Service Solicited - 2013 - VORTEX USA Inc - Master Price AgreementContract # VQ10302
RECREATION AND AMUSEMENT STRUCTURES. PLAYING SURFACES
AND EOUIPMENT MASTER PRICE AGREEMENT
This Master Price Agreement dated the last day of signature (effective date) is by and
between the LEAGUE OF OREGON CITIES ("Purchaser") and Vortex USA inc. ("Supplier").
RECITALS
WHEREAS, the Supplier is in the business of selling certain RECREATION AND
AMUSEMENT STRUCTURES, PLAYING SURFACES AND EOUIPMENT
and related products and services, as further described herein; and
WHEREAS, the Supplier 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, the Supplier desires to extend the terms of this Master Price Agreement to
members of National Purchasing Partners, LLC.
NOW, THEREFORE, Supplier and Purchaser, intending to be legally bound, hereby
agree as follows:
ARTICLE 1- CERTAIN DEFINITIONS
1.1 "Parties" shall mean the Purchaser and Supplier.
1.2 "Agreement" shall mean to this Master Price Agreement, including the main body
of this Agreement and Attachments A -F attached hereto and by this reference incorporated
herein, including Purchaser's Request for Proposal RFP No. 570 (herein "RFP") and Supplier's
Proposal submitted in response to the RFP (herein "Supplier's Proposal") as referenced and
incorporated herein as though fully set forth (sometimes referred to collectively as the "Contract
Documents").
1.3 "Applicable Law(s)" shall mean all applicable federal, state and local laws,
statutes, ordinances, codes, rules, regulations, standards, orders and other governmental
requirements of any kind, including, but not limited to, those relating to (i) affirmative action and
equal employment opportunity, (ii) nondiscrimination based on race, color, creed, religion, sex,
age, ethnic origin or existence of a disability, (iii) wages and hours, (iv) workers' compensation
and unemployment insurance, (v) labor and employment conditions, (vi) occupational safety and
health and (vii) the environment and the use and handling and disposal of toxic and/or hazardous
substances and materials.
1.4 "Employee Taxes" shall mean all taxes, assessments, charges and other amounts
whatsoever payable in respect of, and measured by the wages of, the Supplier's employees (or
subcontractors), as required by the Federal Social Security Act and all amendments thereto
and/or any other applicable federal, state or local law.
1.5 "Purchaser's Destination" shall mean such delivery location(s) or destination(s) as
Purchaser may prescribe from time to time.
1.6 "Products" shall mean the products and/or services to be sold by Supplier
hereunder as identified and described on Attachment A hereto and incorporated herein, as may
be updated from time to time by Supplier to reflect products and/or services offered by Supplier
generally to its customers.
1.7 "Purchase Order" shall mean any authorized written, electronic, telephone or fax
order sent or made by Purchaser pursuant hereto, including, but not limited to, written purchase
orders, requisitions sent by fax machine, and orders in such other form and/or mode of
transmission as Purchaser and Supplier may from time to time agree. Each Purchase Order will
specify the following items: National Purchasing Partners contract number, specific Products
requested (by id number), unit price per Product, quantity, delivery schedule, destination (with
contact/recipient), and total price of the Purchase Order. Each Purchase Order issued under this
Agreement shall be made part of, and be incorporated into this Agreement, and shall reference
this Agreement on the face of each Purchase Order. Should any Purchase Order not conform to
or satisfy the terms of this Agreement, Supplier shall have five (5) business days after receipt to
reject the Purchase Order. By not rejecting the Purchase Order within five (5) business days,
Supplier will have accepted the Purchase Order. Acceptance by Supplier is limited to the
provisions proposed by Supplier or Purchaser shall apply. In addition, the parties agree that this
Agreement and accepted Purchase Orders constitute a contract for the sale of goods and/or
services and satisfy all statutory and legal formalities of a contract.
1.8 "Unemployment Insurance" shall mean the contribution required of Supplier, 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.
1.9 "National Purchasing Partners" is a subsidiary of two nonprofit health care
systems and provides group purchasing marketing and administrative support for governmental
entities within the membership. National Purchasing Partners' membership includes
participating public entities across North America.
1.10 "Participating Agencies" shall mean members of National Purchasing Partners
that Supplier for which Supplier has agreed to extend the terms of this Master Price Agreement
pursuant to Article 2.5 and Attachment C herein.
ARTICLE 2 - AGREEMENT TO SELL
2.1 Supplier hereby agrees to sell to Purchaser such Products 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 ordered by
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Purchaser by Purchase Order in accordance with and subject to the terms, covenants and
conditions of this Agreement.
2.2 All Purchase Orders issued by Purchaser to Supplier for Products during the Term
(as hereinafter defined) of this Agreement are subject to the provisions of this Agreement as
though fully set forth in such Purchase Order. In the event that the provisions of this Agreement
conflict with any Purchase Order issued by Purchaser to Supplier, the provisions of this
Agreement shall govern. No other terms and conditions, including, but not limited to, those
contained in Supplier's standard printed terms and conditions, on Supplier's order
acknowledgment, invoices or otherwise, shall have any application to or effect upon or be
deemed to constitute an amendment to or to be incorporated into this Agreement, any Purchase
Order, or any transactions occurring pursuant hereto or thereto, unless this Agreement shall be
specifically amended to adopt such other terms and conditions in writing by the parties.
2.3 Notwithstanding any other provision of this Agreement to the contrary, Purchaser
shall have no obligation to order or purchase any Products hereunder and the placement of any
Purchase Order shall be in the sole discretion of Purchaser. Without limiting the generality of
the foregoing, the actual quantity of Products to be purchased hereunder shall be determined by
Purchaser in its sole discretion. This Agreement is not exclusive. Supplier expressly
acknowledges and agrees that Purchaser may purchase at its sole discretion, products which are
identical or similar to the Products described in this Agreement from any third party.
2.4 In case of any conflict or inconsistency between any of the Contract Documents,
the documents shall prevail and apply in the following order of priority:
(i) This Agreement;
(ii) Supplier's Proposal; and
(iii) The RFP.
Supplier has responded with no Exceptions to the RFP Solicitation identified in
Supplier's Proposal.
2.5 Extension of contract terms to National Purchasing Partners, LLC
2.5.1 Pursuant to Section 1.0 of the RFP, Supplier agrees to extend the same
terms, covenants and conditions available to Purchaser under this
Agreement to other government agencies and non-profit entities that are
members of National Purchasing Partners, that have executed a National
Purchasing Partners IGA as a Participating Agency as may be required by
the government agency's local regulations, and that wish to access this
Agreement in accordance with Attachment C which is attached hereto and
incorporated herein by reference ("Participating Agencies"). Each
Participating Agency will be exclusively responsible for and deal directly
with Supplier on matters relating to ordering, delivery, inspection,
acceptance, invoicing, and payment for Products in accordance with the
terms and conditions of this Agreement as if it were "Purchaser"
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hereunder. Any disputes between a Participating Public Agency and
Supplier will be resolved directly between them under and in accordance
with the laws of the State in which the Participating Public Agency exists.
Pursuant to 1.2A) and 3.2 of the RFP, LEAGUE OF OREGON CITIES
shall not incur any liability as a result of the access and utilization of this
Agreement by other NPP Participating Agencies.
2.5.2 This Solicitation meets Oregon public contracting requirements and may
izot be appropriate under or meet Participating Agencies' procurement
laws. Participating Agencies are urged to seek independent review by
their legal counsel to ensure compliance with all local and state
solicitation requirements.
2.5.3 Supplier acknowledges execution of a Vendor Administration Fee
Agreement with National Purchasing Partners, LLC, pursuant to Section
1.2C) of the RFP.
2.6 Oregon Public Agencies are prohibited from use of products and services offered
under this contract 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 for
more information. Supplier 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 or to public institutions in other states with similar restrictions.
ARTICLE 3 — TERM AND TERMINATION
3.1 The term of this Agreement shall commence on the date hereof and shall continue
for four (4) years, expiring on October ib 2017 (the "Original Term"), subject to any
earlier termination as provided herein. Upon termination of the original four (4) year term, this
Agreement shall automatically extend for up to three (3) successive one (1) year periods;
provided that the Lead Contracting Agency, through NPP, and/or the Proposer may opt to
decline extension of the Master Price Agreement by providing notification in writing least thirty
(30) calendar days prior to the annual automatic extension anniversary of the original Master
Price Agreement term.
3.2 Either party may terminate this Agreement by written notice to the other party if
the other party breaches any of its obligations hereunder and fails to remedy the breach within
thirty (30) days after receiving written notice of such breach from the non -breaching party.
ARTICLE 4 — PRICING. INVOICES. AND PAYMENT
4.1 Purchaser shall pay Supplier for all Products ordered and delivered in compliance
with the terms and conditions of this Agreement on the terms and at the price or prices specified
for each such Product on Attachment A. Unless Attachment A or Supplier's Proposal expressly
provides otherwise, the discount off list price for Products set forth on Attachment A hereto shall
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remained fixed for the entire term of the agreement but manufacturer pricing is not guaranteed
and may be adjusted based on the next manufacturer price increase. Unless otherwise directed
by Purchaser for expedited orders, Supplier shall utilize such common carrier for the delivery of
Products as Supplier may select; provided, however, that for expedited orders Supplier shall
obtain delivery services hereunder at rates and terms not less favorable than those paid by
Supplier for its own account or for the account of any other similarly situated customer of
Supplier.
4.2 Supplier shall submit original invoices to Purchaser in form and substance and
format reasonably acceptable to Purchaser. All invoices must reference the Purchaser's Purchase
Order number, contain an itemization of amounts for Products purchased during the applicable
invoice period and any other information reasonably requested by Purchaser, and must otherwise
comply with the provisions of this Agreement and such reasonable requirements as may be
prescribed by Purchaser from time to time. Invoices shall be addressed as directed by Purchaser.
4.3 Unless Attachment A or Supplier's Proposal (Attachment D) expressly provides
otherwise, the prices specified on Attachment A include (i) all taxes and duties of any kind
which Supplier is required to pay with respect to the sale of Products covered by this Agreement
and (ii) all charges for packing, packaging and loading.
4.4 Freight and delivery charges are handled by Supplier, as such are prepaid and
invoiced as a separate line item to the customer. Proposal prices do not include freight.
Handling charges, including unloading at the destination are the responsibility of the Purchaser.
All goods destined to Hawaii are shipped via ocean freight. Special packaging is
required for ocean freight shipments to protect the equipment in transit. Prices for these
shipments are assessed on an individual basis. Duty related charges are handled by the customer.
4.5 Except as specifically set forth on Attachments A and F, Purchaser shall not be
responsible for any additional costs or expenses of any nature incurred by Supplier in connection
with the provision of the Products, including without limitation travel expenses, clerical or
administrative personnel, long distance telephone charges, etc. ("Incidental Expenses"). To the
extent that Attachment A expressly requires Purchaser to reimburse Supplier for Incidental
Expenses, and notwithstanding anything else set forth in this Agreement, including Attachment
A, Purchaser shall not be responsible for any such reimbursement unless the expenses to be
reimbursed are (i) approved, in each instance, in advance by Purchaser; and (ii) substantiated by
appropriate receipts and related documentation. It is acknowledged and agreed that Purchaser
may, as a condition of its approval of any such Incidental Expense reimbursement, require in
each instance Supplier to utilize suppliers or service providers prescribed by Purchaser, which
may include suppliers or service providers which are affiliated with Purchaser.
4.6 Price reductions or discount increases may be offered at any time during the
contract term and shall become effective upon notice of acceptance from Purchaser.
ARTICLE 5 - INSURANCE
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During the term of this Agreement, Supplier shall maintain at its own cost and expense
(and shall cause any subcontractor to maintain) insurance policies providing insurance of the
kind and in the amounts generally carried by reasonably prudent manufacturers in the industry,
with one or more reputable insurance companies licensed to do business in the states where
Products are to be sold hereunder.
ARTICLE 6 - INDEMNIFICATION
Supplier agrees that it shall indemnify, defend and hold harmless Purchaser, its respective
officials, directors, employees and agents (collectively, the "Indemnities"), and National
Purchasing Partners 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 Indemnities by reason of, or arising out of, (i) any breach of
any covenant, representation or warranty made by Supplier in this Agreement, (ii) any failure by
Supplier to perform or fulfill any of its obligations, covenants or agreements set forth in this
Agreement, (iii) the negligence or intentional misconduct of Supplier, any subcontractor of
Supplier, or any of their respective employees or agents, (iv) any failure of Supplier, 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
Supplier under this Agreement or Supplier's performance under this Agreement, (vi) any
Employee Taxes or Unemployment Insurance, or (vii) any claim alleging that the Products 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, Purchaser or its officials, directors, employees, agents or
contractors. In addition, Supplier shall not be liable for infringement claims related to
nonstandard or special -order product, the design of which is provided to Supplier by Purchaser.
The provisions of this Article shall survive the expiration or termination of this Agreement.
LIMITATION OF LIABILITY: IN NO EVENT WILL EITHER PARTY BE LIABLE
FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY
DAMAGES IN CONNECTION WITH OR ARISING OUT OF 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.
ARTICLE 7 - WARRANTIES
Purchaser shall refer to Supplier's Proposal for all Supplier 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
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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
Supplier's sole cost and expense, elect either to (i) return any damaged, non -conforming or
defective Products to Supplier for correction or replacement, or (ii) require Supplier 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 Supplier fails
promptly to make the necessary inspection, removal and replacement, Purchaser, at its option,
may inspect and sort the Products and Supplier 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 Supplier 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, Supplier may not make any substitutions of
Products, or any portion thereof, of any kind without the prior written consent of Purchaser.
ARTICLE 10 - COMPLIANCE WITH LAWS
10.1 Supplier agrees to comply with all Applicable Laws. Without limitation of the
foregoing sentence, Supplier shall comply with all applicable equal employment opportunity,
affirmative action, and all other contract clauses required by Applicable Law and shall, at
Supplier's expense, secure and maintain in full force during the Term of this Agreement, any and
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, Supplier shall provide to Purchaser copies of any or all such licenses, permits, approvals,
authorizations, registrations and certificates.
10.2 Purchaser has taken all required governmental action to authorize its execution of
this Agreement and there is no governmental or legal impediment against Purchaser's execution
of this Agreement or performance of its obligations hereunder.
ARTICLE 11- PUBLICITY / CONFIDENTIALITY
11.1 No news releases, public announcements, advertising materials, or confirmation
of same, concerning any part of this Agreement or any Purchase Order issued hereunder shall be
issued or made without the prior written approval of the parties. Neither party shall in any
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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 Supplier or any of its affiliates shall have
disclosed or may hereafter disclose to Purchaser, and which in any way relates to the Products
covered by this Agreement shall not, unless otherwise designated by Supplier, be deemed to be
confidential or proprietary information, and shall be acquired by Purchaser, free from any
restrictions, as part of the consideration for this Agreement.
ARTICLE 12 - RIGHT TO AUDIT
Subject to Supplier's reasonable security and confidentiality procedures, Purchaser, or
any third party retained by Purchaser, may at any time upon prior reasonable notice to Supplier.
during normal business hours, audit the books, records and accounts of Supplier to the extent that
such books, records and accounts pertain to sale of any Products hereunder or otherwise relate to
the performance of this Agreement by Supplier. Supplier 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. 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 and Purchaser shall continue to have the right to audit during such period.
ARTICLE 13 - DELIVERY REOUIREMENTS
TIME IS OF THE ESSENCE WITH RESPECT TO EACH PURCHASE ORDER
ISSUED HEREUNDER. If Supplier for any reason anticipates difficulty in complying with the
required delivery date, or in meeting any of the other requirements hereunder or under any
Purchase Order, Supplier shall promptly notify Purchaser in writing. Except as otherwise
provided in Article 18 below, if Supplier does not comply with the applicable delivery schedule,
in addition to any other remedies it may have, Purchaser may require delivery by fastest method
available and any actual out-of-pocket charges or costs resulting from such method (including,
but not limited to, premium shipping rates, etc.), if any, must be fully prepaid and/or absorbed by
Supplier without additional cost to Purchaser. It is Supplier's responsibility to comply with the
delivery schedule applicable to each Purchase Order accepted by Supplier.
ARTICLE 14 - RISK OF LOSS AND PASSAGE OF TITLE
Supplier shall have the risk of loss of or damage to any Products until passage of title to
Purchaser. Purchaser shall have the risk of loss of or damage to the Products after title has passed
to Purchaser. Title to Products shall not transfer until the Products have been delivered to and
accepted by Purchaser at Purchaser's Destination.
ARTICLE 15 - REMEDIES
Except as otherwise provided herein, any right or remedy of Supplier or Purchaser set
forth in this Agreement shall not be exclusive, and, in addition thereto, Supplier and Purchaser
shall have all rights and remedies under applicable law, including without limitation, equitable
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relief. The provisions of this Article shall survive the expiration or termination of this
Agreement.
ARTICLE 16 - RELATIONSHIP OF PARTIES
Supplier 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 Supplier and Purchaser. Neither
party has the power or authority to bind or commit the other.
ARTICLE 17 - 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 Purchaser.
League of Oregon Cities
ATTN: Susan Muir
1201 Court St. NE, Suite 200
Salem, OR 97301-4194
If to Supplier:
Vortex USA Inc.
ATTN: Barb Lapierre
2605 Sagebrush Dr Suite 208
Flower Mound, TX 75028
with a copy to:
Bruce R. Busch
Senior Vice President
National Purchasing Partners, LLC
1100 Olive Way, Suite 1020
Seattle, WA 98101
Either party may change its notice address by giving the other party written notice of such
change in the manner specified above.
ARTICLE 18 - FORCE MAJEURE
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
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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 God, and delays or
failure in obtaining raw materials, supplies or transportation. A party affected by force majeure
shall promptly provide notice to the other, explaining the nature and expected duration thereof,
and shall act diligently to remedy the interruption or delay if it is reasonably capable of being
remedied. In the event of a force majeure situation, deliveries or acceptance of deliveries that
have been suspended shall not be required to be made upon the resumption of performance.
ARTICLE 19 - 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 20 - 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
Supplier without the prior written consent of Purchaser which shall not be unreasonably withheld
or delayed. Supplier shall not delegate its duties under this Agreement nor assign monies due or
to become due to it hereunder without prior written consent of Purchaser. Purchaser may freely
assign this Agreement to an instrumentality thereof or to a third party responsible for
administering this Agreement on behalf of Purchaser.
ARTICLE 21- SEVERABILITY
To the extent possible, each provision of this Agreement and any Purchase Order shall be
interpreted in such a manner as to be effective and valid under applicable law. If any provision of
this Agreement or any Purchase Order issued in accordance with this Agreement is declared
invalid or unenforceable, by judicial determination or otherwise, such provision shall not
invalidate or render unenforceable the entire Agreement or Purchase Order, but rather the entire
Agreement or Purchase Order 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 22 - INCORPORATION: ENTIRE AGREEMENT
22.1 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 Supplier's Proposal, the provisions shall be interpreted, to the extent
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possible, as if they do not conflict. In the event that such an interpretation is not possible, the
provisions set forth in the main body of this Agreement shall control.
22.2 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 23 - 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.
hereto.
ARTICLE 24 - MODIFICATIONS
This Agreement may be modified or amended only by a writing executed by both parties
ARTICLE 25 - GOVERNING LAW
This Agreement shall be governed by and interpreted in accordance with the laws of the
state in which the Purchaser exists, without regard to its choice of law provisions.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.
PURCHASER:
By:
N
Title:
LEAGUEOF OREGON CITIES
Dated: I V - V.2- I
SUPPLIER:
By:
Name: Ce S'S? k‘ 001
Title: \) l Lrc '1? 4,11 -C -S X% ip-►T
Dated: � C -i . \ t11*
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L
ATTACHMENT A
to Price Agreement by and between SUPPLIER and PURCHASER.
PRODUCTS. SERVICES. SPECIFICATIONS AND PRICES,
ATTACHMENT A
MINIUM PRICING DISCOUNT
DISCOUNTS ARF. FOR ,\ PERCENT OFF J(ARKED PRICE BASED ON MODELNUMBER.
.tLL EQUIPMENT SHALL BE NEW AND UNLSED. FACTORY SECONDS OR REMANUFACTURED
EQUIPMENT IS NOT ACCEPTABLE. STATEMENT OF WARRANTY TO BE PROVIDED BY
PROPOSER WITH ITEMS DELIVERED UNDER CONTRACT. PROPOSER M.tY @@REAK DOWN
PERCENTAGE DISCOUNT BY MANUFACTURER BY COMe`;VFIVC A SEPARATE "ATTACHMENT
A; MINIMUM PRICING DISCOUNT- FOR EACH MANUFACTURE
RETAIL
DISCOUNT
CATEGORY 1. PRFFABRICAMI) SHELTERS
CATEGORY 2: SITE AMENITIES
CATEGORY 3: SAFETY SURFACING
CATEGORY 4: AQUATIC PLAY
CATEGORY 5: SPORTS F UIPMENT
CATEGORY 6: OUTDOO ITtI�$F,QULP ENT
CATEGORY 7• .MUSICAL LA D IPMENT
CATEGORY 8: STEEL CABLE CLIMBING RO A1ING
EQUIPMENT
EQUIPMENT ACCESSORIES /
.t rTAcIIMENTs
L,-.5 9. Z—C -j
.• I
t
CATEGORY 9: CUSTOM CONMIE fLAYGROUNDS ". I
CATEGORY 10: SIISCELLANECIUS PARK EQUIPMENT ^, f
CATEGORY I 1 'c9kr C'OIaTS
i:irpcinw is• Tube i t , i
CATEGORY 13' INSTALLATION ',
Fko
k 3 /• (02 c4 o efts v.Nn
5 %. Coit C2QEeS opt
.tlternatively. ur In addition to the above discount schedule, Proposer mov provide o discount schedule by
0,udel cumber. Proposers are permitted lo add future modeb 0010 the contract provided they acre
included under the above listed Categories.
Pricing and resulting relative discoum to NPP neinbenhip s. all be c early delmeoteil on each proposal.
Contract pricing shall be based upon
II Fred discountisl off published pnce l,stist or utalugisl
21 Finn fixed once t.,th economic adlustittenl Icunungenctes for economic price adjustments must be
identified in the propusall
31 A wutbmalton oho above
'5O,000
Ste •-c
Pricing shall not include taxes or duties, freight is a separate line item.
Oregon Public Agencies are prohibited from use of products and services offered under this
contract that are already provided by qualified nonprofit agencies for disabled individuals as
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listed on the Department of Administrative Service's Procurement List ("Procurement List")
pursuant to ORS 279.835-.855. See www.OregonRehabilitation.org for more information.
Supplier shall not sell products and services identified on the Procurement List to Purchaser or
Participating Agencies within the state of Oregon or to public institutions in other states with
similar restrictions.
Pricing contained in this Attachment A shall be extended to all National Purchasing Partner
government members upon execution of the National Purchasing Partners Intergovernmental
Cooperative Purchase Agreement Participating Agency Endorsement and Authorization.
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ATTACHMENT B
to Price Agreement by and between SUPPLIER and PURCHASER.
ADDITIONAL SELLER WARRANTIES
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ATTACHMENT C
to Price Agreement by and between SUPPLIER and PURCHASER.
PARTICIPATING AGENCIES
Purchaser served as the Lead Contracting Agency in cooperation with National
Purchasing Partners and on behalf of other government agencies that desire to access the Master
Price Agreement. Supplier must deal directly with any Participating Agency concerning the
placement of orders, issuance of the purchase orders, contractual disputes, invoicing, and
payment. The Purchaser is acting as "Lead Contracting Agency" for the Participating Agencies
and shall not be held liable for any costs, damages, etc., incurred by any other Participating
Agency.
The subsequent contract 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 required
to execute a National Purchasing Partners Member Intergovernmental Cooperative Purchasing
Agreement ("IGA"), all as set forth on the National Purchasing Partners web site,
www.nongovernment.com, under the Vortex Vendor Information Page. The IGA allows the
Participating Agency to purchase products from the Supplier in accordance with each
Participating Agency's legal requirements.
I5
ATTACHMENT D
to Price Agreement by and between SUPPLIER and PURCHASER.
Supplier's Proposal
(The Supplier's Proposal is not attached hereto.)
(The Supplier's Proposal is incorporated herein.)
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ATTACHMENT E
to Price Agreement by and between SUPPLIER 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 herein.)
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ATTACHMENT F
to Price Agreement by and between SUPPLIER and PURCHASER.
VORTEX USA, INC. ADDITIONAL TERMS OF PURCHASE, IF ANY.
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