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HomeMy WebLinkAboutCity of Tamarac Resolution R-2016-027C Temp. Reso. #TR12756 Page 1 March 9, 2016 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2016- a7 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO SELECT MUNICIPAL EMERGENCY SERVICES, INC (MES) AS THE VENDOR FOR THE PURCHASE AND DISTRIBUTION OF SELF-CONTAINED BREATHING APPARATUS (SCBA) FIREFIGHTER EQUIPMENT AND ACCESSORIES, ACCEPT ITEMIZED PRICING PROVIDED BY MES FOR SAID EQUIPMENT, AND PROCURE SAID EQUIPMENT ON BEHALF OF THE COALITION OF CITIES PARTICIPATING IN THE REGIONAL ASSISTANCE TO FIREFIGHTERS GRANT (AFG) PROGRAM AWARD AT A COST OF NOT TO EXCEED $3,060,750, UTILIZING THE NATIONAL PURCHASING PARTNERS AGREEMENT PURSUANT TO AN AGREEMENT COMPETITIVELY BID AND AWARDED VIA REQUEST FOR PROPOSAL 2013-1 FOR FIRE TURNOUTS AND FIRE RELATED EQUIPMENT AS AWARDED BY THE SOUTH DAVIS METRO FIRE AGENCY; APPROVING OF FUNDING FROM THE APPROPRIATE CAPITAL IMPROVEMENT ACCOUNTS; AUTHORIZING BUDGET AMENDMENTS FOR PROPER ACCOUNTING PURPOSES; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Tamarac wishes to provide high quality fire rescue services to residents, businesses and visitors to Tamarac; and WHEREAS, the City Commission of the City of Tamarac supports protecting the health and safety of Tamarac Fire Rescue personnel and those of Broward County; and WHEREAS, the U.S. Department of Homeland Security (DHS), through the Federal Emergency Management Agency (FEMA), provides grants to local governments for Temp. Reso. #TR12756 Page 2 March 9, 2016 firefighter personal protective equipment through the Assistance to Firefighters Grant (AFG) Program; and WHEREAS, the City of Tamarac and a coalition of neighboring cities applied for a regional AFG grant and successfully received notice of award for the provision of self- contained breathing apparatus (SCBA) firefighter equipment and accessories in the amount of $3,060,750 as shown in the FY2014 AFG award correspondence attached hereto as Exhibit A and is incorporated herein by this reference; and WHEREAS, FEMA requires and the City of Tamarac agreed to serve as host agency to administer this regional AFG award, and purchase and distribute said firefighter equipment on behalf of the coalition of cities included under the December 2014 Memorandum of Understanding (MOU) executed under Tamarac Municipal Resolution R2014-130 attached hereto as Exhibit B and is incorporated herein by this reference; and WHEREAS, FEMA permits and the City will purchase said firefighter equipment utilizing the National Purchasing Partners Agreement pursuant to an agreement competitively bid and awarded via request for proposal 2013-1 for fire turnouts and fire related equipment as awarded by the South Davis Metro Fire Agency, which is attached hereto as Exhibit C and is incorporated herein by this reference; and WHEREAS, Municipal Emergency Services, Inc. (MES) is a bonafide vendor under the National Purchasing Partners Agreement; and Temp. Reso. #TR12756 Page 3 March 9, 2016 WHEREAS, Tamarac Fire Rescue obtained itemized pricing through MES for self- contained breathing apparatus (SCBA) firefighter equipment and accessories utilizing the National Purchasing Partners Agreement in the amount of $3,058,400 which is attached hereto as Exhibit D and is incorporated herein by this reference and; WHEREAS, the Director of Financial Services and Fire Chief recommend the selection of MES as the vendor and acceptance of the itemized pricing provided by MES for the purchase and distribution of said firefighter equipment on behalf of the coalition of cities included under the MOU in an amount not to exceed $3,060,750; and WHEREAS, the City Commission of the City of Tamarac, Florida, deems it to be in the best interest of the citizens and residents of the City of Tamarac to authorize the appropriate City Officials to select MES as the vendor for the purchase and distribution of self-contained breathing apparatus (SCBA) firefighter equipment and accessories, and to accept the itemized pricing provided by MES for said firefighter equipment, and to procure said equipment on behalf of the coalition of cities under the MOU in an amount not to exceed $3,060,750; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: SECTION 1: The foregoing "WHEREAS" clauses are HEREBY ratified and confirmed as being true and correct and are HEREBY made a specific part of this Temp. Reso. #TR12756 Page 4 March 9, 2016 Resolution. All exhibits attached hereto are incorporated herein and made a specific part of this Resolution. SECTION 2: The City Commission of the City of Tamarac HEREBY authorizes the appropriate City Officials to select Municipal Emergency Services, Inc. as the vendor for the purchase and distribution of self-contained breathing apparatus (SCBA) firefighter equipment and accessories in accordance with the National Purchasing Partners Agreement pursuant to an agreement competitively bid and awarded via request for proposal 2013-1 for fire turnouts and fire related equipment as awarded by the South Davis Metro Fire Agency. SECTION 3: The City Commission of the City of Tamarac HEREBY authorizes the appropriate City Officials to accept the itemized pricing provided by MES for said firefighter equipment, and to procure said equipment on behalf of the coalition of cities under the MOU in an amount not to exceed $3,060,750. SECTION 4: All Resolutions or parts of Resolutions in conflict herewith are HEREBY repealed to the extent of such conflict. SECTION 5: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. Temp. Reso. #TR12756 Page 5 March 9, 2016 SECTION 6: This Resolution shall become effective immediately upon adoption. PASSED, ADOPTED AND APPROVED this day of M(tw',', 2016. 1"-/- +iARR"(DR SSLER MAYOR ATTEST: PATRICIA TEUF MC CITY CLERK RECORD OF COMMISSION VOTE: MAYOR DRESSLER �� DIST 1: COMM. BUSHNELL DIST 2: COMM. GOMEZ LAM DIST 3: VICE MAYOR GLASSER DIST 4: COMM. PLACKO I HEREBY CERTIFY THAT I HAVE APPROVED THIS RESOLUTION AS TO FORM SAM EL S. GOR CITY ATTORNEY View Award Package Page 1 of 24 E Ar Award Package https://eservices. fema. gov/F emaFireGrantlfiregrantlj sp/fire_adminlawards/spec/view_awar... 2/ 17/2016 View Award Package Page 2 of 24 U. S. Department of Homeland Security Washington, D.C. 20472 r im MA VD SF . Mr. Michael Gresek City of Tamarac Fire Rescue 7525 NW 88th Avenue Tamarac, Florida 33321-6414 Re: Award No.EMW 2014-FR-00210 Dear Mr. Gresek: Congratulations, on behalf of the Department of Homeland Security, your application for financial assistance submitted under the Fiscal Year (FY) 2014 Assistance to Firefighters Grant has been approved in the amount of $2,782,500.00. As a condition of this award, you are required to contribute a cost match in the amount of $278,250.00 of non -Federal funds, or 10 percent of the Federal contribution of $2,782,500.00. Before you request and receive any of the Federal funds awarded to you, you must establish acceptance of the award through the Assistance to Firefighters Grant Programs' a -grant system. By accepting this award, you acknowledge that the terms of the following documents are incorporated into the terms of your award: • Summary Award Memo • Agreement Articles (attached to this Award Letter) • Obligating Document (attached to this Award Letter) • FY 2014 Assistance to Firefighters Grant Funding Opportunity Announcement. Please make sure you read, understand, and maintain a copy of these documents in your official file for this award. Prior to requesting Federal funds, all recipients are required to register in the System for Award Management (SAM.gov). As the recipient, you must register and maintain current information in SAM.gov until you submit the final financial report required under this award or receive the final payment, whichever is later. This requires that the recipient review and update the information annually after the initial registration, and more frequently for changes in your information. There is no charge to register in SAM.gov. Your registration must be completed on-line at https://www.sam.clov/portal/public/SAM/. It is your entity's responsibility to have a valid DUNS number at the time of registration. In order to establish acceptance of the award and its terms, please follow these instructions: Step 1: Please go to https://portal.fema..qov to accept or decline your award. This will take you to the Assistance to Firefighters eGrants system. Enter your User Name and Password as requested on the login screen. Your User Name and Password are the same as those used to complete the application on-line. Once you are in the system, the Status page will be the first screen you see. On the right side of the Status screen, you will see a column entitled Action: In this column, please select the View Award Package from the drop down menu. Click Go to view your award package and indicate your acceptance or declination of award. PLEASE NOTE: your period of performance has begun. If you wish to accept your grant, you should do so immediately. When you have finished, we recommend printing your award package for your records. Step 2: If you accept your award, you will see a link on the left side of the screen that says "Update 1199A" in the Action column. Click this link. This link will take you to the SF-1199A, Direct Deposit Sign-up Form. Please complete the SF-1199A on-line if you have not done so already. When you have finished, you must submit https://eservices. fema.govIFemaFireGrantlfiregrantlj splfire_adminlawards/speclview_awar... 2/ 17/2016 View Award Package Page 3 of 24 the form electronically. Then, using the Print 1199A Button, print a copy and take it to your bank to have the bottom portion completed. Make sure your application number is on the form. After your bank has filled out their portion of the form, you must fax a copy of the form to FEMA's SF-1199 Processing Staff at 301-998- 8699. You should keep the original form in your grant files. After the faxed version of your SF 1199A has been reviewed you will receive an email indicating the form is approved. Once approved you will be able to request payments online. If you have any questions or concerns regarding your 1199A, or the process to request your funds, please call (866) 274-0960. Sincerely, b Brian E. Kamoie Assistant Administrator for Grant Programs https://eservices.fema.gov/FemaFireGrant/firegrantlj sp/fire_adminlawards/spec/view_awar... 2/ 17/2016 View Award Package Page 4 of 24 https ://eservices. fema. gov/FemaFireGrantlfire grantlj sp/fire_adminlawards/spec/view_awar... 2/ 17/2016 View Award Package Page 5 of 24 Summary Award Memo SUMMARY OF ASSISTANCE ACTION ASSISTANCE TO FIREFIGHTERS GRANT PROGRAM Application INSTRUMENT: GRANT AGREEMENT NUMBER: EMW-2014-FR-00210 GRANTEE: City of Tamarac Fire Rescue DUNS NUMBER: 077270940 AMOUNT: $3,060,750.00, Regional Request Project Description The purpose of the Assistance to Firefighters Program is to protect the health and safety of the public and firefighting personnel against fire and fire -related hazards. After careful consideration, FEMA has determined that the recipient's project or projects submitted as part of the recipient's application, and detailed in the project narrative as well as the request details section of the application - including budget information - was consistent with the Assistance to Firefighters Grant program's purpose and worthy of award. The projects approved for funding are indicated by the budget or negotiation comments below. The recipient shall perform the work described in the grant application for the recipient's approved project or projects as itemized in the request details section of the application and further described in the grant application narrative. The content of the approved portions of the application - along with any documents submitted with the recipient's application - are incorporated by reference into the terms of the recipient's award. The recipient may not change or make any material deviations from the approved scope of work outlined in the above referenced sections of the application without prior written approval, via amendment request, from FEMA. Period of Performance 15-JUL-15 to 14-JUL-16 Amount Awarded The amount of the award is detailed in the attached Obligating Document for Award. The following are the budgeted estimates for object classes for this grant (including Federal share plus recipient match): Personnel: $0.00 Fringe Benefits $0.00 Travel $0.00 Equipment $3,060,750.00 Supplies $0.00 Contractual $0.00 Construction $0.00 Other $0.00 Indirect Charges $0.00 State Taxes $0.00 https ://e services. fema. govIFemaFire Grantlfiregrantlj splfire_adminlawards/speclview_awar... 2/ 17/2016 View Award Package Page 6 of 24 Total $3,060,750.00 NEGOTIATION COMMENTS IF APPLICABLE (max 8000 characters) The Program Office has made the following reductions to your grant: The approved cost for the SCBA with face pieces with cylinder is 371 at $7,000 each. Funding is not approved for the item(s) requested under the Additional Funding line item. Therefore, they have recommended the award at this level: Total budget $3,060,750 Federal share $2,782,500 Applicant share $278,250 Any questions pertaining to your award package, please contact your GPD Grants Management Specialist: Chanee Williams at Chanee.Williams@fema.dhs.gov. FEMA Officials Program Officer: The Program Specialist is responsible for the technical monitoring of the stages of work and technical performance of the activities described in the approved grant application. If you have any programmatic questions regarding your grant, please call the AFG Help Desk at 866-274-0960 to be directed to a program specialist. Grants Assistance Officer: The Assistance Officer is the Federal official responsible for negotiating, administering, and executing all grant business matters. The Officer conducts the final business review of all grant awards and permits the obligation of federal funds. If you have any questions regarding your grant please call ASK-GMD at 866-927-5646 to be directed to a Grants Management Specialist. Grants Operations POC: The Grants Management Specialist shall be contacted to address all financial and administrative grant business matters for this grant award. If you have any questions regarding your grant please call ASK-GMD at 866-927-5646 to be directed to a specialist. ADDITIONAL REQUIREMENTS (IF APPLICABLE) (max 8000 characters) The Program Office has made the following reductions to your grant: The approved cost for the SCBA with face pieces with cylinder is 371 at $7,000 each. Funding is not approved for the item(s) requested under the Additional Funding line item. Therefore, they have recommended the award at this level: Total budget $3,060,750 Federal share $2,782,500 Applicant share $278,250 Any questions pertaining to your award package, please contact your GPD Grants Management Specialist: Chanee Williams at Chanee.Williams@fema.dhs.gov. https ://eservices. fema. gov/FemaFireGrant/firegrantlj sp/fire_adminlawards/spec/view_awar... 2/ 17/2016 View Award Package Page 7 of 24 https:Heservices.fema.gov/FemaFireGrant/firegrant/j sp/fire_admin/awards/spec/view_awar... 2/17/2016 View Award Package Page 8 of 24 https://eservices.fema.gov/FemaFireGrant/firegrant/j sp/fire_admin/awards/speclview_awar... 2/ 17/2016 View Award Package Page 9 of 24 Agreement Articles U.S. Department of Homeland Security a .' FEMA Washington, D.C. 20472 U AGREEMENT ARTICLES ASSISTANCE TO FIREFIGHTERS GRANT PROGRAM - Regional Request GRANTEE: City of Tamarac Fire Rescue PROGRAM: Regional Request AGREEMENT NUMBER: EMW-2014-FR-00210 AMENDMENT NUMBER: TABLE OF CONTENTS Article I Assurances, Administrative Requirements and Cost Principles Article II Acknowledgement of Federal Funding from DHS Article III Activities Conducted Abroad Article IV Age Discrimination Act of 1975 Article V Americans with Disabilities Act of 1990 Article VI Best Practices for Collection and Use of Personally Identifiable Information (PII) Article VII Title VI of the Civil Rights Act of 1964 Article VIII Civil Right Act of 1968 Article IX Copyright Article X Debarment and Suspension Article XI Drug -Free Workplace Regulations Article XII Duplication of Benefits Article XIII Energy Policy and Conservation Act Article XIV Reporting Subawards and Executive Compensation Article XV False Claims Act and Program Fraud Civil Remedies Article XVI Federal Debt Status Article XVII Fly America Act of 1974 Article XVIII Hotel and Motel Safety Act of 1990 Limited English Proficiency (Civil Rights Act of 1964, Article XIX Title VI) Article XX Lobbying Prohibitions https :Heservices.fema. gov/FemaFireGrant/firegrantlj sp/fire_admin/awards/spec/view_awar... 2/ 17/2016 View Award Package Page 10 of 24 Article XXI Non -supplanting Requirement Article XXII Patents and Intellectual Property Rights Article XXIII Procurement of Recovered Materials Article XXIV Contract Provisions for Non-federal Entity Contracts under Federal Awards Article XXV SAFECOM Article XXVI Terrorist Financing E.O. 13224 Article XXVII Title IX of the Education Amendments of 1972 (Equal Opportunity in Education Act) Article XXVII Trafficking Victims Protection Act of 2000 Article XXIX Rehabilitation Act of 1973 Article XXX USA Patriot Act of 2001 Article XXXI Use of DHS Seal, Logo and Flags Article XXXII Whistleblower Protection Act Article XXXIII DHS Specific Acknowledgements and Assurances Article XXXIV System of Award Management and Universal Identifier Requirements Article XXXV Animal Welfare Act of 1966 Article XXXVI Protection of Human Subjects Article XXXVII Incorporation by Reference of Funding Opportunity Announcement Article XXXVIII Acceptance of Post Award Changes Assurances, Administrative Requirements and Cost Principles Recipients of DHS federal financial assistance must complete OMB Standard Form 424E Assurances — Non -Construction Programs. Certain assurances in this document may not be applicable to your program, and the awarding agency may require applicants to certify additional assurances. Please contact the program awarding office if you have any questions. The administrative requirements and cost principles that apply to DHS award recipients originate from: 2 C.F.R. Part 200, Uniform Administrative Requirement, Cost Principles, and Audit Requirements for Federal Awards, as adopted by DHS at 2 C.F.R. Part 3002. It. Acknowledgement of Federal Funding from DHS All recipients must acknowledge their use of federal funding when issuing statements, press releases, requests for proposals, bid invitations, and other documents describing projects or programs funded in whole or in part with Federal funds. II1. Activities Conducted Abroad All recipients must ensure that project activities carried on outside the United States are coordinated as necessary with appropriate government authorities and that appropriate licenses, permits, or approvals are obtained. https: //eservices. fema. govIFemaFireGrantlfiregrantlj splfire_admin/awardslspeclview_awar... 2/ 17/2016 View Award Package Page 11 of 24 IV. Age Discrimination Act of 1975 All recipients must comply with the requirements of the Age Discrimination Act of 1975 (42 U.S.C. 6101 et sea.), which prohibits discrimination on the basis of age in any program or activity receiving Federal financial assistance. V. Americans with Disabilities Act of 1990 All recipients must comply with the requirements of Titles I, II, and III of the Americans with Disabilities Act, which prohibits recipients from discriminating on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12101-12213). VI. Best Practices for Collection and Use of Personally Identifiable Information (Pil) All recipients who collect PII are required to have a publically-available privacy policy that describes what PII they collect, how they use the PII, whether they share PII with third parties, and how individuals may have their PII corrected where appropriate. Award recipients may also find as a useful resource the DHS Privacy Impact Assessments: Privacy Guidance and Privacy template respectively. VII. Title VI of the Civil Rights Act of 1964 All recipients must comply with the requirements of Title VI of the Civil Rights Act of 1964 (42 U.S.C. � 2000d et seg.), which provides that no person in the United States will, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance. Implementing regulations for the Act are found at 6 C.F.R. Part 21 and 44 C.F.R. Part 7. VIII. Civil Rights Act of 1968 All recipients must comply with Title VIII of the Civil Rights Act of 1968, which prohibits recipients from discriminating in the sale, rental, financing, and advertising of dwellings, or in the provision of services in connection therewith, on the basis of race, color, national origin, religion, disability, familial status, and sex (42 U.S.C. & 3601 et seg.), as implemented by the Department of Housing and Urban Development at 24 C.F.R. Part 100. The prohibition on disability discrimination includes the requirement that new multifamily housing with four or more dwelling units—i.e., the public and common use areas and individual apartment units (all units in buildings with elevators and ground -floor units in buildings without elevators) —be designed and constructed with certain accessible features (see 24 C.F.R. § 100.201). IX. Copyright All recipients must affix the applicable copyright notices of 17 U.S.C. §§ 401 or 402 and an acknowledgement of Government sponsorship (including award number) to any work first produced under Federal financial assistance awards, unless the work includes any information that is otherwise controlled by the Government (e.g., classified information or other information subject to national security or export control laws or regulations). https://eeervices.fema.gov/FemaFireGrant/firegrant/j sp/fire_admin/awards/spec/view_awar... 2/17/2016 View Award Package Page 12 of 24 X. Debarment and Suspension All recipients must comply with Executive Orders 12549 and 12689, which provide protection against waste, fraud and abuse by debarring or suspending those persons deemed irresponsible in their dealings with the Federal government. XI. Drug -Free Workplace Regulations All recipients must comply with the Drug -Free Workplace Act of 1988 (41 U.S.C. 701 et sea.), which requires that all organizations receiving grants from any Federal agency agree to maintain a drug -free workplace. DHS has adopted the Act's implementing regulations at 2 C.F.R Part 3001. XI I. Duplication of Benefits Any cost allocable to a particular Federal award provided for in 2 C.F.R. Part 200, Subpart E may not be charged to other Federal awards to overcome fund deficiencies, to avoid restrictions imposed by Federal statutes, regulations, or terms and conditions of the Federal awards, or for other reasons. However, this prohibition would not preclude the non -Federal entity from shifting costs that are allowable under two or more Federal awards in accordance with existing Federal statutes, regulations, or the terms and conditions of the Federal awards. XI II. Energy Policy and Conservation Act All recipients must comply with the requirements of 42 U.S.C. § 6201 which contain policies relating to energy efficiency that are defined in the state energy conservation plan issues in compliance with this Act. XIV. Reporting Subawards and Executive Compensation a. Reporting of first -tier subawards. 1. Applicability. Unless you are exempt as provided in paragraph d. of this award term, you must report each action that obligates $25,000 or more in Federal funds that does not include Recovery funds (as defined in section 1512(a)(2) of the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5) for a subaward to an entity (see definitions in paragraph e. of this award term). 2. Where and when to report. i. You must report each obligating action described in paragraph a.1. of this award term to httpJ/www.fsrs.gov. ii. For subaward information, report no later than the end of the month following the month in which the obligation was made. (For example, if the obligation was made on November 7, 2010, the obligation must be reported by no later than December 31, 2010.) https://eservices.fema.govIFemaFireGrantlfiregrant/j splfire_adminlawards/speclview_awar... 2/17/2016 View Award Package Page 13 of 24 3. What to report. You must report the information about each obligating action that the submission instructions posted at http://www.fsrs.gov specify. b. Reporting Total Compensation of Recipient Executives. 1. Applicability and what to report. You must report total compensation for each of your five most highly compensated executives for the preceding completed fiscal year, if— i. the total Federal funding authorized to date under this award is $25,000 or more; ii. in the preceding fiscal year, you received — (A) 80 percent or more of your annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and (B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and iii. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http.//www. sec. gov/answers/execomp. htm. ) 2, Where and when to report. You must report executive total compensation described in paragraph b.1. of this award term: i. As part of your registration profile at https://www.sam.gov. ii. By the end of the month following the month in which this award is made, and annually thereafter. c. Reporting of Total Compensation of Subrecipient Executives. 1. Applicability and what to report. Unless you are exempt as provided in paragraph d. of this award term, for each first -tier subrecipient under this award, you shall report the names and total compensation of each of the subrecipient's five most highly compensated executives for the subrecipient's preceding completed fiscal year, if— i. in the subrecipient's preceding fiscal year, the subrecipient received— https:Heservices. fema.gov/FemaFireGrantlfiregrantlj sp/fire_adminlawards/spec/view_awar... 2/ 17/2016 View Award Package Page 14 of 24 (A) 80 percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and (B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts), and Federal financial assistance subject to the Transparency Act (and subawards); and ii. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www. sec. gov/answerslexecomp. htm. ) 2. Where and when to report. You must report subrecipient executive total compensation described in paragraph c.1. of this award term: i. To the recipient. ii. By the end of the month following the month during which you make the subaward. For example, if a subaward is obligated on any date during the month of October of a given year (i.e., between October 1 and 31), you must report any required compensation information of the subrecipient by November 30 of that year. d. Exemptions If, in the previous tax year, you had gross income, from all sources, under $300,000, you are exempt from the requirements to report: i. Subawards, and ii. The total compensation of the five most highly compensated executives of any subrecipient. e. Definitions. For purposes of this award term: 1. Entity means all of the following, as defined in 2 CFR part 25: i. A Governmental organization, which is a State, local government, or Indian tribe; ii. A foreign public entity; https://eservices. fema. govIFemaFireGrantlfiregrantlj splfire_adminlawards/speclview_awar... 2/ 17/2016 View Award Package Page 15 of 24 iii. A domestic or foreign nonprofit organization; iv. A domestic or foreign for -profit organization; v. A Federal agency, but only as a subrecipient under an award or subaward to a non -Federal entity. 2. Executive means officers, managing partners, or any other employees in management positions. 3. Subaward. i. This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the recipient award to an eligible subrecipient. ii. The term does not include your procurement of property and services needed to carry out the project or program (for further explanation, see Sec. _ .210 of the attachment to OMB Circular A-133, "Audits of States, Local Governments, and Non -Profit Organizations"). iii. A subaward may be provided through any legal agreement, including an agreement that you or a subrecipient considers a contract. 4. Subrecipient means an entity that: i. Receives a subaward from you (the recipient) under this award; and ii. Is accountable to you for the use of the Federal funds provided by the subaward. 5. Total compensation means the cash and noncash dollar value earned by the executive during the recipient's or subrecipient's preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)): i. Salary and bonus. ii. Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments. iii. Earnings for services under non -equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees. https:Heservices.fema. gov/FemaFireGrantlflregrant/j sp/fire_adminlawards/spec/view_awar... 2/ 17/2016 View Award Package Page 16 of 24 iv. Change in pension value. This is the change in present value of defined benefit and actuarial pension plans. v. Above -market earnings on deferred compensation which is not tax -qualified. vi. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000. XV. False Claims Act and Program Fraud Civil Remedies All recipients must comply with the requirements of 31 U.S.C. W29 which set forth that no recipient of federal payments shall submit a false claim for payment. See also 38 U.S.C. § 3801-3812 which details the administrative remedies for false claims and statements made. XVI. Federal Debt Status All recipients are required to be non -delinquent in their repayment of any Federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowances, and benefit overpayments. See OMB Circular A-129 and form SF-42413, item number 17 for additional information and guidance. XVII. Fly America Act of 1974 All recipients must comply with Preference for U.S. Flag Air Carriers: (air carriers holding certificates under 49 U.S.C. § 41102) for international air transportation of people and property to the extent that such service is available, in accordance with the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. § 40118) and the interpretative guidelines issued by the Comptroller General of the United States in the March 31, 1981, amendment to Comptroller General Decision B-138942. XVI11. Hotel and Motel Fire Safety Act of 1990 In accordance with Section 6 of the Hotel and Motel Fire Safety Act of 1990, 15 U.S.C. §2225a, all recipients must ensure that all conference, meeting, convention, or training space funded in whole or in part with Federal funds complies with the fire prevention and control guidelines of the Federal Fire Prevention and Control Act of 1974, as amended, 15 U.S.C. §2225. XIX. Limited English Proficiency (Civil Rights Act of 1964, Title VI) All recipients must comply with the Title VI of the Civil Rights Act of 1964 (Title VI) prohibition against discrimination on the basis of national origin, which requires that recipients of federal financial assistance take reasonable steps to provide meaningful access to persons with limited English proficiency (LEP) to their programs and services. Providing meaningful access for persons with LEP may entail providing language assistance services, including oral interpretation and written translation. In order to facilitate compliance with Title VI, recipients are encouraged to consider the need for language services for LEP persons served or encountered in developing program budgets. Executive Order 13166, https://eservices.fema.gov/FemaFireGrant/firegrant/jsp/fre_admin/awards/spec/view away... 2/17/2016 View Award Package Page 17 of 24 Improving Access to Services for Persons with Limited English Proficiency (August 11, 2000), requires federal agencies to issue guidance to recipients, assisting such organizations and entities in understanding their language access obligations. DHS published the required recipient guidance in April 2011, DHS Guidance to Federal Financial Assistance Recipients Regarding Title VI Prohibition Against National Origin Discrimination Affecting Limited English Proficient Persons, 76 Fed. Reg. 21755-21768, (April 18, 2011). The Guidance provides helpful information such as how a recipient can determine the extent of its obligation to provide language services; selecting language services; and elements of an effective plan on language assistance for LEP persons. For additional assistance and information regarding language access obligations, please refer to the DHS Recipient Guidance https://www.dhs.aov/guidance- published-help-department-supported-organizations-provide-meaningful-access-people- limited and additional resources on http://www.lep.gov. XX. Lobbying Prohibitions All recipients must comply with 31 U.S.C. §1352, which provides that none of the funds provided under an award may be expended by the recipient to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any Federal action concerning the award or renewal. XXI. Non -supplanting Requirement All recipients who receive awards made under programs that prohibit supplanting by law must ensure that Federal funds do not replace (supplant) funds that have been budgeted for the same purpose through non -Federal sources. Where federal statues for a particular program prohibits supplanting, applicants or recipients may be required to demonstrate and document that a reduction in non -Federal resources occurred for reasons other than the receipt of expected receipt of Federal funds. XXI I. Patents and Intellectual Property Rights Unless otherwise provided by law, recipients are subject to the Bayh-Dole Act, Pub. L. No. 96-517, as amended, and codified in 35 U.S.C. § 200 et seq. All recipients are subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from financial assistance awards are in 37 C.F.R. Part 401 and the standard patent rights clause in 37 C.F.R. § 401.14. XXI II. Procurement of Recovered Materials All recipients must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired by the preceding fiscal year exceeded $10,000; procuring solid waste management services in a https://eservices.fema.gov/FemaFireGrantlfiregrantlj sp/fire_adminlawards/spec/view_awar... 2/ 17/2016 View Award Package Page 18 of 24 manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. XXIV. Contract Provisions for Non-federal Entity Contracts under Federal Awards a.Contracts for more than the simplified acquisition threshold set at 150 000. All recipients who have contracts exceeding the acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by Civilian Agency Acquisition Council and the Defense Acquisition Regulation Council as authorized by 41 U.S.C. �1908, must address administrative, contractual, or legal remedies in instance where contractors violate or breach contract terms and provide for such sanctions and penalties as appropriate. b.Contracts in excess of $10,000. All recipients that have contracts exceeding $10,000 must address termination for cause and for convenience by the non -Federal entity including the manner by which it will be effected and the basis for settlement. XXV. SAFECOM All recipients who receive awards made under programs that provide emergency communication equipment and its related activities must comply with the SAFECOM Guidance for Emergency Communication Grants, including provisions on technical standards that ensure and enhance interoperable communications. XXVI. Terrorist Financing E.O. 13224 All recipients must comply with U.S. Executive Order 13224 and U.S. law that prohibit transactions with, and the provisions of resources and support to, individuals and organizations associated with terrorism. It is the legal responsibility of recipients to ensure compliance with the E.O. and laws. XXVII. Title IX of the Education Amendments of 1972(Egual Opportunity in Education Act) All recipients must comply with the requirements of Title IX of the Education Amendments of 1972 (20 U.S.C. § 1681 et sea.), which provides that no person in the United States will, on the basis of sex, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any educational program or activity receiving Federal financial assistance. Implementing regulations are codified at 6 C.F.R. Part 17 and 44 C.F.R. Part 19 https://eservices.fema.gov/FemaFireGrant/firegrant/j sp/fire_admin/awards/spec/view_awar... 2/17/2016 View Award Package Page 19 of 24 XXVI II. Trafficking Victims Protection Act of 2000 All recipients must comply with the requirements of the government - wide award term which implements Section 106(g) of the Trafficking Victims Protection Act (TVPA) of 2000, as amended (22 U.S.C. § 7104). This is implemented in accordance with OMB Interim Final Guidance, Federal Register, Volume 72, No. 218, November 13, 2007. Full text of the award term is located at 2 CFR § 175.15. XXIX. Rehabilitation Act of 1973 All recipients of must comply with the requirements of Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. § 794, as amended, which provides that no otherwise qualified handicapped individual in the United States will, solely by reason of the handicap, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance. These requirements pertain to the provision of benefits or services as well as to employment. XXX. USA Patriot Act of 2001 All recipients must comply with requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act), which amends 18 U.S.C. §§ 175-175c. Among other things, the USA PATRIOT Act prescribes criminal penalties for possession of any biological agent, toxin, or delivery system of a type or in a quantity that is not reasonably justified by a prophylactic, protective, bona fide research, or other peaceful purpose. XXXI. Use of DHS Seal, Logo and Flags All recipients must obtain DHS's approval prior to using the DHS seal(s), logos, crests or reproductions of flags or likenesses of DHS agency officials, including use of the United States Coast Guard seal, logo, crests or reproductions of flags or likenesses of Coast Guard officials. XXXII. Whistleblower Protection Act All recipients must comply with the statutory requirements for whistleblower protections (if applicable) at 10 U.S.0 § 2409, 41 U.S.C. 4712, and 10 U.S.C. 2324, 41 U.S.C. §§ 4304 and 4310. XXXIII. DHS Specific Acknowledgements and Assurances All recipients must acknowledge and agree —and require any sub - recipients, contractors, successors, transferees, and assignees acknowledge and agree —to comply with applicable provisions governing DHS access to records, accounts, documents, information, facilities, and staff. https://eservices.fema.gov/FemaFireGrant/firegrantlj sp/fire_admin/awards/spec/view_awar... 2/17/2016 View Award Package Page 20 of 24 1. Recipients must cooperate with any compliance review or complaint investigation conducted by DHS. 2. Recipients must give DHS access to and the right to examine and copy records, accounts, and other documents and sources of information related to the grant and permit access to facilities, personnel, and other individuals and information as may be necessary, as required by DHS regulations and other applicable laws or program guidance. 3. Recipients must submit timely, complete, and accurate reports to the appropriate DHS officials and maintain appropriate backup documentation to support the reports. 4. Recipients must comply with all other special reporting, data collection, and evaluation requirements, as prescribed by law or detailed in program guidance. 5. If, during the past three years, the recipient has been accused of discrimination on the grounds of race, color, national origin (including limited English proficiency), sex, age, disability, religion, or familial status, the recipient must provide a list of all such proceedings, pending or completed, including outcome and copies of settlement agreements to the DHS awarding office and the DHS Office of Civil Rights and Civil Liberties. 6. In the event any court or administrative agency makes a finding of discrimination on grounds of race, color, national origin (including limited English proficiency), sex, age, disability, religion, or familial status against the recipient, or the recipient settles a case or matter alleging such discrimination, recipients must forward a copy of the complaint and findings to the DHS Component and/or awarding office. The United States has the right to seek judicial enforcement of these obligations. XXXIV. System of Award Management and Universal Identifier Requirements A. Requirement for System of Award Management Unless exempted from this requirement under 2 CFR 25.110, you as the recipient must maintain the currency of your information in the SAM until you submit the final financial report required under this award or receive the final payment, whichever is later. This requires that you review and update the information at least annually after the initial registration, and more frequently if required by changes in your information or another award term. B. Requirement for unique entity identifier If authorized to make subawards under this award, you: 1. Must notify potential subrecipients that no entity (see definition in paragraph C of this award term) may receive a https: //eservices. fema. govIFemaFireGrantlfiregrantlj splfire_adminlawards/speclview_awar... 2/ 17/2 016 View Award Package Page 21 of 24 subaward from you unless the entity has provided its unique entity identifier to you. 2. May not make a subaward to an entity unless the entity has provided its unique entity identifier to you. C. Definitions For purposes of this award term: 1. System of Award Management(SAM) means the Federal repository into which an entity must provide information required for the conduct of business as a recipient. Additional information about registration procedures may be found at the SAM Internet site (currently at http://www.sarn.gov). 2. Unique entity identifier means the identifier required for SAM registration to uniquely identify business entities. 3. Entity, as it is used in this award term, means all of the following, as defined at 2 CFR part 25, subpart C: a. A Governmental organization, which is a State, local government, or Indian Tribe; b. A foreign public entity; c. A domestic or foreign nonprofit organization; d. A domestic or foreign for -profit organization; and e. A Federal agency, but only as a subrecipient under an award or subaward to a non -Federal entity. 4. Subaward: a. This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the recipient award to an eligible subrecipient. b. The term does not include your procurement of property and services needed to carry out the project or program (for further explanation, see 2 CFR 200.330). c. A subaward may be provided through any legal agreement, including an agreement that you consider a contract. 5. Subrecipient means an entity that: a. Receives a subaward from you under this award; and https://eservices. fema.govIFemaFireGrantlfiregrant/j splfire_adminlawards/speclview_awar... 2/ 17/2016 View Award Package Page 22 of 24 b. Is accountable to you for the use of the Federal funds provided by the subaward. XXXV. Animal Welfare Act of 1966 All recipients of financial assistance will comply with the requirements of the Animal Welfare Act, as amended (7 U.S.C. §2131 et seq.), which requires that minimum standards of care and treatment be provided for vertebrate animals bred for commercial sale, used in research, transported commercially, or exhibited to the public. Recipients must establish appropriate policies and procedures for the humane care and use of animals based on the Guide for the Care and Use of Laboratory Animals and comply with the Public Health Service Policy and Government Principles Regarding the Care and Use of Animals. XXXVI. Protection of Human Subjects All recipients of financial assistance will comply with the requirements of the Federal regulations at 45 CFR Part 46, which requires that recipients comply with applicable provisions/law for the protection of human subjects for purposes of research. Recipients must also comply with the requirements in DHS Management Directive 026-04, Protection of Human Subjects, prior to implementing any work with human subjects. For purposes of 45 CFR Part 46, research means a systematic investigation, including research, development, testing, and evaluation, designed to develop or contribute to general knowledge. Activities that meet this definition constitute research for purposes of this policy, whether or not they are conducted or supported under a program that is considered research for other purposes. The regulations specify additional protections for research involving human fetuses, pregnant women, and neonates (Subpart B); prisoners (Subpart C); and children (Subpart D). The use of autopsy materials is governed by applicable State and local law and is not directly regulated by 45 CFR Part 46. XXXVII. Incorporation by Reference of Funding Opportunity Announcement The Funding Opportunity Announcement for this program is hereby incorporated into your award agreement by reference. By accepting this award, the recipient agrees that all allocations and use of funds under this grant will be in accordance with the requirements contained in the Funding Opportunity Announcement. XXXVII. Acceptance of Post Award Changes In the event FEMA determines that changes are necessary to the award document after an award has been made, including changes to period of performance or terms and conditions, recipients will be notified of the changes in writing. Once notification has been made, any subsequent request for funds will indicate recipient acceptance of the changes to the award. If you have questions about these procedures, please contact the AFG Help Desk at 1-866-274-0960, or send an email to firegrants(c)-dhs.gov. https://eservices.fema.gov/FemaFireGrant/firegrantljsplfire_adminlawards/spec/view awar... 2/17/2016 View Award Package Page 23 of 24 https:Heservices.fema.gov/FemaFireGrantlfiregrantlj sp/fire_adminlawards/spec/view_awar... 2/17/2016 View Award Package Page 24 of 24 1a. AGREEMENT NO. EMW-2014-FR-00210 FEDERAL EMERGENCY MANAGEMENT AGENCY OBLIGATING DOCUMENT FOR AWARD/AMENDMENT 2. AMENDMENT 3. RECIPIENT NO. NO. 59-1039552 0 4. TYPE OF 5. CONTROL NO. ACTION W494333N AWARD 6. RECIPIENT NAME AND 7, ISSUING OFFICE AND ADDRESS 8, PAYMENT OFFICE AND ADDRESS ADDRESS Grant Programs Directorate FEMA, Financial Services Branch City of Tamarac Fire 500 C Street, S.W. 500 C Street, S.W., Room 723 Rescue Washington DC, 20528-7000 Washington DC, 20472 6000 Hiatus Road POC Andrea Day Tamarac Florida, 33321-6414 9. NAME OF RECIPIENT PHONE NO. 10. NAME OF PROJECT COORDINATOR PHONE NO. PROJECT OFFICER 9545973562 Catherine Patterson 1-866-274-0960 Michael Gresek 11. EFFECTIVE DATE OF 12. METHOD 13. ASSISTANCE ARRANGEMENT 14. PERFORMANCE PERIOD THIS ACTION OF PAYMENT Cost Sharing From:15-JUL-15 To:14-JUL-16 15-JUL-15 SF-270 Budget Period From:23-JAN-15 To:30-SEP-15 15. DESCRIPTION OF ACTION a. (Indicate funding data for awards or financial changes) PROGRAM CFDA NO. ACCOUNTING DATA PRIOR AMOUNT CURRENT CUMULATIVE NAME (ACCS CODE) TOTAL AWARDED THIS TOTAL ACRONYM xxxx-xxx-xxxxxx- AWARD ACTION AWARD NON- xxxxx-xxxx-xxxx-x + OR (-> FEDERAL COMMITMENT AFG 97.044 2015-F4-C111-P4310000- $0.00 $2,782,500.00 $2,782,500.00 $278,250.00 4101-D TOTALS $0.00 $2,782,500.00 $2,782,500.00 $278,250.00 b. To describe changes other than funding data or financial changes, attach schedule and check here. N/A 16a. FOR NON -DISASTER PROGRAMS: RECIPIENT IS REQUIRED TO SIGN AND RETURN THREE (3) COPIES OF THIS DOCUMENT TO FEMA (See Block 7 for address) Assistance to Firefighters Grant recipients are not required to sign and return copies of this document. However, recipients should print and keep a copy of this document for their records. 16b. FOR DISASTER PROGRAMS: RECIPIENT IS NOT REQUIRED TO SIGN This assistance is subject to terms and conditions attached to this award notice or by incorporated reference in program legislation cited above. 17. RECIPIENT SIGNATORY OFFICIAL (Name and Title) DATE N/A N/A 18. FEMA SIGNATORY OFFICIAL (Name and Title) DATE Andrea Day 08-JUL-15 Go Back https://eservices.fema.gov/FemaFireGrant/firegrantljsplfire_adminlawards/spec/view awar... 2/17/2016 1 Temp. Reso. #TR12586 Page 1 November 10, 2014 CITY OF TAMARAC, FLORIDA ` RESOLUTION NO. R-2014 / 3 L) A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO SUBMIT A REGIONAL GRANT APPLICATION TO THE US DEPARTMENT OF HOMELAND SECURITY (DHS) VIA THE FEDERAL EMERGENCY MANAGEMENT AGENCY (FEMA) FOR ASSISTANCE TO FIREFIGHTERS GRANT (AFG) PROGRAM FUNDS IN AN AMOUNT NOT TO EXCEED FOUR MILLION ($4,000,000) FOR FIREFIGHTER PERSONAL PROTECTIVE EQUIPMENT; PROVIDING FOR A MINIMUM TEN PERCENT (10%) MATCH IN LOCAL FUNDS IN AN AMOUNT NOT TO EXCEED FOUR HUNDRED THOUSAND ($400,000) IN THE EVENT OF APPROVAL OF THE APPLICATION, PROVIDING FOR ACCEPTANCE OF THE GRANT AWARD AND EXECUTION OF DOCUMENTS UPON LEGAL REVIEW; AUTHORIZING THE CITY OF TAMARAC TO SERVE AS LEAD AGENCY APPLYING FOR AND PROVIDING ADMINISTRATION OF THE REGIONAL AFG GRANT IN THE EVENT OF APPROVAL OF THE APPLICATION; PROVIDING FOR A MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF TAMARAC AND THE COALITION OF CITIES APPLYING FOR AFG FUNDS PENDING LEGAL REVIEW IN THE EVENT OF APPROVAL OF THE APPLICATION, PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Tamarac wishes to provide high quality Fire Rescue services to residents, businesses and visitors to Tamarac; and WHEREAS, the City Commission of the City of Tamarac desires to protect the health and safety of Tamarac Fire Rescue personnel; and WHEREAS, the U.S. Department of Homeland Security (DHS), through the Federal Emergency Management Agency (FEMA), provides grants to local governments for firefighter personal protective equipment through the Assistance to Firefighters Grant (AFG) Program; and Temp. Reso. #TR12586 Page 2 November 10, 2014 C WHEREAS, the City of Tamarac and a coalition of neighboring cities wishes to apply for AFG funds under one regional application for the provision of personal protective equipment for their respective firefighters; and WHEREAS, FEMA requires and the City of Tamarac agrees to serve as the lead agency to file a regional AFG application on behalf of the coalition of cities and administer the AFG grant in the event of approval of the application; and WHEREAS, FEMA requires and the City of Tamarac agrees to provide a Memorandum of Understanding (MOU) between the City of Tamarac and the coalition of neighboring cities for the administration of the AFG grant upon approval of the application and is attached hereto as Exhibit A and incorporated herein by this reference; and WHEREAS, the Director of Financial Services and Fire Chief recommend submission of a regional AFG grant application on behalf of the coalition of cities, approval of the MOU, and acceptance of the award and execution of documents in the event of approval of the grant application; and 1 WHEREAS, the City Commission of the City of Tamarac, Florida, deems it to be in the best interest of the citizens and residents of the City of Tamarac to authorize the appropriate City Officials to submit a regional application for AFG grant program funds, approve and execute an MOU, and accept the regional AFG grant award and the execution of documents upon approval of the application pending legal review; and Temp. Reso. #TR12586 Page 3 November 10, 2014 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF • TAMARAC, FLORIDA: SECTION 1: The foregoing "WHEREAS" clauses are HEREBY ratified and confirmed as being true and correct and are HEREBY made a specific part of this Resolution. All exhibits attached hereto are incorporated herein and made a specific part of this Resolution. SECTION 2: The appropriate City officials are HEREBY authorized to submit a regional grant application to the Department of Homeland Security (DHS) via the �.ederal Emergency Management Agency (FEMA) for Assistance to Firefighters Grant (AFG) program funds in the amount not to exceed four million ($4,000,000) for firefighter personal protective equipment, providing for a minimum ten percent (10%) match in local funds in an amount not to exceed four hundred thousand ($400,000) in the event of approval of the 1 „ application. A copy of said application form is attached hereto as Exhibit B and incorporated herein by this reference. SECTION 3: Upon approval of the application, the appropriate City officials are HEREBY authorized to accept the grant award and execute the necessary documents following legal review. SECTION 4: The City of Tamarac is HEREBY authorized to serve as lead agency to apply for and provide administration of the regional AFG grant in the event of approval of the application. SECTION 5: The City Commission of the City of Tamarac HEREBY approves the execution of a Memorandum of Understanding (MOU) between the City of Tamarac and ' the coalition of cities applying for regional AFG program funds pending legal review in the event of approval of the application. Temp. Reso. #TR12586 Page 4 November 10, 2014 SECTION 6: All Resolutions or parts of Resolutions in conflict herewith are HEREBY repealed to the extent of such conflict. SECTION 7: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. SECTION 8: This Resolution shall become effective immediately upon adoption. PASSED, ADOPTED AND APPROVED this /0 day of&OWJ�' 2014. HAR Y DR SSLER MAYOR ATTEST: ATRICIA TEUF , C C CITY CLERK RECORD OF COMMISSION VOTE: MAYOR DRESSLER DIST 1: V/M BUSHNELL DIST 2: COMM. GOMEZ DIST 3: COMM. GLASSE DIST 4: COMM. PLACKO I HEREBY CERTIFY THAT I HAVE APPROVED THIS RESOLUTION AS TO FORM �-� ij�' �aj/x/ SAM EL S. G REN CITY ATTORNEY 2014-15 ASSISTANCE TO FIRE FIGHTERS GRANT PROGRAM REGIONAL GRANT APPLICATION MEMORANDUM OF UNDERSTANDING (MOU) This Memorandum of Understanding (MOU) is being executed by the following listed participating agencies (hereafter "participating agencies"): City of Tamarac City of Coral Springs City of Hallandale Beach City of Lauderhill City of Margate City of North Lauderdale City of Sunrise Nothing in this MOU should be construed as limiting or impeding the basic spirit of cooperation which exists between the participating agencies, listed above. WHEREAS, the participating agencies have formed a working committee and developed a course of action to achieve the goals and objectives of the Assistance to Firefighters Grant Program (AFG); and WHEREAS, the participating agencies have been identified as eligible jurisdictions able to collectively implement the objectives and goals of the AFG grant program; and WHEREAS, the City of Tamarac has been selected through this MOU to be the host agency to file a regional AFG grant application (the "Application") on behalf of the participating agencies, and WHEREAS, the City of Tamarac has been selected through this MOU to administer the 2014-15 regional AFG grant program award and agrees to be the host agency responsible for administration of the grant including asset accountability and reporting requirements for those assets acquired under the AFG regional application in the event of approval; and WHEREAS, the City of Tamarac agrees to serve as host agent for the procurement and disbursement of all equipment received under AFG grant program award in the event of approval; and NOW THEREFORE, in consideration of the mutual terms, conditions, promises, and covenants hereinafter set forth, the participating agencies agree as follows: This MOU establishes the relationship between the participating agencies for participation in a Regional 2014-15 Assistance to Firefighters Grant Program (AFG) grant award in the event of approval of the Application. PROCEDURES 1. The City of Tamarac (Tamarac) will serve as the host agency to submit a regional 2014- 15 AFG grant program application and serve as grant administrator for the participating agencies in the event of approval. 2. Pursuant to the AFG program guidelines, all items approved under the Application will be procured and administered through Tamarac in the event of approval of the Application. 3. Tamarac agrees, as host agency, to provide accountability for the assets acquired under the regional AFG grant award and provide reporting requirement deliverables. As such, participating agencies agree to provide Tamarac with this information on a timely basis to remain in compliance with the requirements of the grant. 4. The participating agencies agree to accept the 2014-15 regional AFG grant program award and accept their respective items as listed in the AFG grant application in the event of approval. 5. The participating agencies agree to provide the required cash match in the amount of 10% of the total cost of their requested items as detailed in the grant application as required under the regional AFG Grant Program guidelines. The required match shall be paid by the participating agencies upon receipt of an invoice from Tamarac, in advance of equipment procurement. 6. In the event of a reduced award, the participating agencies agree to accept this reduced amount and provide a 10% cash match on the total reduced award amount of their approved items. 7. Any expenditure beyond the grant award for an agency's approved item(s) remain the sole responsibility of that agency. 8. The participating agencies agree to allow Tamarac to procure and distribute their respective assets if awarded under the regional AFG grant program. 9. The participating agencies agree to participate in cooperative training on all equipment procured under this grant award as appropriate. As host agency, training will be coordinated through Tamarac. 10. The participating agencies agree to maintain/repair all items awarded to them under the Application in accordance with the manufacturer's warranty, and to replace the equipment if it becomes inoperable for a period of three years after official closeout of the grant agreement. 11. The participating agencies agree to promptly provide any additional documentation to Tamarac as requested, that may be necessary in connection with the grant. 12. Participating agencies agree to promptly return any equipment or deliverables that are received in error to Tamarac. 2 13. The grant award to each agency is as follows: Coral North EQUIPMENT Tamarac Springs Hallandale Lauderhill Margate Lauderdale Sunrise SCBA Airpacks 59 70 40 5o 30 72 50 Spare Bottles 59 70 40 50 30 72 So Face Mask 41 100 40 SO 47 38 111 TERM AND TERMINATION This MOU shall be effective on the date of last signature of the participating agencies herein and shall continue in full force and effect for a period of five years after official closeout of the grant agreement. GUIDELINES In performing its duties, responsibilities and obligations pursuant to this Agreement, each participating agency agrees to adhere to the requirement standards set forth in the AFG grant program guidance and Federal OMB Circular A-133 as applicable. RECORDS 1. Each participating agency understands that any and all records created as a result of participating in this federal grant program may be subject to the public disclosure pursuant to the Public Records Statute, Fla. Stat. Section 119.07 and shall be responsible for compliance with any public records request served upon it and any resultant award of attorney's fees for noncompliance. 2. Each participating agency shall maintain its own respective records and documents associated with this MOU sufficient to demonstrate compliance with the terms of this agreement for a period of five years from the close-out date of the agreement, and shall allow Tamarac and the Department of Homeland Security access to such records upon request. EXECUTION This agreement may be executed in counterparts each of which shall be deemed an original and all of which together shall be considered one and the same agreement. INSURANCE OR SELF-INSURANCE Each participating agency, at its sole cost and expense, shall carry insurance, or self -insure, its activities in connection with this MOU, and obtain, keep in force and maintain, insurance or equivalent programs of self-insurance, for general liability, professional liability, workers compensation, and business automobile liability adequate to cover its potential liabilities hereunder. Each participating agency agrees to provide the other forty-five (45) days' advance written notice of any cancellation, termination or lapse of any of the insurance or self-insurance coverage. INDEPENDENT CONTRACTOR This MOU does not create an employee/employer relationship between the parties. It is the intent of the parties that each participating agency is an independent contractor, and each participating agency shall assume responsibility for all personnel costs for its respective employees, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Workers Compensation Act, and the State unemployment insurance law. INDEMNIFICATION Each participating agency shall each be separately liable and responsible for the actions of their respective officers, agents and employees in the performance of their respective obligations under the MOU. To the extent permitted by law, each participating agency shall indemnify, defend, and hold Tamarac, its officials, agents, servants and employees, harmless from any and all liability, actions, causes of action, suits, trespasses, damages, judgments, executions, claims and demands of any kind whatsoever, in law or in equity, which results from or arises out of the negligent acts or omissions of the participating agency or its employees, and the participating agency shall indemnify Tamarac, its officials, agents, servants and employees, for damages, judgments, claims, costs, expenses, including reasonable attorney's fees, which Tamarac, its officials, agents, servants and employees, might suffer in connection with or as a result of the negligent acts of the participating agency or its employees. For purposes of this provision, the participating agency's employees shall not be deemed agents or servants of Tamarac and Tamarac's employees shall not be deemed agents or servants of the participating agency. The participating agency will at all times be entitled to the benefits of sovereign immunity as provided in Florida Statutes, Section 768.28, and common law. Nothing contained in the Agreement shall be construed as a waiver of sovereign immunity. To the extent permitted by law, Tamarac shall indemnify, defend, and hold participating agency, its officials, agents, servants and employees, harmless from any and all liability, actions, causes of action, suits, trespasses, damages, judgments, executions, claims and demands of any kind whatsoever, in law or in equity, which results from or arises out of the negligent acts or omissions of Tamarac or its employees and Tamarac shall indemnify participating agency, its officials, agents, servants and employees, for damages, judgments, claims, costs, expenses, including reasonable attorney's fees, which participating agency, its officials, agents, servants and employees, might suffer in connection with or as a result of the negligent acts of the Tamarac or its employees. For purposes of this provision, Tamarac's employees shall not be deemed agents or servants of participating agency and participating agency's employees shall not be deemed agents or servants of Tamarac. Tamarac will at all times be entitled to the benefits of sovereign immunity as provided in Florida Statutes, Section 768.28, and common law. Nothing contained in the Agreement shall be construed as a waiver of sovereign immunity. 4 GOVERNMENTAL IMMUNITY Each participating agency is a municipal corporation existing under the laws of the state of Florida. Each agrees to be fully responsible for acts and omissions of their agents or employees to the extent permitted by law. Nothing herein is intended to serve as a waiver of sovereign immunity by any party to which sovereign immunity may be applicable. Nothing herein shall be construed as consent by a political subdivision of the state of Florida to be sued by third parties in any matter arising out of this Agreement or any other contract. NOTICES Any and all notices given or required under this Agreement shall be in writing and may be delivered in person or by United States mail, postage prepaid, first class, and certified return receipt requested, addressed as follows: TO: CITY OF TAMARAC City Manager 7525 NW 88 Avenue Tamarac, Florida 33321 With copy to: City of Tamarac City Attorney Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Blvd., Suite 200 Fort Lauderdale, FL 33308 TO: CITY OF CORAL SPRINGS TO: CITY OF HALLANDALE BEACH TO: CITY OF LAUDERHILL TO: CITY OF MARGATE TO: CITY OF NORTH LAUDERDALE TO: CITY OF SUNRISE or to such other address as any party may designate by notice complying with the terms of this Section. Each such notice shall be deemed delivered on the date delivered if by personal delivery of overnight courier; on the date upon which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as not deliverable, as the case may be if mailed. 5 GOVERNMENTAL IMMUNITY Each participating agency is a municipal corporation existing under the laws of the state of Florida. Each agrees to be fully responsible for acts and omissions of their agents or employees to the extent permitted by law. Nothing herein is intended to serve as a waiver of sovereign immunity by any party to which sovereign immunity may be applicable. Nothing herein shall be construed as consent by a political subdivision of the state of Florida to be sued by third parties in any matter arising out of this Agreement or any other contract. NOTICES Any and all notices given or required under this Agreement shall be in writing and may be delivered in person or by United States mail, postage prepaid, first class, and certified return receipt requested, addressed as follows: TO: CITY OF TAMARAC City Manager 7525 NW 88 Avenue Tamarac, Florida 33321 With copy to: TO: TO: TO: TO: City of Tamarac City Attorney Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Blvd., Suite 200 Fort Lauderdale, FL 33308 CITY OF CORAL SPRINGS CITY OF HALLANDALE CITY OF LAUDERHILL CITY OF MARGATE TO: CITY OF NORTH LAUDERDALE TO: CITY OF SUNRISE or to such other address as any party may designate by notice complying with the terms of this Section. Each such notice shall be deemed delivered on the date delivered if by personal delivery of overnight courier; on the date upon which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as not deliverable, as the case may be if mailed. 5 MISCELLANEOUS 1. COMPLIANCE WITH LAWS The participating agencies shall comply with all federal, state, and local laws, codes, ordinances, rules, and regulations which may be applicable in performing its duties, responsibilities, and obligations pursuant to this MOU. 2. JOINT PREPARATION The participating agencies acknowledge that they have sought and received whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this MOU has been their joint effort. The language agreed to expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. 3. APPLICABLE LAW AND VENUE This MOU shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Venue in any proceeding or action among the parties arising out of this MOU shall be in Broward County, Florida. 4. INCORPORATION BY REFERENCE The truth and accuracy of each "Whereas" clause set forth above is acknowledged by the participating agencies. 5. ENTIRE AGREEMENT This MOU contains the entire understanding of the participating agencies relating to the subject matter hereof superseding all prior communications between the parties whether oral or written. This MOU may not be altered, amended, modified, or otherwise changed nor may any of the terms hereof be waived, except by written instrument executed by the participating agencies. The failure of a participating agency to seek redress for violation of or to insist on strict performance of any of the covenants of this MOU shall not be construed as a waiver or relinquishment for the future of any covenant, term, condition or election but the same shall continue and remain in full force and affect. 6. SEVERABILITY Should any part, term or provision of this Agreement be by the courts decided to be invalid, illegal or in conflict with any law of this State, the validity of the remaining portions or provisions shall not be affected thereby. C: 7. UNCONTROLLABLE FORCES Participating agencies shall not be considered to be in default of this MOU if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non -performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this MOU and which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. Neither party shall, however, be excused from performance if nonperformance is due to forces, which are preventable, removable, or remediable, and which the nonperforming party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The nonperforming party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 8. ASSIGNMENT Participating agencies shall not assign or transfer its rights, title or interests in the MOU. 9. SIGNATORY AUTHORITY Each participating agency shall supply Tamarac with copies of requisite documentation evidencing that the signatory for the participating agency has the authority to enter into this MOU. 10. NO THIRD PARTY BENEFICIARIES. The participating agencies expressly acknowledge that it is not their intent to create or confer any rights or obligations in or upon any third person or entity under this MOU. None of the parties intend to directly or substantially benefit a third party by this MOU. The parties agree that there are no third party beneficiaries to this MOU and that no third party shall be entitled to assert a claim against any of the parties based upon this MOU. Nothing herein shall be construed as consent by an agency or political subdivision of the State of Florida to be sued by third parties in any matter arising out of any contract. 11. CAPTIONS The captions, section designations, section numbers, article numbers, titles and headings appearing in this MOU are inserted only as a matter of convenience, have no substantive meaning, and in no way define, limit, construe or describe the scope or intent of such articles or sections of this MOU, nor in any way effect this MOU and shall not be construed to create a conflict with the provisions of this MOU. 7 12.AMENDMENTS No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this MOU and executed by each party hereto. 13. NO GRANT OF AGENCY Except as the participating agencies may specify in writing, no participating agency shall have authority, expressed or implied, to act on behalf of the other participating agencies in any capacity whatsoever as an agent. No participating agency shall have any authority, express or implied, pursuant to this MOU, to bind the other participating agency to any obligation whatsoever. IN WITNESS WHEREOF, the participating agencies execute this instrument on the date(s) shown below: City Ta Date: Authorized Representative Approved as to form and legal sufficiency S& ct to the xecution by participating agencies Date: ity A omey City of Coral Springs Date: Authorized Representative City of Hallandale Beach Date: Authorized Representative 8 City of Lauderhill Date: Authorized Representative City of Margate Date: Authorized Representative City of North Lauderdale Date: Authorized Representative City of Sunrise Date: Authorized Representative E, 12. AMENDMENTS No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this MOU and executed by each party hereto. 13. NO -GRANT OF AGENCY Except as the participating agencies may specify in writing, no participating agency shall have authority, expressed or implied, to act on behalf of the other participating agencies in any capacity whatsoever as an agent. No participating agency shall have any authority, express or implied, pursuant to this MOU, to bind the other participating agency to any obligation whatsoever. IN WITNESS WHEREOF, the participating agencies execute this instrument on the date(s) shown below: City of Tamarac Date: !-" Authorized Representative Approved as to form and legal sufficiency Subject to the execution by participating agencies Date: City Attorney City of Coral Springs Date: uthorized Representative (41-W Fra 77k City of Hallandale Beach Date: Authorized Representative z i.7-/-s A 12. AMENDMENTS No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this MOU and executed by each party hereto. 13. NO GRANT OF AGENCY Except as the participating agencies may specify in writing, no participating agency shall have authority, expressed or implied, to act on behalf of the other participating agencies in any capacity whatsoever as an agent. No participating agency shall have any authority, express or implied, pursuant to this MOU, to bind the other participating agency to any obligation whatsoever. IN WITNESS WHEREOF, the participating agencies execute this instrument on the date(s) shown below: City of Tamarac -/" Authorized Representative Approved as to form and legal sufficiency Subject to the execution by participating agencies City Attorney City of Coral Springs Authorized Representative Approved as to Form and Su fici cy City Attorney Date: Date: Date: Date: E:3 City of Lauderhill u onze - Representative City of Margate Authorized Representative City of North Lauderdale Authorized Representative City of Sunrise Authorized Representative Date: Date: Date: Date: City of Lauderhill Authorized Representative City of Margate SEE ATTACH SICNAM PAGE Authorized Representative City of North Lauderdale Authorized Representative City of Sunrise Authorized Representative Date: Date: Date: Date: we Joanne Simone, Mayor day of +- , 2014 fj ATTEST- 6 ;; eJ. Kavao�a, City Clerk day of , 2014 CITY OF MARGATE Douglas . Smith, City Manager -day of , 2014 APPROVED AS TO FORM: Eugo'e M. Steinfeld, City Attorney Xclay of ; (Y , 2014 City of Lauderhill Authorized Representative City of Margate Authorized Representative City of North Lau rdale Authorized Representative City of Sunrise Authorized Representative Date: Date: Date: �,t )v -1-6 Date: 11 City of Lauderhill Authorized Representative City of Margate Authorized Representative City of North Lauderdale Authorized Representative City of Sun ise Au orized Representative Approved as to ie9at form and sufficiency rid for City of sunrise, F� ---� BY' A. Kis i Aftorn�y� K,irQb�eTIV , 20— day of Date: Date: Date: Date: 6 i x c National Pnnhasing Partners Member intergovernmental Cooperative Purchasing Agreement This Intergovernmental Agreement (Agreement) by and between government entities that execute a Lead Contracting, Agency. Authorization (`Lead. Contracting Agency(ies)") to be supplemented and made a part hereof and participating National Purchasing Partners C NPP7'j govenunew entity members ("Participating Agencies') including members of l<ireltescue GP© and Public Safety GPO, titat ,agree to the terms and conditions of this Agreement. All -NPP Lead Contracting Agencies and P'artieipating Agencies shall be considered as "parties" to (his ag reement. WHEREAS, upon completion of a formal competitive solicitation and selection prod, the Lead Contracting Agencies have entered into Master Price Agreements with one or more Vendor& to ptovide,goods and services, often based on national safes volume projections., WHEREAS, IvPP, created by a nonprofit medical center, provides group Purchasing marketing and administrative support- for governmental entities within the membFxshp. NPP's marketing and administrative services are free to its membership,. which includes participating 'public entities and non-profit institutions throughout the United States and Canada. WHEREAS, NPP has instituted a cooperative purchasing program under, which member ,Nr,ticipating..Agencies may ',recipr ally utilizecompetitively.solicited Vendor Contracts through the inclusion of the membership in Lead ;Contracting Agency, bid Solicitation and Master Price Agreements; WRERE,AS, the Master Price; Agreements provide that all n embert -of IOP may purchase goods and services on the same term, conditions and pricing as the Lead Contracting Agency, subject to applicable local and state lows of the Participating , Agencies; WHEREAS, the parties agree to comply, with the reAuircments of the Int 4overrnmental Cooperation Act as may be, applicable to the.local and state laves of the. Participating A►ge icie's WHEREAS, the;;parties desire to conserve Land leverage resources, and to improve; the efficiency and economy of the procurement process'while reducing solicitation and procurement costs; WHEREAS, theparties are authorized, and eligible tp a ntract with governmental bodies and Vendors to perform govemmtre tag functions and services, including the purchase of goods and services, and WHEREAS, the parties desire to contract with; Vendors under the terms of the Master Price Agreements open to all 'Participating Agencies; NOW, THEREFORE, the parties agree as;-folk3ws 1'ICLE 1: LEGAL A RITV Each Party represents and warranti§ that it is eligible to participate in this Agreement because it is a local government or non-profit corporation created and operried to provide one or more governmental functions and possesses adequate legal authority to enter into this Agreeemerit .AR' CLl 2y AP�PLICAVLE LATE The procurement of orals and services subject to this Agreement, shall be conducted in acccordanee ►3vith and subject to the relevant statutes, ordinances, rules, and regulations that govern each p rty's procurement policies. It is the responsibility of each' party to ensure it has met all applicable solicitation and procurementrequirements, both instate law and local policy. ARTICLE 3: USE OF BID, PROEOSALOR PP ICE At;RIEEMENT a.; Each party will facilitate the cooperative procurcmentbfgoods and services. b. The procuring party shall be responsible for the orderingof goods and services under this A went. A non -procuring party shall not be liable in arty fashion for any violation by a procuring party, and the procuring party shall hold non -procuring parties harmless from any liability that may arise from action or inaction o the procuring party - c, The procuring Marty shall not use this' agreement as a rnethad for obtain= additional concessions orreduced ,prices for similar goods and does outside the scope of the Master Price Agreements and NPP_ d, The exercise of any rights or remedies by the procuring ,party :shall be the exclusive ,obligation of such procuring (tarty e. The cs rative use of bids, proposals oT Price agreements obtained b -a. party to this Agreement shall be in ac rdai a with the terns and eai%diticoas`vf the; bid, proposal or price agreement, except as modified where ,otherwise anowed.; or required by applicable law, and does not relieve the party oaf its other bid requirements -under state law or .kcal policies. The procuring Party. will make timely payments to Vendors for goods and services receiwd it, accordance with the terms and'oonditinns of the procurement., Payment for goads and services, inspections and acceptance of goods and services ordered by the procuring party shall be the exclusive obligation of such procuring party- Disputes between procuring party and Vendor shall be resolved in accordance with the law and venue rules of the state of the procuring party. ART`i E 5: OMMNCEMNT DATE This Agreement, -shall take effect after execution of the "Lead Contracting Agency Endorsement and Authorization" or -Participating Agency Endorsement and Authorization," as appl cable. ARTILLE 6: TERMINATION OF AGREEMENT This A ent'shall remain;- ef%ct until terminated txy a. party giving 30 days written notice to the dead Contract Agency. AID ICL -7. ENTIRE AGREEWNT Th s Agreenient and arty attachments, as provided hcrcin, constitute the complete Agreement between the parties hereto, and supersede any and all oral and written agreements bete lbe parties relating to matters herein. ARTICLE 9: CIUSGES AND AM&NDMEN This Agreement may be amended -only by a written amendment executed by ail parties, except that any alwmt ens, additint c, or deletions of this Agreement which are required by changes in Federal and State law or regulations are automatically incorporated into this Agreement without writtett amendmenthereto and shall, :become effective on the state designated by such law or regulation: AR IQZ 9: SEVERABILffY Ali ch determination shall not tee in full ford and eMct lT HAS BEEN E E( 3TION AND ATTAC U' >a vnnrt.4:Fmr,?vT APPLICABLE. ' ONCE 19XEC`M% IT IS THE iil`I PARTY TO HLE TWS AGREEMENT WITH ` M ;PROPER AGENCY IF REQUIRED BY LOCAL OR STATE LAW. LEAD CONTRACTING AGENCY ENDORSEMENT AND AUTHORU M.TION The undersigned aaltnovAedges, on behalf of South Davis 1M etw Fire Agency ncy (Lead COnItacting Agency) that he/she hats teal anti agrees to the general terms and conditions set forth in the enclosed Member,tntergnver mental Cooperative Purch ing, Agreement regulating use of the Master price Agreemnts and purchase of goods and services that from time to time are made available by Lead Contracting A +es to Participating Agencies locally, regionally, and nationally throtxghNPP. Copies of Master Price Agreements and any amendments thereat made available by Lead Contracting Agencies vvill be provided to Participating Agencies and NPP to faci'iitate use by - Participating, Agencies. The undersigned understands that the puree of goods and services under the provisions of"the Member Intergovernmental Cooperative Purchasing Agreement is at the absoluie discretion of the Participating Agencies. The emdenigned affirms that he/she is an agent of the South Davis Metro Fire Agency and is dulyauthorized to this Lead Confivding :Agency Endorsement -and Authorization. u�v y Lead Contmeting Agency Contact Information: PARTICIPATING AGENCY ENIiORSEMENlC' AND AI THORJ TIO The undersigned acknowledges, on behalf o (Participating Agency) dMt helshe has read and awes to the generai terms and conditions set forth in; the enclosed Member Intergovernmental Cooperative Purchasing Agreement regulating use- of the Master Pries: Agreements and Purchase of goads and services that from time to time are trade available by Lead Contracting Agencies to Participating Agencies locally, rcsionall)r, and nationally throtigh NPP. Th undersigned farther acknowledges that, the purchase of goods and wises under the provisions of the Member Intergovernmental Cooperative Purchasing A4p emeut is at the absolute discretion Of the Pprticipat*. Agency and that neither the Lead Contracting Agency nor'NPP shall be held liable for any costs or damages incurred by or as a result of the actiow of the 'Vend r or: any other Participating Agency. Upon award of contract, the Vendor shall deal directly with the Participating Agenq concerning the placement of orders, disputes, invoicing an�p� d ent. The undersigned affitrls that he/she is an agent of and is; duly authorized to sign this ParticipatiW Agency Endorsement and Authorization.* BY, ITS: Participating Agency Contact Informatiow Contact Person: Address: Tel one No.: Ern *In addition to execution 4 Late; ,AgreclOwt, all Participating Agencies must be registered me FireR�-,scue CPO i order, to act NPP competitively bill ec and free. Cd to wty rnynPp.�rru sr contact a sustainer s 810909 or eustornerservice(4�mynpp, Cooperative Chas* nbe, of NPP , or atracts Reegiistrat on is ce 1-l}a0 Fire , urnouts and .Fi, dated gua ' 1 AS ER PURLHASSE .AG E1VlE�'` This Master Purchase Agreement dated the last day of signature (effective date) isby and between the South Davis Metre Fire Agency C"Purchaser' and Municipal Etxlergen Services lnc. (MES) ("Supplierl.; RECITALS WHEREAS, the Supplier is ;in the business of selling chin Fire Turnouts and Eire Relah EgUip ent and related products and services, as further described hereinand, WHEREAS, the supplier desires to sell and the Purchaser desires to purchase certain products and related services all upon and subject to the terns and conditions set forth herein, and WHEREAS, the Supplier desires to extend the terms of this Master Purchase Agreement to members ofNational Purchasing Partners, LLC- NOW, THEREFORE, Supplier and Purchaser, intending to be legally bound; hereby agree as follovw& ARTICLE I — CER AIN,DEM TIONS 1.1 'Tactics"' "I mean the Purchaser and 'Supplier. -bodymain 1.2 -Agreement" shall mean to ibis Master Purchase A reerrrent, ncludio' g t1 of this Agreement and Attachments A-F attached hereto ,and. by this reference incorporated herein, including purchaser's sec's ltequoSt for Proposal RFP No. 2013-1 (herein "RFP'').�nd Supplier's Proposal submitted in response to the RFP (herein "Supplier's Proposal") as referenced -and in(c�orrypr�orrated�e herein ugh fully set. f rth (so etimes referred to Collectively as the "Contract ly}ocurnents"). 1.3 "Applicable Law(s)" shall In sautes, ordinances, codes, rules, re ulatidt requirements of any kind, including, but nol equalempyloyment opportunity, (ii) nondisc. age; ethnic origin or existence of a disabilib, aad unemployment insr nre, (v) labor and art all applicable 'federal, Mate' standards orders and other g, anaited to, those relating to (0 ruination based on rare, color, (iii) vwages and hours, (ain) tiro health and (vii) the environrrrertt and the use and h substances and materials. 1.4 "Employee Taxes" shall mean all taxes, whatsoever payable in respect of, and measured by the a1 v action and gio subcontractors), as required by the federal Social Security Act and all amendments thereto and/or any other applicable federal, state or local low: 1.5 "Purchaser's Destination" l mean such delivery location(s) or destination(s) as Purchaser may prescribe from time to time. Lb 'Products" shall trwan the products and/or services to be sold by Supplier hereunder as identified and described on Attachment Abcreto, and incorporated herein, as may be updated, from ime to time by Supplier to reflect products and/or services offered by Supplier generally to its eu torners. 1.7 "l'urcha Order" shall mom, .any authorized written, electronic, telephone or fax order sent or made by Purchaser pursuant hereto, including, but not limited to; written purchase orders, requisitions sent by fax machine, and orders in such other form and/or mode of transmission as Purchaser and Supplier may from time to time, agree. Each `Purchase Order will specify the following items; National Purehasing Partners contract number, specific Products requested (by `id nurnber), unit price per I eontactlr+ecipient), and total prise of the t Agreement shall be made part of, and be thisAgreement on the face of each Purer or satisfy the terms of this Agreemeoi, Sr reject the Purchase Order. By not rejecti Supplier will have accepted the: Purchm provisions proposed by Supplier orPurcl services and satisfy all statutory and legal l duct, •quantity; delivery schedule, destination (with chase Order, tach Purchase Order issued under this gated into this Agreement, and shall reference: e Order. Should any Purchase Order not conform to flier shall have five (5) business days after receipt to the Purchase Order within five (5)business days rder. Acceptance'by Supplier is limited to the er shall apply, In aMtion, the parties agree that this:. Institute a contract for there of goods and/or xmalities of aboutract. 1.8 "Unemployment Insurance" "Imean the,contribution required of Supplier, as an employer, in respect of, and measured by, the gages of its employees (oar subcontractors) as required by any applicable federal, state of local unemployment insurance law or regulation. 1.9 "National Purchasing Partners'° is a subsidiary of two nonprofit health eare systems and provides group purchasing marketing and ad arinistrative support for go erninental entitles within the membership.. National Purchasing Partners' membership includes' participating public entities across North America. 1.10 "P rti ag agencies" shad m a members of NabOn Pomp in Partn rs that Supplier for which Supplier has agreed to -extend tlrac toths of this Master Purchase Agreement pursuant to Article, 2'.5 and Attasl finent C heremi m TiC -AGRMMENT SLL .l Supplier herreby agrees to sell to Purchaser suchProducts as Purchaser may ordej from time to time by Purchase Order, all in accordance with and subject to the terms covenants and conditions of this Avvement. Purchaser agrees to purchaso those Products ordored by Purchaser by Purchase Order in accordance with and subpct to the terms, covenants atad. conditions of this agreement 2.2, All. Purchase Orders issued by Purchaser to Supplier 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. in the event that the provisions of this Agreement conflict with any Purchase Order issued by Purchaser to Supplier, the provisions,of this Agreement shall govern. No ether terms and conditions, including, but not limited to, those contained in Supplier's standard printed terms and conditions, on Supplier's order acknowledgment, invoicesor 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 therelb, witless this Agreement sham be specifically ainerided to adopt such other terms and conditions in writing by the parties. 2:3' Notwithstanding any other provision of this agreement to the contrary, Purchaser shall have no obligation to order or purchase -any Products herder and the placement of any Purchase Order shall be in the sale discretion of Purchaser. Without limiting 'the generality of the foregoing, the actual quantity of Products to be purchased hereunder shall be determined by Purchaser in its stile discretion. This Agreement is not txchjsiyg, Supplier eXpressly acknowledgesand agr=s that Purchaser may purchase at its sole discretion, products which arc identical or similar to the Products described in this Agreement from any third party. 2.4 In case of any conflict or inconsistency between any of the Contract Documents, the documents shall prevail and apply in the following order ofpriority: (i) This Agreement; (ii) Supplier's Proposal; and (iii) The RFP. Supplier has .responded with no Exceptions to the: RFP Solicitation identified in Supplier's Proposal. 2.5 Extension of contract terms to National Puarchasiag Partners, LLC 2.5.1 Pursuant to Section 1 0 of the RFP, Supplier agrees to extend the same terms, covenants and conditions available to Purchaser under his Agreement to other government agencies and non-profit entities that are members of, National Purchasing Partners, that have -executed at National the goverment agency's local regulations, and that wish to mess this. Agreement in accordance with Attachment C which is attached hereto and incorporated herein by reference (` icipating Agencies"). Each Participating Agency -willbcoxclusively responsible, for and deal di ctl ' , with Supplier on matters rehiting to ordering, delivery, inspection, acceptance, invoicing, and payment forfroducts in accordance with the terms and cations of this Agreement As if it were "ipurchaw" hereunder. Any disputes between a Participating Public Agency and Supplier will be resolved directly between them under and in aerdance with the laws of the State in which the Participating Public Agency exists, Pursuant to 1.2A) and 3.2 of the RFP, South Davis Metro Fire=Agency shalt not incur any liability as a result ofthe access and utilization of this Agreement by other NPP Participating Agencies., 25.3 Supplier acknowledges execution of a Vendor Administration Fee Agreement with National Purchasing Partners, LLI~, pursuant to Section I IQ of the RFP. AR'iI E TERM AND Tj�RMINATJO II The initial contract term shall be for three (3) calendar years from theplate of contract award. By mutual written agreement between South Travis Metro Fire Agency and contractor, the contract may be extended for up to three consecutive additional 12 month, periods, beginning immediately after expiration of the prior term. However, no contract extension exists unless and untiloontracter is so notified by South Davis Metro Fire Agency. 3.2 Month -to -month -extensions: South Davis Metro Fire Agency reserves the right to offer month -to -month extensions if that is determined -to be in the best interests of Members. 3.3 Renewal of contrwt. Conditions for renewal of the contract shalt includes but are not limited to: contract usage, satisfactory performance of service's during the preceding contract term;, ability to continue to provide satisfactory services, continued adherence to the contract requirements, and continued competitive prices for the materials and services provided under the contract t rovided that the, Lead ?Contracting, Agency, through NFP, and/or the Proposer may opt to decline extension of the Master Purchase Agreement by providing notification in writing least thirty (all) calendar days prior to the annualautamatic extension anniversary of the original - Master Purchase Agreement term. 3.4 Either party may terminate this Agreement by written notice to the other party if the other party breaches any of its obligations hereunder and fails to rcmediy% the breach within thirty (3Q) days after receiving written notice of such breach from the non-breachin 'lam'. !YY�O—IC—% AND PAYMENT 4.1 Purchaser shall pay Supplier for all Products ordered and delivered in -complian with the terms and conditions of this Agreement go the ;tee and at the price or price .specified ,for each such'Product on Attachment A. Unless Attachment A or Supplier's Proposal expressly provides otherwise, the discount off list schedule for Products set forth on Attachment A. hereto shall Tema ned fixed for>the entim term of dw, agreement but matiufacturer pricing is not guaranteed and may be adjusted bad on the next manufacturer price increase. Unless otherwise directed by Purchaser for,expe4itod orders, Supplier shall utilize such coon carrier for the delivery of Products as Supplier may select; provided, howevver that for expedited orders Supplier" obtain delivery services hereunder at rates and tears not less favorable than those paid by Supplier for its own account or for the account of any other similarly situated customer of Supplier. 4.2 Supplier shall submit original invoices to Purchaser in form and substance and format reasonably acceptable to Purchaser. All invoices must reference the Purchase's Purchase Order number, Main an itemization of amounts for Products purchased during the applicable invoice period and any other information reasonably requested by Purchaser, and must otherwise comply with the provisions of this Agreement and. such reasonable requirements as znay be prescribed by Purchaser from time to time. Invoices shall be addressed as directed by Purchaser. 4.3 UnlessAttacbment A or Supplier's Proposal (Attachment ID) expressly provides otherwise, the prices specified on AttachmentA include (ij ail takes and duties of any kind which Supplier is-acquir e/ to pay with rest to the sale of Products, coveredby this -A, ern t and (ii) all charges for packing, packaging and loadin& 4A Notwithstanding any other agreement of the parties as to the payment of shippingfdelivery costs and subject to Attachments and F herein., Supplier shall offer delivery and/or shipping costs prepaid Shipments shall be F.0,13- Ship Feint, with freight charges added to the invoice. 'Title and risk of loss of material shall not pass to SDMFA or participating Members until SI)MFA/Member receives and inspects/a dcepts time material at> deiive+ry point, unless otherwise provided in the contract. To - additional terms please contact the disttributor. If there are handling fees, these` also shall be included in thepricing. Supplier shall bear all risk of loss during transit: 4.5 Except as specifically set forth on Attachments A and F Purchaser shall not be responsible for any additional casts or expenses of any nature incurred by Supplier in connection with the provision of the Products, including without limitation travel expenses, clerical or administrative personnel, long distance telephone charges, etc. ("Incidental Expenses"). To the extent that Attachment A expressly requires Purchaser to reimburse Supplier for Incidental Expenses, and notwithstanding- anything else set forth in this Agreement, including Attachment A, Purchaser shall not be responsible for any such reimbursement unless the expenses to b reimbursed are (i) approved, ineach instance, in advance by Purchaser; and (ii) substantiated by appropriate receipts and related documentation. It is acknowledged and agreed that purchaser may, as a condition of its approval of any such Incidental Expensereimbursement, require in each instance .Supplier to utilize suppliers or service providers prescribed by Purchaser, which may include suppliers or service providers which are affiliated with Purchaser. 4.6 Price reductions or discount increasers may be offered at any time dig the contract term and shall become effective upon notice ofacceptance from Purchaser-- AR_ 1CLE 5 -- NSU,, ►XCE Duri ng the terms of this Agreement Supplier shall maintain ate dwft cost and expense (and shall cause any subcontractor to maintain) insurance polieies providing insurance of the kind and in the amounts generally carried by reasonably prudent manufacturers in ft, industry, with one or mme reputable insurance companies licensed to do busin sour. the states where Products are to be,soldhereunder. Supplier agrees that it shall indemnify,, defend and hold harmless Pure; its respective officials, directors, employe and agents (collectively, the "Indemniti+es" X and National Purchasing Parttmem 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 ofthc Indemnities by reason of, or prising out of, (i) any breach of any covenant, representation or warranty made by Supplier in this Agreement, (ii}any feelers by Supplier to pedwin or fulfill any, of its obligations; covenants or agreements set forth in this Agreement, (iii) the negligence or intentional .misconduct of Supplier, any subcontractor of Supplier, or any of their respective employees or agents, (iv) any fair of Supplier, its subcontractors, or their respective employees to comply with any Applicable Law, (y) any litigation, proceeding or claim by any third party relating in anyyway to the obligations of Supplier under this Agreement or Supplier's performance under this Agreement, (vi) any Employee Taxes or Unemployment Insurance, or (vii) an)r claim alleging that the Products or araypart 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, lass, expense, cost, obligation or liability is due to the breach of this Agreement by, or negligence or willful misconduct of, purchaser or its officials, directors, employees,rgents or -contractors, in addition Supplier shall not be liable for in ringement claims related to nonstandard or special -order product, the design of which is provided to Supplier by Pureliarser. The provisions of this Article shall survive the expiration or termination of this Agreement.. LIMITATION OF LIABILITY: IN NO EVENT WILL EITHER PARTY BE LIABLE' FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION WITH OR ARISING OUT OF THNAGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR INJURIES TO PERSONS OR TO ,PROPERTY DR LOSS OF PROFITS CAR LOSS OF FUTURE BUSINESS OR REPUTATION WHET14ER BAS, E% ON TO RT OR B REA CIT OF C aNT .ACT OR 0T14VR BASIS, EVEN IF° IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, All maintenance and warranty questions should be routed to Supplier at 866. 88.4936. Supplier will facilitate and coordinate with the appropriate service c enter and contact. AR EJ - W, SPIECTION, AN RMEICLION 8.t Purchaser shall have the right to i Aim. ent, and within a reasonable time- after deli not inspected within a reasonable time ar deli, payr ew 6r Products shall in no way impair the Products, or to avail itselfof other remedies: 6 8.2 if any of the Productsarefound at anytime to be defective m material or workmanship, damaged, or otherwise not in conformity with the requirementsof this Agreement or any applicable Purchase'Order, as its exclusive remedy, Purchaser may at its option and at Supplier's sale cost and expense,elect either to (i) return any damaged, non-confor"fng Or defective Products to supplier for correction or replacement, or (ii) require Supplier to insert the Products and remove or replace damaged, non -conforming or defective Products nth conforming Products;. If Purchaser elects option (ii) in the preceding sentence and Supplier fails promptly to make the necessary inspection, removal and replacement, Purchaser, at its option, may inspect and sort the Products and Suppl ier shall bear the cost thereof payment by Purchaser of any invoice shad not constitute acceptance of the Products covered by such invoice, and, acceptance by Purchaser shall not relieve Supplier of its warranties or tither Obligations under this Agreement. 8,3 The provisions of this Article shad survive the expiration or termination of this Agreement. ARTICLE 9 -- SUMDEMOMS Except as otherwise permitted hereunder, Supplier may, not make any substitutions o Products, or any portion thereof, of any hind without the prier written consent. cif Pu baser ARTICLt iQ . LQ?pLIAIT(.' WS 10.1 Supplier agrees to comply with all Applicable laws. Without lirnitatiOn of the foregoing. sentence, 'Supplier shall comply with all applicable equal employment opportunity, affirmative action, and. all Other contract clauses required by Applicable Law and shall, at Supplier's expense, secure anti maintain in full force durinj; the Terra of this,Agreement, any and all licenses, permits, approvals authnri�ations, registratityns and certificates, if any, mar by Applicable Laws in :connection with the performance of its obligations hereunder. At Purchase request, Supplies shall provide to Purchaser-wpi+es ofan or all such licenses, its, ttp rvr authorizations, registrations and certificates. cecution of execution 10.2 Purchaser has taken all required governmental action to actthOriZe this Agreement and there is no govv=entai or legal impediment against P rchs of this Agreement or performance of its obligations hereunder. ARTICLE I I — P�I7BLICIT"Y I CC3� LINT 11.1 No news releases, public announcements, adverti sing,niateriaK Or Q of Sarre, concerning any part of this Agreement or any Purchase Order issued here issued or made without the prier written approval of the ptrrtie$. Neither party shall advertising, sales materials or in any vther'�'ay a any of the nos or logt�s t1iE without the prier written approval of tb vther party. 7 11.2 Any knowledge or information which Supplier or any of its aif iliates shall have disclosed or may hereafter disclose to Purchaser, and which in any way relates to the Products covered by this Agreement shall not, unless otherwise Oesignated by Supplier; 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. 0 OV Subject to Supplier's reasonable security and auffidentiality procedures, Purchaser, or any third party maned. by Purchaser, may at any time upon prior reasonable ,notice to Supplier, during normal business hours, audit the books, records anti accounts of Supplier to the extent that such hooks, records and accounts pertain to We of any Products hereunder or otherwise relate to the performance of this Agreement by Supplier. Supplier shall maintain all such books, records and accounts fora period of at least three ( years after the date of expiration or termination of this Agreement: This Article 12 and Purchaser's rights her€ under shall survive the expiration or , termination of this Agreement for period of three (3) yew after the date of such expiration or termination and Purchaser shall continue to have the right to audit during such period. ARTICLE 13 - DELIVERY RE OW EMEV"I'S TIME IS OF THE ESSENCE WITH RESPECT TO EACH PURCHASE 09ER ISSUED HEREUNDER. If Supplier for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements hereunder or under any Purchase Order, Supplier shall promptly notify Purchaser in siting. Except as otherwise' provided. in Article 18 below, if Supplier Joesnolt comply -with the applicable delivery schedule in addition to any other remediesit may have, Purchaser may require delivery by fastest method available and any actual out -cif pocket cba es or costs resulting from such method include but not limited to, premium shipping rates, etc.), if any., must be folly prepaid andtor absorbed by Supplier without adilitional cost to Purchaser, It is Supplier's responsibility to comply with the delivery schedule applicable to each Purchase Order Accepted by Supplier. ARTICLE 14 K OF L� L,. ,_ SS A —".,PASS —AGE OF ')i'`M__"J Supplier shall have the risk of loss of or damage -to any Products until passage of title to Purchaser. Purchaser shall have the t isle of loss of r damag+c to the Products after tide has passed to Purchaser. Title to Products shall .not transfer until the Products have been delivd to and accepted by Purchaser at' Purchaser's Destmation. ARTICLE 15 - DIES Except as of se providedin, Anyright.orremedy of $uppliet or Purchaser set forth in this, Agreement shall not be exclusive,, And,, in addition thereto, ,Supplier and Purchaser shall have .all .rights and remedies under applicable law, including without limitations, equitable relief. The provisions of this Article awl .survive the,expiration nr termination of this Agreement. ARTICLE 1+ -, RELATIONSHl OF PARTIU Supplier is an independent contractor and is not are 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 Supplier and Purchaser. Neither party has the power or authority to bind or commit the otter. AIiT'ICLE I7 - NOTJCE 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 Purchaser: South Davis Metro fire Agency ATT — Chief Jeff Bassett 55 South 100 West Bountiful, UT 84011 If to Supplier. David Mooney ES 3 901 Fruit Valley Rd. Vancouver, WA 99660 with a copy to Bruce R. Busch; Senior Vice President National Purchasing Partners, LLC I 100 Clive Way, Suite 1020 Seattle, WA 99101 Dither party may change its notice address by giving, the other party 6tten noti change in the manner specified above. ARTICLE 18 - FORCE A.UU-R Delay, in performance or non -form e 'd any Obligation contained h excused to the extent such 'failure or nc of this Agreement, `force majeure;" s , an obligation which is beyond the rea latnitation, fire, flood s bo%Rel ship 3 riot, acts ofgovenumcatal authority 0 r 9 ventixlg dWt he, rpurposes atan of v�ntla+�ut regulations. now in existence as -well as those enacted in the future, acts of God, 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 rnajeure situation, deliveries or acceptance of deliveries that have been suspended shall not be required to'be made upon the resumption of perforniance. ARTICLE 19 - MTA_JVER W0 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, acid any .single ar 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 20 - PARTIES BOUT' D ASSIGNMENT This Agreement -shall inure to the benefit of and shall be binding upon the, respective successors and assigns cfthe parties hereto, but it may not be assignee) in whole or in part by Supplier without the prior written consent of Purchaser which shall not be unreasonably withheld or delayed. Supplier shall not delegate its duties under, this Agreement nor assign monies due or to become clue to it hereunder without prior written consent of Purchaser. Purchaser may freely assign this Agreement to an instrumentality thereofor to a third party responsible for administering this Agreement on behalf of Purchaser ARTICLE 21,, _ SE"RABIMY 'to the extent possible, each pro -vision of this Agreement and any Purchase Oder shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement or any Purchase Order is in accordance with this Agreement is declared invalid or unenforceable by judicial determination or otherwise, such provision shall not invalidate tar reader unenforceable le the. entire Agreement or Purchase Order, but rather the entire Agreement or Purchase Order shall be constr red as if not containing the particular invalid or une orocable provision or provisions are+ die rights anti obligations erf the parties shall be construed and enforced accordingly. 22.1 All the prtavisiorns of the Anachments hereto are .hereby incorpdratcd ]herein ant «made a part of this Agreement In the event of any afparebt conflict betwem, any pr ision set forth in the main body of this Agreement and any provision set forth in the Attachments, including the RFP and/or Supplier's Proposal, the provisions shall be interpreted, to extent possible, as if they do not cattflict. In the evert that an interpretation is not passible, the provisions set forth in the main body of this Agreement shall control. lU. 222 This A ement (iarel dsr Attac moats anti ContraccDocuments hereto) torastitaites die entire ajgrecmentof the p;WksyclWingto the supersedes any and aall.privr written and aarati agreetrj:nts or understandingunderstandinp relating tD scwh sul�=t rt atltwr Headings used in this Agreement; aria for convenience of reference only a*+d shall in 00 *gay be used to c onstrne or limit the protiwons set forth in this AgireernejEct. 'l"his.Agreement e maybe mdifio [car amended only by a writing exa euted by both'p4ttiies heneta�. _ MT t5 - G AtzNC LAW This Agreement shall be pvc=0 by asact taaEerpmtcd in aPcwManao with the laves of the, state in w iich'tho Purchaserexists, ivithf�ut retard to its chniceof law preaa rnio;I& iN V4'9ThF#?w wHeRFDi*r the a tia±s have executed this Agrec awrtt as of the d y',and year first 'wri(ten above: PURCHASER. to purchase I Turnouts A1116006YWAT"Us" M, IX PA)MO. NF, KS, TA, ,MN.SD, NP 440" "ONWO 0:13% Oef"m awkoblift* CA, AL NM. MWYW,. Wl& 0xv, O.W.-m SCB -SCO TT Sa*ty CTM, facepimm and cylhWM wed% off'UMP {#trade is cMdits athrurWe when toratiti©ns P=TO' Sycorr till startioos and cow0wors Iowa s &9tM tt of Cxee -SCOM Joe eqWpM=t at MA Off MSIM Equ plmalt -Si OTT `T'la yow Imaging, Canam has .RIT Safety vo'Ps, baMMIM baltont systMs„ etc Is 7 09? SP'p -CC Pecuts,.6 , builout etc is 15% offmap -e7cwo r is 15%.off MSR ' his Rawue tools is 10 ofFlxat (lM&W to T7T.C4, T+iM AZ, WA,,OR, WY, PIv,> T II, M[ atui CA) .R,gmstro Rescue Took is 5%off list (1huhed to Ar, and Un -Yiamt It avert Te* is 2WA off s' Um3ted to NC, SC, NJ. PAa, VAS ND, STD NF, IA, FL, TN, At, 43A)' -Ajax . ieseve ?oohs is 1 A#' off S" -.fte, Sam is 20% off MUP -Aluminum I.Adder 06 is 2M tall NTW =53mulalds is l wit" -Zwamteo 49sup F) i I** offA+SW .Tempest Puts is 200% off )AW OV, WA, -Cutters Edge is T err -aCr,wes {Ratty R604 k 5% M",P 13' -Nupie Tools is "% off AdSRI' IA *thtnccsd Tanis is 30% off MSS' -A kme Teals is 30% WM RP `!'cols is35% off witp Fos Fury ft"hiligbb is 12% off MSRP -Kotbkr-"t Stir is 5% off ms" --Permw is 251/0 COM89P Fero Goan WiidW-4 Gear is 12"A *ff MSR.P <i'etrogea ftedncts is 10%vjfMSRP 4U*"Ow is25%offMW -liomtc, is 25% off MSKP -M Safety is 3A%' off MSRP -0"cbmedofrodocts at,34%VOM&R " --Our l Rgfteriaxre 40% off MSRP -Aaecm Fire F:a tW%vis rs as 25%offMSRP Halt »quip fosse ties it discount of 25?� of1 catsFv� pri�ng Brass -Elkha3 t Brw (incites asm Chief and TrA4llior44 Jim p dupts) is 40%off MSRP 14 -Kodick +adaprrus, etc is 40% ad MS> :T** Farce ryes C 3 s is 30% off Msf (limited fa,PA, VA" NJ, FL, NY, NC, IL, T,N) -C-Fare a by'T'F!' (nati l aiia iRty) ba w diswua r ilk Msmrfa urrrr: -ACOM OMPHR s Is ZrWO' USi 41arrington is:3a5% QXM ' -S&H Froduets'is csitxtaff',P! lanft w1do is appruxl Y 3e0% off Ai OR? Foam - AMW'PoW is20%off WWI -gym Guard is 2M*ffMWO _CET Pur "is lO% affVw BadgWStattctlQ Wear zfnd Uniforms -SIX Tactical statue wear4ft is MaffMAP -T'r a Spree static wear Aciis 2SIA aiT`M" -�'Y� Vniianas its 1 aff Mom' -VV ima evrt r {fir}ratc l is 20%off MW Pricing contained in this Attachmett A shall be extendedtu all Nottional Purchasir gbvem, vaent members UPOU exMutiarr �f the National Purchasing Partners Iintergn Cooperative Purtbas Agreem nt Participating Apnoy Fndursenient and Autho is to Purchase Agreement by and between aLTPPLIER and ADDITIONAL SELLER WARRANTIES 16 TTA __ MENT to Purchase Agree,ned t by and between SUPPLIER and pilRtr —ASER. PARTICI A�`:tN AGE NCUES Purchaser served as the Leal Contracting Agency in cooperation with National Purchasing Partners and 0n behalf of other government agencies that desire to access the Master Purchase Averment. Supplier must,deal directly with any Participating Agency concerning the placement of orders, issuance of the purchase .orders, contractual disputes, invoicing and payment. The Purchaser is acting as "Lead Contracting; Agency" for the Parrtieiputing Agencies and shall not be held liable for'ariy costs, damages, etc., incurred by any ether Participating; Agency, The subsequent contract shall be construed to be in accordance with and govern laws of the State in which the Participating Agency existsr Each Participating Ag en4 i; to execute a National Purchasing- Partners Member intergovernmental Cooperative Purl Agreement °IGN), all as set forth on the National Purchasing Partners web site, ,myn p.corn, under the Supplier vendor page; The IGA allows the Participating wy,ywpurchase products #item the Supplier in accordance with each Parti tin9 Agency's le requirements. 1 by the required .ncy to W.. South Davis Metro fire Agency, Fire Turnouts and Fire Rested Equipment $olidtation Synopsis - Sol citation No, 2013-1 intent, South Davis Metro Fire Agency in conjunction with National Purchasing Partners, LLC (NPP), dba Fireliescue GPO and Public Safety GPO, served as Lead Agency to solicit proposals for Fire Turnouts and Fire Related Equipment providers to service the NPP membership, the published Request for Proposal (RFP) contains provisions that permit all members of NPP throughout the nation to 'piggy -back" off the resulting Master Price Agreement(s). Determination for Issuing RFP South Davis Metro Fire Agency has determined that it is neither practicable nor advantageous for South Davis Metro Fire Agency to procure Fire Turnouts and Fire Related Equipment using competitive sealed bidding. Competitive sealed bidding limits evaluation of offers solely to -compliance with the requirements, provides no opportunity to compare the product and service offerings among the vendors, prohibits revision of the offers, and uses price as the predominate deciding factor. Such limitations prevent South Davis; Metro Fire Agency from awardingthe most advantageous contract(s) for South Davis Metro Fire Agency. Procedure South Davis Metro Fire Agency issued and published an RFP 12013-1j on lone 24, 2013. Sour JIavis Metro mitre Ageoqv air iu+�awns a Fa�I�p�a leis a new�e kwra+we.x,ewxrknoM�;zw,-ww,�,.�s-�rr.���= The RFP was posted to the following web sites: wwWe nogav ernment.com, www.firerescue-gpo,com, ww, w.SDMetrofire.org, and www.fin"rfn.corrr South Davis Metro Fire Agency received proposals from the following -vendors: 1. I.A. Curtis 2.. Municipal Emergency Services l(MU) Proposals were evaluated over a twti-week period by South Davis Metro fire Agency based on the criteria; contained In the RFP. South Davis Metro Fire Agency reviewed a sommary of the recommendations and selected the successful propaser(��. Evaluation The evaluation was based on the fallowing criteria as described in the RFP (weighted): Bask csf awards Award(s) w4l be made to the responsive and responsible offeror(s) whose propgsal(s) Is (are) deter ined.lo writing to be most advantageous to South Davis Metro Fire Atericy and for the. ational membership base of National purchasing: Partners DBA FireftescoO jQPO and Public Safety GPO, South Davis Metro fire Agency reserves the right to use model projects/market baskets to determine the most advantageous proposai(s), It is South Davis Metro fire Agency's intent to award a completeline of produt , when possible and advantageous, Best anti final offorss South Davis Metro fire Agency may issue requests fair best an0 final offers (BAN), Issuance of a best and final offer is not guaranteed, proposals should be complete'and meet allspecifications and requirements of this solicitation. Competitive range, South ;Davis Metro fire Agency:reserves the right to establish a' competitive range of acceptable proposals as part of the evaluation process, Proposals not -in the competitive-rangeare unaccpptableanO will notrecolve further awartl consideration. Criteria; The evaluation criteria for this solicitation, in relative order of importance are as follows. r Conformance to the terms andconditions in -the *, icitation; Cbmpleteness oft( a proposal andrequired forms; r Price, Including favorable pricing for cooperative purchasing; • Product linesoffered • Service capabilities for all regions of the -state • Demonstrated vendorlstaff+experiience/knowledge, anther product quality; and + 'References and Past.Performance Infotmatioo (PPl) review The evaluation ommitt" se[ted L N. Curtis as the Reglattal Proposer and MIS as the rational' Proposer. ; ore - list pricing per: -vendor - See Price list Attachment A to lVa PA. AFFIDAI IT OF MAULING STATE CF WASHINCTON ) ss. ; COUNTY OF KING ) 1, Michael Angeles, being first duly sworn on oath,; deposes and states that I am a Contract Manager for National Purchasing Partners (dba Public Safety GPO and FireRescue GPO), a group purchasing organ'izaticn. On May 8th, 2013, 1 caused to be deposited in the United Mates mail at Seattle, King County, Washington, with first class postage prepaid, one each copy of the attached NOTICE OF SOLICITATION for the MASTER AGREEMENT FOR FIRE EQUIPMENT to the fallowing addresses: L.N. CURTIS AND SONS MES CJO C/O Shridhar Shah Nick Lawrence 7 Poverty Road 818 Skycrest Way 80H Bennett Square Santa Rosa, CA 95405 Southbury CT 06488 heFireStore.com vant1S1 104,Independence Way Mark Williamson Coatesville, PA 19320 922 Humcane Shoals Read' Lawrenceville GA 30043 INLINE DISTRIBUTING COMPANY eery Loran f4, Bryan Miller GIC Lion Apparel 1401�3 BA1..Bt'}A BLVC} �8$2tJ Forest Dr. Sylmar, CA 91342 Carborrado WA 98323 REQUEST FOR PROPOSAL 2013-1 DUE JUNE 24, 2013 @ 3: 00 P.M. MST Proposals must be submitted in a sealed envelope or box properly addressed to South Davis Metro Fire Agency, 255 South 100 West, Bountiful, UT 84011 with RFP 2013-1, Proposal Due June 24, 2013 at 3:00pm MST, and Offeror's Name and Address clearly indicated on the envelope or box. South Davis Metro Fire will not be responsible for late receipt of proposals. Proposals must be in the actual possession of South Davis Metro Fire Agency on, or prior to the exact time and date indicated above. Proposals shall be opened immediately following the proposal due date and time, and the name of each offeror will be publicly read and recorded. South Davis Metro Fire seeks proposals to establish contracts for sources for the following materials, equipment and/or services: Fire Turnouts and Fire Related Equipment This solicitation consists of instructions, general terms and conditions, award criteria, proposal form, form of contract, special terms and conditions, and specifications. Offerors are strongly encouraged to carefully read all general information, the special terms and conditions, and specifications for the products/services being offered. Failure to examine any of the requirements will be at offeror's risk. The South Davis Metro Fire Agency (SDMFA) reserves the right to cancel this solicitation and/or reject all proposals in whole or in part if SDMFA determines that cancellation and/or rejection are advantageous to the SDMFA. Questions regarding this Request for Proposal should be directed to: Primary Contact Jeff Bassett, Deputy Fire Chief email: ibassett!iOdmetrofire.ore phone: (801) 677-2403 Jeff Bassett Deputy Fire Chief Date: Offer and Contract Award RFP 2013-1 Fire Turnouts and Fire Related Equipment To South Davis Metro Fire Agency: The undersigned hereby certifies understanding and compliance with the requirements in the General Terms and Conditions. Offeror further agrees to furnish materials and/or services in compliance with all terms, conditions, specifications and addenda in the solicitation and any written exceptions in the offer. r�_�____t r_____t__.__ r�___�•r __.c ___ Ic____t___.. RFP Preparation & Checklist You have received this solicitation because of your company's expressed interest in providing the required products and services to the South Davis Metro Fire Agency. Review this document in its entirety to make sure you fully understand the products and services that we are requesting. Please do not assume that a particular form, section, specification or information does not or should not apply to you. Contact South Davis Metro Fire Agency with any questions that you may have. We have included this preparation form and checklist to assist you in preparing your response. Follow each step, placing the required information in your response binder in the proper place. All of the items listed below are required. Initial next to each item to indicate completion. Step TWO: Obtain a set of three -hole punched index dividers with 9 tabs. Proposal shall be submitted in a 3-ring binder. Step THREE (Preparation of response, in order): Tab 1: Offer & Contract Award The Offer and Contract Award page is signed and placed after Tab 1. Tab 3: General Terms and Conditions A completed copy of the General Terms & Condition is placed after Tab 3. A copy of the General Terms and Conditions Acceptance Form is placed after Tab 3. Any exceptions to the General Terms and Conditions are noted and explained. Tab 4: Offeror Qualifications A complete response to the Offeror Qualifications (Appendix A) is placed after Tab 4. The financial information required in the Offeror Qualifications is placed after Tab 4. The certificate of insurance required in the Offeror Qualifications is placed after Tab 4. Tab 5: Special Terms and Conditions. Scope of Work and Specifications A completed copy of the Special Terms and Conditions is placed after Tab 5. A completed Special Terms and Conditions and Scope of Work and Specifications Acceptance Form is placed after Tab 5. Any exceptions to the Special Terms and Conditions and/or explanations for deviations to the Scope of Work and Specifications are provided. (Continued on next Page) RFP Preparation & Checklist (cont.) General Terms and Conditions Place after Tab 3 CANCELLATION Cancellation for bankruptcy or acquisition: South Davis Metro Fire Agency reserves the right to cancel, or suspend the use of any contract if contractor files for bankruptcy protection, or is acquired by an independent third parry. Cancellation for conflict of interest: South Davis Metro Fire Agency may cancel this contract or any purchase order issued under this contract within three (3) years after contract execution, for conflict of interest. Conflict of interest occurs if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of South Davis Metro Fire Agency, is or becomes at any time while the contract or an extension of the contract is in effect, an employee of, or a consultant to, any other party to the contract, with respect to the subject matter of the contract. South Davis Metro Fire Agency shall incur no penalty or further obligation if the contract is cancelled for conflict of interest. Cancellation shall be effective when the contractor receives written notice of the cancellation, unless the notice specifies a later time. Cancellation for convenience: South Davis Metro Fire Agency reserves the right to immediately cancel the contract without penalty or recourse, in whole or in part, when South Davis Metro Fire Agency determines that action to be in the best interests of its Members. Contractor shall be entitled to receive just and equitable compensation in accordance with applicable contract pricing for work in progress, work completed and materials accepted before the effective date of the cancellation. Cancellation for non-performance or contractor deficiency: South Davis Metro Fire Agency may terminate any contract if Members have not used the contract in any 12-month period, or if purchase orders total less than $100,000 per year. South Davis Metro Fire Agency reserves the right to cancel the whole or any part of this contract due to failure by contractor to carry out any obligation, term or condition of the contract. South Davis Metro Fire Agency may issue a written deficiency notice to contractor for acting or failing to act in any of the following: • Providing material that does not meet the specifications of the contract; • Providing work and/or material that was not awarded under the contract; • Failing to adequately perform the services set forth in the scope of work and specifications; • Failing to complete required work or furnish required materials within a reasonable amount of time; • Failing to make progress in performance of the contract and/or giving South Davis Metro Fire Agency reason to believe that contractor will not or cannot perform the requirements of the contract; • Performing work or providing services under the contract prior to receiving a South Davis Metro Fire Agency reviewed purchase order for such work; and/or • Accepting non -South Davis Metro Fire Agency reviewed purchase orders (under the contract). Upon receipt of a written deficiency notice, contractor shall have ten (10) days to provide a satisfactory response to South Davis Metro Fire Agency. Failure to adequately address all issues of concern may result in contract cancellation. Upon cancellation under this paragraph, all goods, materials, work, documents, data and reports prepared by contractor under the contract shall become the property of the Member on demand. Cancellation for replacement: South Davis Metro Fire Agency reserves the right to cancel a contract awarded under this solicitation and replace it with a newer contract awarded to the same vendor for similar goods and services. South Davis Metro Fire Agency may, at its option, either replace a contract resulting from this solicitation or delay a new award until the existing contract expires. The decision to replace the contract rests solely with South Davis Metro Fire Agency. Contractor cancellation: Contractor may cancel this contract at any time upon thirty (30) days prior written notice to South Davis Metro Fire Agency or on the yearly anniversary of the contract. Termination shall have no effect on projects in progress at the time the notice of cancellation is received by South Davis Metro Fire Agency. Continuation of performance: Contractor shall continue to perform in accordance with the requirements of the contract, up to the date of cancellation and as directed in the cancellation notice. Gratuities: South Davis Metro Fire Agency may cancel this contract if it is found that gratuities in the form of entertainment, gifts or otherwise, were offered or given by contractor or any agent or representative of contractor, to any employee of South Davis Metro Fire Agency with a view toward securing a contract or with respect to the performance of this contract. Samples of software, equipment or hardware provided to South Davis Metro Fire Agency for demonstration or evaluation are not considered gratuities. CERTIFICATION By signing the Offer and Contract Award page offeror certifies the following: • Offeror has examined and understands the terms, conditions, scope of work and specifications and other documents in this solicitation. • The submission of the offer did not involve collusion or other anti -competitive practices. Neither signatory nor any person on his behalf, has not agreed, connived or colluded to produce a deceptive show of competition in the matter of the bidding or award of a contract under this solicitation. • Offeror has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the submitted offer. • Neither offeror, nor any officer, director, partner, Member or associate of offeror, nor any of its employees directly involved in obtaining contracts with the State of Utah, South Davis Metro Fire Agency or any subdivision of the state has been convicted of false pretenses, attempted false pretenses, or conspiracy to commit false pretenses, bribery, attempted bribery or conspiracy to bribe under the laws of any state or federal government for acts or omissions after January 1, 1985. • Offeror shall not discriminate against any employee, or applicant for employment in violation of federal and state laws (see Federal Executive Order 11246; ARS § 31-1461). • Offeror is not currently suspended, debarred or otherwise precluded from participating in any public procurement activity with any federal, state or local government entity. • If awarded a contract, offeror agrees to promote, offer and sell under South Davis Metro Fire Agency contract only those materials and/or services awarded to contractor by South Davis Metro Fire Agency. • If awarded a contract, offeror will provide the equipment, commodities, and/or services to Members of South Davis Metro Fire Agency in accordance with the terms, conditions, scope of work, specifications, and other documents of this Request for Proposal. CLARIFICATION/DISCUSSIONS Clarifications: Clarification means communication with offeror for the sole purpose of eliminating minor irregularities, informalities, or apparent clerical mistakes in the proposal. It is achieved by explanation or substantiation, either in response to an inquiry from South Davis Metro Fire Agency or as initiated by offeror. Clarification does not give offeror an opportunity to revise or modify its proposal, except to the extent that correction of apparent clerical mistakes results in a revision. Discussions: After the initial receipt of proposals, South Davis Metro Fire Agency reserves the right to conduct discussions with those offerors whose proposals are determined to be reasonably susceptible of being selected for award. Discussions occur when oral or written communications between South Davis Metro Fire Agency and offeror are conducted for the purpose of clarifications involving information essential for determining the acceptability of a proposal or that provides offeror an opportunity to revise or modify its proposal. South Davis Metro Fire Agency will not help offeror bring its proposal up to the level of other proposals through discussions. South Davis Metro Fire Agency will not indicate to offeror a cost or price that it must meet to obtain further consideration nor will it provide any information about other offerors' proposals or prices. CONFIDENTIAL INFORMATION Confidential information request: If offeror believes that its proposal contains trade secrets or confidential information that should be withheld from public inspection, a statement advising South Davis Metro Fire Agency of this fact shall accompany the proposal, and the information shall be so identified wherever it appears. South Davis Metro Fire Agency shall review the statement and shall determine in writing whether the information shall be withheld. If South Davis Metro Fire Agency determines to disclose the information, South Davis Metro Fire Agency shall inform offeror in writing of such determination. Requests to deem the entire offer as confidential will not be considered. Pricing: South Davis Metro Fire Agency will not consider pricing to be confidential or proprietary. Public record: All proposals submitted in response to this solicitation shall become the property of South Davis Metro Fire Agency. They will become a matter of public record available for review, subsequent to award notification, under the supervision of South Davis Metro Fire Agency. COOPERATIVE PURCHASING 1.1 GENERAL INTENT The South Davis Metro Fire Agency (hereinafter referred to as "Lead Contracting Agency"), in association with National Purchasing Partners, LLC ("NPP"), dba as FireRescue GPO ("FRGPO") and Public Safety GPO, on behalf of NPP's public agency and government nonprofit members ("Participating Agencies"), as authorized under the terms of the NPP/FRGPO Member Intergovernmental Cooperative Purchasing Agreement executed by all Lead Contracting and Participating Agencies, a cooperative procurement group, is soliciting proposals from qualified companies (hereinafter referred to as "Vendor") to enter into a Master Purchase Agreement for Fire Turnouts and Fire Related Equipment. The intent of this Interstate Cooperative Procurement Solicitation (Solicitation) is to invite Proposers active in the sale and distribution of Protective Equipment (PPE) to submit a competitive Master Purchase Agreement offering Fire Turnouts and Fire Related Equipment to NPP members locally and nationally within all 50 States and its territories; to reduce expenses by eliminating multiple requests for proposals and multiple responses by Vendors; and obtain discounted pricing through volume purchasing. Significant sales potential exists because the Master Purchase Agreement will be used without the need for Participating Agencies to duplicate the formal solicitation process and expend staff resources and funds. Offerors may propose the manufacturer's entire catalog, or portions thereof ("catalog discount") in order that National Purchasing Partners' members who wish to access the Master Purchase Agreement may order a broad range of goods and services as needed. These objectives do not preempt Participating Agencies from using other contract vehicles or competitive processes as required or allowed by law. 1.2 POTENTIAL MARKET The market potential for this solicitation includes the thousands of current local government members of NPP, FireRescue GPO and Public Safety GPO and all other local government fire, rescue and public safety agencies which are eligible for membership nationwide. 1.3 REQUIREMENTS Solicitation is subject to Lead Contracting Agency's General Conditions & Instructions to Proposer(s), and the following requirements: A) Proposal price, terms and conditions, provided that the Participating Agency has satisfied all of its local and state solicitation and purchasing requirements. By submitting a proposal, the Proposer(s) agrees to make the same proposal terms and price, exclusive of freight and transportation fees, available to other Participating Agencies. The Lead Contracting Agency and NPP will not incur any liability in relation to specifications, delivery, payment, or any other aspect of purchases by such Participating Agencies. The successful Proposer must deal directly with the Lead Contracting Agency or Participating Agencies concerning the placement of orders, disputes, invoicing and payment. The Lead Contracting Agency and NPP shall not be held liable for any costs or damages incurred by or as a result of the actions of the Vendor or any Participating Agency. Successful Proposers must comply with the state and local laws, rules and regulations in each state and locality where product is provided. B) Each Participating Agency shall execute a Participating Agency Endorsement and Authorization included in the Member Intergovernmental Cooperative Purchasing Agreement. While the terms of the Master Purchase Agreement will govern the general pricing terms, each Participating Agency will request modification of the Master Purchase Agreement in accordance with each Participating Agency's state and/or local purchasing laws, rules, regulations and procedures. Each Participating Agency may, at its discretion, request additional legal and procedural provisions not included herein that the successful Proposer must adhere to in order to conduct business with said Participating Agency. C) NPP provides vendor exposure and marketing support for the successful Proposer's products throughout its membership. Successful Proposers servicing NPP government and non-profit membership are required to pay a Contract Administration Fee. A portion of said fee is used to offset the costs of member programs, and the marketing and administration of NPP, and a portion is distributed to fire service chiefs associations. Successful Proposers will be required to execute the NPP Vendor Administration Agreement. Membership in NPP is offered at no cost to all Lead and Participating Agency members. 1.4 CONTRACT USAGE The actual utilization of any Master Purchase Agreement will be at the sole discretion of the Participating Agencies. It is the intent of this Request for Proposal and resulting Master Purchase Agreement that members of NPP, FireRescue GPO, and Public Safety GPO (Participating Agencies) may buy directly from Successful Proposers without the need for further solicitation. However, Participating Agencies are urged to seek independent review by their legal counsel to ensure compliance with all local and state solicitation requirements as well as the need of further notice prior to utilizing the Master Purchase Agreement. DELIVERY Default in one installment to constitute total breach: Contractor shall deliver conforming materials in each installment or lot under this contract and may not substitute nonconforming materials. South Davis Metro Fire Agency reserves the right to declare a breach of contract if contractor delivers nonconforming materials to any Member under this contract. Defective goods: Contractor agrees to pay for return shipment of goods that arrive in a defective or non - operable condition. Contractor shall arrange for return shipment of damaged or defective goods. Delivery time: Delivery will be completed within the timeframes as established within proposal. Delivery time is of the essence and failure to deliver any order within the time frame specified on the purchase order may result in cancellation of that purchase order. Improper delivery: Unless contrary to other parts of this solicitation, if the goods or tender of delivery fail in any respect to conform to this contract, Member may reject the whole, accept the whole, or accept any commercial unit or units and reject the rest. Restocking fees: A restocking fee may only be charged on products ordered and delivered to Member's site. Restocking fees in excess of fifteen percent (15%) will not be allowed. Contractor may waive restocking fees. Shipping charges on returns must be identified. ESTIMATED QUANTITIES South Davis Metro Fire Agency anticipates considerable activity resulting from this solicitation. An estimate of purchases is provided in the overview of the requested materials or services. However, no commitment of any kind is made concerning quantities actually to be acquired. South Davis Metro Fire Agency does not guarantee usage. Usage depends on the actual needs of Members and marketing by contractor. EVALUATION & AWARD Basis of award: Award(s) will be made to the responsive and responsible offeror(s) whose proposal(s) is (are) determined in writing to be most advantageous to South Davis Metro Fire Agency and for the national membership base of National Purchasing Partners DBA FireRescue GPO and Public Safety GPO. South Davis Metro Fire Agency reserves the right to use model projects/market baskets to determine the most advantageous proposal(s). It is South Davis Metro Fire Agency's intent to award a complete line of products, when possible and advantageous. Best and final offers: South Davis Metro Fire Agency may issue requests for best and final offers (BAFO). Issuance of a best and final offer is not guaranteed. Proposals should be complete and meet all specifications and requirements of this solicitation. Competitive range: South Davis Metro Fire Agency reserves the right to establish a competitive range of acceptable proposals as part of the evaluation process. Proposals not in the competitive range are unacceptable and will not receive further award consideration. Criteria: The evaluation criteria for this solicitation, in relative order of importance, are as follows: I ) conformance to the terms and conditions in the solicitation; 2) completeness of the proposal and required forms; 3) price. including favorable pricing for cooperative purchasing; 4) product lines offered; 5) service capabilities for all regions of the state; 6) demonstrated vendor/staff experience/knowledge, and/or product quality; and 7) references and Past Performance Information (PPI) review. Deviations and exceptions to requirements: Deviations or exceptions stipulated in a proposal may result in disqualification. Language to the effect that offeror does not consider this solicitation part of the contract may result in rejection of the proposal. Formation of contract: A response to this solicitation is an offer to contract with South Davis Metro Fire Agency based upon the terms, conditions, scope of work, and specifications contained in this request. A proposal does not become a contract unless and until South Davis Metro Fire Agency accepts it. A contract is formed when a South Davis Metro Fire Agency administrator signs the award document. Multiple award: To assure that our contracts meet the requirements, South Davis Metro Fire Agency reserves the right to award multiple contracts. Such decision will be based upon considerations for department/member experience with existing products and systems, brand continuity for parts replacement and future expansion. Offeror should consider the fact that South Davis Metro Fire Agency may award multiple contracts in preparing their response. The decision to award multiple contracts, award a single contract, or make no award rests solely with South Davis Metro Fire Agency. A multiple award shall be made only if the procurement officer determines in writing that a single award is not advantageous to South Davis Metro Fire Agency or the NPP membership. A multiple award shall be limited to the least number of suppliers necessary to meet the requirements of the using agencies, and to meet the needs of the NPP membership nationally. Non-exclusive contract: Any contract resulting from this solicitation shall be awarded with the understanding and agreement that it is for the sole convenience of South Davis Metro Fire Agency's and Cooperative Purchasing Members. South Davis Metro Fire Agency and participating Members reserve the right to obtain like goods and services from other sources. Past performance information: Past Performance Information (PPI) is relevant information regarding a contractor's actions under previously awarded contracts to local, state or federal agencies. It includes contractors record of performance under such contracts including, but not limited to: conformance to the terms, conditions, specifications and scope of work of the contracts, responsiveness to, and correction of, contract claims and controversies, and satisfaction of the contracting entities. PPI shall be a factor in evaluation and award. Responsible offeror: A responsible offeror is a firm or person with the capability to perform the contract requirements and the integrity and reliability which will assure good faith performance. South Davis Metro Fire Agency must determine an offeror to be responsible before awarding a contract to offeror. Responsive proposals: A responsive proposal reasonably and substantially conforms to all material requirements of the solicitation. Proposals must be responsive to receive award consideration. South Davis Metro Fire Agency reserves the right to waive minor informalities. Weighted evaluation: South Davis Metro Fire Agency reserves the right to use a point system to evaluate proposals and to assign points to the evaluation criteria as it determines most appropriate. Any offeror scoring 0 (zero) in any required area may be considered nonresponsive. FEDERAL & STATE REQUIREMENTS Contractor employee work eligibility: By entering into the contract, contractor warrants compliance with the Federal Immigration and Nationality Act (FINA), and all other Federal immigration laws and regulations. South Davis Metro Fire Agency and/or South Davis Metro Fire Agency Members may request verification of compliance from any contractor or subcontractor performing work under this contract. South Davis Metro Fire Agency and its Members reserve the right to confirm compliance. Should South Davis Metro Fire Agency or its Members suspect or find that the contractor or any of its subcontractors are not in compliance, South Davis Metro Fire Agency may pursue any and all remedies allowed by law, including, but not limited to suspension of work, termination of the contract for default, and suspension and/or debarment of the contractor. All costs necessary for compliance are the responsibility of the contractor. -=t1 Non-compliance: All federally assisted contracts to Members that exceed $10.000 may be terminated by the federal grantee for noncompliance by contractor. In projects that are not federally funded, offeror must agree to meet any federal, state or local requirements, as necessary. In addition, if compliance with the federal regulations increases the contract costs beyond the agreed on costs in this solicitation, the additional costs may only apply to the portion of the work paid by the federal grantee. FORCE MAJEURE Except for payments of sums due, neither party shall be liable to the other, nor be deemed in default under this contract, if and to the extent that such party's performance of this contract is prevented by reason of force majeure. The term "force majeure" means an occurrence that is beyond the control of the party affected and occurs without its fault or negligence, including, but not limited to the following: acts of God; acts of the public enemy; war; riots; strikes; mobilization; labor disputes; civil disorders; fire; flood; snow; earthquakes; tornadoes or violent winds; hail storms; lockouts; injunctions -intervention -acts, or failures or refusals to act by government authority; and other similar occurrences beyond the control of the party declaring force majeure, which such party is unable to prevent by exercising reasonable diligence. The force majeure shall be deemed to commence when the party declaring it notifies the other party of the existence of the force majeure, and shall be deemed to continue as long as the results or effects of the force majeure prevent the party from resuming performance in accordance with the contract. Force majeure shall not include late deliveries of equipment or materials caused by congestion at a manufacturer's plant or elsewhere, an oversold condition of the market, inefficiencies, or similar occurrences. If either party is delayed at any time by force majeure, the delayed party shall notify the other party in writing of such delay within forty-eight (48) hours. FORM OF CONTRACT Contract type: The term contract shall be a percent of discount off manufacturer's price list or catalog, or fixed price, or a combination of both with indefinite quantities. Form of contract: The form of contract for this solicitation shall be the Request for Proposal, the awarded proposal(s) and best and final offer(s), and properly issued and reviewed purchase orders referencing the requirements of the Request for Proposals. If a firm submitting an offer requires South Davis Metro Fire Agency and/or Member to sign an additional agreement, a copy of the proposed agreement must be included with the proposal. Vendor contract documents: South Davis Metro Fire Agency will review proposed vendor contract documents. Vendor's contract document shall not become part of South Davis Metro Fire Agency's contract with vendor unless and until an authorized representative of South Davis Metro Fire Agency reviews it. Parol evidence: The contract, as specified above, represents the final written expression of agreement. All agreements are contained herein and no other agreements or representations that materially alter it are acceptable. INDEMNIFICATION General indemnification: To the extent permitted by law, South Davis Metro Fire Agency and its Members shall be indemnified and held harmless by contractor for its vicarious liability as a result of entering into this contract. Each party to the contract is responsible for its own negligence. Modification by Member: Contractor shall have no obligation with respect to any patent and copyright infringement claim based upon Member's modification of the equipment and/or software, or its operation or use with apparatus, data or programs not furnished by contractor. However, one Member's action will not preclude contractor's obligation to others not having modified their equipment or software. Patent and copyright indemnification: To the extent permitted by law, contractor shall indemnify and hold harmless South Davis Metro Fire Agency and its Members against any liability, including costs and expenses, for infringement of any patent, trademark or copyright arising out of contract performance or use by South Davis Metro Fire Agency and its Members of materials furnished or work performed under this contract. South Davis Metro Fire Agency and its Members shall reasonably notify contractor of any claim for which it may be liable under this paragraph. INSTALLATION Equipment installation should be done in a reasonable amount of time and be scheduled directly with the Member. Installation shall be in accordance with the manufacturer's instructions and shall be accomplished by skilled and properly licensed individuals. INQUIRIES Any question related to this solicitation shall be directed to South Davis Metro Fire Agency. South Davis Metro Fire Agency may require any and all questions to be submitted in writing. Inquiries may be faxed (801.677.0166) or e-mailed to jbassett@sdmetrofire.org, or via phone Chief Bassett (801) 677-2403. Mailed inquiries should not have the solicitation number on the envelope since it might be confused with a sealed proposal response and not be opened until the due date and time. If any question related to the National Purchasing Partners DBA FireRescue GPO or Public Safety GPO II arise, please contact: Crosby Grindle, Executive Director FireRescue and Public Safety GPO. INSURANCE Liability insurance: Unless otherwise modified elsewhere in this solicitation, prior to commencing services under this contract, contractor shall procure and maintain during the life of this agreement comprehensive public liability insurance, to include automobile liability, providing limits of not less than $1,000,000 per occurrence. Evidence of the required insurance shall be provided by means of a certificate of insurance naming South Davis Metro Fire Agency as the certificate holder. In addition, contractor must be willing to provide, upon request, identical certification of insurance to any Member using this contact. Subcontractor insurance: Prior to commencing any work, any subcontractor shall procure and maintain at its own expense until final acceptance of the work, insurance coverage in a form and from insurers acceptable to the prime contractor. All subcontractors will provide worker's compensation insurance, which waives all subrogation rights against the prime contractor and Member. Workers compensation insurance: Contractor shall also procure and maintain during the life of this agreement, workers' compensation insurance for all of contractor's employees engaged in work under the contract. All workers' compensation insurance will be in compliance with state statute and evidenced by a certificate of insurance. LICENSES Contractor shall maintain in current status all federal, state and local licenses, bonds and permits required for the operation of the business conducted by contractor. Contractor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the contract. South Davis Metro Fire Agency reserves the right to stop work and/or cancel the contract of any contractor whose license(s) expire, lapse, are suspended or terminated. MAINTENANCE Maintenance facilities and support: It is preferred that each contractor should have maintenance facilities and a maintenance support system available for servicing products. If a third party is used to provide maintenance or warranty work, offeror must include details of any such arrangement in the proposal. Trained and qualified technicians shall be available to cover all parts of Utah. It is preferred that maintenance service in metropolitan areas the State of Utah be available within eight hours; service in rural areas within 24 hours, or next day. Maintenance facilities must have sufficient parts inventory to provide quality service on products sold. MANUFACTURER'S REPRESENTATIVE Manufacturer support: Offerors submitting proposals as a manufacturer's representative must be able, if requested by South Davis Metro Fire Agency, to supplement the offer with a letter from the manufacturer certifying that offeror is a bona fide dealer for the equipment offered, that offeror is authorized to submit an offer on such equipment, and which guarantees that should offeror fail to satisfactorily fulfill any obligations established as a result of the award of contract, the manufacturer will either assume and discharge such obligations or provide for their competent assumption by one or more bona fide dealers for the balance of the contract period. OFFER ACCEPTANCE PERIOD/WITHDRAWAL Late offers: Late offers shall not be considered. Late offers will be returned, unopened, within ten (10) days of request. Offer acceptance period: A proposal submitted in response to this solicitation shall be valid and irrevocable for one -hundred, twenty (120) days after opening time and date. Withdrawal of proposal: At any time prior to the specified due date and time, offeror may withdraw his proposal. After the opening time and date, proposals may not be withdrawn, except as allowed by statue. ORDERING CYCLE Acceptance of orders by Contractor: All quotations provided to SDMFA and Members must be based on prices in the contract. Audit of contract activity: South Davis Metro Fire Agency may audit some of the purchases made under this contract. The Contractor agrees to provide all documentation necessary for South Davis Metro Fire Agency to audit purchases made under contract including invoices, credits and statements issued to Members in a timely fashion. Contractor contacts: Contractor agrees to assign only one contact person for each of the following: administration, audit, escalation and reconciliation. These contacts may be the same person, with the exception of the escalation contact. The name(s) of the contact persons will be provided to South Davis Metro Fire Agency. Open order reports: South Davis Metro Fire Agency may send contractor(s) an open order report on a periodic basis. Contractor(s) agrees to reply to information requests in a timely fashion. Orders in process: Member purchase orders dated on or before the contract cancellation and/or expiration date, will be processed and are considered valid until order fulfillment. Any such orders must be in the possession of South Davis Metro Fire Agency within a reasonable amount of time. Quotations: Quotations with no end date are considered invalid after sixty (60) days from the issue date. OVERVIEW Advertising: Offeror shall not advertise or publish information concerning this solicitation prior to an award being announced by South Davis Metro Fire Agency. After award, contractor(s) may advertise the availability of products and services to Members. Any promotional marketing materials using the South Davis Metro Fire Agency logo must be approved by a South Davis Metro Fire Agency Contract Specialist in advance. Applicable law: Contract shall be governed by the laws of the State of Utah, and suits pertaining to the contract may be brought only in courts in the State of Utah. Application of law: The Utah Procurement Code and the Uniform Commercial Code (UCC) as adopted by the State of Utah, are part of this document as if fully set forth herein. Any provision or clause required by law, rule or regulation to be included in the contract will be read and enforced as if in the contract, whether or not physically included. If any such provision is not included, or is not correctly included, contract will be amended in writing to make such inclusion or correction upon application from either party to contract. Arbitration: After exhausting applicable administrative review, the parties to this contract may agree to resolve disputes arising out of or relating to this contract through arbitration, to the extent allowed by law. Assignment: Contractor shall assign no right or interest in this contract without prior written permission from South Davis Metro Fire Agency. No delegation of any duty of contractor shall be made without prior written permission from South Davis Metro Fire Agency, South Davis Metro Fire Agency shall not unreasonably withhold approval and shall notify contractor of its decision within fifteen (15) days of receipt of written notice from contractor. Audit rights: In accordance with applicable Utah law, contractor's books and records related to this contract may be audited at a reasonable time and place, for the term specified in Utah statue. Brand names: The names of major businesses and their products that appear without the trademark or service mark remain the property of their respective owners. Captions, headings and illustrations: The captions, illustrations, headings, and subheadings in this solicitation are for convenience and ease of perusal only, and in no way define, limit or describe the scope or intent of the request. Contract placed on hold: South Davis Metro Fire Agency shall have the ability to place a contract on hold, if it is deemed necessary to address ongoing problems with an awarded contract. Details of the decision to place the contract on hold shall be provided in a correction action letter. A reasonable amount of time shall be provided to contractor to address issues in the corrective action letter. Definition of time: Periods of time, stated as a number of days, shall be in calendar days, not business days. Liens/serial numbers: All materials and services shall be free of liens. Offers must be for equipment on which the original manufacturer's serial number has not been altered in any way. Novation: If contractor sells or transfers all assets or the entire portion of the assets used to perform this contract, a successor in interest must guarantee to perform all obligations under this contract. South Davis Metro Fire Agency reserves the right to accept or reject any new party. A simple change of name agreement will not change the contractual obligations of contractor. Offeror qualifications: Offeror shall have extensive knowledge and at least five (5) years of experience with the installation, maintenance and provision of the equipment, software or services offered. South Davis Metro Fire Agency reserves the right to accept or reject newly formed companies solely based on information provided in the proposal and/or its own investigation of the company. Order of precedence: In the event of a conflict in the provisions of the contract as accepted by South Davis Metro Fire Agency, the following order of precedence shall prevail: 1. Special terms and conditions 2. General terms and conditions 3. Specifications and scope of work 4. Attachments and exhibits 5. Documents referenced or included in the solicitation Pricing extension errors: In case of error in extension of prices in the offer, unit prices shall govern until amendment has been signed. Proposal opening: Proposals shall be opened immediately following the proposal due date and time. The name of each offeror shall be publicly read and recorded in the presence of witnesses. All information in the proposals shall remain confidential until after award of contracts, with the exception of review by South Davis Metro Fire Agency staff and selected evaluators. Relationship of the parties: Vendors receiving contracts under this solicitation are independent contractors. Neither parry to the contract. nor any Member, shall be deemed to be the employee of another party to the contract. Severability: The provisions of this contract are severable to the extent that any provision or application held to be invalid shall not affect any other provision or application of the contract which may remain in effect without the invalid provision or application. Successful performance: The sections of solicitation defining the scope of services, requirements, qualifications, etc., are not to be construed as a complete listing that exempts successful offeror from reasonable services required to ensure successful performance under the contract. PAYMENT Billing: All invoices shall list the applicable purchase order number and South Davis Metro Fire Agency contract number. Contractor will invoice SDMFA and all participating Members directly. Late fees are not permitted. All transactions are payable in U.S. currency only. Contacting Member about payment: Contractor may contact Member for payment for a product or service delivered to the Member under the contract. Such contact shall be professional and courteous. Correct billing: Contractor's invoice must match the purchase order. If discovered, incorrect invoices resulting in excess charges must be corrected by Contractor, no matter the cause of the error. Any excess payment must be returned to Member within the time allowed by law, in the form of a check or credit memo, as determined by the Member. If contract pricing in effect on the contract has gone down between the time of the order and the invoice date, vendor may invoice at the current contract price. Payment time: Payment terms are Net thirty (30) days from receipt of Contractor's invoice. Administrative fees shall be paid pursuant to the terms of the Vendor Administration Agreement ("VAA") attached hereto as Exhibit 1. Progress payments: South Davis Metro Fire Agency will permit Members to make progress payments under the following conditions: 1) Member and Contractor agree to the terms of the progress payments prior to issuing a purchase order; 2) the purchase order describes the amounts/percentages to be paid and the dates/frequency of payment; 3) Member accepts responsibility for verifying the validity of each payment application; 4) payments are made only after goods and/or services are verified; and 5) any such payments be made in full compliance with Member's local governing entity rules and any and all other applicable state rules and regulations. Reporting to FireRescue GPO: The proposer agrees to provide a Reconciliation Report detailing activity under the contract and payment for FireRescue GPO administration fees for invoices paid in the previous month. Items in the report must include the following; member name, FireRescue GPO member number, PO numbers/products purchased, amount purchased, administration fees. Payment and report are due as per a schedule agreed upon by FireRescue GPO and Proposer. The initial due date shall be specified in an award notification letter. If no invoices were paid under the contract in the previous quarter, the Proposer will provide notice of no activity. Vendor invoice: Vendor shall invoice Member after delivery of goods and/or services. Goods and services shall be invoiced at applicable contract prices. Invoice must include Member purchase order number and South Davis Metro Fire Agency contract number. Vendor payment: Member shall issue payment to vendor after receipt of invoice. Amendment of proposal: A proposal may be amended up to the time of opening by submitting a sealed letter to the place indicated on the front of the solicitation. Compliance with instructions: Offeror's ability to follow proposal preparation instructions in this solicitation will be considered an indicator of offeror's ability to follow instructions should it receive an award as a result of this solicitation. The quality of organization and writing reflected in the proposal will be considered to be an indication of the quality of organization and writing which would be prevalent if a contract is awarded. As a result, the proposal will be evaluated as a sample of data submission. Subjective judgment on the part of South Davis Metro Fire Agency's evaluators is implicit in this process. Cost of proposal preparation: South Davis Metro Fire Agency will not reimburse the cost of developing, presenting, or providing any response to this solicitation. Offeror responsibility: Offeror shall examine the entire solicitation, seek clarification of any item or requirement that may not be clear, and check all responses for accuracy before submitting proposal. Failure to examine any requirements shall be at offeror's risk. Negligence in preparing an offer confers no right of withdrawal after due date and time. Proposal forms: The forms and format contained in the solicitation shall be used. Offerors may reproduce the forms and retype the information, but all of the required information must be presented in the tab order requested. Telegraphic, electronic mail, or faxed proposals shall not be considered. Proposal submittal: One (1) original and two (2) complete copies of your proposal shall be submitted in separate three-ring loose-leaf binders on the forms and in the format contained in the solicitation. Proposal shall contain all descriptive literature, specifications, samples and any other information required by the solicitation. Include a CD or similar electronic media device (DVD, USB thumb drive, etc.) with electronic copies of your submitted documents, if available. Proposals must be completed in ink, on a computer, or typewritten. No pencil submissions are allowed. Forms may be filled out by hand, but must be legible. Illegible or vague offers may be rejected. Receipt of proposals: Proposals must be in the actual possession of South Davis Metro Fire Agency on or prior to the exact time and date set for proposal opening. Sealed envelope or package: Proposal shall be submitted to the proper location in a sealed and properly identified envelope or package, as specified on this solicitation. Signature(s) on proposals: The offer and contract award document must be submitted with an original ink signature by the person authorized to sign the offer. The person signing offer shall initial erasures, interlineations or other modifications in proposal. Failure to sign the offer and contract award document, or to make other notations as indicated, may result in rejection of proposal. Wording in response: Offeror shall indicate "comply" or "deviate" for each specification where requested in proposal document. Details for any and all deviations shall be provided, as requested. Deviations may be accepted or rejected by South Davis Metro Fire Agency, and South Davis Metro Fire Agency's decision shall be final. PRICING Administration fee: FireRescue GPO 1% administration fee shall be included in offeror's net price. Contractor shall not add the administration fee to approved contract prices. The value of trade-ins or rebates shall not affect the amount of administration fee paid to FireRescue GPO. Application of pricing: The date South Davis Metro Fire Agency receives a Member's purchase order will determine the contract pricing that is in effect for that order. Basis for pricing: Contract pricing under this RFP must be based upon: 1) Fixed discount(s) off published price list(s) or catalog(s); or 2) Firm fixed price with economic adjustment (contingencies for economic price adjustments must be identified in the proposal); or 3) A combination of the above Catalogs/price lists: A copy of the latest edition of the price list or catalog to which discount shall be applied shall be included with proposal. Offeror shall attach all applicable price lists or catalogs. Submission of outdated price lists or catalogs may result in rejection of proposal. Pricing shall remain fixed for a period of one year after which it may be modified with written notice based on manufacturer or raw material cost changes. Decimal places: Pricing shall use a maximum of two (2) decimal places. Discounts: Discount offers must clearly identify percent of discount to apply to contract. If multiple discounts apply, offeror shall clearly indicate the discounts and applicable materials or services. Offeror shall agree that there will be no reduction in discount(s) during the term of contract. Effect of price: The cost or price of offeror's goods or services will not cancel technical competence as identified in solicitation. Cost is an important factor. However, no contract shall be awarded solely on the basis of price. Fixed prices: Fixed price offers shall include prices for any and all items. Fixed prices shall be firm until each anniversary date of contract, unless there is an occurrence of one or more economic price adjustment contingencies outlined in proposal. If price adjustment contingencies occur, or not less than thirty (30) days prior to each contract anniversary date, contractor may submit a fully documented request for price adjustment to South Davis Metro Fire Agency. The documentation must substantiate that any requested price increase was clearly unpredictable at the time of proposal submittal and results from an increased cost to contractor that was out of contractor's control. Fixed price review: South Davis Metro Fire Agency will review requests for fixed price adjustments to determine if the new prices or another option is in the SDMFA and participating Members' best interests. New fixed prices shall apply to the contract upon approval from South Davis Metro Fire Agency. Price changes shall be a factor in contract renewal. Most favored customer: Nothing in this solicitation is intended to establish a most favored customer relationship between South Davis Metro Fire Agency and contractor. Contractor may respond to any f solicitation without regard to this contract. If contractor offers lower prices to any of its other customers, it may lower its prices to South Davis Metro Fire Agency at the same time by written notice. New catalogs/price lists: New price lists or catalogs may be submitted for review throughout the term of the contract. South Davis Metro Fire Agency will review new price lists or catalogs to determine if the new prices or an alternative option is in the Members' best interests. New price lists or catalogs shall apply to the contract only upon approval from South Davis Metro Fire Agency. New price lists or catalogs found to be non-competitive at any time during the contract will be grounds for terminating the contract. Overcharges by antitrust violations: South Davis Metro Fire Agency maintains that overcharges resulting from antitrust violations are borne by the purchaser. Therefore, to the extent permitted by law, contractor assigns to South Davis Metro Fire Agency any and all claims for such overcharges as to the goods or services used to fulfill the contract. Percent of discount as fixed price: Percent of discount offers that are not based upon published price lists or catalogs will be administered as fixed price contracts. Price reduction and adjustment: Price reduction or discount increase may be offered at any time during contract and shall become effective upon notice of acceptance from South Davis Metro Fire Agency. Special, time -limited reductions are permissible under the following conditions: 1) reduction is available to all Members equally; 2) reduction is for a specific time period, normally not less than thirty (30) days; and 3) original price is not exceeded after the time -limit; and 4) South Davis Metro Fire Agency has approved the new prices prior to any offer of the prices to a Member. Contractor shall offer South Davis Metro Fire Agency any published price reduction during the contract period. Pricing offers: The as -contracted price shall constitute a not -to -exceed (NTE) price. Contractor(s) are encouraged to offer SDMFA and participating members special pricing in response to large quantity sales or other advantageous business transactions related to contract products and services. PRODUCT LINES Current products: Proposals shall be for materials and equipment in current production and marketed to the general public and education/government agencies at the time the proposal is submitted. Discontinued products: If a product or model is discontinued by the manufacturer, contractor may substitute a new product or model if the replacement product meets or exceeds the specifications and performance of the discontinued model and if the discount is the same or greater than the discontinued model. New products: New products that meet the scope of work may be added to the contract. Pricing shall be equivalent to the percentage discount for other products. Contractor 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. South Davis Metro Fire Agency may require additions to be submitted with documentation from Members demonstrating an interest in, or a potential requirement for, the new product or service. South Davis Metro Fire Agency may reject any additions without cause. Options: Optional equipment for products under contract may be added to the contract at the time they become available under the following conditions: 1) the option is priced at a discount similar to other options; 2) the option is an enhancement to the unit that improves performance or reliability. Product line: Offerors with a published catalog may submit the entire catalog. South Davis Metro Fire Agency reserves the right to select products within the catalog for award without having to award all contents. South Davis Metro Fire Agency may reject any addition of equipment options without cause. PROTESTS Protests shall be filed with Jim Rampton, Fire Chief of South Davis Metro Fire Agency, and shall be resolved in accordance with Utah state statue. A protest must be in writing and must be filed with the Fire Chief, 255 South 100 West, Bountiful, UT 84011. A protest of a solicitation must be filed with the Fire Chief before the solicitation due date and time. A protest of a proposed award or awards must be filed within ten (10) days after the protester knows or should have known the basis of the protest, whichever is earlier. A protest filed on the tenth day must be received by 5:00 pm, MST. A protest must include: • The name, address and telephone number of the protester; • The original signature of the protester or its representative; • Identification of the solicitation by contract number; • A detailed statement of the legal and factual grounds of protest including copies of any relevant documents; and • The form of relief requested. Should South Davis Metro Fire Agency prevail in an appeal of a decision issued by the Executive Director, appellant waives any objection to the hearing officer awarding South Davis Metro Fire Agency its reasonable attorney's fees and costs. RIGHT TO ASSURANCE Whenever one party to the contract has a good faith reason to question the other party's intent to perform, he may demand that the other party give written assurance of its intent to perform. If a demand is made and no written assurance is given within ten (10) days, the demanding party may treat this failure as an anticipatory repudiation of the contract. SAFETY STANDARDS Items supplied under the contract shall comply with all applicable Occupational Safety & Health Standards, National Electric Code, and National Fire Protection Association Standards. SAMPLES Sample evaluation: Samples will be compared to proposal specifications and evaluated as to materials used in construction, quality and workmanship, durability, adaptability to the use for which the items were intended, and overall appearance. ___ Sample requirements: Samples may be required prior to awarding a contract. Offeror shall provide adequate samples and detailed specifications for any item offered. Samples must be submitted within ten (10) days of request from South Davis Metro Fire Agency. Sample submittals: Samples shall be free of charge and submitted and removed by offeror at offeror's expense. Award samples may be held for comparison with deliveries. South Davis Metro Fire Agency shall not be held responsible for samples damaged or destroyed in examination or testing. Samples not removed within thirty (30) days after notice to offeror will be considered abandoned, and South Davis Metro Fire Agency shall have the right to dispose of them. SHIPPING Shipping terms/transfer of title: Shipments shall be F.O.B. Sip Point, with freight charges added to the invoice. Title and risk of loss of material shall not pass to SDMFA or participating Members until SDMFA/Member receives and inspects/accepts the material at delivery point, unless otherwise provided in the contract. Shipment under reservation: Contractor is not authorized to ship materials under reservation and no tender of a bill of lading will operate as a tender of the materials. Shipping charges: Prices that include shipping to any location in Utah, delivered to the specific receiving point identified in the purchase order, are preferred. If shipping is charged, it shall be prepaid and the actual cost added to the invoice. Shipping charges as a percentage of purchase price may be offered, if offeror agrees that SDMFA/Member will not be charged more than the actual invoiced amount for shipping. If contractor requires SDMFA/Member to pay for shipping, weight of the empty container and any material used for packing shall be of the lightest weight practical for safe delivery of the contents. Shipping errors/risk of transportation: Shipping errors will be at contractor's expense. If contractor ships a product that was not ordered, contractor shall pay for return shipment at the convenience of Member. All risk of transportation and all related charges shall be contractor's responsibility. Contractor shall file all claims for visible or concealed damage. South Davis Metro Fire Agency or Member will notify contractor promptly of any damaged goods and shall assist contractor in arranging for inspection. SPECIFICATIONS Compliance with specifications: The fact that a manufacturer, supplier or offeror chooses not to produce or supply equipment, supplies or services to meet the specifications will not be considered sufficient cause to adjudge the specifications as restrictive. Offerors shall offer equipment, supplies, and/or services they believe come closest to meeting specifications. Deviations from specifications: Offeror shall provide an explanation for each deviation to the specifications. Failure to detail deviations may result in rejection of the proposal. Purpose of specifications: Specifications are designed to enable offeror to satisfy a requirement for a product, material, process, or service. A specification may be expressed as a standard, part of a standard, or independent of a standard. No specification is intended to limit competition by eliminating items capable of satisfactorily meeting the requirements of the procurement. If offeror believes a specification is unnecessarily restrictive, offeror must indicate such in its proposal. Use of brand names: Brand names, trade names, model numbers, and/or catalog numbers are used to indicate the character, quality, and/or performance characteristics of the materials desired. Use of the name of a manufacturer, brand, make or catalog number does not restrict offeror from offering suitable alternates. However, South Davis Metro Fire Agency reserves the right to decide whether alternatives to the identified manufacturer and brand are equal to the materials, equipment described in the solicitation. South Davis Metro Fire Agency will be the sole judge on the question of equal quality, and South Davis Metro Fire Agency's decision shall be final. SUBCONTRACTORS Awarding subcontracts: Offeror agrees that any subcontract competitively solicited by contractor will not be awarded solely upon membership or non -Membership in a union or professional association. Entering subcontracts: Contractor shall not enter into any subcontract subject to this solicitation without prior approval from South Davis Metro Fire Agency. Any such subcontract shall incorporate by reference the terms and conditions of the South Davis Metro Fire Agency contract. Prime contractor: Contractor will be considered a prime contractor and not a subcontractor. Neither South Davis Metro Fire Agency nor the Member will establish a contractual relationship with subcontractors. SUSPENSION OR DEBARMENT STATUS Offeror shall include a letter in its proposal notifying South Davis Metro Fire Agency of any debarment, suspension or other lawful action taken by any federal, state or local government within the last five years that precludes offeror or its employees from participating in any public procurement activity. Such letter shall provide name and address of the public procurement unit, effective date, duration, and relevant circumstances of the suspension or debarment. Failure to supply such letter or not disclose all pertinent information shall result in cancellation of any contract. TAXES Federal excise tax: SDMFA and most participating Members are exempt from paying Federal Excise Tax. Indian reservation or tribal tax: If goods or services are subject to Indian reservation or tribal tax, Contractor shall include such taxes as a separate item on the original invoice to the Member. Payment of taxes: Member is responsible for payment for all taxes listed on the invoice. Contractor is responsible for collecting such taxes and shall forward all taxes to the proper revenue office. Pre-tax prices: Prices shall not include applicable state and local taxes. All applicable taxes must be listed as a separate item on all invoices and will be paid by Member issuing the purchase order. Transaction Privilege Tax (Sales Tax): Most Members are taxable. The tax status of the ordering Member determines if and when transaction privilege taxes are to be applied. Contractor is responsible for charging taxes correctly. TERM OF CONTRACT AND EXTENSION Contract period: It is South Davis Metro Fire Agency's intent to award a multi -term contract for the specified materials, equipment and services. The initial contract term shall be for three (3) calendar years from the date of contract award. By mutual written agreement between South Davis Metro Fire Agency and contractor, the contract may be extended for up to three consecutive additional 12-month periods, beginning immediately after expiration of the prior term. However, no contract extension exists unless and until contractor is so notified by South Davis Metro Fire Agency. Month -to -month extensions: South Davis Metro Fire Agency reserves the right to offer month -to -month extensions if that is determined to be in the best interests of Members. Renewal of contract: Conditions for renewal of the contract shall include, but are not limited to: contract usage, satisfactory performance of services during the preceding contract term, ability to continue to provide satisfactory services, continued adherence to the contract requirements, and continued competitive prices for the materials and services provided under the contract. WARRANTY/QUALITY GUARANTEE Fitness: Contractor warrants that any equipment or material supplied to South Davis Metro Fire Agency or its Members shall fully conform to all requirements of the contract and all representations of contractor, and shall be fit for all purposes and uses required by the contract. Inspection: The warranties set forth in this section shall not be affected by inspection or testing of, or payment for the equipment or materials to South Davis Metro Fire Agency by participating Members. Quality: Unless otherwise modified elsewhere in this solicitation, contractor warrants that for one (1) year after acceptance of the equipment or materials by Member, they shall be: 1. Of a quality to pass without objection in the industry or trade normally associated with them; 2. Fit for the intended purpose(s) for which they are used; 3. Of even kind, quantity and quality within each unit and among all units, within the variations permitted by the contract; 4. Adequately contained, packaged and marked as the contract may require; and 5. Conform to the written promises or affirmations of fact made by contractor. Warranty requirements: Contractor warrants that all equipment, materials, and service delivered under this contract shall conform to the specifications. Unless stated otherwise, all equipment must carry a minimum 12-month manufacturer's warranty that includes parts and labor. Contractor agrees to help Member reach resolution in a dispute with the manufacturer over warranty terms. Any extended manufacturer's warranty will be passed on to Member without exception. South Davis Metro Fire Agency No Text Fire Turnouts and Fire Related Equipment Place after Tab 5 South Davis Metro Fire Agency desires to contract with a qualified and experienced vendor or vendors to provide quality Fire Turnouts, and Fire Related Equipment. Services are sought for South Davis Metro Fire Agency's statewide Membership. Offerors should respond to as many areas in the scope of work as possible. If a vendor doesn't provide a particular product line, please "no bid" that item. South Davis Metro Fire Agency will consider all offers; however, vendors with the ability to supply more than one product line are preferred. The scope of work and minimum specifications define the quality and characteristics of the desired materials and application. Specifications are not intended to be exclusive or restrictive. Offerors may offer alternate solutions, including alternate manufacturers, which meet the quality and performance characteristics in the specifications. South Davis Metro Fire Agency shall review such offers and be the final judge on the acceptance of any alternate solutions. This is a new contract for South Davis Metro Fire Agency. We anticipate that contract volume from this solicitation will be significant in the first year, and increase in volume in subsequent years. Products and services are anticipated for South Davis Metro Fire Agency and for a diverse nationwide NPP membership. This information is provided as an aid to vendors in preparing offers only. The successful offerer(s)' discount and pricing schedule shall apply regardless of the volume of business under the contract. References used in this solicitation: • National Fire Protection Association (NFPA): www.nfpa.com • Underwriter Laboratories (UL): www.ul.com • United States Department of Transportation (USDOT): www.dot.gov • Center for Disease Control and Prevention; National Institute for Occupational Safety and Health (NIOSH): www.cdc.gov/nosh • International Organization for Standardization (ISO): www.iso.org 1.0 Special Terms and Conditions The following special terms and conditions are in addition to the applicable General Terms and Conditions. Please review them and complete the Special Terms and Conditions and Scope of Work and Specifications Acceptance Form. 1.1 All offerors may download and complete the 11H Fire Turnout and Fire Related Equipment Workbook titled "Fire Equipment Pricing.xis" and provide a CD or similar electronic media device (DVD, USB thumb drive, etc.) with the completed spreadsheet in your response. Alternatively, offerors may elect to provide a similar document in their own format or may elect to provide an online version providing similar information. Failure to provide and complete the "Fire Turnout and Fire Related Equipment Workbook" or a similar alternative may render the proposal non -responsive. Place after Tab 6. 1.2 If awarded a contract, all future pricing updates shall be based on the electronic workbook, or similar approved format. 1.3 Pricing shall meet all requirements contained on the Discount and Price Schedule (pages 46 — 48.) Follow all pricing instructions. Failure to provide pricing meeting those requirements may render your proposal non -responsive. 1.4 All materials and fabrics used in the manufacture of fire turnouts and accessories being proposed shall be first quality. Provide certification or documentation of such quality after Tab 8. 1.5 All materials and fabrics used in the manufacture of fire turnouts and accessories must meet current applicable industry standards for flammability and fire retardant. Provide certification or documentation of meeting such standards after Tab 8. 1.6 Delivery of custom and/or special orders is requested within 60 days. 1.7 For fire (firefighter) turnouts, breathing apparatus, firefighting foam, and/or fire hose, contract vendor and/or manufacturer must be able to demonstrate knowledge, compliance with industry standards and experience. Such experience may be in the form of the contract vendor, or the manufacturer of the products offered are ISO-9001 certified, and/or NFPA member. Other industry known/accepted certifications and memberships may be provided. Contract vendor and manufacturers who hold these certificates/memberships are preferred, but not required. Provide information after Tab 8. (See additional information 3.12) 1.8 Offerors that have been in business, manufacturing and designing fire (firefighter) turnouts and other firefighter apparel for at least five (5) years are preferred. 1.9 The minimum length of warranty required under this contract for fire (firefighter) turnouts shall be 5 years. 1.10 Related software products, such as fire hose inventory management, are requested. As such, references to "title" passing in the general terms and conditions are interpreted as "right to use" or similar. 1.11 Members shall not be required to provide prepayments or deposits on orders under an awarded contract. 1.12 Leasing services, used, or remanufactured products are not requested. 2.0 Scope of work and specifications Offerors will respond to each numbered specification by checking the appropriate "Comply" or "Deviate" box. "No Bid" items shall be marked as such in the appropriate "Deviate" box. "Details for deviations shall be listed by specification number on the Special Terms and Conditions and Scope of Work and Specifications Acceptance Form. 2.1 Fire (Firefighter) Turnouts 2.1.01 Contract vendor shall be capable of supplying as few as one or as many fire turnouts as a full recruit class or departmental staff within the stated delivery period. 2.1.02 All fire turnouts and accessories being proposed shall be available in a variety of patterns, closure and/or fly options, styles and colors. Please include a sample catalog (paper or electronic after Tab 9. 2.1.03 All items included in the manufacturing of fire turnouts shall meet all current NFPA requirements (as applicable.) Turnouts shall include NFPA certification stamp/label, and garment labeling and identification. 2.1.04 Contract vendor shall supply to Member, if requested, for sizing purposes: sample fire turnouts, sizing charts, and/or other fitting services to ensure proper sizing of turnouts for fire personnel. Contract vendor shall arrange the return shipping or pick up of any supplied sample fire turnouts provided. 2.1.05 Fire turnout coats and trousers, shall include, but not be limited to, the following components: outer shell, moisture barrier, thermal liner, retro-reflective trim, storm flaps, collar and throat strap, collar hanger loop, pleated back, back yoke, pockets, shoulder caps, cuffs, hook and loop fastening. 2.1.06 It is preferred the moisture barrier/thermal liner be able to completely detachable from the outer shell for ease of cleaning. 2.1.07 Fire turnout coats and trousers shall be available in a variety of chest sizes, coat lengths, waist sizes, and inseam measurements. 2.1.08 Fire turnout trousers shall include a traditional design with a short rise. Design shall be compatible with the outer shell so that the liner does not buckle, pull, or otherwise restrict body motion. The fly flap closure shall provide thermal and moisture protection. Trousers options shall include, but not be limited to, the following: suspender buttons, bellows pockets, flaps and other closures, take-up straps, knee pads, cuffs, suspender sstem, and reflective trim. 2.1.09 All stitching shall meet all current applicable N=retardant. thread shall be Nomex or equal for fire and edges shall exist on an fabric. 2.1.10 Fire turnouts outer shell stress points, such as upper and lower pocket corners, pocket flap comers, top and bottom of fly flap, as well as the upper and lower corners of the storm panel, shall be properly reinforced. 2.1.11 All front closures shall provide continuous thermal and moisture protection when closed. 2.1.12 Special pockets and holders may include, but not be limited to the application of following equipment: radios, microphones, gloves, flashlights, SCBA facepieces, etc. 2.1.13 Fire turnout coats shall be fitted so that access to pockets shall not be compromised when breathing apparatus is in place. 2.1.14 Fire turnouts shall be constructed so that when completely assembled, there shall be no direct metal contact from the exterior of the outer shell through the thermal liner to the wearer's body, except at the waist band of the trousers. This shall apply to the use of all rivets, snaps, hooks, d-rings, zippers, or any other metal used to assemble the coat or trousers. 2.1.15 Removable accountability panels may be offered. Contract vendor may provide individual identification printed on each panel as supplied by the Member. Accountability panel shall be provided with secure attachments. Accountability panels shall be interchangeable between garments. Accountability panels shall not lose their attachment abilities after continuous washings. 2.1.16 Member shall be supplied with all specifications and/or information that shall include at a minimum: all materials used in the manufacture of the garments, included options/alterations, life expectancy, warranty information, user guide information, and maintenance and care. This information shall be provided to the Member for review and acceptance. Contract vendor shall receive Member's approval prior to processing order. 2.1.17 Contract vendor shall offer to provide to Member, or upon Member request, all copies of testing for material(s) used in the manufacturing of the garment(s). Testing shall include, but not be limited to: Thermal Protective Performance (TPP), Total Heat Loss (THL), and Conductive and Compressive Heat Resistance (CCHR). Testing shall indicate compliance with NFPA minimum performance values. 2.1.18 At least one kaumograph of the material manufacturer shall be stamped on the inside material of each arment. 2.1.19 Fire turnouts may be offered with departmental identification such as lettering, Member supplied logos, graphics, or other designs as requested. All options must meet or exceed current NFPA standards. Pricingfor these optional services shall be laced after Tab 6. 2.1.20 All merchandise, (i.e. fire protective coats and trousers,) shall be inspected before acceptance by an authorized Member representative for workmanship, appearance, proper function of all components, and conformance to these or Member requested specifications. Should deficiencies be found, it shall be the responsibility of the contract vendor to pack and return the unit(s) in question, make necessary corrections or replacements, and return the unit(s) to Member for re - inspection and acceptance. 2.1.21 Services for fire turnouts, such as repair, tailoring, inspection or testing, cleaning must be offered. Pricing for these services shall be included in Tab 6. All such services must be in accordance with NFPA 1851 and conducted by a verified facility. 2.2 Breathing Apparatus 2.2.01 Breathing apparatus shall include open -circuit self-contained (SCBA) and/or closed-circuit SCBA systems. 2.2.02 The SCBA shall be certified by the National Institute for Occupational Safety and Health (NIOSH) under the current Title 42, part 84 of the Code of Regulations for 30-, 45-, or 60-minute rated service life and for storage. 2.2.03 The SCBA shall be compliant with all current performance requirements of the NFPA. 2.2.04 All electronic components shall be certified as intrinsically safe per Underwriters Laboratories L 913. 2.2.05 Facepiece shall be constructed to withstand a 30-foot drop onto concrete without sustaining breakage. Facepiece options may include Heads -Up Display (HUD). 2.2.06 Facepiece shall be constructed to: fit various facial shapes and sizes; contain a replaceable, non -shatter -type, polycarbonate (or equal) to provide a satisfactory field of vision; allow air to enter the facepiece in a manner that shall reduce the possibility of moisture accumulation on the lens; employ an adjustable strap headband assembly; contain an easily removable exhalation module; removable speaking diaphragm; have field -replaceable components throughout; removable nosecup; and a removable adapter onto which the second stage regulator attaches. 2.2.07 Regulator system, intermediate pressure hose, and the Rapid Intervention Crew/Company Universal Air Connection (RIC UAC) shall be designed to operate in two independent stages: first stage shall be mounted directly on the cylinder valve, second stage shall be designed to provide positive pressure during an NFPA breathing machine test at a minimum of 70-psi inlet pressure. Regulator system shall be constructed to contain a pressure -reducing valve to reduce pressure from the cylinder; contain an over -pressurization relief valve; provide uniform flow performance throughout the full cylinder pressure range; include a metal inlet filter to retain particles of 30 microns orgreater; and incorporate a RIC UAC. 2.2.08 Cylinders shall pass all United States Department of Transportation (USDOT) testing requirements for cylinder volume, weight, construction materials, and maximum pressures. 2.2.09 SCBA shall include primary audible alarms, and secondary redundant alarms. 2.2.10 Cylinder valve shall include gauges, handwheel with safety locking collar device, and conform to the Compressed Gas Association CGA standard for thread connection for low and high pressure. 2.2.11 Harness and backpack shall be constructed that no special tools are required to replace any replaceable components, be readily adjustable for various wearer sizes, and be constructed of materials that are resistant to high temperatures. 2.2.12 Cylinder recharging stations may be offered. Pricing for these services shall be included in Tab 6. 2.2.13 Member shall be provided with all required federal/state/local testing certificates, instructional/user guides, maintenance and care manuals for SCBA, as well as replacement parts break-outs, part numbers, and ordering information for replacement parts, if required by ordering 2.2.14 Cylinder testing services may be provided. Member shall receive all testing certificates (pass or fail.) Pricing for these services shall be included in Tab 6. _ 2.3 Firefi hting and Firefighter Equipment 2.3.01 Firefighting and firefighter equipment may include, but not be limited to: thermal imaging cameras, axe holders, boots, clothing and accessories, eye protection/goggles. floor, smoke, and/or room fans, generators, flashlights, fire helmets and decals, gear bags, gloves, tool ouches, and Mldland fire gear, etc. 2.3.02 Firefighting and firefighter attack tools may include, but not be limited to: axes, Halligan bars, chain and/or rescue saws, shovels, forcible entry tools, rescue tools, etc. 2.3.03 Extraction tools and supplies may include, but not be limited to (hydraulic, manual or electric): cribbing, cutters, blankets, spreaders, combo tools, rams, rapid stabilization struts, etc. Gas or electric powered equipment may be offered. 2.3.04 Rescue equipment may include, but not be limited to: hardware, rescue straps, Rapid Intervention Team (RIT): rope; escape; and other supplies, life safety, personal escape, rope bags, utility items, etc. 2.3.05 Ladders and ladder safety accessories may be offered or requested. 2.3.06 Firefighter bailouts stems may be offered or requested. 2.3.07 Firefighter escape belts, ropes, harnesses, buckles, repelling equipment, and other escape equipment may be offered or requested. 2.3.08 Firefighting and firefighter training may include, but not be limited to: books and video, CPR Manikins, on -site instructional classes, remote/web based instructional classes. On -site training requiring travel charges must be identified and quoted prior to Member acceptance or commitment to training class. All travel, lodging, and per diem charges shall be included in pricing after Tab 6. Application of any travel charges shall be included in Supplementary Information Question 3.8 in Tab 8. 2.3.09 Hazardous Material (HAZ-MAT) equipment may include, but not be limited to: air bags, covert HAZ-MAT back packs, emergency equipment staging areas, staging kits, team kits, etc. 2.3.10 Fire (firefighter) turnout care and maintenance service to comply with all requirements subject to NFPA 1851. 2.3.11 Handheld, portable, or wheeled (cart mounted) fire extinguishers may be offered. Fire extinguishers may include, but not be limited to: Class A, B, C, D, K. or a combination of classes; stored pressure or cartridge -type; household, industrial, and/or automotive applications. 2.4 Firefighting Foam 2.4.01 It is preferred firefighting foam be offered in expansion rates as follows: Low Expansion: between 2 to 1 and 20 to 1. Medium Expansion: between 20 to 1 and 200 to 1. High Expansion: above 200 to 1. 2.4.02 Complete firefighting foam systems (mobile units) for firefighting professionals are requested. Stationary foam systems for building, hanger, or other structure applications are not requested-. 2.4.03 Foam expansion rates shall be clearly identified on all containers. Information shall also include dilution rate, mixing rate, or proportioning rate, type of foam solution, foam application, hazardous material information, and disposal information. 2.4.04 Foam shall be Class A or Class B. Foam class shall be clearly identified on all containers. 2.4.05 Foam shall be available in either synthetic or protein agents. Non - animal protein foams are preferred. Synthetic foams may include, but not be limited to: Fluoroprotein (FP); Film Forming Fluoroprotein (FFFP); Aqueous Film Forming Foam (AFFF); Alcohol resistant Aqueous Film Forming (AR-AFFF); Alcohol Resistant Film Forming Fluoroprotein AR-FFFP ; and Synthetic Detergent. 2.4.06 Firefighting foam equipment may include, but not be limited to: foam solution test instruments, expansion nozzles, eductors, manual and automatic monitors, mobile foam carts, proportioning foam trailers, foam proportioners, foam stations, floating roof foam makers, foam chamber/maker, high expansion generators, etc. 2.4.07 Training for applications of foam/foam systems may be offered. Firefighter foam training may include, but not be limited to: books and video, sample foam demonstration kits, on -site instructional classes, remote/web based instructional classes. On -site training requiring travel charges must be identified and quoted prior to Member acceptance or commitment to training class. All travel, lodging, and per diem charges shall be included in pricing after Tab 6. Application of any travel charges shall be included in Supplementary Information Question 3.8 in Tab 8. 2.4.08 Firefighting foam shall be provided in approved containers and packaged to eliminate or minimize damages resulting from shipping. Approved containers shall comply with current UL, and/or NFPA requirements for shipping and storage. 2.5 Firefighting (Municipal) Hoses 2.5.01 All firefighting hoses shall be NFPA compliant for service pressure test, proof/acceptance test pressure, burst pressure, and operating/working pressure. Certificates of testing shall be provided to Member upon request. 2.5.02 Firefighting hoses shall be warranted from manufacturer defects for ten 10 ears. 2.5.03 Firefighting hose applications/types include, but are not limited to: attack, supply line, soft suction, high rise, compressed air foam system C.A.F.S. , forestry service, potable water, etc. 2.5.04 Contract vendor may provide firefighting hose accessories to include, but are not limited to: couplings, piston intake valves, nozzles, wyes, etc. 2.5.05 Contract vendor shall provide Member all instruction manuals, maintenance manuals, user guide information, etc. for all firefighting hose products in Member order. 2.6 Firefighter and Departmental Personal Apparel, Badges, Accessories, and Other Fire Department Related Items. 2.6.1Personal, firefighter, and departmental, apparel and accessories may include, but not be limited to: hats, T-shirts and shirts, pins, name bars, collar ins, ties, and other lapel accessories. Personal, firefighter, and departmental accessories may include, but not be limited to: stationary items, calendars, business cards, watches, mugs and glassware, awareness magnets and pins, educational giveaways, school or classroom awareness and educational items, and other fire department promotional material. Personalized firefighter/departmental apparel and accessories may be offered. Custom printing of fire department logos and insignia on products are requested. All pricing for custom work shall be placed in Tab 6. Firefighter literature may include, but not be limited to: books, magazines, periodicals, and electronic format e-books. Firefighter badges are requested. Custom or special badges with Member provided designs are requested. Contract vendor shall be capable of supplying as few as one or as many as a full recruit class or departmental staff within the stated delivery period. 3.0 ADDITIONAL PRODUCTS SERVICES OFFERED Offeror may propose other PPE -related products and services not listed herein. However, all offers for other PPE shall include all information required for the as -specified products within this solicitation to include but not limited to product specifications, prices, delivery and warranty. Additional products and services shall be identified, with related specifications in the following table (add rows and/or pages, as required): 3.1 3.2 "Deviations must be listed on the Special Terms & Conditions and Scope of Work and Specifications Acceptance Form. List the specification number for each deviation. Fire Turnouts and Fire Related Equipment (cont.) Place after Tab 5 Special Terms and Conditions and Scope of Work and Specifications Acceptance Form Signature on page two certifies complete acceptance of the Special Terms and Conditions and Scope of Work and Specifications in this solicitation, except as noted below (additional pages may be attached, if necessary). Check one of the following responses to the Special Terms and Conditions and Scope of Work and Specifications: ❑ We take no exceptions/deviations to the special terms and conditions and scope of work and specifications. (Note: If none are listed below, it is understood that no exceptions/deviations are taken) ❑ We take the following exceptions/deviations to the special terms and conditions and scope of work and specifications. Provide details on your exceptions/deviations below: (Note: Unacceptable exceptions/deviations shall remove your proposal from consideration for award. South Davis Metro Fire Agency shall be the sole judge on the acceptance of exceptions and South Davis Metro Fire Agency's decision shall be final.) Fire Turnouts and Fire Related Equipment (cont.) Place after Tab 8 3.0 Supplementary Information 3.1 PPI (Past Performance Indicators) is relevant information regarding your actions under previously awarded contracts to local, state, or federal agencies. It includes your record of conforming to specifications and to standards of good workmanship; our record of containing and forecasting P g P Y costs on any previously performed cost reimbursable contract schedules, including the administrative aspects of performance; your history for reasonable and cooperative behavior and commitment to customer satisfaction; and generally, your businesslike concern for the interests of the customer. This PPI information will be a factor in the evaluation, and in the score given to your proposal by the evaluation committee. Provide a list of five (5) different Utah public agencies where products and services have been sold in the past five (3) years, for specific goods/services related to this solicitation. Provide the name of the public agency, contract sales amount, year of the project, contact name, telephone number and description of the project. If you cannot provide five (5) Utah references, please explain why and provide other public agency references. Sales Project Anloont 2 3 4 5 No Text Fire Turnouts and Fire Related Equipment (cont.) [ _j Place after Tab 8 3.0 Supplementary Information (cont.) 3.3 Describe how you intend to market an awarded contract. Give examples of a specific marketing plan. No Text Fire Turnouts and Fire Related Equipment (coot.) f Place after Tab 8 3.0 Supplementary Information (cont.) ❑ Our pricing methodology is percentage off published MSRP. ❑ Our pricing methodology is percentage off published catalog. ❑ Our pricing methodology is fixed pricing. ❑ Our pricing methodology is a combination of percentage off published MSRP, catalog, and/or fixed -pricing. Provide a description as to how your pricing will be managed under an awarded contract. If you are using fixed pricing, outline any contingencies for economic adjustments. (See Basis for Pricing in the general terms and conditions.) No Text No Text No Text Fire Turnouts and Fire Related Equipment (cont.) Place after Tab 8 3.0 Supplementary Information (cont.) 3.11 It is anticipated Members may order products that are custom made to order, such as garments, badges, or other items that are personalized with fire department logos, or other graphics, under an awarded contract. • Provide a detailed explanation of your custom and/or special order process. • Provide a timeline of your process that includes an anticipated delivery date from original date of order for regular and custom and/or special orders. • State if there are any Member requirements, such as providing graphics or logos in a specified format, for processing of custom or special orders. Prepayments or deposits on custom or special orders shall not be allowed in an awarded contract. NOTE: Custom or special order pricing for all products or services shall be included in Tab 6. Fire Turnouts and Fire Related Eauinment (cont. Place after Tab 8 3.0 Supplementary Information (cont.) 3.12 For fire (firefighter) turnouts, breathing apparatus, firefighting foam, and/or fire hose, contract vendor and/or manufacturer must be able to demonstrate knowledge, compliance with industry standards and experience, as specified in Special Term and Condition 1.7. Such experience may be in the form of the contract vendor, or the manufacturer of the products offered are ISO-9001 certified, and/or NFPA member. Other industry known/accepted certifications and memberships may be provided. Contract vendor and manufacturers who hold industry known/accepted certificates/memberships are preferred, but not required. For firefighter turnouts, breathing apparatus, firefighting foam, and/or fire hose products: • Include any sales staff resumes, certificates, or training that demonstrate experience or knowledge. • Indicate if any of the products you are offering received any awards or nominations for excellence. • Indicate if the products offered in the proposal meet applicable industry standards. Provide certificates or documentation to support the standards met. • Provide certificates of ISO 9001, NFPA, or other industry recognized memberships or affiliates for your firm, or the manufacturer's lines offered. Provide additional pages if necessary. Information may be provided in an electronic media. Provide electronic media after this page. URL's, websites, hyperlinks, etc. are not acceptable forms of information. Fire Turnouts and Fire Related Place after Tab Discount and Price Workbook Instructions 1. All offerors must complete the summary worksheet of the Fire Turnout and Fire Related Equipment Discount and Price workbook titled "Fire Equipment Pricing.xls" or provide a similar substitute. This form is attached to this solicitation. 2. In addition to the workbook with the completed summary worksheet, offeror should fill out the other worksheets (manufacturers price list, catalog price list) OR provide additional price and discount schedule(s), as detailed in Number Three below. 3. In addition to the Excel workbook detailed in Number One above, offeror may provide their own additional price and discount schedule(s) (e.g. manufacturer's suggested retail price lists). However, all price schedule(s) shall follow the format, and provide the information detailed below. 4. Include electronic copies of the workbook on a CD or similar electronic media device (DVD, USB thumb drive, etc.). A paper copy of the summary worksheet must also be included with your proposal. Paper copies of the remainder of the workbook are not required, but may be included. 5. All pricing information shall be placed after Tab 6. 6. All Successful Proposers who respond to this solicitation sponsored by South Davis Metro Fire Agency will pay an administration fee equal to 1 % of the actual sales of goods and or services sold through the program. This fee will be paid to National Purchasing Partners ("NPP") dba FireRescue GPO and Public Safety GPO and is outlined in the Vendor Administration Agreement. No administration fee is charged on shipping, sales or use tax, bonds, travel, and/or M&IE. 7. Percent of discount offers that are not based upon published price lists, or catalogs will be administered as fixed price contracts. 8. Net South Davis Metro Fire Agency pricing that is higher than the manufacturer's suggested retail price is not acceptable. 9. Cost plus a percentage of cost pricing is not acceptable. 10. Products and/or services listed as "call for quote" are not acceptable. All products and/or services provided with your proposal must contain a specific price, in order to be considered for inclusion under an awarded contract. 11. Include detailed shipping information on the discount summary tab. This information should indicate whether shipping/handing is included in the price, or whether it varies by the type or product/service. Failure to complete the Fire Turnout and Equipment Discount and Price workbook/worksheet may render your proposal non -responsive. Discount and Price Workbook Details The Discount and Price workbook contains several worksheets, in addition to the summary worksheet. Instructions for those worksheets are detailed below. Discount Summary Worksheet, Manufacturer/Brands • Provide product/service price schedule(s), as detailed in the Discount and Price workbook instructions above. • The net South Davis Metro Fire Agency price and NPP member price shall include NPP's 1% administration fee. • The manufacturer/brand price schedule shall be included on a worksheet in the 11H Fire Turnout and Fire Related Equipment workbook, or on additional price and discount schedule(s) as detailed in steps 1-3 above. • Vendor price schedule will include, at a minimum, manufacturer's name, price list date and number, publisher's list price, percent of discount offered or fixed price for each line item (in .doc, .pdf or .xls format). This discount is offered not only to South Davis Metro Fire Agency's Members, and South Davis Metro Fire Agency but also to the thousands of members of the National Purchasing Partners ("NPP") dba FireRescue GPO and Public Safety GPO. Discount Summary Worksheet, Services • Provide a price schedule, as detailed in the Discount and Price workbook instructions above for any services offered to South Davis Metro Fire Agency's Members (installation, repair, etc.) and members of the National Purchasing Partners ("NPP") dba FireRescue GPO and Public Safety GPO, which is not covered in the summary worksheet. • The services price schedule shall be included on the appropriate worksheet in the 11H Fire Turnout and Fire Related Equipment workbook, or on your own additional price and discount schedule as detailed in steps 1-3 above. • The preferred services price schedule will include, at a minimum, manufacturer's name, price list date and number, publisher's list price, percent of discount offered or fixed price for each line item. This discount is offered not only to South Davis Metro Fire Agency's Members, and South Davis Metro Fire Agency but also to the thousands of members of the National Purchasing Partners ("NPP") dba FireRescue GPO and Public Safety GPO. • The services pricing shall be included on the Discount Summary worksheet in the Fire Tumout and Fire Related Equipment workbook. • Provide a description of the type of service offered. Add lines as necessary to describe all services being offered in your proposal. • The net preferred services price to the South Davis Metro Fire Agency and NPP members shall include the administration fee equal to 1% of the actual sales of services sold through the program. This fee will be paid to National Purchasing Partners ("NPP") dba FireRescue GPO and Public Safety GPO and is outlined in the Vendor Administration Agreement. Manufacturers, and Cataloe Price List Worksheets: • Provide a price schedule, as detailed in the discount and price workbook instructions on the previous page, for individual products offered. Add additional worksheets as necessary. • The net pricing to the South Davis Metro Fire Agency and NPP members shall include the administration fee equal to 1% of the actual sales of goods and or services sold through the program. This fee will be paid in order to National Purchasing Partners ("NPP") dba FireRescue GPO and Public Safety GPO and is outlined in the Vendor Administration Agreement. Appendix A: Offeror Qualifications Place responses after Tab 4 Offeror shall respond to each item below. The information will be used to assist South Davis Metro Fire Agency in evaluating theproposal. Do not use "boilerplate" answers for the questions. Respond to each item by specifically addressing the South Davis Metro Fire Agency request. Failure to complete all questions may result in your proposal being considered nonresponsive. 1) Write a brief history of your company that includes length of time in business and your firm's philosophy of doing business. If offeror has recently purchased an established business or has proof of prior success in this business or a closely related business, please provide written verification. 2) Provide the address for your company's headquarters. Provide addresses for any branch offices that may provide goods and/or servicers under any resulting contract with South Davis Metro Fire Agency or any participating members. Indicate how long your company has provided the services/products you are proposing. Provide names, titles, qualifications and experiences of the key people who will support this contract. 3) Provide a current certificate of insurance listing coverage for comprehensive and general liability, vehicle liability, and property damage, as specified on page 11. A sample certificate may be provided. However, before any orders are processed, contractor must provide a certificate that names South Davis Metro Fire Agency as the certificate holder. 4) Provide a letter from your financial institution indicating the range of credit available to your firm. (i.e., "credit in the low nine figures" or "credit line exceeding five figures.") Provide a letter from your financial institution and/or officers of major suppliers, indicating confidence in your firm's stability and payment history. These letters will only be used to evaluate proposals and will not be made available to the public. Offerors may submit audited annual financial reports in lieu of letters from financial institutions. However, the annual financial reports must provide essentially the same information as requested from the letters. Offerors are encouraged to highlight the requested information in any audited annual financial report submitted in response to this solicitation. All financial information will be kept confidential. 5) Describe any limitations to your company's ability to sell to all South Davis Metro Fire Agency Member types including, but not limited to school districts, state, county and municipal government agencies, community college districts, other political subdivisions of the State of Utah, and non-profit educational and healthcare institutions. Also, describe any differences in product availability/pricing for different types of Members. 6) Indicate how you will ensure your sales staff does not sell products or services to Members that are not on contract or will not meet the public need. Isthere "added value" received by the customer when purchasing through you rather than a competitor, or is your major benefit price alone? 7) Indicate if your firm would qualify as a minority owned business. To qualify for ownership as a minority owned business, at least 51 % of the firm's ownership must be held by a person or persons of a particular group (i.e. Woman owned, Hispanic owned, Native American owned, etc). Proof of ownership is evidenced by the transaction privilege tax license or business privilege license for sole proprietorship; business privilege licensed and written partnership agreement for partnerships; or the Articles of Incorporation, Corporate By-laws and stock certificates for corporations. NOTE: This information is used for reporting purposes only and is not a factor in evaluation. 8) Include information regarding your authorization to submit a proposal for the specified equipment/services and that you can provide the equipment if awarded a contract. Indicate if you are a bona fide dealer for the equipment/services in the proposal or if you are a manufacturer of the equipment/services in the proposal. Appendix B: Questionnairefor Offeror Place after Tab 7 1. Provide Utah Sales Tax License Number: Do you collect city, county and/or other local sales tax in Utah? Yes No If yes, please check one.- 0 Our combined state, city, county and/or other local sales tax rate is % (local rate). ❑ The sales tax rate varies by the location (i.e. ship -to -rate). 2. An ensuing contract with South Davis Metro Fire Agency is to offer a cooperative purchasing program "which can be accomplished more efficiently and economically as a multi -state operation. " Efficiency and economy can be established through reduced bidding effort for Members and vendors, management of a single contract, fewer price schedules to maintain, fewer contact persons, using South Davis Metro Fire Agency as an extension of Members' purchasing departments, etc. Additionally, it is South Davis Metro Fire Agency's assertion that a nationwide or region wide contract will result in economies of scale and lower prices than those received by bidding individual contracts, especially, but not limited to small Member agencies. Will a contract based upon your proposal result in the efficiencies and economies described above? Yes No If No, what efficiencies and economies would Members receive from a contract based on your proposal (attach additional pages as required)? 3. Address for purchase orders: Attention of Street Address City Fax Email Address State Mailing Address ZIP 4. Sales support by region (If you have representatives other than the Utah Representative listed above.) Name Region served Phone �1� Appendix C. Support and Maintenance Plans Place after Tab 7 Provide the requested information for warranty and maintenance service offered by your firm, as applicable. ❑ Yes, the following is applicable to our offer. (If yes, please provide the information below.) ❑ No, the following is not applicable to our offer. Do you provide warranty and maintenance for the items in the proposal? Yes [ ] No [ ] If no, how do Members obtain warranty and maintenance service? Provide the name and address of the facility that will provide warranty and maintenance service, under an awarded contract. If there is more than one facility, provide the names and addresses for all facilities. Attach a list if necessary. Provide a contact person and phone number for warranty and maintenance service. If there is more than one facility, provide the information for all facilities. Attach a list if necessary. Do you provide technical help via phone? Yes [ ] No [ ] If yes, provide a phone number and contact. How many technicians are located at each warranty/service facility that would serve a South Davis Metro Fire Agency contract? What is the value of parts inventory normally on hand at each warranty/service facility that would serve a South Davis Metro Fire Agency contract? Describe the steps a Member should take to activate a warranty, if any. Do you offer extended warranty or maintenance service plans? Yes [ ] No [ ] If yes, provide a summary of the plans here and place any sample forms after Tab 8. Include pricing for extended warranty or maintenance service plans in your discount and price schedule. (Tab 6.) Exhibit l: Vendor Administration Agreement , 2013 National VEND OR CONTRA CT Ni7.ffff-R Purchasing NPP artnem n m""', ppo VENDOR ADMINISTRATION AGREEMENT Executive Summary VENDOR GPO NAME National Purchasing Partners Local Government GPO ADDRESS OFFICE LOCATIONS Corporate Office: Seattle Washington WEB ADDRESS Field Office: Salt Lake City, Utah PRESIDENT CONTACT PERSON Andrew Forrester andrew.forrester MyNPP.com EMAIL/PHONE/FAX NPP CONTRACT IDENTIFICATION e NPP P f EFFECTIVE DATES This Vendor Administration Agreement shall be in effect for the duration of the Master Price Agreement referenced herein with respect to competitive solicitation obtained by a Request for Proposal or Request for Bid, unless otherwise terminated pursuant to the provisions of this Agreement. In General This contract entered into between (hereinafter referred to as "Vendor"), and National Purchasing Partners (hereinafter "NPP"), dba FireRescue GPO, and dba Public Safety GPO is based upon the sales and/or service of (the "Services" and "Products) to the NPP Members ("Members"). Administration 1) Vendor agrees to pay NPP a one percent (1%) contract Contract Fee administration fee based upon the sales of Services and Products purchased from Vendor by the Members under this Agreement and not under any other agreement. The one percent (1%) fee will be exclusive of any other fee that may be due to other associations or buying groups to which Vendor belongs. 2) In return for this administration fee. NPP agrees to provide contract marketing of this agreement to NPP Members. Volume Sales 3) Vendor agrees to submit an electronic Contract Activity Report Reports to the NPP office 30 days following the end of each quarter. The Contract Activity Report will include the content and be in the format specified by NPP from time to time. Right to Review 4) Vendor agrees to keep complete, current and accurate books, Books and Records records and accounts of the transactions pursuant to this Agreement in order to verify compliance with this Agreement. Vendor further agrees to fully satisfy or otherwise comply with all inspection and reporting requirements provided under the Terms and Conditions to this Agreement. Use of Data 5) Vendor hereby acknowledges and agrees to all restrictions identified in the Terms and Conditions with respect to the dissemination of all NPP and/or Member Organization information and data. Permission to Market 6) Vendor hereby grants permission to NPP to market Vendor's Vendor products and/or services. Vendor agrees to provide NPP with Products/Services all requested information including but not limited to logos, and use Vendor Logo price sheets, and contact information within twenty (20) days of becoming an approved NPP Vendor. Furthermore, Vendor hereby authorizes NPP to utilize the Vendor company logo, copy (text) provided by Vendor about their products and services, provided links to the Vendor web site, provided price sheets, and other such material and information necessary to market Vendor to NPP Members. Vendor agrees to provide NPP information such as logo, product descriptions and pricing information within ten (10) working days of request. Contract Term and 7) This Vendor Administration Agreement shall be in effect for Extension the duration of the Master Price Agreement referenced herein with respect to competitive solicitation obtained by a Request for Proposal or Request for Bid, unless otherwise terminated pursuant to the provisions of this Agreement. The term is automatically extended, for up to three consecutive one (1) year periods, if and only if the Master Price Agreement referenced herein is extended for the same period. Entire Agreement 8) This Contract, including the Terms and Conditions of which are a part of this contract and by their reference incorporated herein and of which Vendor acknowledges it has reviewed and signed, shall constitute the entire agreement between NPP and Vendor with respect to the subject matter herein and shall supersede all prior verbal or written agreements, understandings, promises, and contracts between the parties. fora" l Parka MOMIL npp National Purchasing Partners Vendor Administration Agreement Terms and Conditions In addition to the terms set forth in the Executive Summary, National Purchasing Partners and Vendor shall comply with the following general terms and conditions. 1. Recitals. This National Purchasing Partner Vendor Administration Agreement ("Agreement") is made and entered into as of the Effective Date (as defined on the signature page hereto) by and between National Purchasing Partners, LLC ("NPP"), a Washington limited liability company, and ("Vendor"). a) NPP is a group purchasing organization ("GPO") which enters into arrangements for the purchase of products and services on behalf of the Member institutions located throughout North America; b) NPP provides a broad portfolio of agreements capable of serving all types of organizations; and c) NPP's objective is to utilize lead or sponsoring governmental Member institutions to secure agreements with Vendors that provide the governmental Member institutions with a pool of resources from which to obtain products and services of optimum value at discounted prices while satisfying state and federal competitive and noncompetitive solicitation requirements; and d) Vendor desires to provide products and services to the Member institutions pursuant to the terms of this Agreement and the Master Price Agreement referenced herein; 2. Definitions. Unless otherwise defined in the text of this Agreement, capitalized terms used herein shall have the meaning ascribed to them in this Paragraph 2: a) Authorized Vendor means those dealers, Vendors, wholesalers, and/or manufacturers authorized in writing by NPP to distribute Products and Services at NPP contract pricing to the Participating Agencies. b) Contract Activity Report means the report(s) Vendor is required to submit to NPP listing all Sales under this Agreement, such report(s) to be substantially in the form of Addendum A as may be amended from time to time attached hereto. c) Contract Administration Fee means the percentage of Sales Vendor agrees to remit to NPP that are realized or generated as a consequence of this Agreement or any other arrangement between Vendor and a Participating Agency. d) Contract Period means the period as defined in the Master Price Agreement executed by Vendor and the lead government Member institutions. e) Force Majeure Event means a natural disaster, work stoppage, actions or decrees of governmental bodies or communications failures not the fault of a party hereto. f) Master Price Agreement means the agreement [also referred to as Contract] incorporated herein by reference, and the terms and conditions contained therein shall apply to this Agreement except as expressly modified by this Agreement. g) Participating Agencies means the Member institutions represented by NPP. h) Minority Business /H.U.B.Min means any business certified by a federal, state or local governmental agency, or identified by a Participating Agency pursuant to the Participating Agency's own diversity initiatives or internal policies, as a Minority Business Enterprise, Small Business Enterprise, Historically Underutilized Business, Women -owned Business Enterprise, or some other comparable classification. i) Products means those items, accessories, equipment or services to be provided to the Participating Agencies by Vendor in accordance with this Agreement, the Request for Proposal and/or the Master Price Agreement ultimately entered into by Vendor and a Participating Agency. j) Net Sales means the gross sales for Products and Services to Participating Agencies directly related to this Agreement, less returns, taxes, credits and shipping costs. 3. Reservation of Right. NPP, acting in the best interest of all of the Participating Agencies, before finalization of this Agreement, reserves the right (without any obligation) to: a) Request minor modifications of Vendor's and/or competing proposal(s) in order to facilitate use of the resulting Master Price Agreement by its Members; or b) Seek other agreement (form Vendor and/or others) for the benefit of its Members as may be permitted outside the competitive solicitation process Vendor Obligations 4. Participating Agencies. During the Contract Period, Vendor shall offer and sell the Products to the Participating Agencies on the terms and conditions set forth: a) In this Agreement and any referenced Master Price Agreements with respect to noncompetitive procurements; b) Pursuant to the terms of any Master Price Agreement executed by Vendor and a Participating Agency that extends its terms to NPP Membership; or c) Pursuant to the terms of any Master Price Agreement executed by Vendor and a Participating Agency and obtained through a Request for Proposal, Request for Bid, or other competitive procurement process, whether published or not by the Participating Agency, that extends its terms to the NPP Membership. Participating Agencies shall be permitted to purchase products from Vendor at the prices or discounts identified in the Master Price Agreement by referencing the Vendor Contract Number or Price File Number when ordering products or services. 5. Marketing. Vendor shall make commercially reasonable efforts to market its Products to NPP Members through its own internal means. Vendor may also participate in informational marketing programs NPP provides to its Members. Current marketing programs offered by the NPP include: a) Member Product Training: Opportunity for vendors to provide Members product training. b) NPP Booth Participation: Opportunity for vendors to present services at NPP's booth at conferences; provided that vendors agree to NPP's Terms of Booth Participation, as amended by NPP from time to time. c) Vendor Training: NPP will train Vendor's sales force on Contract through webinars or in -person training seminars. d) Other Marketing Opportunities: As offered from time to time. Vendor may participate in any or all marketing programs at its convenience. Additionally, there are other opportunities at conventions and conferences, including joining NPP personnel in the NPP booth and providing literature and product samples to be displayed in the booth. Participation in marketing programs is encouraged but voluntary. 6. Marketing Materials - Use of Logo. Vendor may reference NPP, dba FireRescue GPO, and dba Public Safety GPO, and its logo in marketing materials provided that NPP has been provided the opportunity to review printed materials prior to distribution and Vendor has complied with current NPP logo use specifications. 7. Acknowledgment of National Distribution Expectations. Vendor acknowledges that Participating Agencies may be located throughout North America and that the ability to distribute products and services on a national level is preferred but not required. Vendor further acknowledges that multiple bid awards may be granted if a local vendor is unable or unwilling to distribute products and services on a national level. 8. No Disruption of NPP's Relationship with Participating Agencies. Vendor shall not offer, persuade or seek to induce any Participating Agency to terminate its status or relationship with NPP 'I in any manner or form whatsoever. A breach of this Paragraph will constitute sufficient cause for NPP to terminate this Agreement and/or to seek damages from Vendor for loss of all actual and prospective Contract Administration Fees resulting from such breach. 9. Substitute Products. Vendor shall furnish only those products as ordered by Participating Agencies and shall not furnish an alternate or substitute product or brand to any Participating Agency without written approval of such Participating Agency. 10. Distribution to Participating Agencies. Vendor shall sell and ship such Product to the Participating Agency at the address the Participating Agency so specifies. Vendor shall obtain payment for any delivered Product directly from the Participating Agency to whom the Product was delivered. Vendor shall be solely responsible, at its sole cost, for resolving all disputes and controversies regarding any purchase order, invoice, product, shipment and/or delivery date with the applicable Participating Agencies without liability, participation or contribution by NPP. 11. Prompt Delivery. Vendor shall make prompt delivery of all Products to Participating Agencies. Vendor and Participating Agencies may negotiate additional mutually agreed upon terms and conditions as they relate to the specific needs of a Product or Service, pursuant to the terms of the Master Price Agreement executed by the Vendor and Participating Agency, as modified or amended. 12. Taxes. If any tax is due with respect to the sale of any Product hereunder, it shall be Vendor's sole responsibility to collect and pay such tax. Vendor shall defend, indemnify and hold harmless NPP against any and all third party suits, claims and expenses arising out of any claimed failure to pay any tax on any Product sold under this Agreement. 13. Restrictions on Use of Data. Vendor hereby acknowledges and agrees that all NPP and/or Participating Agency information and data generated or otherwise made available to Vendor as a result of NPP and Participating Agencies' participation under this Agreement ("Data"), may be used by Vendor only for the following internal purposes: (i) reporting, and (ii) use of Data as "input data" in a collection of data, cumulative in nature, which does not disclose the source, at any time, of the input data. In no event shall Vendor sell, market or commercialize Data or create derivative products or applications for sale based on Data. Participating Agency Matters 14. State and Federal Procurement Laws. Vendor acknowledges that Participating Agencies are typically governmental entities and may be bound by state and/or federal competitive solicitation requirements as well as possible mandatory local vendor preference regulations. Vendor further acknowledges that amendment, modification and/or termination of all or select provisions of this Agreement, Master Price Agreements or other awards of contracts obtained from Request for Proposal, Request for Bid, or other solicitation process, may prove necessary in order to comply with the laws of the state of origin of the Participating Agency. Vendor agrees to accommodate all reasonable requests by a Participating Agency to comply with federal, state and local laws. 15. Minority Business Enterprise/H.U.B. Certain Participating Agencies may be required or encouraged by law, regulation and/or internal policy to do business with Minority Businesses. To help the Participating Agencies meet such requirements or policies, Vendor agrees to comply with all Participating Institution policies and programs with respect to Minority Businesses as requested, and to provide, upon request by the Participating Agency, statistical or other information regarding Vendor's utilization of such Minority Businesses as vendors, Vendors, contractors or subcontractors. Term and Termination 16. Term. This Vendor Administration Agreement shall be in effect for the duration of the Master Price Agreement referenced herein with respect to competitive solicitation obtained by a Request for Proposal or Request for Bid, unless otherwise terminated pursuant to the provisions of this Agreement. 17. Termination by NPP With Cause. NPP may terminate this Agreement for cause upon thirty (30) days' written notice to Vendor, and failure by Vendor to cure the material breach giving rise to cause within such thirty (30) day period, except to the extent that shorter notice and cure periods are specified below. For purposes of this Agreement, NPP shall have "cause" for termination if: a) Subject to Paragraph 40 herein, Vendor is unable for any reason to supply Participating Agencies with products or services at any time during the Contract Period, other than supplier and/or OEM manufacturer delays and shortages beyond the control of Vendor; or b) Vendor does not maintain the requisite insurance coverage specified in Paragraph 32 hereto, or, c) Where applicable, Vendor fails to notify NPP and the Participating Agencies within seven (7) days after (i) Vendor becomes aware of any defect or condition which may render any Product in violation of the Federal Food, Drug and Cosmetic Act, or any other federal, state or local law, regulation or ordinance, or which in any way alters the specifications or quality of any Product, or (ii) Vendor receives any notification of any regulatory action or warning letter concerning any Product; or d) Vendor fails to pay any Contract Administration Fee or fails to submit any Contract Activity Report in accordance with this Agreement and such failure remains uncured for ten (10) days after written notice of such failure. or e) Vendor does not cure any error in reporting or payment identified as a result of an audit as provided in Paragraph 27 hereto; or f) Vendor otherwise breaches this Agreement and fails to cure such breach within thirty (30) days after NPP gives written notice to Vendor thereof. 18. Bankruptcy. Each party hereto reserves the right, in its sole and exclusive judgment, to terminate this Agreement immediately upon notice thereof to the other party if (a) the other party transfers assets in fraud of its creditors, (b) the other party makes an assignment for the benefit of its creditors, (c) the other party is the subject of any proceeding in bankruptcy instituted on behalf of or against Vendor, (d) a receiver or trustee is appointed for the other party's property, or (e) one party believes, in good faith, that the other party is financially unable to carry out adequately its obligations under this Agreement. 19. Termination by Vendor. Vendor may terminate this Agreement if NPP breaches a material term of this Agreement and fails to cure such breach within thirty (30) days after Vendor gives written notice to NPP thereof. 20. Option to Terminate Existing Contracts with Vendor. Any Participating Agency desiring to avail itself of the pricing, terms, and conditions described in this Agreement may, at its option and without penalty or acceleration of costs or fees, terminate any existing Master Price Agreement immediately but may or may not be obligated to the terms of an existing contract or other agreement or current obligation with Vendor, whether held directly or by its parent, owner, division, affiliate, leasing organization, manager, or purchasing agent, previously obtained directly as a result of a competitive or noncompetitive solicitation process. 21. Rights and Obligations Following Termination. Upon termination of this Agreement for any reason, NPP and Vendor shall have the following rights and obligations, which shall survive the termination of this Agreement: a) Neither party shall be released from any obligation arising under this Agreement prior to its termination, including, but not limited to, Vendor's obligation to pay NPP the Contract Administration Fee in full with respect to any sale of any Product through the date of termination of this Agreement; and b) Vendor shall continue to honor each order for each Product, from each Participating Agency, up to the effective date of termination and for a period of thirty (30) days thereafter, which orders shall be subject to the pricing, terms and conditions of this Agreement. c) Neither party shall release nor disseminate to any third party any proprietary information acquired from the other party as a result of this Agreement. Vendor Fee and Reporting Requirements 22. Contract Activity Report. Vendor shall remit to NPP a current Contract Activity Report in a format acceptable to NPP within thirty (30) days after the close of each Reporting Period. For purposes of this agreement, "Reporting Period" shall mean each CALENDAR QUARTER. 23. Contract Administration Fees. Vendor shall remit to NPP, together with a Contract Activity Report, a Contract Administration Fee equal to 1 % of Net Sales. Vendor shall pay the Contract Administration Fee in U. S. Dollars by check or bank draft made payable to "NPP" and shall remit the Contract Administration Fee to NPP within thirty (30) days after the close of each Reporting Period. Contract Administration Fee payment shall be made to the following address: For checks sent via USPS regular mail the address is: National Purchasing Partners, LLC. B110402 P O Box 66911 St. Louis, MO 63166-6911 For any overnight packages sent via Fed Ex or UPS, the physical address is: National Purchasing Partners, LLC. B110402 2301 S. Kingshighway St. Louis, MO 63110 Attention: Lockbox Electronic forms may be sent to reports@mynpp.com Each Contract Administration Fee payment must be accompanied by (a) the Contract Activity Report in both electronic and hard copy and (b) the following information to be provided by Vendor to NPP in writing: a) Vendor's name (If a parent or affiliate corporation is making a payment on behalf of Vendor, Vendor's name as it appears on this Agreement shall be identified on the face of the check stub or on the payment notice); and b) NPP contract number, if provided by NPP; and c) Reporting Period for which the Contract Administration Fee is being paid (e.g., 1/1/10 - 3/31/10).Each Contract Administration Fee payment must be accompanied by (a) the Contract Activity Report in both electronic and hard copy and (b) the following information to be provided by Vendor to NPP in writing: 24. Contract Administration Fee Reporting Specifications. Vendor agrees to comply with all provisions of the current Quarterly Reporting Policy and Procedure for Non -Compliance, as may be amended by NPP from time to time, with respect to failure to submit complete quarterly reports and payments. As indicated herein, Vendor shall submit to NPP or its Designee a Contract Activity Report in electronic form and Vendor shall comply with the specifications for electronic filing specified in this paragraph, as may be amended by NPP from time to time. Vendor shall provide NPP with a description of Vendor's process for loading the NPP Member Institutions into its reporting systems and tracking and reporting Sales by the Member Institutions under this Agreement. The description should include: Information concerning how Vendor: (a) adds Member Institutions, (b) enters pricing terms into its reporting systems and how Vendor makes such pricing terms available to Member Institutions, and (c) uses letters of commitment, if applicable; (b) The forms to be used by Vendor for the designation(s) described in clause (i) above, and (c) The names of the individual(s) responsible for this process and procedure for Vendor. 25. Contract Administration Fee Surcharge. Vendor shall pay a late payment penalty surcharge of one and one-half percent (1.5%) per month of the Fees for the applicable Reporting Period if the Contract Administration Fee and/or the Contract Activity Report with respect to a given Reporting Period have not been received by NPP within thirty (30) days after the close of such Reporting Period. The surcharge is calculated by multiplying the Contract Administration Fee for the Reporting Period for which the Contract Activity Report and/or the Contract Administration Fee have not been submitted by .015, and then multiplying the result of such calculation by a fraction, the numerator of which is total number of days that the Contract Activity Report and/or the Contract Administration Fee is delinquent, and the denominator of which is thirty (30). 26. Estimated Contract Administration Fee. If the Contract Administration Fee has not been received by NPP within ninety (90) days after the end of the Reporting Period to which it relates, NPP may invoice Vendor for the Contract Administration Fee estimated by NPP to be due for such Reporting Period. Vendor shall pay such estimated Contract Administration Fee within ten (10) days after receipt of NPP's invoice, if Vendor has not previously paid the Contract Administration Fee for such Reporting Period. Invoice of such Contract Administration Fee by NPP, or payment of such estimated Contract Administration Fee by Vendor, shall not relieve Vendor of its obligation to submit the Contract Activity Report applicable to such Reporting Period and to pay in full the actual Contract Administration Fee owed with respect to such Reporting Period and any surcharge applicable thereto. 27. Right to Audit. Vendor agrees to keep complete, current and accurate books, records and accounts of the transactions pursuant to this Agreement in order to verify compliance with this Agreement. Subject to confidentiality agreements, all such books, records and accounts shall be available for inspection and audit by NPP and its authorized representatives at any time during the term of this Agreement and for one (1) year thereafter, but no more frequently than twice in any consecutive twelve (12) month period and only during reasonable business hours and upon reasonable notice. If any NPP audits disclose a failure to provide the correct sales tracing information, then NPP shall have the right, at NPP's option, to increase frequency and scope of audits. If any of NPP's audits disclose a failure to provide the correct Contract Administration Fee, then NPP shall have the right, at NPP's option, to immediately terminate this Agreement while retaining the right to pursue collection of its earned fees and Vendor shall be responsible for the payment of the audit. Should any audit produce evidence that overcharges were incurred by Participating Agencies, then Vendor shall credit said Members within thirty (30) days of written notice of said overcharge. If any audit of Vendor invoices or other records reveal any variance from any invoice to any Member, Vendor shall I' immediately refund any excess payment received from the Member. 28. Notice a) Every notice and other communication to NPP in connection with this Agreement shall be in writing. Each such notice and other communication shall be sent to NPP at the following address until otherwise notified in writing by the other party: National Purchasing Partners 1100 Olive Way, Suite 1020 Seattle, WA 98101 'Please note: Minor Reporting issues may be directed to the Contract Administrator at contra cts(c) mvnpp com or (800) 810-3909. b) Unless otherwise notified by Vendor, every notice and other communication to Vendor in connection with this Agreement, including reporting discrepancies and problem resolution, shall be in writing and shall be addressed to: [VENDOR INFORMATION] Vendor must provide NPP written notice of change within thirty (30) days following a change in the above contact individual. c) Alternatively, notices required pursuant to this Agreement may be personally served in the same manner as is applicable to civil judicial practice. Notice shall be deemed given as of the date of personal service or as of the postmark date of such written notice. The NPP and Vendor may modify the addresses for such notices provided such modification is given in writing under the provisions of this section. Warranties. Indemnification and Law 29. Product and Service Warranty. Vendor represents and warrants to NPP that all original manufacturers' warranties will be transferred to end -users to the fullest extent allowable under applicable law and each Product will not be improperly stored, reprocessed or repackaged from its original state. 30. Compliance by Vendor with all Applicable Laws. In the performance of its duties and obligations under this Agreement, Vendor shall at all times comply with all applicable federal, state and local laws, statutes, regulations, rules, orders and ordinances now in effect or as hereafter enacted, amended or promulgated. 31. Indemnification. To the fullest extent permitted by law, each party shall indemnify, defend (at the party's sole expense) and hold harmless the other party, affiliated companies of the other party, their partners, joint ventures, representatives, Members, designees, officers, directors, shareholders, employees, agents, successors and assigns ("Indemnified Parties"), from and against any and all third party claims for bodily injury or death, damage to property, demands, damages, actions, causes of action, suits, losses, judgments, obligations and any liabilities, costs and expenses (including, but not limited to, investigative and repair costs, reasonable attorneys' fees and costs and consultants' fees and costs) ("Claims") which arise or are in any way connected with the Products or Services performed or provided by the party or its agents. These indemnity and defense obligations shall apply to any acts or omissions, negligent or willful misconduct of the party, its employees or agents, whether active or passive. Such party shall not be obligated to indemnify and defend the other party for claims found to be due to the sole negligence or willful misconduct of indemnified parties. These indemnification obligations shall survive expiration or other termination of this Agreement. Insurance and Shipping Charges 32. Insurance. Vendor shall maintain insurance coverage adequate to fully protect Vendor, NPP, and Amerinet from any and all claims of any nature for damage to property or for personal injury, including death, made by any person or entity arising from Products and Services sold through Vendor or actions related to Products and Services sold through Vendor (including subcontractors, employees, II consultants or agents of Vendor). Upon request of NPP, Vendor shall provide evidence of insurance coverage as specified above. 33. Product Title, Shipping Charges, Delivery Surcharges. Inbound Freight Charges, shipping charges and delivery surcharges, if any, shall be as agreed upon under the terms and conditions of the Master Price Agreement executed by the Vendor and Participating Agency. Product Marketing and GPO -Compliance Requirements 34. Product Returns. Notwithstanding the express written terms of the Master Price Agreement executed by the Vendor and Participating Agency, each Participating Agency shall have the right to return, without penalty, cost or delay, any excess or unnecessary Product for full original purchase price credit under any of the following circumstances: (a) the Product is received outdated or is otherwise unusable, (b) the Product is received damaged, or is defective or nonconforming; (c) the Product is one which a manufacturer or Vendor specifically authorizes for return through a Vendor; or (d) the Product is recalled, provided product is returned through the Vendor. Vendor shall issue credit to an institution within thirty (30) days of the date of return. Failure to credit Member institutions' accounts within (30) days will result in a penalty of 1% per month added to the credit amount due. If any Product, to be returned through Vendor, was originally sent to the Participating Agency in accordance with the requirements and specifications set forth in the Participating Agency's purchase order, then the Participating Agency shall bear the freight cost for returning such Product to Vendor. In all other cases, Vendor shall bear the freight cost to return such Product to Vendor. Vendor shall also provide NPP with a copy of its return goods policy prior to the Commencement Date and with copies of any change in such policy during the term of the Agreement. Other 35. Electronic Commerce. Vendor shall support the development of electronic commerce on the Internet by and among NPP, the Participating Agencies and Vendor to the extent feasible. 36. Confidentiality. Except as may be required by law or as reasonably required to conduct their respective businesses, NPP and Vendor shall not use, publish or disclose or cause anyone else to use, publish or disclose any confidential information obtained in connection with the negotiation and implementation of this Agreement. NPP and Vendor shall maintain the confidentiality of the terms of this Agreement, as well as all negotiations prior to the Effective Date. The above restrictions on disclosure and use shall not apply to any information which (a) is or becomes generally available to the public, other than as a result of disclosure by the party receiving the information pursuant to this Agreement, (b) was made available to other third persons on a non -confidential basis prior to the execution of this Agreement, or (c) becomes available on a non -confidential basis from a third person, which third person was not itself under an obligation to maintain the confidentiality of such information, or (d) is required by law, subpoena or court order to be disclosed. NPP may disclose such confidential information to the Shareholders and Participating Agencies and any employee or advisor of NPP with a bona fide need to know, in its evaluation, operation or interpretation of this Agreement. NPP and Vendor may disclose the existence of this Agreement and other information, such as the overall savings expected to be realized from this Agreement, subject to the written approval of the other party. The provisions of this clause shall survive the expiration or other termination of this Agreement regardless of the cause of termination. 37. Independent Contractors. The parties shall be and act as independent contractors and this Agreement shall not be construed as one of partnership, agency, joint venture or employment. Nothing in this Agreement shall (a) constitute the formation of a partnership, joint venture or employment relationship, or (b) give the right, power or authority to one party to bind the other. 38. No Collusion. Vendor represents and warrants that it prepared its proposal to NPP without any collusion whatsoever between Vendor and any other potential or actual Vendors or contractors of NPP. 39. Unenforceable Provision. If one or more of the provisions of this Agreement, or the application or interpretation thereof, is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect, and the provisions deemed invalid or unenforceable replaced with valid and enforceable provisions which achieve the intent of Vendor and NPP in entering into this Agreement. 40. Force Majeure. If either NPP or Vendor is unable to discharge any obligations imposed by this Agreement, the non -complying party shall not be liable in the event such failure is due to a Force Majeure Event. NPP shall have the right to select an alternate or additional Vendor(s) to replace or supplement Vendor, if in NPP's sole and exclusive judgment, Vendor is unable to fully discharge or adequately fulfill its obligations under this Agreement as a result of a Force Majeure Event. 41. Assignment Vendor shall not assign this Agreement without the prior written consent of NPP. For purposes of this Paragraph, "assignment" shall be deemed to include (a) the sale or transfer of any rights or obligations under this Agreement, and (b) a change in the identity of the person(s) or entity(ies) owning a majority of the issued and outstanding voting securities of Vendor and/or Vendor's parent corporation(s). Any attempt by Vendor to assign any of its rights or delegate any of its duties hereunder without the prior written consent of NPP shall be null and void and shall entitle NPP, at its sole and exclusive option, to terminate this Agreement in its entirety. In addition, any such attempted assignment by Vendor shall entitle each Participating Agency, at its sole and exclusive option, to cease purchasing any and all Products from Vendor and to begin purchasing such Products from such other manufacturers or vendors as the Participating Agency may select. NPP may freely assign and delegate any of its rights and obligations under this Agreement without restriction. Subject to the limitations on assignment set forth in this Paragraph, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of, the successors and permitted assigns of the parties. 42. Non -Waiver of Provisions. Any provision of this Agreement may be waived in writing at any time by the party entitled to the benefit of such provision. No waiver of any provision of this Agreement shall be deemed to or shall constitute a waiver of any other provision hereof. Except as expressly provided in this Agreement, no delay on the part of any party in exercising any right, power or privilege shall operate as a waiver thereof. The waiver by either party of any breach or default by the other party shall not be construed to be either a waiver of any subsequent breach or default of any such provision, of the same or different kind, or a waiver of the provision itself. 43. Section Headings. All section headings contained herein are for convenience only and shall in no way modify or restrict any of the terms or provisions hereof, or affect the meaning or interpretation of this Agreement. 44. Signature of Duly Authorized Representative. Duly authorized representatives or agents of both NPP and Vendor shall sign this Agreement, and such signatures shall be conclusive proof of that person's authority to bind NPP and Vendor, respectively. 45. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington without regard to choice or conflict of law rules. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. The United States Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause set forth herein. 46. Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and the place of arbitration shall be Seattle, Washington. Each party shall bear its own costs and expenses including, without limitation, attorneys' fees. Each party shall bear an equal share of the arbitrators' and administrative fees of arbitration. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The provisions of this clause shall survive the expiration or other termination of this Agreement regardless of the cause of termination. 47. Addenda; Entire Agreement. The General Terms as well as all Addenda to this Agreement are an integral and binding component of this Agreement, and are incorporated fully herein by this reference. In the event of any actual or perceived inconsistencies or conflicts between this Agreement and any addendum hereto, the provisions of this Agreement shall govern. This Agreement, together with the addenda, will constitute the full and complete Agreement between the parties as to the terms outlined herein. This Agreement supersedes and cancels in their entirety any and all previous agreements, discussions, negotiations, commitments and obligations of any sort, whether written or oral, existing between NPP and Vendor with respect to the subject matter hereof. 48. Amendment, Modification and Cancellation. The parties may, from time to time, agree to modify the terms of this Agreement, including the addition or deletion of products and services offered by Vendor, provided, however, that the amendment is in writing and signed by the NPP Executive Director and by Vendor's authorized representative. Both parties reserve the right to cancel this Agreement in whole or in part if the other party breaches this Agreement and does not correct such failure within thirty (30) days of receiving written notice from the other party specifying such failure or if the other party in any respect repudiates or otherwise breaches the terms hereof. 49. Authorized Use of NPP Membership List ("the List"). NPP may, from time to time, provide Vendor with the List. The authorized use shall consist solely and exclusively of the provisions of this paragraph, unless otherwise approved upon in writing by NPP. i) Vendor may use the entire NPP Membership List, with the exception of the Fire Rescue GPO Membership List, for generating in-house reports and reporting purposes only. NPP may telemarket, fax, email, and mail promotional materials on behalf of Vendor at NPP's discretion. In addition, and at NPP's discretion, NPP may provide Vendor with partial membership lists that may be used for marketing purposes if, and only if, the NPP member has "opted in" to marketing. In those instances where Vendor has been granted to use all or a portion of the List for marketing purposes, Vendor must provide NPP with a copy of any marketing material to be emailed or mailed to NPP Members using the List prior to dissemination. a) The Vendor specifically may not: copy, modify, alter adapt or transfer the List, in whole or in part, except to engage in the authorized use set forth in this section; or ii) disclose, distribute, rent, sub -license or lease the List to any third party or use the List to provide service for other parties without prior written consent of NPP. b) NPP WILL IN NO EVENT BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITEDTO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE VENDOR'S USE OF OR INABILITY TO USE THE LIST. NPP IS NOT RESPONSIBLE FOR LIABLE FOR ANY COSTS INCURRED BY THE VENDOR, INCLUDING BUT NOT LIMITED TO, THOSE INCURRED AS A RESULT OF LOST PROFITS OR REVENUE, CLAIMS BY THIRD PARTIES, OR FOR OTHER SIMILAR COSTS, AS THEY RELATE TO THE USE OF THE LIST. c) Vendor shall be held solely responsible for any and all damages arising from use of the List by Vendor agents, employees, contractors or anyone else given access to the List by the Vendor. The Licensee shall indemnify NPP and be held unconditionally responsible for any and all damages sustained by NPP for such use including, but not limited to, all costs and reasonable attorney's fees related to litigation. Vendor also consents to the entry of an order enjoining any use of the List in violation of the Agreement to prevent further and continuing damage. 50. Counterparts. This Agreement may be executed in counterparts all of which tougher shall constitute one and the same agreement. THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date signed by National Purchasing Partner's authorized representative (the "Effective Date"). VENDOR NAME: AUTHORIZED REPRESENTATIVE BY: PRINTED NAME: TITLE: DATE: NAME: ADDRESS: AUTHORIZED REPRESENTATIVE: BY CONTRACT MANAGER: PRINTED NAME: TITLE: DATE: National Purchasing Partners Note: The NPP mailing address for 1100 Olive Way, Suite 1020 Contract Activity Report and payment can be found in Section 23 of this Seattle, WA 98101 document. VENDOR ADMINISTRATION AGREEMENT ADDENDUM A Quarterly Volume Sales Reporting National Purchasing Partners vendors are required to submit a quarterly Vendor Contract Activity Report pursuant to the Vendor Administration Agreement. Included with this document: • Vendor Contract Activity Report Excel spreadsheet template • Description of each required field Step One: Complete the Vendor Contract Activity Report Even if you have had no sales please submit a report indicating zero sales for the quarter. Step Two: Submit the Vendor Contract Activity Report and Administration Fee Payment In accordance with your Vendor Administration Agreement the Vendor Contract Activity Report and Administration Fee payment is due within 30 days following the end of each quarter. January 1 - March 31 April 1 -June 30 July 1 -September 30 October 1 - December 31 1120 MAIL ADMINISTRATION FEE PAYMENT TO: For checks sent via USPS regular mail the address is: National Purchasing Partners, LLC. B110402 P O Box 66911 St. Louis, MO 63166-6911 For any overnight packages sent via Fed Ex or UPS, the physical address is: National Purchasing Partners, LLC. B110402 2301 S. Kingshighway St. Louis, MO 63110 Attention: Lockbox EMAIL THE COMPLETED VENDOR CONTRACT ACTIVITY REPORT TO: reports@mynpp. com_ Contact: Please call Michael Peterson at 1.800.810.3909 or email at Michael. Peterson a)_mynpp.com with any questions or concerns. Contract Activity Report 100369 1167981 IJim Smith Road4il I (Seattle IWA 98117 FILL IN 3% 1######## `Please right -click and select "Worksheet Object, Edit' in order to scroll through the spreadsheet. Please contact NPP for an Excel version. No Text EXHIBIT 3� Oregon's Incorporated Cities Adair Village Donald John Day N ssa Tangent Adams Drain Johnson C4 Oakland The Dalles Adrian Dufur Jordan Valley Oakrid e Tigard Albany Dundee Joseph Ontario Tillamook Amity Dunes City Junction City Oregon City Toledo Antelope Durham Keizer Paisley Troutdale Arlington Eagle Point King City Pendleton Tualatin Ashland Echo Klamath Falls I Philomath Turner Astoria Elgin La Grande Phoenix Ukiah Athena Elkton La Pine Pilot Rock Umatilla Aumsville Enterprise Lafayette Port Orford Union Aurora Estacada Lake Oswego Portland Unit Baker City Eugene Lakeside Powers Vale Bandon Fairview Lakeview Prairie City Veneta Banks Falls City Lebanon Prescott Vernonia Barlow Florence Lexington Prineville Waldport Bay City Forest Grove Lincoln City Rainier Wallowa Beaverton Fossil Lonerock Redmond Warrenton Bend Garbaldi Long Creek Reedsport Wasco Boardman Gaston Lostine Richland Waterloo Bonanza Gates Lowell Riddle West Linn Brookins Gearhart Lyons River rove Westfir Brownsville Gervais Madras Rockaway Weston Burns Gladstone Malin Rogue Beach Wheeler Butte Falls Glendale Manzanita Roseburg Willamina Canby Gold Beach Mau in Rufus Wilsonville Cannon Beach Gold Hill Maywood Park Salem Winston Canyon City Granite McMinnville Scappouse Wood Villa Can onville Grants Pass Medford Scio Woodburn Carlton Grass Valley Merrill Scott Mills Yachats Cascade Locks Greenhorn Metolius Seaside Yamhill Cave Junction Gresham Mill city Seneca Yoncalla Central Point Haines Millersburg Shady Cove Chilo uin Halfway Milton-Freewater Shaniko Clatskanie Halsey Milwaukie Sheridan Coburg Harrisburg Mitchell Sherwood Columbia City Helix Molalla Siletz Condon Heppner Monmouth Silverton Coos Bay Hermiston Monroe Sisters Coquille Hillsboro Monument Sodaville Cornelius Hines Moro Spray Corvallis Hood River Mosier Springfield Cottage Grove Hubbard Mt. 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Vernon St. Paul Creswell Idanha Myrtle Creek Stanfield Culver Imbler Myrtle Point Sta ton Dallas Independence Nehalem Sublimity Damascas lone Newber Summerville Dayton Irri on Newport Sumpter Dayville Island City North Bend Sutherlin De oe Bay Jacksonville North Plains Sweet Home Detroit Jefferson North Powder Talent Idaho's Incorporated Cities Aberdeen Acequia Albion American Falls Ammon Arco Ashton Bancroft Bellevue Boise Bonners Ferry Buhl Burley Caldwell Cambridge Carey Cascade Challis Chubbuck Coeur d'Alene Cottonwood Council Dalton Gardens Dietrich Donnelly Dover Downey Driggs Eagle Elk City Emmett Fairfield Franklin Fruitland Garden City Garden Valley Genesee Glenns Ferry Gooding Grandjean Grace Grangeville Hailey Harrison EXHIBIT 4 Juliaetta Kamiah Kellogg Ketchum Ketchum Kimberly Kooskia Kuna Lava Hot Springs Lewiston Mackay Malad Malta Marsing McCall McCammon Melba Meridian Middleton Montpelier Moscow Mountain Home Mountain Home Murray Nampa New Meadows New Plymouth Nezperce Orofino Parma Payette Pierce Pocatello Post Falls Potlatch Preston Priest River Rathdrum Rexburg Richfield Rigby Riggins Rupert Salmon Sandpoint Sugar City Sun Valley Tetonia Troy Twin Falls Victor Wallace Wardner Weippe Weiser Wendell Whitebird Wilder Worley Idaho's Counties Ada Adams Bannock Bear Lake Benewah Bingham Blaine Boise Bonner Bonneville Boundary Butte Camas Canyon Caribou Cassia Clark Clearwater Custer Elmore Franklin Fremont Gem Gooding Idaho Jefferson Jerome Kootenai Latah Lemhi Lewis No Text ixp CITY OF TAMARAC 7525 NW 88th Ave TAMARAC, FLORIDA 33321-2401 MISCELLANEOUS ACCOUNTS RECEIVABLE r � CITY OF HALLANDALE BEACH FD ADMINISTRATION / STATION 7 To: 121 S.W. 3RD STREET HALLANDALE, FL 33009 L I DATE 3/01/16 DEPARTMENT BILLING AR /(954) 597-3558 INVOICE NUMBER 29416 BILLING DATE 3/01/16 PAYMENT DUE BY 3/31/16 QTY DESCRIPTION UNIT PRICE AMOUNT 1.00 GRANT MATCHING FUND 29,857.00 29,857.00 ** Payment is Due Upon Receipt ** City of Tamarac thanks you for prompt payment. TOTAL DUE: $29,857.00 DETACH AND RETURN THIS STUB WITH REMITTANCE � pF TAgj9 City of Tamarac 9� 7525 NW 88th Ave Tamarac, FL 33321-2401 MISCELLANEOUS ACCOUNTS RECEIVABLE Please put invoice number on check to insure proper credit. CITY OF HALLANDALE BEACH FD ADMINISTRATION / STATION 7 121 S.W. 3RD STREET HALLANDALE, FL 33009 INVOICE NUMBER DUE DATE 29416 3/31/16 TOTAL AMOUNT DUE AMOUNT PAID $29,857.00 PAYMENT MUST BE MADE IN U.S. CURRENCY OR BY CHECK PAYABLE TO THE CITY OF TAMARAC ❑ To request change of address, please check box and write in new address on reverse side. TAMINVC Quote Page 1 of 2 KA E S Date 2/19/2016 Quote # QT1005111 MUNICIPAL EMERGENCY SERVICES Expires 3/20/2016 3789 62nd Avenue North Sates Rep Cool, Troy K Pinellas Park, FL 33781 PO # Shipping Method Fed Ex Ground Bill To CITY OF TAMARAC 7525 NW 88TH AVE TAMARAC FL 33321 Ship To CITY OF HALLANDALE BEACH 4.5 X3SC, SH QD/SEM/DEB 40 MINE .. 5,565.38 222,615.20 X341402220040 2 List $8245.00 - 25% = $6183.75 III Volume Discount - 10% 1 200129-01 4.5-45MIN CARB CYL&VLV NXG 80 1,011.75 80,940.00 List 1420.00 - 25% = $1065,00 Volume Discount - 5% AV-3000 HT (S), KVLR wl R BRKT 15 273,60 ll� f 4,104.00 1201215-04 List $384.00 - 25% = $288.00 Volume Discount - 5% 201215-05 AV-3000 HT (M), KVLR w/ R BRKT 60 273.60 16,416.00 List $384.00 - 25% = $288.00 Volume Discount - 5% 1 201215-06 AV 3000 HT (L), KVLR w/ R BRKT 15 273.60 f 4,104.01 i List $384.00 - 25% = $288.00 { I Volume Discount - 5% E I 200954-02 I RIT-PAK III ASSY, 4500 PSI 1 0.001 0.001 j I CYL&VLV CARBON 60 2 0.00 0.00 804723-01 (HM) I 201276-01 ( PACKAGING, EPIC 3 RI, SINGLE 26 0.00 0.00 201088-01 I SEMS ll, L SS GATEWAY 1 € 0.00 0.001 1201051-01 REPEATER ASSY 1 0.00 0.00 200673-01 ASSEMBLYWIRELESS BOOT LOADER 1 0.00 0.00 200388-01 TOOL ADAPTER 4 0.00 0.00 200266-04 HHR ASSEMBLY,PAK-TRACKER 4 0.00 I . 0.00 i I 1 200433-01 TRK MT CHARGER,PAK-TRACKER 4 0.001 0.00 200077-05 REG ASY,EZ FLO+,SWAT QD HOSE 10 0.00 , 0.00 FTSCBA- Flow i 40 0,00 I 0.00 1 Test 1 YEAR FLOW TESTING i CYL LOGO . I CYLINDER LOGO CHARGE 80 0.00 0.00 I KA E S MUNICIPAL EMERGENCY SERVICES Page 2 of 2 Date 2/19/2016 Quote # QT1005111 I I I I f i I f I � 1 iI 1 I 1 i i I Pricing per GPO Contract #VH11276 (Additional Volume Discount Applied - 10% Paks, 5% Cylinders, 5% Masks) Subtotal 328.179.20 Shipping Cost (FedEx Ground) 0.00 Total $328,179.20 This Quotation is subject to any applicable sales tax and shipping & handling charges that may apply. Tax and shipping charges are considered estimate and will be recalculated at the time of shipment to ensure they take into account the most current local tax information. All returns must be processed within 30 days of receipt and require a return authorization number and are subject to a restocking fee. Custom orders are not returnable. Effective tax rate will be applicable at the time of invoice. II III 111 111111111111111111i1 111 QT1005111 CITY OF TAMARAC 7525 NW 88th Ave TAMARAC, FLORIDA 33321-2401 MISCELLANEOUS ACCOUNTS RECEIVABLE F CITY OF LAUDERHILL FD 1980 NW 56 AVENUE To: SUNRISE, FL 33313 L J DATE 3/01/16 DEPARTMENT BILLING INVOICE NUMBER BILLING DATE PAYMENT DUE BY AR /(954) 597-3558 29417 3/01/16 3/31/16 QTY DESCRIPTION UNIT PRICE AMOUNT 1.00 GRANT MATCHING FUND 37,322.00 37,322.00 ** Payment is Due Upon Receipt ** City of Tamarac thanks you for prompt payment. TOTAL DUE: DETACH AND RETURN THIS STUB WITH REMITTANCE pP ra, y4 City of Tamarac 7525 NW 88th Ave Tamarac, FL 33321-2401 R1� 0 MISCELLANEOUS ACCOUNTS RECEIVABLE Please put invoice number on check to insure proper credit. CITY OF LAUDERHILL FD 1980 NW 56 AVENUE SUNRISE, FL 33313 $37,322.00 INVOICE NUMBER DUE DATE 29417 3/31/16 TOTAL AMOUNT DUE AMOUNT PAID $37,322.00 PAYMENT MUST BE MADE IN U.S. CURRENCY OR BY CHECK PAYABLE TO THE CITY OF TAMARAC ❑ To request change of address, please check box and write in new address on reverse side. TAMINVC Quote Page 1 of 2 KAES Date 2/19/2016 Quote # QT1005113 MUNICIPAL EMERGENCY SERVICES Expires 3/20/2016 3789 62nd Avenue North Sales Rep Cool, Troy K Pinellas Park, FL 33781 PO # Shipping Method Fed Ex Ground Bill To Ship To City of Tamarac 7525 NW 88TH AVE Tamarac FL 33321 LAUDERHILL FIRE RESCUE y ° "'� Qa'' " a'""'�"' ��•" aw i,x ^:.:, F' �%... •;- 1 al X341402220040 4 5 X3SC, SH QD/SEM/DEB 1 52 5,565.38 # 289,399.76 2 List Price $8245.00 - 25% = $6183.75 I j Volume Discount - 10% 200129-01 4.5-45MIN CARB CYL&VLV NXG I 110 1,011.75 111,292.50 List Price $1420.00 - 25% = $1065.00 Volume Discount - 5% I 201215-04 AV-3000 HT (S), KVLR w/ R BRKT 15 273.60 4,104.00 j List Price $384.00 - 25% = $288.00 I Volume Discount - 5% 201215-05 AV 3000 HT (M), KVLR w/ R BRKT 80 273.60 I 21,888.00 List Price $384.00 - 25% = $288.00 111 Volume Discount - 5% 1 201215-06 AV-3000 HT (L), KVLR w/ R BRKT i 15 273.60 4,104.00 1 I List Price $384.00 - 25% = $288.00 j Volume Discount - 5% i 200954-02 RIT-PAK III ASSY, 4500 PSI 5 0.00 0.00 1 201276-01 PACKAGING, EPIC 3 RI, SINGLE 30 0.00 0.00 201088-01 SEMS II, USB GATEWAY 1 0.00 0.00 201051-01 REPEATER ASSY 1 1 0.00 0.00 f 200673-01 ASSEMBLYWIRELESS BOOT LOADER 1 1 0.00 0.001 200266-04 HHR ASSEMBLY,PAK-TRACKER i 2 0.00 0.00 200433-01 TRK MT CHARGER,PAK-TRACKER ( 21 0.00 0.00 I 200077-50 REG ASY 2013, QD 51 0.00 0.00 804723-01 (HM) CYL&VLV CARBON 60 5 0.00 0.00 CYL LOGO CYLINDER LOGO CHARGE 1 110 0.00 0.00 I FTSCBA- Flow I 52 l 0.00 1 0.00 i Test 1 YEAR FLOW TESTING Used Respirator 1 f (20,288.26) (20,288.26) Credit 1 %*4%., KAES MUNICIPAL EMERGENCY SERVICES Quote Page 2 of 2 Date 2/19/2016 Quote # QT1005113 al I i I { I I � { I 1 I I i 1 { i l i I i I i I i i I � � I , Pricing per GPO Contract #VH11276 (Additional Volume Discount Applied - 10% Paks, 5% Cylinders, 5% Masks) Subtotal 410,500.00 Shipping Cost (FedEx Ground) 0.00 Total $410,500.00 This Quotation is subject to any applicable sales tax and shipping & handling charges that may apply. Tax and shipping charges are considered estimated and will be recalculated at the time of shipment to ensure they take into account the most current local tax information. All returns must be processed within 30 days of receipt and require a return authorization number and are subject to a restocking fee. Custom orders are not returnable. Effective tax rate will be applicable at the time of invoice. II III Ill IIIIIIIIIIIII IIIII II III QT1005113 CITY OF TAMARAC 7525 NW 88th Ave TAMARAC, FLORIDA 33321-2401 MISCELLANEOUS ACCOUNTS RECEIVABLE I- -71 CITY OF NORTH LAUDERDALE FD ATTN: FIRE DEPARTMENT To: 6151 BAILEY ROAD NORTH LAUDERDALE, FL 33068-4939 L J DEPARTMENT BILLING AR /(954) 597-3558 INVOICE NUMBER 29415 BILLING DATE 3/01/16 PAYMENT DUE BY 3/31/16 QTY DESCRIPTION UNIT PRICE AMOUNT 1.00 GRANT MATCHING FUND 22,795.00 22,795.00 ** Payment is Due Upon Receipt ** City of Tamarac thanks you for prompt payment. TOTAL DUE: $22,795.00 DETACH AND RETURN THIS STUB WITH REMITTANCE 1 pf TAM City of Tamarac a 9e 7525 NW 88th Ave Tamarac, FL 33321-2401 R\� MISCELLANEOUS ACCOUNTS RECEIVABLE Please put invoice number on check to insure proper credit. CITY OF NORTH LAUDERDALE FD ATTN: FIRE DEPARTMENT 6151 BAILEY ROAD NORTH LAUDERDALE, FL 33068-4939 INVOICE NUMBER DUE DATE 29415 3/31/16 TOTAL AMOUNT DUE AMOUNT PAID $22,795.00 PAYMENT MUST BE MADE IN U.S. CURRENCY OR BY CHECK PAYABLE TO THE CITY OF TAMARAC ❑ To request change of address, please check box and write in new address on reverse side. TAMINVC Quote FAES Date 2/19/2016 Quote # QT1005114 MUNICIPAL EMERGENCY SERVICES Expires 3/20/2016 3789 62nd Avenue North Sales Rep Cool, Troy K Pinellas Park, FL 33781 PO # Shipping Method FedEx Ground BilITO City of Tamarac 7525 NW 88TH AVE Tamarac FL 33312 Ship To CITY OF NORTH LAUDERDALE sq{.tE'B.'�fVyy�53`3SJaitct'y�.'.+�`.'%gi .}.5' Man 9-1 �v'1i�-:"'. X341402220040 4.5 X3SC, SH QD/SEM/DEB 31� 5,565.38 172,526.78 2 List $8245.00 - 25% = $6183.75 ' Volume Discount - 10% 200129-01 4.5-45MIN CARB CYL&VLV NXG 62 1,011.75 62,728.50 List $1420.00 - 25% = $1065.00 Volume Discount - 5% III 201215-04 AV-3000 HT (S), KVLR w/ R BRKT 10 273.601 2,736.00 List $384.00 - 25% = $288.00 Volume Discount - 5% 201215-05 AV 3000 HT (M), KVLR w/ R BRKT 35 273.60 9,576.00 ! List $384.00 - 25% = $288.00 I I Volume Discount - 5% 201215-06 1 AV-3000 HT (L), KVLR w/ R BRKT 51 273.601 1,368.00 I I List $384.00 - 25% = $288.00 Volume Discount - 5% I 200954-02 I RIT-PAK III ASSY, 4500 PSI 2 0.00 0,00 804723-01 i( (HM) CYL&VLV CARBON 60 4 0.00 0.00 201275-01 1 PACKAGING, EPIC 3 AMP, SINGLE 50 0.00 0.00 200266-04 I HHR ASSEMBLYPAK-TRACKER 1 0.00 0.00 200433-01 TRK MT CHARGER,PAK-TRACKER i 1 0.00 0.00 200673-01 ASSEMBLY,WIRELESS BOOT LOADER j 1 0.00 0.00 i 200388-01 I TOOL ADAPTER (f 5 0.00 0.00 FTSCBA- Flow 31 0.00 0.00 i Test I YEAR 1 ANNUAL FLOW TEST I ( 1� Pricing per GPO Contract #VH11276 (Additional Volume Discount Applied -10% Paks, 5% Cylinders, 5% Masks) Subtotal 248,935.28 Shipping Cost (FedEx Ground) 0.00 Total $248,935.28 This Quotation is subject to any applicable sales tax and shipping & handling charges that may apply. Tax and shipping charges are considered estimated and will be recalculated at the time of shipment to ensure they take into account the most current local tax information. All returns must be processed within 30 days of receipt and require a return authorization number and are subject to a restocking fee. Custom orders are not returnable. Effective tax rate will be applicable at the time of invoice. II III III IIIIIIIIIIIII Iilllll lii QT1005114 CITY OF TAMARAC Mi 7525 NW 88th Ave TAMARAC, FLORIDA 33321-2401 MISCELLANEOUS ACCOUNTS RECEIVABLE CITY OF MARGATE FD 1811 BANKS ROAD TO MARGATE, FL 33063 L DATE 3/01/16 DEPARTMENT BILLING INVOICE NUMBER BILLING DATE PAYMENT DUE BY AR /(954) 597-3558 29418 3/01/16 3/31/16 QTY DESCRIPTION UNIT PRICE AMOUNT 1.00 . GRANT MATCHING FUND 52,939.00 52,939.00 ** Payment is Due Upon Receipt ** City of Tamarac thanks you for prompt payment. TOTAL DUE: DETACH AND RETURN THIS STUB WITH REMITTANCE �� of TgM'9p City of Tamarac yo 7525 NW 88th Ave Tamarac, FL 33321-2401 MISCELLANEOUS ACCOUNTS RECEIVABLE Please put invoice number on check to insure proper credit. CITY OF MARGATE FD 1811 BANKS ROAD MARGATE, FL 33063 $52,939.00 INVOICE NUMBER DUE DATE 29418 3/31/16 TOTAL AMOUNT DUE AMOUNT PAID $52,939.00 PAYMENT MUST BE MADE IN U.S. CURRENCY OR BY CHECK PAYABLE TO THE CITY OF TAMARAC ❑ To request change of address, please check box and write in new address on reverse side. TAMINVC Quote Page 1 of 2 Date 2/19/2016 KAES Quote # QT1005116 MUNICIPAL EMERGENCY SERVICES Expires 3/20/2016 3789 62nd Avenue North Sales Rep Cool, Troy K Pinellas Park, FL 33781 PO # Shipping Method Fed Ex Ground Bi II To CITY OF TAMARAC 7525 NW 88TH AVE Tamarac FL 33321 Ship To CITY OF MARGATE FIRE RESCUE X341402220040 dy` N�i i, .'g'• �,}-,cr-T9 3t • 9 ` 4.5 X3SC SH QD/SEM/DEB •• Ri-d=t: ,. 72 }�� ;�.,t4s 3-1• `�:.-�1.. f 5,565.38 r'ttd t E'�N�. if!8 -9^.i' INS 400,707.36 2 List $8245.00 - 25% = $6183.75 Volume Discount - 10% 200129-01 `4.5-45MIN CARB CYL&VLV NXG 144 1,011.75 145,692.00 i I List $1420.00 - 25% = $1065.00 ! Volume Discount - 5% j 201215-04 AV-3000 HT (S), KVLR w/ R BRKT I 15 273.60 I 4,104.00 ! List $384.00 - 25% = $288.00 1201215-05 Volume Discount - 5% i Ij AV-3000 HT (M), KVLR w/ R BRKT I 100 273.60 27,360.001 1 List $384.00 - 25% = $288.00 I Volume Discount - 5% 201215-06 I AV 3000 HT (L), KVLR w/ R BRKT I 201 273.60 5,472.0, List $384.00 - 25% = $288.00 C i Volume Discount - 5% ( j ! 200954-02 RIT-PAK III ASSY, 4500 PSI 21 '' 0.00 1 0.00 j t� 804723-01 (HM) CYL&VLV CARBON 60 41 0.00 i 0.00 I� 201276-01 PACKAGING, EPIC 3 RI, SINGLE 40 0.00 0.001 201088-01 SEMS II, USB GATEWAY 1 0.00 0.00 {201051-01 REPEATER ASSY ` 1 0.00 0.00 1 200673-01 ASSEMBLY,WIRELESS BOOT LOADER 1 0.00 1 0.00 1 I 1 200266-04 HHR ASSEMBLY,PAK-TRACKER 1 0.001 0.00 f 200433-01 TRK MT CHARGER,PAK-TRACKER 1 0.00 0.00 200388-01 I i TOOL ADAPTER 2 I 0.00 0.00 FTSCBA- Flow 72 0.00 0.00 Test 1 YEAR FLOW TESTING i Used Respirator I I j 1 (1,035.36) (1,035.36) I Credit I i Trade In Credit Applied to Purchase I 1 Quote KAES MUNICIPAL EMERGENCY SERVICES Page 2 of 2 Date 2/19/2016 Quote # QT1005116 x ar `-% ..-�"^ .•+ �: ant-.{:; .. • ` ey. AMA � a �s�'R�'` �k { I � r G � I I I II I i I I � i I Pricing per GPO Contract #VH 11276 (Additional Volume Discount Applied - 10% Paks, 5% Cylinders, 5% Masks) Subtotal 582,300.00 Shipping Cost (FedEx Ground) 0.00 Total $582,300.00 This Quotation is subject to any applicable sales tax and shipping & handling charges that may apply. Tax and shipping charges are considered estimated and will be recalculated at the time of shipment to ensure they take into account the most current local tax information. All returns must be processed within 30 days of receipt and require a return authorization number and are subject to a restocking fee. Custom orders are not returnable. Effective tax rate will be applicable at the time of invoice. II III ill Illllllllllll IIIIIII Ill QT1005116 CITY OF TAMARAC 7525 NW 88th Ave TAMARAC, FLORIDA 33321-2401 MISCELLANEOUS ACCOUNTS RECEIVABLE r CITY OF SUNRISE FD 10440 WEST OAKLAND PARK BLVD TO:LAUDERHILL, FL 33351 L —I DATE 3/01/16 DEPARTMENT BILLING AR /(954) 597-3558 INVOICE NUMBER 29419 BILLING DATE 3/01/16 PAYMENT DUE BY 3/31/16 QTY DESCRIPTION UNIT PRICE AMOUNT 1.00 GRANT MATCHING FUND 38,764.00 38,764.00 ** Payment is Due Upon Receipt ** City of Tamarac thanks you for prompt payment. TOTAL DUE: DETACH AND RETURN THIS STUB WITH REMITTANCE �+ °f City of Tamarac '0 7525 NW 88th Ave Tamarac, FL 33321-2401 R m MISCELLANEOUS ACCOUNTS RECEIVABLE Please put invoice number on check to insure proper credit. CITY OF SUNRISE FD 10440 WEST OAKLAND PARK BLVD LAUDERHILL, FL 33351 $38,764.00 INVOICE NUMBER DUE DATE 29419 3/31/16 TOTAL AMOUNT DUE AMOUNT PAID $38,764.00 PAYMENT MUST BE MADE IN U.S. CURRENCY OR BY CHECK PAYABLE TO THE CITY OF TAMARAC ❑ To request change of address, please check box and write in new address on reverse side. TAMINVC Quote Page 1 of 2 K4 E S Date 2122/2016 Quote # QT1005595 MUNICIPAL EMERGENCY SERVICES Expires 3/23/2016 3789 62nd Avenue North Sales Rep _ Cool, Troy K Pinellas Park, FL 33781 PO # Shipping Method FedEx Ground Bill To CITY OF TAMARAC 7525 NW 88TH AVE Tamarac FL 33321 Ship To SUNRISE FIRE RESCUE �' S.F'�''% { 3#S,Iall�Rr +iY• ,'i ""r`:ry F �� y �'R-f;;' .f �F 5.l l-i' i vf�`TQ.`.i �� 9k.j � } �}v �'�` � �t 1 X341402220040 JS� '• _ 'a:.�'i���v.ic�.�qu.ts..u'CriL' 4.5 X33C SH QD/SEM/DEB I 50 i^t 5,565.38 278 269.00 l 2 List $8245 00 - 25% = $6183.75 I Volume Discount - 10% (( ++ 200129-01 4.5-45MIN CARB CYL&VLV NXG 100 1,011.75 101,175.00 List $1420.00 - 25% = $1065.00 Volume Discount 5% 201215-04 AV-3000 HT (S), KVLR w/ R BRKT 15 273.60 4,104.00 List $384.00 - 25% = $288.00 Volume Discount 5% l201215-05 AV-3000 HT (M), KVLR w/ R BRKT I 136 273.60 37,209.60 List $384.00 - 25% = $288.00 j 1111 Volume Discount 5% 201215-06 AV-3000 HT (L), KVLR w/ R BRKT I 20 273.60 5,472.00 List $384.00 - 25% = $288.00 f Volume Discount 5% 200954-02 RIT-PAK III ASSY, 4500 PSI 3 0.00 0.00 804723-01 (HM) CYL&VLV CARBON 60 6 0.00 I 0.00 201276-01 PACKAGING, EPIC 3 RI, SINGLE 30 0.00 , 0.00 201088-01 SEMS 11, USB GATEWAY I 21 0.00 0.00 201051-01 REPEATER ASSY 2 0.00 0.00 i 200673-01 ASSEMBLYWIRELESS BOOT LOADER 1 0.00 0.00 i i 200388-01 TOOL ADAPTER 10 0.00 0.00 { 200266-04 HHR ASSEMBLY,PAK-TRACKER 2 0.00 0.00 TRK MT CHARGER,PAK-TRACKER 2 0.00 0.00 1200433-01 200077-50 REG ASY 2013, QD 1 15 0.00 0.00 FTSCBA- Flow 50 0.00 0.00 Test 1 YEAR FLOW TESTING I I � I I fto%' KA E S MUNICIPAL EMERGENCY SERVICES Quote Page 2 of 2 Date 2/22/2016 Quote # QT1005595 fs4,[IN '.yy ( tI ''� Y i 7�"I J e �i I � i 1 I I i 1 � I E f I , I ► I i i I i 1 Pricing per GPO Contract #VH11276 (Additional Volume Discount Applied - 10% Paks, 5% Cylinders, 5% Masks) Subtotal 426,229.60 Shipping Cost (Fed Ex Ground) 0.00 Total $426,229.60 This Quotation is subject to any applicable sales tax and shipping & handling charges that may apply. Tax and shipping charges are considered estimated and will be recalculated at the time of shipment to ensure they take into account the most current local tax Information. All returns must be processed within 30 days of receipt and require a return authorization number and are subject to a restocking fee. Custom orders are not returnable. Effective tax rate will be applicable at the time of invoice. II III III illllillllll IIII I III III QT1005595