisions of this Section by insertion
of the requirements hereof in any subcontract pursuant to this Agreement.
6.
E-verify Requirements. To the extent applicable under A.R.S. § 41-4401, the
Vendor and its subcontractors warrant compliance with all federal immigration laws and
regulations that relate to their employees and their compliance with the E-verify requirements
under A.R.S. § 23-214(A). Vendor’s or its subcontractors’ failure to comply with such warranty
shall be deemed a material breach of this Agreement and may result in the termination of this
Agreement by the City.
7.
Conflict of Interest. This Agreement may be canceled by the City pursuant to A.R.S.
§ 38-511.
8.
Applicable Law; Venue. This Agreement shall be governed by the laws of the State
of Arizona and a suit pertaining to this Agreement may be brought only in courts in Maricopa
County, Arizona.
9.
Agreement Subject to Appropriation. The City is obligated only to pay its
obligations set forth in this Agreement as may lawfully be made from funds appropriated and
budgeted for that purpose during the City’s then current fiscal year. The City’s obligations under
this Agreement are current expenses subject to the “budget law” and the unfettered legislative
discretion of the City concerning budgeted purposes and appropriation of funds. Should the City
4
elect not to appropriate and budget funds to pay its Agreement obligations, this Agreement shall
be deemed terminated at the end of the then-current fiscal year term for which such funds were
appropriated and budgeted for such purpose and the City shall be relieved of any subsequent
obligation under this Agreement. The parties agree that the City has no obligation or duty of good
faith to budget or appropriate the payment of the City’s obligations set forth in this Agreement
in any budget in any fiscal year other than the fiscal year in which this Agreement is executed and
delivered. The City shall be the sole judge and authority in determining the availability of funds
for its obligations under this Agreement. The City shall keep Vendor informed as to the availability
of funds for this Agreement. The obligation of the City to make any payment pursuant to this
Agreement is not a general obligation or indebtedness of the City. Vendor hereby waives any
and all rights to bring any claim against the City from or relating in any way to the City’s
termination of this Agreement pursuant to this section.
10.
Conflicting Terms. In the event of any inconsistency, conflict, or ambiguity among
the terms of this Agreement, any City-approved Purchase Orders, the Cooperative Contract, and
invoices, the documents shall govern in the order listed herein. Notwithstanding the foregoing,
and in conformity with Section 2 above, unauthorized exceptions, conditions, limitations, or
provisions in conflict with the terms of this Agreement or the Cooperative Contract (collectively,
the “Unauthorized Conditions”), other than the City’s project-specific requirements, are
expressly declared void and shall be of no force and effect. Acceptance by the City of any
Purchase Order or invoice containing any such Unauthorized Conditions or failure to demand full
compliance with the terms and conditions set forth in this Agreement or under the Cooperative
Contract shall not alter such terms and conditions or relieve Vendor from, nor be construed or
deemed a waiver of, its requirements and obligations in the performance of this Agreement.
11.
Rights and Privileges. To the extent provided under the Cooperative Contract, the
City shall be afforded all of the rights and privileges afforded to the Lead Contracting Agency and
shall be “Lead Contracting Agency” (as defined in the Cooperative Contract and Master Plan
Agreement) for the purposes of the portions of the Cooperative Contract that are incorporated
herein by reference.
12.
Indemnification; Insurance. In addition to and in no way limiting the provisions set
forth in Section 11 above, the City shall be afforded all of the insurance coverage and
indemnifications afforded to the Lead Public Agency to the extent provided under the
Cooperative Contract, and such insurance coverage and indemnifications shall inure and apply
with equal effect to the City under this Agreement including, but not limited to, the Vendor’s
obligation to provide the indemnification and insurance. In any event, the Vendor shall
indemnify, defend and hold harmless the City and each council member, officer, employee or
agent thereof (the City and any such person being herein called an “Indemnified Party”), for, from
and against any and all losses, claims, damages, liabilities, costs and expenses (including, but not
limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings) to
which any such Indemnified Party may become subject, under any theory of liability whatsoever
(“Claims”), insofar as such Claims (or actions in respect thereof) relate to, arise out of, or are
caused by or based upon the negligent acts, intentional misconduct, errors, mistakes or
5
omissions, in connection with the work or services of the Vendor, its officers, employees, agents,
or any tier of subcontractor in the performance of this Agreement.
13.
Israel. To the extent A.R.S. § 35-393 through § 35-393.03 is applicable, Vendor
certifies that it is not currently engaged in, and agrees for the duration of this Agreement that it
will not engage in, a boycott of goods and services from Israel, as that term is defined in A.R.S. §
35-393.
14.
China. Pursuant to and in compliance with A.R.S. § 35-394, Vendor hereby agrees
and certifies that it does not currently, and agrees for the duration of this Agreement that Vendor
will not, use: (i) the forced labor of ethnic Uyghurs in the People’s Republic of China; (ii) any goods
or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China; or
(iii) 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. Vendor also
hereby agrees to indemnify and hold harmless the City, its officials, employees, and agents from
any claims or causes of action relating to the City’s action based upon reliance upon this
representation, including the payment of all costs and attorney fees incurred by the City in
defending such as action.
15.
Notices and Requests. Any notice or other communication required or permitted
to be given under this Agreement shall be in writing and shall be deemed to have been duly given
if (i) delivered to the party at the address set forth below, (ii) deposited in the U.S. Mail,
registered or certified, return receipt requested, to the address set forth below or (iii) given to a
recognized and reputable overnight delivery service, to the address set forth below:
If to the City:
City of Tolleson
9055 W. Van Buren Street
Tolleson, Arizona 85353
Attn: Crystal Zamora, City Clerk
With copy to:
Pierce Coleman PLLC
17851 North 85th Street, Suite 175
Scottsdale, Arizona 85255
Attn: Justin Pierce, City Attorney
If to Vendor:
Municipal Emergency Services, Inc.
dba Lawmen Supply Company
12 Turnberry Lane, 2nd Floor
Sandyhook, Connecticut 06482
Attn: Seth Cosans
or at such other address, and to the attention of such other person or officer, as any party may
designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed
received: (i) when delivered to the party, (ii) three business days after being placed in the U.S.
Mail, properly addressed, with sufficient postage or (iii) the following business day after being
6
given to a recognized overnight delivery service, with the person giving the notice paying all
required charges and instructing the delivery service to deliver on the following business day. If
a copy of a notice is also given to a party’s counsel or other recipient, the provisions above
governing the date on which a notice is deemed to have been received by a party shall mean and
refer to the date on which the party, and not its counsel or other recipient to which a copy of the
notice may be sent, is deemed to have received the notice.
[SIGNATURES ON THE FOLLOWING PAGE(S).]
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
7
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and year last set forth below.
“City”
CITY OF TOLLESON,
an Arizona municipal corporation
________________________________
Reyes Medrano, Jr., City Manager
DATE
ATTEST:
________________________________
Crystal Zamora, City Clerk
APPROVED AS TO FORM:
________________________________
Justin S. Pierce
Pierce Coleman PLLC
City Attorney
“Vendor”
MUNICIPAL EMERGENCY SERVICES, INC.
a Nevada corporation dba LAWMEN SUPPLY COMPANY
By: ___________________________
Name: ________________________
DATE
Its:
8
EXHIBIT A
TO
COOPERATIVE PURCHASING AGREEMENT
BETWEEN
THE CITY OF TOLLESON
AND
MUNICIPAL EMERGENCY SERVICES, INC. dba LAWMEN SUPPLY COMPANY
[Purchase Order]
See following pages (to be added subsequent to execution).