Item No. 7.
TO: HONORABLE MAYOR AND MEMBERS OFTHE CITY COUNCIL
FROM: OFFICE OFTHE CITY MANAGER
BY: ANTHONY HA0DEBRAND°FIRE CHIEF
APPROVAL @FTHE PURCHASE OF EMERGENCY MEDICAL SUPPLIES FROM LIFE SUBJECT- ASSIST, INC.
EXECUTIVE SUMMARY
The City Council will consider approvingthe purchase ofemergency medical equipment from Life Assist, Inc. inthe amount of$350.O0O for Fiscal Year 2026-2027. The equipment includes all of the mctehm]o needed to provide basic and advanced life support services to the City. All items purchased will utilize negotiated discounts through a nationally recognized cooperative purchasing agreement.
RECOMMENDATION
That the City Council:
l.Auihorize the City Manager, or his desgnee, to execute the purchase order with Life Assist, Inc. in the amount of $350,000 for the purchase of emergency medical equipment for Fiscal Year 2026-2027;
2. Authorize the City Manager, or his designee, to execute amendments to the purchase order; and,
3. Authorize the City Manager, or his designee, to execute purchase orders for Fiscal Years 2027'2028 and 2028-2029, in alignment with the Master Price Agreement through National Purchasing Partners up to the adopted budget amount for the given fiscal year.
BACKGROUND
Downey Fire Department provides emergency medical services 0othe community on both basic and advanced levels of care. In all oases, medical equipment is necessary to treat sick and injured people with the highest qusdhv service. Depending on the nature of the emergency, this may include vital sign monitoring equipnnent, medications used in patient care, or materials necessary to effectively treat the symptoms of an injury or illness. Downey Fire Department responds on nearly 0.000 emergency medical incidents each year, reinforcing the importance of having anestablished medical equipment vendor.
Life Assist Inc. has been providing emergency medical equipment to first responders throughout the nation since 1077. Since 2017. Life Assist. Inc. has been a vendor that provides this critical equipment to Downey Fire Department. The Department has utilized negotiated discount pricing through the City of Pasadena until April 2026, when the contract expired.
Following the expiration of the previous contract, and seeking to continue providing emergency medical care to the community using the highest quality equipment available, Downey Fire Department explored available options through several contracts. National Purchasing Partners (NPP), a nationwide cooperative purchasing organization, holds a cooperative purchasing agreement with Life Assist, Inc., led by the League of Oregon Cities. Executed in November 2025, this agreement remains in effect until November 2029 and provides the same, or better, price discounts than the previously used City of Pasadena contract. This contract was utilized for equipment purchases between April 2026 and the end of the most recent fiscal year.
ANALYSIS
Downey Fire Department has used Life Assist, Inc. as a vendor for emergency medical equipment since 2017. Until April 2026, Downey Fire Department has purchased materials from Life Assist, Inc. under a contract held by the City of Pasadena. In April 2026, Downey Fire Department began a search for other available contracts through several nationwide organizations, as the previous contract was expiring. National Purchasing Partners contract number PS25830, initiated by the League of Oregon Cities, as well as the associated Intergovernmental Cooperative Purchasing Agreement, emerged as the contract that best met the needs of Downey Fire Department.
On May 12, 2025, the League of Oregon Cities, recognizing a need for medical products, monitors, software, data transmission, and related services posted a request for proposals (RFP) to nppgov.com and orcities.org. This RFP was closed on August 5, 2025. The following criteria were considered in the RFP: pricing, product line, marketing, customer service, proven experience, and coverage. Six out of seven respondents met the requirements of the RFP and were awarded cooperative purchasing agreements. Of these six, only Life Assist, Inc. meets the needs of Downey Fire Department. Following the awarding of the contract on October 2, 2025, Contract number PS25830 with Life Assist, Inc. was signed on November 19, 2025. An initial four-year term expires on November 18, 2029, with an option for a one-year extension.
The agreement carries with it an intergovernmental cooperative purchasing agreement, which allows Downey Fire Department access to negotiated discount pricing from Life Assist, Inc. This pricing reflects a 31% discount off of the manufacturer's listed price on all medical equipment carried by Life Assist Inc. This discount is similar to that provided through the previously used contract, but with a longer term.
At this time, and with the approval of this purchase, Downey Fire Department proposes to continue purchasing emergency medical equipment through Life Assist, Inc.
CITY COUNCIL PRIORITIES
Fiscal Responsibility
Quality of Life, Safety & Infrastructure
FISCAL IMPACT
Approval of the recommended action will result in a total expenditure of up to $300,000 from the AILS Medical Emergency Supplies account (10-4-2630-0150) and $50,000 from the BLS Transport Emergency Medical Supplies (10-4-2630-0150) to Life Assist, Inc., as previously approved in the FY 2026-2027 operating budget. There is sufficient fund balance for the recommended actions.
Attachments
Attachment A - Life Assist Inc Master Price AgLeement.pdf •op Purchasing 4reement
000usignEnvelope ID: ao78O1oAer22-4oOE-9o1E-647o3aaCr532 Contract Number:PS2583O
LEAGUE OF OREGON CITIES
MASTER PRICE AGREEMENT
This Master Price Agreement is effective as of the date of the last signature below (the "Effective C)atg^) by and between the LEAGUE OF OREGON CITIES, an Oregon public corporation under ORS Chapter 190 ("LC)C"0["PUn:h@Se[")and Lite'AGSiSt.Inc. ("V4eOdOr").
RECITALS
VVHERE/\G. the Vendor is in the business of selling curtain K8ediou| Pruduota, K4unitona, Goftvvona, Data Transmission, and Related Services, as further described herein; and WHEREAS, the Vendor desires to sell and the Purchaser desires to purchase certain products and related services all upon and subject to the terms and conditions set forth herein; and VVHERE/\8. through 8 SO|iCi\@tOn for K8ediC8| Products, KXOnitOnS. 8Oftxv8ne. Data Transmission, and Related Services the Vendor was awarded the opportunity to complete a Master Price Agreement with the LEAGUE OF OREGON CITIES as a result of its response to Request for Proposal No. 2535 for Medical Products, Monitors, Software, Data Transmission, and Related Services; and WHEREAS, the LEAGUE ()F[)REGONCITIES asserts that the solicitation and Request for Proposal meet Oregon public contracting requirements (ORS 279, 279A, 279B and 279C et. seq.); and WHERE/\G. Purchaser and Vendor desire to extend the Uanna of this Master Price Agreement to benefit other qualified government nnernbeno of National Purchasing Partners, LLC dba Public Safety GPO. dba First Responder GPO, dba Law Enforcement GPO and dba NPPGov; NOW, THEREFORE, Vendor and Purchaser, intending to be legally bound, hereby agree as follows:
ARTICLE 1 — CERTAIN DEFINITIONS
1.1 "Amreement"shall mean this Master Price Agreement, including the main body of this Agreement and Attachments A-G attached hereto and by this reference incorporated herein, including Purchaser's Request for Proposal No. 2535(herein ^F{FP^)and Vendor's Proposal submitted inresponse UJ the RFP(herein "V4eDdOr'SPnOpOS@|")@Sreferenced and incorporated herein 8Sthough fully set forth (SOOO8UDl8S referred tDcollectively GSthe "Contract DOCUDl8OtS").
1.2 "AoniC8b|H Lavv(s)" Sh8U DlH8D all applicable federal, St@te, Uib8|. and k]C8| baVVS' St8tU|8S. ordinances, codes, rules, regulations, standards, orders and other governmental requirements Ofany kind.
1.3 "Employee Taxes" shall mean all taxes, assessments, charges and other amounts whatsoever payable inrespect of, and measured by the wages of, the Vendor's employees (or eubconUactors).as required bvthe Federal Social Security Act and all amendments thereto and/or any other applicable federal, state, tribal orlocal |@vv.
1.4 "Purchaser's Destination" shall mean such delivery location(s) or destination(s) as Purchaser
Docusign Envelope ID: BD7801 DA-2F22-4BOE-921E-647D3BBC7532 Contract Number: PS25830
1.5 "Products and Services" shall mean the products and/or services to be sold by Vendor hereunder as identified and described on Attachment A hereto and incorporated herein, as may be updated from time to time by Vendor to reflect products and/or services offered by Vendor generally to its customers.
1.6 "Purchase Order" shall mean any authorized written order for Products and Services sent by Purchaser to Vendor via mail, courier, overnight delivery service, email, fax and/or other mode of transmission as Purchaser and Vendor may from time to time agree.
1.7 "Unemployment Insurance" shall mean the contribution required of Vendor, as an employer, in respect of, and measured by, the wages of its employees (or subcontractors) as required by any applicable federal, state or local unemployment insurance law or regulation.
1.8 "National Purchasing Partners" or "(NPP)" is a subsidiary of two nonprofit health care systems.
The Government Division of NPP, hereinafter referred to as "NPPGov", provides group purchasing marketing and administrative support for governmental entities within the membership. NPPGov's membership includes participating public entities across North America.
1.9 "Lead Contracting Agency" shall mean the LEAGUE OF OREGON CITIES, which is the governmental entity that issued the Request for Proposal and awarded this resulting Master Price Agreement.
1.10 "Participating Agencies" shall mean members of National Purchasing Partners for which Vendor has agreed to extend the terms of this Master Price Agreement pursuant to Article 2.6 and Attachment C herein. For purposes of cooperative procurement, "Participating Agency" shall be considered "Purchaser" under the terms of this Agreement.
1.11 "Party" and "Parties" shall mean the Purchaser and Vendor individually and collectively as applicable.
ARTICLE 2 — AGREEMENT TO SELL
2.1 Vendor hereby agrees to sell to Purchaser such Products and Services as Purchaser may order from time to time by Purchase Order, all in accordance with and subject to the terms, covenants and conditions of this Agreement. Purchaser agrees to purchase those Products and Services ordered by Purchaser by Purchase Order in accordance with and subject to the terms, covenants and conditions of this Agreement.
2.2 Vendor may add additional products and services to the contract provided that any additions reasonably fall within the intent of the original RFP specifications. Pricing on additions shall be equivalent to the percentage discount for other similar products. Vendor may provide a web -link with current product listings, which may be updated periodically, as allowed by the terms of the resulting Master Price Agreement.
Vendor may replace or add product lines to an existing contract if the line is replacing or supplementing products on contract, is equal or superior to the original products offered, is discounted in a similar or to a greater degree, and if the products meet the requirements of the solicitation. No products may be added to avoid competitive procurement requirements. LOC may reject any additions without cause.
2.3 All Purchase Orders issued by Purchaser to Vendor for Products during the term (as hereinafter defined) of this Agreement are subject to the provisions of this Agreement as though fully set forth in such Purchase Order. The Vendor retains authority to negotiate above and beyond the terms of this Agreement to meet the Purchaser or Vendor contract requirements.
2 Docusign Envelope ID: BD7801 DA-2F22-4BOE-921E-647D3BBC7532 Contract Number: PS25830
2.4 Notwithstanding any other provision of this Agreement to the contrary, the Lead Contracting Agency shall have no obligation to order or purchase any Products and Services hereunder and the placement of any Purchase Order shall be in the sole discretion of the Participating Agencies. This Agreement is not exclusive. Vendor expressly acknowledges and agrees that Purchaser may purchase at its sole discretion, Products and Services that are identical or similar to the Products and Services described in this Agreement from any third party.
2.5 In case of any conflict or inconsistency between any of the Contract Documents, the documents shall prevail and apply in the following order of priority:
(i) This Agreement;
(ii) The RFP;
(iii) Vendor's Proposal;
2.6 Extension of contract terms to Participating Agencies:
2.6.1 Vendor agrees to extend the same terms, covenants and conditions available to Purchaser under this Agreement to Participating Agencies, that have executed an Intergovernmental Cooperative Purchasing Agreement ("IGA") as may be required by each Participating Agency's local laws and regulations, in accordance with Attachment C. Each Participating Agency will be exclusively responsible for and deal directly with Vendor on matters relating to ordering, delivery, inspection, acceptance, invoicing, and payment for Products and Services in accordance with the terms and conditions of this Agreement as if it were "Purchaser" hereunder. Any disputes between a Participating Agency and Vendor will be resolved directly between them under and in accordance with the laws of the State in which the Participating Agency exists.
Pursuant to the IGA, the Lead Contracting Agency shall not incur any liability as a result of the access and utilization of this Agreement by other Participating Agencies.
2.6.2 This Solicitation meets the public contracting requirements of the Lead Contracting Agency and may not be appropriate under or meet Participating Agencies' procurement laws. Participating Agencies are urged to seek independent review by their legal counsel to ensure compliance with all local, tribal, and state solicitation requirements.
2.6.3 Vendor acknowledges execution of the Vendor Administration Fee Agreement, Contract Number VA25830, with NPPGov, pursuant to the terms of the RFP.
2.7 Oregon Public Agencies are prohibited from use of Products and Services offered under this Agreement that are already provided by qualified nonprofit agencies for disabled individuals as listed on the Department of Administrative Service's Procurement List ("Procurement List") pursuant to ORS 279.835-.855.
See www.OregonRehabilitation.org/qrf for more information. Vendor shall not sell products and services identified on the Procurement List (e.g., reconditioned toner cartridges) to Purchaser or Participating Agencies within the state of Oregon.
ARTICLE 3 — TERM AND TERMINATION
3.1 The initial contract term shall be for four (4) calendar years from the Effective Date of this Agreement ("Initial Term"). Upon termination of the original four (4) year term, this Agreement shall automatically extend for a one (1) year period; ("Renewal Term"); provided, however, that the Lead Contracting Agency and/or the Vendor may opt to decline extension of the MPA by providing notification in writing at least thirty (30) calendar days prior to the annual automatic extension anniversary of the Initial Term.
Docusign Envelope ID: BD7801 DA-2F22-4BOE-921E-647D3BBC7532 Contract Number: PS25830
3.2 Either Vendor or the Lead Contracting Agency may terminate this Agreement by written notice to the other party if the other Party breaches any of its obligations hereunder and fails to remedy the breach within thirty (30) days after receiving written notice of such breach from the non -breaching party.
ARTICLE 4 — PRICING INVOICES PAYMENT AND DELIVERY
4.1 Purchaser shall pay Vendor for all Products and Services ordered and delivered in compliance with the terms and conditions of this Agreement at the pricing specified for each such Product and Service on Attachment A, including shipping. Unless Attachment A expressly provides otherwise, the pricing schedule set forth on Attachment A hereto shall remain fixed for the Initial Term of this Agreement; provided that manufacturer pricing is not guaranteed and may be adjusted based on the next manufacturer price increase.
Pricing contained in Attachment A shall be extended to all NPPGov, Public Safety GPO, First Responder GPO and Law Enforcement GPO members upon execution of the IGA.
4.2 Vendor shall submit original invoices to Purchaser in form and substance and format reasonably acceptable to Purchaser. All invoices must reference the Purchaser's Purchase Order number, contain an itemization of amounts for Products and Services purchased during the applicable invoice period and any other information reasonably requested by Purchaser, and must otherwise comply with the provisions of this Agreement. Invoices shall be addressed as directed by Purchaser.
4.3 Unless otherwise specified, Purchaser is responsible for any and all applicable sales taxes.
Attachment A or Vendor's Proposal (Attachment E) shall specify any and all other taxes and duties of any kind which Purchaser is required to pay with respect to the sale of Products and Services covered by this Agreement and all charges for packing, packaging and loading.
4.4 Except as specifically set forth on Attachments A and G, Purchaser shall not be responsible for any additional costs or expenses of any nature incurred by Vendor in connection with the Products and Services, including without limitation travel expenses, clerical or administrative personnel, long distance telephone charges, etc. ("Incidental Expenses").
4.5 Price reductions or discount increases may be offered at any time during the contract term and shall become effective upon notice of acceptance from Purchaser.
4.6 Notwithstanding any other agreement of the Parties as to the payment of shipping/delivery costs, and subject to Attachments A, E, and G herein, Vendor shall offer delivery and/or shipping costs prepaid FOB Destination. If there are handling fees, these also shall be included in the pricing.
4.7 Unless otherwise directed by Purchaser for expedited orders, Vendor shall utilize such common carrier for the delivery of Products and Services as Vendor may select; provided, however, that for expedited orders Vendor shall obtain delivery services hereunder at rates and terms not less favorable than those paid by Vendor for its own account or for the account of any other similarly situated customer of Vendor.
4.8 Vendor shall have the risk of loss of or damage to any Products until delivery to Purchaser.
Purchaser shall have the risk of loss of or damage to the Products after delivery to Purchaser. Title to Products shall not transfer until the Products have been delivered to and accepted by Purchaser at Purchaser's Destination.
ARTICLE 5 — INSURANCE
5.1 During the term of this Agreement, Vendor shall maintain at its own cost and expense (and shall cause any subcontractor to maintain) insurance policies providing insurance of the kind and in the amounts 11 Docusign Envelope ID: BD7801 DA-2F22-4BOE-921E-647D3BBC7532 Contract Number: PS25830
generally carried by reasonably prudent manufacturers in the industry, with one or more reputable insurance companies licensed to do business in Oregon and any other state or jurisdiction where Products and Services are sold hereunder. Such certificates of insurance shall be made available to the Lead Contracting Agency upon 48 hours' notice. BY SIGNING THE AGREEMENT PAGE THE VENDOR AGREES TO THIS
REQUIREMENT AND FAILURE TO MEET THIS REQUIREMENT WILL RESULT IN CANCELLATION OF THIS MASTER PRICE AGREEMENT.
5.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of this Agreement is satisfactorily completed and formally accepted.
Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect coverage afforded under the insurance policies to protect the Lead Contracting Agency. The insurance policies may provide coverage that contains deductibles or self -insured retentions. Such deductible and/or self -insured retentions shall not be applicable with respect to the coverage provided to the Lead Contracting Agency under such policies. Vendor shall be solely responsible for the deductible and/or self -insured retention and the Lead Contracting Agency, at its option, may require Vendor to secure payment of such deductibles or self -insured retentions by a surety bond or an irrevocable and unconditional letter of credit.
5.3 Vendor shall carry Workers' Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction over Vendor's employees engaged in the performance of the work or services, as well as Employer's Liability insurance. Vendor waives all rights against the Lead Contracting Agency and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the Workers' Compensation and Employer's Liability or commercial umbrella liability insurance obtained by Vendor pursuant to this Agreement.
5.4 Insurance required herein shall not be permitted to expire, be canceled, or materially changed without thirty days (30 days) prior written notice to the Lead Contracting Agency.
5.5 Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Purchaser and other additional insureds for losses paid under the insurance policies required by this Agreement. The waiver must apply to all deductibles and/or self -insured retentions applicable to the necessary insurance that the Vendor maintains.
ARTICLE 6 — INDEMNIFICATION AND HOLD HARMLESS
6.1 Vendor agrees that it shall indemnify, defend and hold harmless Lead Contracting Agency, its respective officials, directors, employees, members and agents (collectively, the "Indemnitees"), from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities (including, without limitation, reasonable attorney's fees), suffered directly or indirectly by any of the Indemnitees to the extent of, or arising out of, (i) any breach of any covenant, representation or warranty made by Vendor in this Agreement, (ii) any failure by Vendor to perform or fulfill any of its obligations, covenants or agreements set forth in this Agreement, (iii) the negligence or intentional misconduct of Vendor, any subcontractor of Vendor, or any of their respective employees or agents, (iv) any failure of Vendor, its subcontractors, or their respective employees to comply with any Applicable Law, (v) any litigation, proceeding or claim by any third party relating in any way to the obligations of Vendor under this Agreement or Vendor's performance under this Agreement, (vi) any Employee Taxes or Unemployment Insurance, or (vii) any claim alleging that the Products and Services or any part thereof infringe any third party's U.S. patent, copyright, trademark, trade secret or other intellectual property interest. Such obligation to indemnify shall not apply where the damage, claim, loss, expense, cost, obligation or liability is due to the breach of this Agreement by, or negligence or willful misconduct of, Lead Contracting Agency or its officials, directors, employees, agents or contractors.
The amount and type of insurance coverage requirements set forth herein will in no way be construed as
Docusign Envelope ID: BD7801 DA-2F22-4BOE-921E-647D3BBC7532 Contract Number: PS25830
limiting the scope of the indemnity in this paragraph. The indemnity obligations of Vendor under this Article shall survive the expiration or termination of this Agreement for two years.
6.2 LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION
WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR
INJURIES TO PERSONS OR TO PROPERTY OR LOSS OF PROFITS OR LOSS OF FUTURE BUSINESS
OR REPUTATION, WHETHER BASED ON TORT OR BREACH OF CONTRACT OR OTHER BASIS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.3 The same terms, conditions and pricing of this Agreement may be extended to government members of National Purchasing Partners, LLC. In the event the terms of this Agreement are extended to other government members, each government member (procuring party) shall be solely responsible for the ordering of Products and Services under this Agreement. A non -procuring party shall not be liable in any fashion for any violation by a procuring party, and the procuring party shall hold non - procuring parties or unrelated purchasing parties harmless from any liability that may arise from action or inaction of the procuring party.
ARTICLE 7 — WARRANTIES
Purchaser shall refer to Vendor's Proposal for all Vendor and manufacturer express warranties, as well as those warranties provided under Attachment B herein.
ARTICLE 8 - INSPECTION AND REJECTION
8.1 Purchaser shall have the right to inspect and test Products at any time prior to shipment, and within a reasonable time after delivery to the Purchaser's Destination. Products not inspected within a reasonable time after delivery shall be deemed accepted by Purchaser. The payment for Products shall in no way impair the right of Purchaser to reject nonconforming Products, or to avail itself of any other remedies to which it may be entitled.
8.2 If any of the Products are found at any time to be defective in material or workmanship, damaged, or otherwise not in conformity with the requirements of this Agreement or any applicable Purchase Order, as its exclusive remedy, Purchaser may at its option and at Vendor's sole cost and expense, elect either to (i) return any damaged, non -conforming or defective Products to Vendor for correction or replacement, or (ii) require Vendor to inspect the Products and remove or replace damaged, non -conforming or defective Products with conforming Products. If Purchaser elects option (ii) in the preceding sentence and Vendor fails promptly to make the necessary inspection, removal and replacement, Purchaser, at its option, may inspect the Products and Vendor shall bear the cost thereof. Payment by Purchaser of any invoice shall not constitute acceptance of the Products covered by such invoice, and acceptance by Purchaser shall not relieve Vendor of its warranties or other obligations under this Agreement.
8.3 The provisions of this Article shall survive the expiration or termination of this Agreement.
ARTICLE 9 — SUBSTITUTIONS
Except as otherwise permitted hereunder, Vendor may not make any substitutions of Products, or any portion thereof, of any kind without the prior written consent of Purchaser.
ARTICLE 10 - COMPLIANCE WITH LAWS
on
Docusign Envelope ID: BD7801 DA-2F22-4BOE-921E-647D3BBC7532 Contract Number: PS25830
10.1 Vendor agrees to comply with all Applicable Laws and at Vendor's expense, secure and maintain in full force during the term of this Agreement, all licenses, permits, approvals, authorizations, registrations and certificates, if any, required by Applicable Laws in connection with the performance of its obligations hereunder. At Purchaser's request, Vendor shall provide to Purchaser copies of any or all such licenses, permits, approvals, authorizations, registrations and certificates.
10.2 Purchaser has taken all required governmental action to authorize its execution of this Agreement and there is no governmental or legal impediment against Purchaser's execution of this Agreement or performance of its obligations hereunder.
10.3 When a Participating Agency procures Products and Services under this Agreement using United States federal funds, including but not limited to federal grants or FEMA funding, the procurement shall be subject to the terms and conditions set forth in Attachment D — Requirements for Procurements Utilizing Federal Funds and Grants, which is incorporated herein by reference. The Vendor shall comply with all applicable federal laws, regulations, and requirements outlined in Attachment D, including but not limited to those specified in 2 C.F.R. § 200, as amended, and any additional stipulations based on the source of funding. All references to "federal" in this section and Attachment D pertain exclusively to the United States federal government.
10.4 When a Participating Agency accesses Vendor's Products and Services with United States federal funds, Vendor shall comply with the provisions set forth in Attachment D — Provisions for Non -United States Federal Entity Procurements Under United States Federal Awards or Other Awards, which is incorporated herein by reference.
ARTICLE 11 — PUBLICITY / CONFIDENTIALITY
11.1 No news releases, public announcements, advertising materials, or confirmation of same, concerning any part of this Agreement or any Purchase Order issued hereunder shall be issued or made without the prior written approval of the Parties. Neither Party shall in any advertising, sales materials or in any other way use any of the names or logos of the other Party without the prior written approval of the other Party.
11.2 Any knowledge or information which Vendor or any of its affiliates shall have disclosed or may hereafter disclose to Purchaser, and which in any way relates to the Products and Services covered by this Agreement shall not, unless otherwise designated by Vendor, be deemed to be confidential or proprietary information, and shall be acquired by Purchaser, free from any restrictions, as part of the consideration for this Agreement.
ARTICLE 12 - RIGHT TO AUDIT
Subject to Vendor's reasonable security and confidentiality procedures, Purchaser, or any third party retained by Purchaser, may at any time upon prior reasonable notice to Vendor, during normal business hours, audit the books, records and accounts of Vendor to the extent that such books, records and accounts pertain to sale of any Products and Services hereunder or otherwise relate to the performance of this Agreement by Vendor. Vendor shall maintain all such books, records and accounts for a period of at least three (3) years after the date of expiration or termination of this Agreement. The Purchaser's right to audit under this Article 12 and Purchaser's rights hereunder shall survive the expiration or termination of this Agreement for a period of three (3) years after the date of such expiration or termination.
ARTICLE 13 - REMEDIES
7 Docusign Envelope ID: BD7801 DA-2F22-4BOE-921E-647D3BBC7532 Contract Number: PS25830
Except as otherwise provided herein, any right or remedy of Vendor or Purchaser set forth in this Agreement shall not be exclusive, and, in addition thereto, Vendor and Purchaser shall have all rights and remedies under Applicable Law, including without limitation, equitable relief. The provisions of this Article shall survive the expiration or termination of this Agreement.
ARTICLE 14 - RELATIONSHIP OF PARTIES
Vendor is an independent contractor and is not an agent, servant, employee, legal representative, partner or joint venture of Purchaser. Nothing herein shall be deemed or construed as creating a joint venture or partnership between Vendor and Purchaser. Neither Party has the power or authority to bind or commit the other.
ARTICLE 15 - NOTICES
All notices required or permitted to be given or made in this Agreement shall be in writing. Such notice(s) shall be deemed to be duly given or made if delivered by hand, by certified or registered mail or by nationally recognized overnight courier to the address specified below:
If to Lead Contracting Agency:
LEAGUE OF OREGON CITIES
1201 Court St. NE
Suite 200
Salem OR 97301
ATTN: Kevin Toon
Email: [email protected]
If to Vendor:
Life -Assist, Inc
11277 Sunrise Park Drive
Rancho Cordova, CA 95742
ATTN: Andy Selby
Email: [email protected]
Either Party may change its notice address by giving the other Party written notice of such change in the manner specified above.
ARTICLE 16 - FORCE MAJEURE
Except for Purchaser's obligation to pay for Products and Services delivered, delay in performance or non-performance of any obligation contained herein shall be excused to the extent such failure or non- performance is caused by force majeure. For purposes of this Agreement, "force majeure" shall mean any cause or agency preventing performance of an obligation which is beyond the reasonable control of either Party hereto, including without limitation, fire, flood, sabotage, shipwreck, embargo, strike, explosion, labor trouble, accident, riot, acts of governmental authority (including, without limitation, acts based on laws or regulations now in existence as well as those enacted in the future), acts of nature, and delays or failure in obtaining raw materials, supplies or transportation. A Party affected by force majeure shall promptly provide notice to the other, explaining the nature and expected duration thereof, and shall act diligently to remedy the interruption or delay if it is reasonably capable of being remedied. In the event of a force majeure situation,
Docusign Envelope ID: BD7801 DA-2F22-4BOE-921E-647D3BBC7532 Contract Number: PS25830
deliveries or acceptance of deliveries that have been suspended shall not be required to be made upon the resumption of performance.
ARTICLE 17 - WAIVER
No delay or failure by either Party to exercise any right, remedy or power herein shall impair such Party's right to exercise such right, remedy or power or be construed to be a waiver of any default or an acquiescence therein; and any single or partial exercise of any such right, remedy or power shall not preclude any other or further exercise thereof or the exercise of any other right, remedy or power. No waiver hereunder shall be valid unless set forth in writing executed by the waiving Party and then only to the extent expressly set forth in such writing.
ARTICLE 18 - PARTIES BOUND; ASSIGNMENT
This Agreement shall inure to the benefit of and shall be binding upon the respective successors and assigns of the Parties hereto, but it may not be assigned in whole or in part by Vendor without prior written notice to Purchaser which shall not be unreasonably withheld or delayed.
ARTICLE 19 - SURVIVABILITY/PARTICIPATING AGENCY DISCRETIONARY EXTENSION Provided the laws of the jurisdiction of the Participating Agency permit survivability of the contract term through a mutually agreed upon extension of the agreement between the Participating Agency and the Vendor beyond the term of the publicly awarded Agreement, to be determined and confirmed by the Participating Agency at its sole discretion, all applicable agreements and warranties that were entered into between Vendor and the Participating Agency under the terms and conditions of the Agreement shall survive the expiration or termination of the Agreement if mutually agreed upon between the Vendor and the Participating Agency. All purchase orders issued and accepted by Vendor shall survive expiration or termination of the Agreement for the term of the purchase order or subscription, unless the Participating Agency terminates the purchase order sooner. However, regardless of the term of the purchase order or subscription, no purchase order shall survive the expiration or termination of the Agreement unless the Participating Agency makes an express finding and justification for the longer term as mutually agreed upon by the Participating Agency and Vendor.
The finding and justification must either be included in the purchase order or referenced in the purchase order and maintained in the Participating Agency's procurement record. Contract maintenance and adjustments contemplated after the maturity date of the Lead Public Agency cooperative procurement contract, and prior to the expiration date of the Purchase Order or subscription, shall be individually negotiated directly between the awarded Vendor and the Participating Agency identified in that Purchase Order or subscription. Rights and obligations under this Agreement which by their nature should survive, including, but not limited to, the administrative fee provided in the Vendor Administrative Agreement and any and all payment obligations invoiced prior to the termination or expiration hereof, obligations of confidentiality, and indemnification will remain in effect after termination or expiration hereof.
ARTICLE 20 - SEVERABILITY
To the extent possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under Applicable Law. If any provision of this Agreement is declared invalid or unenforceable, by judicial determination or otherwise, such provision shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions and the rights and obligations of the Parties shall be construed and enforced accordingly.
ARTICLE 21 - INCORPORATION; ENTIRE AGREEMENT
M
Docusign Envelope ID: BD7801 DA-2F22-4BOE-921E-647D3BBC7532 Contract Number: PS25830
21.1 All the provisions of the Attachments hereto are hereby incorporated herein and made a part of this Agreement. In the event of any apparent conflict between any provision set forth in the main body of this Agreement and any provision set forth in the Attachments, including the RFP and/or Vendor's Proposal, the provisions shall be interpreted, to the extent possible, as if they do not conflict. If such an interpretation is not possible, the provisions set forth in the main body of this Agreement shall control.
21.2 This Agreement (including Attachments and Contract Documents hereto) constitutes the entire Agreement of the Parties relating to the subject matter hereof and supersedes any and all prior written and oral agreements or understandings relating to such subject matter.
ARTICLE 22 - HEADINGS
Headings used in this Agreement are for convenience of reference only and shall in no way be used to construe or limit the provisions set forth in this Agreement.
ARTICLE 23 - MODIFICATIONS
This Agreement may be modified or amended only in writing executed by Vendor and the Lead Contracting Agency. The Lead Contracting Agency and each Participating Agency contracting hereunder acknowledge and agree that any agreement entered into in connection with any Purchase Order hereunder shall constitute a modification of this Agreement as between the Vendor and the Participating Agency. Any modification of this Agreement as between Vendor and any Participating Agency shall not be deemed a modification of this Agreement for the benefit of the Lead Contracting Agency or any other Participating Agency.
ARTICLE 24 - GOVERNING LAW
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Oregon or in the case of a Participating Agency's use of this Agreement, the laws of the State in which the Participating Agency exists, without regard to its choice of law provisions. [Signature page to follow]
10 Docusign Envelope ID: BD7801 DA-2F22-4BOE-921E-647D3BBC7532 Contract Number: PS25830
ARTICLE 25 - COUNTERPARTS
This Agreement may be executed in counterparts all of which together shall constitute one and the same Agreement.
below.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year last written PURCHASER:
rpSignedby:
Signature:ah�ua At, N"U(t
OBD4F25C35F54D0_.
Printed Name: Patricia M. Mulvihill
Title: Exeriffive nirertor
LEAGUE OF OREGON CITIES
Dated: November 19, 2025 1 8:30 PM PST
VENDOR:
FSigned by:�'�ISignature:arv�t, (bD�.U/byiu,
49ABDMBODB6422..
Printed Name: Carrie Woodworth
Title: Contracts Manager
LIFE -ASSIST, INC
Dated: November 19, 2025 1 4:39 PM PST
11 Docusign Envelope ID: BD7801 DA-2F22-4BOE-921E-647D3BBC7532 Contract Number: PS25830
ATTACHMENT A
to Master Price Agreement by and between VENDOR and PURCHASER.
PRODUCTS SERVICES SPECIFICATIONS AND PRICES
MEDICAL PRODUCTS, MONITORS, SOFTWARE, DATA TRANSMISSION,
AND RELATED SERVICES
Product Category
Percentage (%) off
List Price
MEDICAL PRODUCTS AND SUPPLIES
31 %
PHARMACEUTICLAS
31 %
MEDICAL MONITORS, DEFIBRILLATORS, AND DIAGNOSTICS
31 %
MEDICAL LIFE SUPPORT EQUIPMENT
31%
TRAINING, SIMULATION, AND CERTIFICATION
15%
OTHER
- CAPITAL EQUIPMENT
- OPERATIONS
15%
EXCLUDES ITEMS ON SALE
Vendor pays freight for all standard ground shipments in the Continental US. Alaska and Hawaii shipments are sent via Priority Mail or UPS 2nd Day Air, and freight is added to the invoice. Vendor will only charge the actual freight amount that we are charged; it will never be marked up in price.
Pricing contained in this Attachment A shall be extended to all NPPGov members upon execution of the Intergovernmental Agreement.
Participating Agencies may purchase from Vendor's authorized dealers and distributors, as applicable, provided the pricing and terms of this Agreement are extended to Participating Agencies by such dealers and distributors. Vendor's authorized dealers and distributors, as applicable, may be updated from time to time. [A current list may be obtained from Vendor.]
12 Docusign Envelope ID: BD7801 DA-2F22-4BOE-921E-647D3BBC7532 Contract Number: PS25830
ATTACHMENT B
to Master Price Agreement by and between VENDOR and PURCHASER.
ADDITIONAL SELLER WARRANTIES
To the extent possible, Vendor will make available all warranties from third party manufacturers of Products not manufactured by Vendor, as well as any warranties identified in this Agreement and Vendor's Proposal. 13 000usignEnvelope ID: ao78O1oAer22-4oOE-9o1E-647o3aaCr532 Contract Number: PS25830
ATTACHMENT C
to Master Price Agreement bwand between VENDOR and
PARTICIPATING AGENCIES
The Lead Contracting Agency in cooperation with National Purchasing Partners (NPPGov) entered into this Agreement onbehalf ofother government agencies that desire toaccess this Agreement to purchase Products and Services. Vendor must work directly with any Participating Agency concerning the placement of orders, issuance of the purchase orders, contractual disputes, invoicing, and payment. The Lead Contracting Agency shall not be held liable for any costs, damages, etc., incurred by any Participating Agency.
Any subsequent contract entered into between Vendor and any Participating Agency shall be construed to be in accordance with and governed by the laws of the State in which the Participating Agency exists. Each Participating Agency is directed to execute an Intergovernmental Cooperative Purchasing Agreement ("IGA"), as set forth on the NPPGov web site, www.nppgov.com . The IGA allows the Participating Agency to purchase Products and Services from the Vendor in accordance with each Participating Agency's legal requirements 8Sifitwere the "PUrCh8Se/'hereunder. 14 000usignEnvelope ID: ao78O1oAer22-4oOE-9o1E-647o3aaCr532 Contract Number: PS25830
ATTACHMENT D
to Master Price Agreement bwand between VENDOR and
REQUIREMENTS FOR PROCUREMENTS UTILIZING FEDERAL FUNDS AND GRANTS Summary ofKey Provisions for Participating Agencies Utilizing U.G. Federal Funds Participating Agencies acquiring goods or services through this contract using United States federal gnanteorFEMAfundingonesubiert[000acificraquinemnen[a.inc|udingthnoeouUinedin2C.F.R.&2OU.
Additional stipulations may apply based on the source of funding. For reference, "federal" pertains exclusively tothe United States federal government.
The following provisions are applicable solely when 8 Participating Agency procures Vendor equipment, products, Orservices with United States federal funds:
A.Equal Employment Opportunity
Contracts classified as "federally assisted construction contracts" Under41 C.F.R. § 80-1.3 rnUSt incorporate the Equal Opportunity clause pursuant LO41C.F.F{.§80-1.4(b)'ensuring compliance with Executive Order 1124O(as amended) and relevant Department OfLabor regulations. This provision iS included byreference.
B. Davis -Bacon Act, as Amended (40 U.S.C. & 3141-3148) Prime construction contracts exceeding $2,000 require adherence to the Davis -Bacon Act and related DepadmentofLaborreQu|abona/29C.F.R.85\.Contradoramua1payat|eaatLhepnmvai|inQvvage determined bythe Secretary OfLabor, with weekly payments mandated. Each solicitation must feature the current wage determination, and any violations must be reported to the awarding agency.
Compliance with the Copeland "Anti -KiChb8Ck"Act (40U.G.C.Q3145;2SC.F.R.83)iSalso required.
C.Contract Work Hours and Safety Standards Act (40U.S.C.83y01-37O8) Contracts exceeding $1UU,0O0involving mechanics O[laborers must comply with 4UU.G.C. §Q37O2 and 37O4,and 2SC.F.R.§5.Wages must reflect 8standard 40-hOU[work week, with overtime compensated at no less than one and a half times the basic rate. Workers must not be subjected to hazardous or unsafe conditions. These rules exclude supply purchases and transportation contracts.
The Vendor confirms compliance throughout the contract duration.
D.Rights tOInventions Made Under GContract OrAgreement
|fthefnd8n3|ovvordqu8|ifiesoeo''fundingogreemenC'per37C.FR.G4O1.2(o).recipientsnontnanting vvithsrno||busin8sseS0rnonpnofitorgoniz@Upnnfnrn3ee2pnhrnuStobs8rve37C.FR.Q401@nd associated regulations.
E.Clean Air Act and Federal Water Pollution Control Act For contracts and eubgnonts exceeding $15O.00O.full compliance with the Clean Air Act (42U.S.C.8 7401-7871O)and Federal Water Pollution Control Act (33U.G.C.&1251-1387)inmandatory. Any violations should be reported to both the awarding agency and the EPA. Vendors certify their CODlp|i3OCe.
15 Docusign Envelope ID: BD7801 DA-2F22-4BOE-921E-647D3BBC7532 Contract Number: PS25830
F. Debarment and Suspension (Executive Orders 12549 and 12689) No contract shall be awarded to entities listed in the System for Award Management (SAM) exclusions under 2 C.F.R. § 180 and Executive Orders 12549 and 12689. Vendors confirm they are neither debarred nor excluded by any federal agency.
G. Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352)
Vendors must submit requisite certifications and refrain from utilizing federal funds to influence government officials in relation to contracts, grants, or awards. All lobbying with non-federal funds must be disclosed and communicated across all tiers. Vendors agree to adhere strictly to the Byrd Anti - Lobbying Amendment.
H. Record Retention Requirements
Vendors shall retain records in accordance with 2 C.F.R. § 200.333 for three years beyond final report submission and until all matters have been resolved.
I. Energy Policy and Conservation Act Compliance
Where relevant, Vendors must comply with mandatory energy efficiency standards detailed in the state energy conservation plan under the Energy Policy and Conservation Act.
J. Buy American Provisions Compliance
When applicable, Vendors must comply with the Buy American Act and ensure purchases adhere to procurement rules that require free and open competition.
K. Access to Records (2 C.F.R. § 200.336)
Vendors grant authorized representatives of federal agencies access to pertinent books, documents, papers, and records for audits, examinations, excerpts, and transcriptions, as well as personnel interviews relating to such records.
L. Procurement of Recovered Materials (2 C.F.R. § 200.322) Non-federal entities that are state agencies or political subdivisions and their contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. This includes procuring items designated in EPA guidelines (40 C.F.R. § 247) containing the highest practical percentage of recovered materials, maximizing energy and resource recovery for solid waste management, and establishing affirmative procurement programs for recovered materials as specified by EPA.
Entities utilizing United States federal grant or FEMA funds for procurement may be subject to further requirements, including those under 2 C.F.R. § 200, with all references to "federal" denoting the United States federal government.
Entities using U.S. federal grant or FEMA funds for procurement may be subject to additional requirements under 2 C.F.R. § 200. All references to "federal" are specific to the United States federal government.
16 Docusign Envelope ID: BD7801 DA-2F22-4BOE-921E-647D3BBC7532 Contract Number: PS25830
ATTACHMENT E
to Master Price Agreement by and between VENDOR and PURCHASER.
Vendor's Proposal
(The Vendor's Proposal is not attached hereto.)
(The Vendor's Proposal is incorporated by reference herein.) 17 Docusign Envelope ID: BD7801 DA-2F22-4BOE-921E-647D3BBC7532 Contract Number: PS25830
ATTACHMENT F
to Master Price Agreement by and between VENDOR and PURCHASER.
Purchaser's Request for Proposal
(The Purchaser's Request for Proposal is not attached hereto.) (The Purchaser's Request for Proposal is incorporated by reference herein.)
Docusign Envelope ID: BD7801DA-2F22-4BOE-921E-647D3BBC7532 Contract Number: PS25830
ATTACHMENT G
to Master Price Agreement by and between VENDOR and PURCHASER.
ADDITIONAL VENDOR TERMS OF PURCHASE, IF ANY.
-----------------
WARRANTIES AND LIABILITY LIMITS
Warranties are limited to those offered by the manufacturer. Life -Assist, Inc. gives no express or implied warranties on any items shown in its catalog, price list, or otherwise offered for sale and shall not be responsible for the proper use and servicing of goods purchased nor does the company give any express or implied warranty that goods purchased are merchantable or fit for a particular purpose. Life - Assist, Inc. shall not be liable for special or consequential damage or injury to person or property which results from the use of these products. All products sold by Life -Assist, Inc. are intended for use by trained medical personnel.
SHIPPING
Free Standard Shipping within the contiguous U.S. on orders over $100! Orders under $100 will be charged a $14.50 shipping and handling fee. All other orders are shipped FOB origin and freight charges will be applied at time of shipment.
Refrigerated items are only shipped Monday — Wednesday and will arrive in 1 — 2 days. Destinations outside of the 2-day shipping zone must be shipped 2nd Day Air and the air freight charges will apply.
Refrigerated items cannot be returned.
Freight charges will be applied to special orders, overweight orders, oversized products, and requested rush deliveries.
If a product does not meet your specifications, you may return the item in its original and unaltered* packaging, in resalable condition, within 45 days. Prior to returning any purchase, please contact Customer Care at (800) 824-6016 or email CustomerCareCcDlife-assist.com to obtain a return authorization number.
*Please note, we are unable to provide credit for items where packaging has been altered with permanent marker or internal agency labels affixed). I 19 Docusign Envelope ID: BD7801DA-2F22-4BOE-921E-647D3BBC7532 Contract Number: PS25830
Items returned within 45 days of shipment will not be subject to a restocking fee. Items returned 46 days or more will be subject to a 15% restocking fee ($25.00 minimum) plus freight.
Non -returnable items include:
Pharmaceutical products
Custom / special order items
Refrigerated products
Items listed as non -returnable
Short dated or expired products
Items not in original packaging
Some goods, such as refrigerated items, special order items, short dated product and/or items more than 90 days old, etc., are not be eligible for credit. Products shipped directly from vendor partners require a vendor return authorization and are subject to the vendor's return policy and any applicable fees. If we make an error in filling or shipping your order, we will promptly rectify the mistake at no cost to you.
Please note: Issuance of a Return Authorization Number is required and does not guarantee credit.
Credit will be issued only after the product is received, inspected, and confirmed to meet our return requirements.
151115ir I i I I i 1!! 11
6016 or email CustomerCare&life-assist.com.
Damage claims must be made within 5 days of receipt of merchandise.
Municipalities, fire and police departments, recognized volunteer organizations, government agencies
2.nd related: may purchase on terms of Net 30 days from shipping date without prior arrangement.
Please fax or mail your first order on agency letterhead.
Commercial businesses: may apply for open account status by submitting a completed Life -Assist, Inc.
Credit Application Form.
Overdue accounts: will be assessed a 1 1/2% monthly (18% year) charge. Payment on account will be credited upon receipt at Life -Assist's office in Rancho Cordova, California. Delinquent accounts will be referred for collection. Purchaser will be liable for all costs of collection on overdue accounts, plus reasonable attorney's fees. A $20 service charge will be assessed on all returned checks. $2003-2025 Life -Assist, Inc. All Rights Reserved. No part of this website may be reproduced in whole - or part without expressed written permission by Life -Assist, Inc. 20 DocuSign Envelope ID: 66018645-E08C-4089-B619-3B1 E50C2E804 Intergovernmental Cooperative Purchasing Agreement
This Intergovernmental Agreement (Agreement) is by and between the "Lead Contracting Agency" and participating government entities ("Participating Agencies"), that are members of National Purchasing Partners ("NPPGov"), including members of Public Safety GPO, First Responder GPO, Law Enforcement GPO, Education GPO and EMS GPO that agree to the terms and conditions of this Agreement. The Lead Contracting Agency and all Participating Agencies shall be considered as "parties" to this agreement.
WHEREAS, upon completion of a formal competitive solicitation and selection process, the Lead Contracting Agency has entered into Master :Price Agreements with one or more Vendors to provide goods and services, often based on national sales volume projections; WHEREAS, NPPGov provides group purchasing, marketing and administrative support for governmental entities. NPPGov's marketing and administrative services are free to its membership, which includes participating public entities and nonprofit institutions throughout North America.
WHEREAS, NPPGov has instituted a cooperative purchasing program under which member Participating Agencies may reciprocally utilize competitively solicited Master Price Agreements awarded by the Lead Contracting Agency; WHEREAS, the Master Price Agreements provide that all qualified government members of NPPGov may purchase goods and services on the same terms, conditions and pricing as the Lead Contracting Agency, subject to applicable local and state laws of the Participating Agencies;
WHEREAS, the parties agree to comply with the requirements of the Intergovernmental Cooperation Act as may be applicable to the local and state laws of the Participating Agencies;
WHEREAS, the parties desire to conserve and leverage resources, and to improve the efficiency and economy of the procurement process while reducing solicitation and procurement costs;
WHEREAS, the parties are authorized and eligible to contract with governmental bodies and Vendors to perform governmental 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;
;� fli� R A
DocuSign Envelope ID: 66018645-E08C-4089-B619-3B1 E50C2E804 NOW, THEREFORE, the parties agree as follows:
ARTICLE l: LEGAL AUTHORITY
Each party represents and warrants that it is eligible to participate in this Agreement because it is a local government created and operated to provide one or more governmental functions and possesses adequate legal authority to enter into this Agreement.
ARTICLE 2: APPLICABLE LAWS
The procurement of goods and services subject to this Agreement shall be conducted in accordance with and subject to the relevant statutes, ordinances, rules, and regulations that govern each party's procurement policies. Competitive Solicitations are intended to meet the public contracting requirements of the Lead Contracting Agency and may not be appropriate under, or satisfy Participating Agencies' procurement laws. It is the responsibility of each party to ensure it has met all applicable solicitation and procurement requirements. Participating Agencies are urged to seek independent review by their legal counsel to ensure compliance with all local and state solicitation requirements.
ARTICLE 3: USE OF BID PROPOSAL OR PRICE AGREEMENT
a. A "procuring party" is defined as the Lead Contracting Agency or any Participating Agency that desires to purchase from the Master Price Agreements awarded by the Lead Contracting Agency.
b. Each procuring party shall be solely responsible for their own purchase of goods and services under this Agreement. A non -procuring party shall not be liable in any fashion for any violation of law or contract by a procuring party, and the procuring party shall hold non -procuring parties and all unrelated procuring parties harmless from any liability that may arise from action or inaction of the procuring party.
c. The procuring party shall not use this agreement as a method for obtaining additional concessions or reduced prices for similar goods and services outside the scope of the Master Price Agreement.
d. The exercise of any rights or remedies by the procuring party shall be the exclusive obligation of such procuring party.
e. The cooperative use of bids, proposals or price agreements obtained by a party to this Agreement shall be in accordance with the terms and conditions of the bid, proposal or price agreement, except as modified where otherwise allowed or required by applicable law, and does not relieve the party of its other solicitation requirements under state law or local policies. ;� flip R A
DocuSign Envelope ID: 66018645-E08C-4089-B619-3B1 E50C2E804 ARTICLE 4: PAYMENT OBLIGATIONS
The procuring party will make timely payments to Vendors for goods and services received in accordance with the terms and conditions of the procurement. Payment for goods 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.
ARTICLE 5: COMMENCEMENT DATE
This Agreement shall take effect after execution of the "Lead Contracting Agency Endorsement and Authorization" or "Participating Agency Endorsement and Authorization," as applicable.
ARTICLE 6: TERMINATION OF AGREEMENT
This Agreement shall remain in effect until terminated by a party giving 30 days written notice to "Lead Contracting Agency"
ARTICLE 7: ENTIRE AGREEMENT
This Agreement and any attachments, as provided herein, constitute the complete Agreement between the parties hereto, and supersede any and all oral and written agreements between the parties relating to matters herein.
ARTICLE 8: CHANGES AND AMENDMENTS
This Agreement may be amended only by a written amendment executed by all parties, except that any alterations, additions, or deletions of this Agreement which are required by changes in Federal and State law or regulations are automatically incorporated into this Agreement without written amendment hereto and shall become effective on the date designated by such law or regulation.
ARTICLE 9: SEVERABILITY
All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such detennination shall not affect any other term of this Agreement, which shall continue in full force and effect.
THIS INSTRUMENT HAS BEEN EXECUTED IN TWO OR MORE ORIGINALS BY EXECUTION AND ATTACHMENT OF "THE LEAD CONTRACTING AGENCY ENDORSEMENT AND AUTHORIZATION" OR "PARTICIPATING AGENCY ENDORSEMENT AND AUTHORIZATION," AS APPLICABLE. ONCE EXECUTED, IT
IS THE RESPONSIBILITY OF EACH PARTY TO FILE THIS AGREEMENT WITH THE PROPER AGENCY IF REQUIRED BY LOCAL OR STATE LAW.
DocuSign Envelope ID: 66018645-E08C-4089-B619-3B1 E50C2E804
LEAGUE OF OREGON CITIES
ENDORSEMENT AND AUTHORIZATION
The undersigned acknowledges, on behalf of the League of Oregon Cities ("Lead Contracting Agency") that he/she has read and agrees to the general terms and conditions set forth in the enclosed Intergovernmental Cooperative Purchasing Agreement regulating use of the Master Price Agreements and purchase of goods and services that from time to time are made available by the League of Oregon Cities to Participating Agencies locally, regionally, and nationally through NPPGov. Copies of Master Price Agreements and any amendments thereto made available by the League of Oregon Cities will be provided to Participating Agencies and NPPGov to facilitate use by Participating Agencies.
The undersigned understands that the purchase of goods and services under the provisions of the Intergovernmental Cooperative Purchasing Agreement is at the absolute discretion of the Participating Agencies.
The undersigned affirms that he/she is an agent of the League of Oregon Cities and is duly authorized to sign this League of Oregon Cities Endorsement and Authorization.
DocuSigned by:
c@Gia i t kAt 6(t, u, Date: June 13, 2023
A49AFD929F7246E—
BY: Patricia M. Mulvihill
ITS: Executive Director
League of Oregon Cities Contact Information:
Contact Person: Kevin Toon
Address: 1201 Court St NE #200, Salem, OR 97301
Telephone No.: 503-588-6550
Email: [email protected]
;� fli� R A
DocuSign Envelope ID: 66018645-E08C-4089-B619-3B1 E50C2E804
PARTICIPATING AGENCY
ENDORSEMENT AND AUTHORIZATION
The undersigned acknowledges, on behalf of ("Participating Agency") that he/she has read and agrees to the general terms and conditions set forth in the enclosed Intergovernmental Cooperative Purchasing Agreement regulating use of the Master Price Agreements and purchase of goods and services that from time to time are made available by the Lead Contracting Agency to Participating Agencies locally, regionally, and nationally through NPPGov.
The undersigned further acknowledges that the purchase of goods and services under the provisions of the Intergovernmental Cooperative Purchasing Agreement is at the absolute discretion of the :Participating Agency and that neither the Lead Contracting Agency nor NPPGov shall be held liable for any costs or damages incurred by or as a result of the actions of the Vendor or any other Participating Agency. Upon award of contract, the Vendor shall deal directly with the Participating Agency concerning the placement of orders, disputes, invoicing and payment.
The undersigned affirms that he/she is an agent of and is duly authorized to sign this Participating Agency Endorsement and Authorization.
Date:
me
Participating Agency Contact Information:
Contact Person:
Address:
Telephone No.:
Email:
;� fli� R A