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COOPERATIVE AGREEMENT REGARDING
EMERGENCY MEDICAL SUPPLIES AND EQUIPMENT
This Cooperative Agreement for __________________ (“Agreement”) is entered into as of the __ day of _____, 2026, by and between the City of Laguna Beach, a Municipal Corporation (“City”) and Life-Assist, Inc., (“Life-Assist”) a California corporation, effective from January 19, 2026 and continues in effect through January 19, 2030 with an automatic extension for a one (1) year period; provided that the Lead Contracting Agency and/or the Vendor may opt to decline extension, based on the League of Oregon Cities Master Price Agreement No. PS25830 for Medical Products, Monitors, Software, Data Transmission, and Related Services awarded through Request for Proposal No. 2535. City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement
RECITALS
WHEREAS, on January 19, 2026, the League of Oregon Cities (the “LOC”) entered into a contract with Life-Assist, designated as Contract No. PS25830, toprovide emergency medical supplies, pharmaceuticals, equipment, and related products (the “LOC Contract”); and WHEREAS, the LOC Contract allows the provisions and pricing of the LOC Contract to be extended to other California local or state governmental entities; and WHEREAS, it is in the public interest of the City to obtain emergency medical supplies, pharmaceuticals, equipment, and related products to ensure the efficient operation of the City; and
WHEREAS, the City, therefore, desires to utilize the emergency medical supplies, pharmaceuticals, equipment, and related products to ensure efficiency, cost-effectiveness, and continuity in addressing the City’s needs; and,
WHEREAS, pursuant to Section 2.30.050(c) of the Laguna Beach Municipal Code, the City is exempt from customary bidding procedures if the underlying purchase was based on the bidding efforts of another public agency; and
WHEREAS, LIFE-ASSIST has the experience, equipment, manpower, general ability, and resources as well as the necessary qualifications to provide the emergency medical supplies, pharmaceuticals, equipment, and related products;and
WHEREAS, for greater economy and efficiency and to benefit its citizens, the City wishes to contract with LIFE-ASSIST to provide the City with those services as set forth in the LOC Contract on the same terms and conditions set forth therein pursuant to this Agreement.
NOW, THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the Parties hereto agree as follows:
1. Recitals. The foregoing recitals are true and correct and are a part of this Agreement.
2. Exhibits. The LOC Contract is attached hereto as Exhibit 1 and incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the LOC Contract. 9 Attachment 2
3. Terms. For purposes of this Agreement, the following terms and references within the LOC Contract will be adjusted as outlined below:
A. “League of Oregon Cities” to “City of Laguna Beach”
B. “Purchasing Agent” to “City Manager”
C. “Board of Supervisors” to “City Council”
D. “Counsel” to “City Attorney”
4. Scope of Work. LIFE-ASSIST will provide the services and perform all other contractual responsibilities that LIFE-ASSIST assumes toward the City under the LOC Contract in accordance with the terms of the LOC Contract and this Agreement. City will perform its contractual responsibilities towards LIFE-ASSIST in accordance with the LOC Contract and this Agreement.
5. Compensation. City agrees to pay Contractor in accordance with the pricing, discounts, and terms established under the LOC Contract. The total amount payable under this Agreement, including any authorized extensions, shall not exceed Three Hundred Fifteen Thousand dollars ($315,000) during the initial three (3) year term and any authorized extensions. Purchases shall be made on an as-needed basis through individual purchase orders issued by the City.
6. Term. This Agreement shall take effect upon execution of this agreement and shall continue through January 19, 2030, unless earlier terminated in accordance with this Agreement.
Provided that LOC Contract No. PS25830, or any renewal, extension, replacement, or successor cooperative purchasing contract for substantially the same goods and services, remains active and available for use by the City, the City Manager may approve up to one (1) additional extensions of this Agreement, provided that the cumulative term of the Agreement shall not extend beyond January 19, 2031.
Any extension shall be subject to the continued availability of the applicable cooperative purchasing contract and compliance with Laguna Beach Municipal Code Chapter 2.30 and applicable City purchasing policies.
Under no circumstances shall this Agreement remain in effect beyond the expiration or termination of the applicable cooperative purchasing contract unless another valid cooperative purchasing contract is available and approved for use by the City.
7. General.
A. Terms and Conditions of the LOC Contract. Except as otherwise adjusted herein, all other terms and conditions of the LOC Contract, including all insurance, warranties, and indemnities, remain in full force and effect.
B. Entire Agreement. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts, and shall have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing, or by electronic signature, including by email. An electronic signature, or a facsimile copy or computer image, such as a PDF image, of a signature, shall be treated as and shall have the same effect as an original signature. In addition, an electronic 10 signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties.
8. Authority to Execute Contract. The person(s) executing this Agreement on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound.
9. Notices. Unless otherwise provided herein, any notices required to be given under the Agreement shall be in writing with copies as directed herein and shall be personally delivered, or delivered by United States mail, prepaid, certified, return receipt requested, or by reputable document delivery service that provides a receipt showing date and time of delivery. Notices personally delivered or delivered by a mail document delivery service shall be effective upon receipt. Any notice given by mail shall be deemed to have been given when deposited in the United States mails certified and postage prepaid, addressed to the party to be served as follows:
LIFE-ASSIST:
Life-Assist, Inc
11277 Sunrise Park Drive
Rancho Cordova, CA 95742
ATTN: Andy Selby
Email: [email protected]
City’s Project Manager:
City of Laguna Beach
505 Forest Avenue
Laguna Beach, CA 92651
Attn: Deputy Fire Chief, Andrew Hill
[email protected]
Changes in the address to be used for receipt of notices shall be effected in accordance with this Section.
[SIGNATURES ON NEXT PAGE]
11 SIGNATURE PAGE FOR CITY OF LAGUNA BEACH COOPERATIVE AGREEMENT
EMERGENCY MEDICAL SUPPLIES AND EQUIPMENT
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.
CITY OF LAGUNA BEACH
Approved By:
Dave Kiff
City Manager
Approved as to Form:
___________________________________
City Attorney
Attested By:
Ann Marie McKay
City Clerk
LIFE-ASSIST, INC.
Approved By:
Signature
Name
Title
Attested By:
Signature
Name
Title
12 -5-
EXHIBIT “1”
LEAGUE OF OREGON CITIES CONTRACT NO. PS25830
LIFE-ASSIST, INC.
DATED JANUARY 19, 2026
[ATTACHED]
13 Contract Number: PS25830
LEAGUE OF OREGON CITIES
MASTER PRICE AGREEMENT
by and between the LEAGUE OF OREGON CITIES, an Oregon public corporation under ORS Chapter 190 Life-Assist, Inc.
RECITALS
WHEREAS, the Vendor is in the business of selling certain Medical Products, Monitors, Software, 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 WHEREAS, through a solicitation for Medical Products, Monitors, Software, 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 OF OREGON CITIES asserts that the solicitation and Request for Proposal meet Oregon public contracting requirements (ORS 279, 279A, 279B and 279C et. seq.); and WHEREAS, Purchaser and Vendor desire to extend the terms of this Master Price Agreement to benefit other qualified government members of National Purchasing Partners, LLC dba Public Safety GPO, dba First Responder GPO, dba Law Enforcement GPO and dba NPPGov; NOW, THEREFORE, Vendor and Purchaser, intending to be legally bound, hereby agree as follows:
ARTICLE 1 CERTAIN DEFINITIONS
1.1 Agreement and Attachments A-G attached hereto and by this reference incorporated herein, including 2535
1.2 , tribal, and local laws, statutes,
ordinances, codes, rules, regulations, standards, orders and other governmental requirements of any kind.
1.3 required by the Federal Social Security Act and all amendments thereto and/or any other applicable federal, state, tribal or local law.
1.4 may prescribe from time to time.
14 Contract Number: PS25830
2 1.5
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 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 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 and administrative support for governmental entities wi participating public entities across North America.
1.9 governmental entity that issued the Request for Proposal and awarded this resulting Master Price Agreement.
1.10 has agreed to extend the terms of this Master Price Agreement pursuant to Article 2.6 and Attachment C under the terms of this Agreement.
1.11 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.
15 Contract Number: PS25830
3 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)
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 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 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 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 -.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 four (4) year term, this Agreement shall
automatically extend for a
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. 16 Contract Number: PS25830
4 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 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.
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 telep
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 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 17 Contract Number: PS25830
5 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
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 waives all rights against the Lead Contracting
Agency and its agents, officers, directors and employees for recovery of damages to the extent these ty
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
against any and all damages, claims, losses, expenses, costs, obligations and liabilities (including, without emnitees 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 und this Agreement, (vi) any Employee Taxes or Unemployment Insurance, or (vii) any claim alleging that the 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 18 Contract Number: PS25830
6 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 nonprocuring parties or unrelated purchasing parties harmless from any liability that may arise from action or inaction of the procuring party.
ARTICLE 7 WARRANTIES
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 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 i
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
19 Contract Number: PS25830
7 10.1
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 licenses, permits, approvals, authorizations, registrations and certificates.
10.2 Purchaser has taken all required governmental action to authorize its 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 Attachment D pertain exclusively to the United States federal government.
10.4 When a Participating Agency
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
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 Agreement for a period of three (3) years after the date of such expiration or termination.
ARTICLE 13 - REMEDIES
20 Contract Number: PS25830
8 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
non-performance of any obligation contained herein shall be excused to the extent such failure or nonperformance is caused by force majeure. For purposes 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, 21 Contract Number: PS25830
9 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 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 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
22 Contract Number: PS25830
10 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 rpreted, 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 Participating Agency exists, without regard to its choice of law provisions. [Signature page to follow]
23 Contract Number: PS25830
11 ARTICLE 25 - COUNTERPARTS
This Agreement may be executed in counterparts all of which together shall constitute one and the same Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year last written below.
PURCHASER:
Signature: ____________________________________
Printed Name:
Title: ____________________________________________
LEAGUE OF OREGON CITIES
Dated: ____________________________
VENDOR:
Signature: ______________________________
Printed Name:
Title: _____________________________
LIFE-ASSIST, INC
Dated: ____________________________
24 Contract Number: PS25830
12 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.
provided the pricing and terms of this Agreement are extended to Participating Agencies by such dealers and distributors, as applicable, may be updated from time to time. [A current list may be obtained from Vendor.]
25 Contract Number: PS25830
13 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 26 Contract Number: PS25830
14 ATTACHMENT C
to Master Price Agreement by and between VENDOR and PURCHASER.
PARTICIPATING AGENCIES
The Lead Contracting Agency in cooperation with National Purchasing Partners (NPPGov) entered into this Agreement on behalf of other government agencies that desire to access this Agreement to purchase Products and Services. Vendor must work directly with any Participating Agency concerning the placement of orders, issuance of the purchase orders, contractual disputes, invoicing, and payment. The Lead Contracting Agency shall not be held liable for any costs, damages, etc., incurred by any Participating Agency.
Any subsequent contract entered into between Vendor and any Participating Agency shall be construed to be in accordance with and governed by the laws of the State in which the Participating Agency exists. Each Participating Agency is directed to execute an Intergovernmental Cooperative Purchasing www.nppgov.com. The IGA allows the Participating
legal
27 Contract Number: PS25830
15 ATTACHMENT D
to Master Price Agreement by and between VENDOR and PURCHASER.
REQUIREMENTS FOR PROCUREMENTS UTILIZING FEDERAL FUNDS AND GRANTS Summary of Key Provisions for Participating Agencies Utilizing U.S. Federal Funds Participating Agencies acquiring goods or services through this contract using United States federal grants or FEMA funding are subject to specific requirements, including those outlined in 2 C.F.R. § 200.
Additional stipulations may apply based on the source of funding. For re exclusively to the United States federal government.
The following provisions are applicable solely when a Participating Agency procures Vendor equipment, products, or services with United States federal funds:
A. Equal Employment Opportunity
-1.3 must
incorporate the Equal Opportunity clause pursuant to 41 C.F.R. § 60-1.4(b), ensuring compliance with Executive Order 11246 (as amended) and relevant Department of Labor regulations. This provision is included by reference.
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 Department of Labor regulations (29 C.F.R. § 5). Contractors must pay at least the prevailing wage determined by the Secretary of Labor, with weekly payments mandated. Each solicitation must feature the current wage determination, and any violations must be reported to the awarding agency. - C. Contract Work Hours and Safety Standards Act (40 U.S.C. § 3701-3708) Contracts exceeding $100,000 involving mechanics or laborers must comply with 40 U.S.C. §§ 3702 and 3704, and 29 C.F.R. § 5. Wages must reflect a standard 40-hour 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 to Inventions Made Under a Contract or Agreement 28 Contract Number: PS25830
16 29
Contract Number: PS25830
17 ATTACHMENT E
to Master Price Agreement by and between VENDOR and PURCHASER. 30 Contract Number: PS25830
18 ATTACHMENT F
to Master Price Agreement by and between VENDOR and PURCHASER. 31 Contract Number: PS25830
19 ATTACHMENT G
to Master Price Agreement by and between VENDOR and PURCHASER.
ADDITIONAL VENDOR TERMS OF PURCHASE, IF ANY.
TERMS AND CONDITIONS
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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. LifeAssist, Inc. shall not be liable for special or consequential damage or injury to person or property which results from the use of these products. All products sold by Life-Assist, Inc. are intended for use by trained medical personnel.
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SHIPPING
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Free Standard Shipping within the contiguous U.S. on orders over $100! Orders under $100 will be charged a $14.50 shipping and handling fee. All other orders are shipped FOB origin and freight charges will be applied at time of shipment.
It is our service policy to ship orders the same day we receive them, providing the order is placed by 4:00 pm Monday through Friday. Most orders are shipped by UPS ground complete within 24 hours (MF). If, by chance, an item is backordered, it will be shipped to you immediately upon our receipt.
Refrigerated items are only shipped Monday Wednesday and will arrive in 1 2 days. Destinations outside of the 2-day shipping zone must be shipped 2nd Day Air and the air freight charges will apply.
Refrigerated items cannot be returned.
Freight charges will be applied to special orders, overweight orders, oversized products, and requested rush deliveries.
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RETURNS
=======
If a product does not meet your specifications, you may return the item in its original and unaltered* packaging, in resalable condition, within 45 days. Prior to returning any purchase, please contact Customer Care at (800) 824-6016 or email [email protected] to obtain a return authorization number.
*Please note, we are unable to provide credit for items where packaging has been altered (i.e., marked with permanent marker or internal agency labels affixed).
Returned merchandise must be sent freight prepaid and be received in new, resalable condition.
To expedite the process, please have your shipping or invoice document available for reference. 32 Contract Number: PS25830
20 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 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.
If a damaged shipment is received, please note the extent of the damage to the carrier at the time of delivery. Keep all boxes and packaging materials and immediately contact Customer Care at (800) 824- 6016 or email [email protected]. Damage claims must be made within 5 days of receipt of merchandise. ======
CREDIT
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Municipalities, fire and police departments, recognized volunteer organizations, government agencies and related: may purchase on terms of Net 30 days from shipping date without prior arrangement.
Please fax or mail your first order on agency letterhead.
Commercial businesses: may apply for open account status by submitting a completed Life-Assist, Inc.
Credit Application Form.
Resellers may request price quotations online only. Rx items are not available for resale.
Overdue accounts: will be assessed a 1 1/2% monthly (18% year) charge. Payment on account will be credited upon receipt at Lifereferred for collection. Purchaser will be liable for all costs of collection on overdue accounts, plus ©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. 33