Amendment No. 1 to agreement with Rush Truck Centers of Arizona, Inc.

City of Glendale — Regular Meeting (2024-06-25)

Extracted text (via ocr_local) 42170 characters

C23-0568

AMENDMENT NO. 1
LINKING AGREEMENT
(CITY OF GLENDALE, Contract No. C23-0568)

This Amendment No. 1 (“Amendment”) to the Linking Agreement (“Agreement”) is made this

day of 2024, (“Effective Date”), by and between the City of Glendale, an Arizona

municipal corporation (“City”) and Rush Truck Centers of Arizona, Inc., a Delaware corporation,
authorized to do business in Arizona (“Contractot”).

RECITALS

City and Rush Truck Centers of Arizona, Inc. (“Contractor”) previously entered into Linking
Agreement, Contract No. C23-0568, dated June 15, 2023 (“Agreement”); and

City and Contractor wish to modify and amend the Agreement subject to and strictly in
accordance with the terms of this Amendment.

AGREEMENT

In consideration of the mutual promises set forth herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the City and Contractor hereby agree
as follows:

Recitals. The recitals set forth above are not metely recitals but form an integral part of this
Amendment.

Term. The term of the Agreement is unchanged.

Scope of Work. With this Amendment, the City is authorizing additional purchases of Class
5-8 Chassis Vehicles with related equipment ordered to meet the City's specifications. These
medium—and heavy-duty truck models will be ordered as needed, using the current budget
forecasting per the established vehicle replacement schedule and policy. The general Scope of
Work is increasing due to the need for additional Solid Waste truck replacements and market
inflation, and The City does not guarantee any minimum quantity.

Compensation. The original compensation amount of $3,000,000 is increased by $4,000,000,
for a maximum of $7,000,000 over the entite term of the Agreement (initial term plus any
renewals).

Insurance Certificate. Current certificate will expire on March 1, 2025 and a new certificate
applying to the extended term must be provided prior to this date to Materials Management
and the Contract Administrator.

Non-discrimination. Contractor must not discriminate against any employee or applicant
for employment on the basis of race, color, religion, sex, national origin, age, marital status,
sexual orientation, gender identity or expression, genetic characteristics, familial status, U.S.
military veteran status or any disability. Contractor will require any Sub-contractor to be bound

05/10/2023

10.

to the same requirements as stated within this section. Contractor, and on behalf of any
subcontractors, warrants compliance with this section.

No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the
parties hereby certify that they are not currently engaged in, and agree for the duration of the
Agreement to not engage in, a boycott of goods or services from Israel, as that term is defined
in A.R.S § 35-393.

Uyghur Forced Labor Prevention Act (UFLPA). Contractor certifies that it does not
currently, and during the term of this Agreement, will not use:

(a) the forced labor of ethnic Uyghurs in the People’s Republic of China;

(b) any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and

(¢) any contractors, subcontractors or suppliers that use the forced labor or any goods or
services produced by the forced labor of ethnic Uyghurs in the People’s Republic of
China.

Attestation of PCI Compliance. When applicable, the Contractor will provide the City
annually with a Payment Card Industry Data Security Standard (PCI DSS) attestation of
compliance certificate signed by an officer of Contractor with oversight responsibility.

Ratification of Agreement. City and Contractor hereby agree that except as expressly
provided herein, the provisions of the Agreement shall be, and remain in full force and effect
and that if any provision of this Amendment conflicts with the Agreement, then the provisions
of this Amendment shall prevail.

(Signatures on the following page.]

05/10/2023

ATTEST:

CITY OF GLENDALE, an Arizona
municipal corporation

Kevin R. Phelps, City Manager

Julie K Bower, City Clerk

APPROVED AS TO FORM:

SEAL)

Michael D. Bailey, City Attorney

Rush Truck Centess of Arizona, Inc,
a Delaware corporation

By: _Chris Refa
Its: Regional General Manager

05/10/2023

AMENDMENT NO. 1
LINKING AGREEMENT
(CITY OF GLENDALE, Contract No. C23-0568)

EXHIBIT A
SOURCEWELL
CONTRACT NO. 060920-PMC
CLASS 5-8 CHASSIS WITH RELATED EQUIPMENT

May 5, 2023
TO: Whom It May Concern
Re: Authorized Dealer

Rush Truck Center Phoenix, located in Tolleson, Arizona, is an authorized dealer for
Peterbilt Motors Company medium and heavy-duty truck models. A complete list of
authorized Peterbilt dealers can be found at https://www.peterbilt.com/products-
services/dealers.

Charles Cook

Vocational Sales Manager — Refuse
Peterbilt Motors Company

PETERBILT MOTORS COMPANY 1700 WOODBROOK STREET DENTON, TEXAS 76205-7864 (940) 591-4000
ADIVISION OF PACCAR P.O, BOX 90208 DENTON, TEXAS 76202-5208

AMENDMENT NO. 1
LINKING AGREEMENT
(CITY OF GLENDALE, Contract No. C23-0568)

EXHIBIT B
Scope of Work

PROJECT

With this Amendment, the City is authorizing additional purchases of Class 5-8 Chassis Vehicles with
related equipment to meet the City's specifications. These medium—and heavy-duty truck models will
be ordered as needed, using the current budget forecasting per the established vehicle replacement
schedule and policy. The general Scope of Work is increasing due to the need for additional Solid
Waste truck replacements and market inflation, and The City does not guarantee any minimum

quantity.

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~ *
Sourcewell a\
Solicitation Number: RFP #060920

CONTRACT

This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN
56479 (Sourcewell) and Peterbilt Motors Company, 1700 Woodbrook Street, Denton, TX 76205
(Vendor).

Sourcewell is a State of Minnesota local government agency and service cooperative created
under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers
cooperative procurement solutions to government entities. Participation is open to federal,
state/province, and municipal governmental entities, higher education, K-12 education,
nonprofit, tribal government, and other public entities located in the United States and Canada.

Vendor desires to contract with Sourcewell to provide equipment, products, or services to
Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts
(Participating Entities).

1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.
B. EXPIRATION DATE AND EXTENSION. This Contract expires August 1, 2024, unless it is
cancelled sooner pursuant to Article 24. This Contract may be extended up to one additional

one-year period upon request of Sourcewell and with written agreement by Vendor.

C. SURVIVAL OF TERMS. Articles 11 through 16 survive the expiration or cancellation of this
Contract.

2. EQUIPMENT, PRODUCTS, OR SERVICES
A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or
Services as stated in its Proposal submitted under the Solicitation Number listed above.
Vendor’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated

into this Contract.

All Equipment and Products provided under this Contract must be new/current model. Vendor
may offer close-out or refurbished Equipment or Products if they are clearly indicated in

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Vendor's product and pricing list. Unless agreed to by the Participating Entities in advance,
Equipment or Products must be delivered as operational to the Participating Entity’s site.

This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated,
sales and sales volume are not guaranteed.

B. WARRANTY. Vendor warrants that all Equipment, Products, and Services furnished are free
from liens and encumbrances, and are free from defects in design, materials, and workmanship.
In addition, Vendor warrants the Equipment, Products, and Services are suitable for and will
perform in accordance with the ordinary use for which they are intended. Vendor's dealers and
distributors must agree to assist the Participating Entity in reaching a resolution in any dispute
over warranty terms with the manufacturer. Any manufacturer’s warranty that is effective past
the expiration of the Vendor’s warranty will be passed on to the Participating Entity.

C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution, Vendor will
make available to Sourcewell a means to validate or authenticate Vendor's authorized dealers,
distributors, and/or resellers relative to the Equipment, Products, and Services related to this
Contract. This list may be updated from time-to-time and is incorporated into this Contract by
reference. It is the Vendor's responsibility to ensure Sourcewell receives the most current
version of this list.

3. PRICING

All Equipment, Products, or Services under this Contract will be priced as stated in Vendor’s
Proposal.

When providing pricing quotes to Participating Entities, all pricing quoted must reflect a
Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered
Equipment, Products, and Services that are operational for their intended purpose, and
includes all costs to the Participating Entity’s requested delivery location.

Regardless of the payment method chosen by the Participating Entity, the total cost associated
with any purchase option of the Equipment, Products, or Services must always be disclosed in
the pricing quote to the applicable Participating Entity at the time of purchase.

A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly
packaged. Damaged Equipment and Products may be rejected. If the damage is not readily
apparent at the time of delivery, Vendor must permit the Equipment and Products to be
returned within a reasonable time at no cost to Sourcewell or its Participating Entities.
Participating Entities reserve the right to inspect the Equipment and Products at a reasonable
time after delivery where circumstances or conditions prevent effective inspection of the
Equipment and Products at the time of delivery.

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Vendor’s Dealer will perform a Pre-Delivery Inspection (PD!) which is included in the price of the
vehicle. Any issues with the Equipment or Products will be addressed at PDI and corrected
through the Vendor warranty process.

Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally
delivers substandard or inferior Equipment or Products. In the event of the delivery of
nonconforming Equipment and Products, the Participating Entity will notify the Vendor as soon
as possible and the Vendor will replace nonconforming Equipment and Products with
conforming Equipment and Products that are acceptable to the Participating Entity.

B. SALES TAX. Each Participating Entity is responsible for supplying the Vendor with valid tax-
exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax-
exempt entity.

C. HOT LIST PRICING. At any time during this Contract, Vendor may offer a specific selection
of Equipment, Products, or Services at discounts greater than those listed in the Contract.
When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to
Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed
from the Hot List at any time through a Sourcewell Price and Product Change Form as defined
in Article 4 below.

Hot List program and pricing may also be used to discount and liquidate close-out and
discontinued Equipment and Products as long as those close-out and discontinued items are
clearly identified as such. Current ordering process and administrative fees apply. Hot List
Pricing must be published and made available to all Participating Entities.

4. PRODUCT AND PRICING CHANGE REQUESTS

Vendor may request Equipment, Product, or Service changes, additions, or deletions at any
time. All requests must be made in writing by submitting a signed Sourcewell Price and Product
Change Request Form to the assigned Sourcewell Contract Administrator. This form is available
from the assigned Sourcewell Contract Administrator. At a minimum, the request must:

Identify the applicable Sourcewell contract number;

e Clearly specify the requested change;

e Provide sufficient detail to justify the requested change;

e Individually list all Equipment, Products, or Services affected by the requested change,
along with the requested change (e.g., addition, deletion, price change); and

© Include a complete restatement of pricing documentation in Microsoft Excel with the
effective date of the modified pricing, or product addition or deletion. The new pricing
restatement must include all Equipment, Products, and Services offered, even for those
items where pricing remains unchanged.

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A fully executed Sourcewell Price and Product Request Form will be become an
amendment to this Contract and be incorporated by reference.

5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS

A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and
nonprofit entities across the United States and Canada; such as federal, state/province,
municipal, K-12 and higher education, tribal government, and other public entities.

The benefits of this Contract should be available to all Participating Entities that can legally
access the Equipment, Products, or Services under this Contract. A Participating Entity’s
authority to access this Contract is determined through its cooperative purchasing, interlocal,
or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service
Member of Sourcewell during such time of access. Vendor understands that a Participating
Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating
Entities reserve the right to obtain like Equipment, Products, or Services from any other source.

Vendor is responsible for familiarizing its sales and service forces with Sourcewell contract use
eligibility requirements and documentation and will encourage potential members to join
Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster
during the term of this Contract.

B. PUBLIC FACILITIES. Vendor’s employees may be required to perform work at government-
owned facilities, including schools. Vendor’s employees and agents must conduct themselves in
a professional manner while on the premises, and in accordance with Participating Entity
policies and procedures, and all applicable laws.

6. PARTICIPATING ENTITY USE AND PURCHASING

A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under
this Contract, a Participating Entity must clearly indicate to Vendor that it intends to access this
Contract; however, order flow and procedure will be developed jointly between Sourcewell and
Vendor. Typically, a Participating Entity will issue an order directly to Vendor's Dealer,
referencing Vendor’s contract number. If a Participating Entity issues a purchase order, it may
use its own forms, but the purchase order should clearly note the applicable Sourcewell
contract number. All Participating Entity orders under this Contract must be issued prior to
expiration of this Contract; however, Vendor performance, Participating Entity payment, and
any applicable warranty periods or other Vendor or Participating Entity obligations may extend
beyond the term of this Contract.

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Vendor's acceptable forms of payment are included in Attachment A. Participating Entities will
be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of
any Participating Entity.

B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and
conditions to a purchase order may be negotiated between a Participating Entity and Vendor,
such as job or industry-specific requirements, legal requirements (e.g., affirmative action or
immigration status requirements), or specific local policy requirements. Some Participating
Entitles may require the use of a Participating Addendum; the terms of which will be worked
out directly between the Participating Entity and the Vendor. Any negotiated additional terms
and conditions must never be less favorable to the Participating Entity than what is contained in
this Contract.

C. PERFORMANCE BOND. If requested by a Participating Entity, Vendor's Dealer will provide a
performance bond that meets the requirements set forth in the Participating Entity’s order.

D. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires
service or specialized performance requirements (such as e-commerce specifications,
specialized delivery requirements, or other specifications and requirements) not addressed in
this Contract, the Participating Entity and the Vendor may enter into a separate, standalone
agreement, apart from this Contract. Sourcewell, including its agents and employees, will not
be made a party to a claim for breach of such agreement.

E. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or
in part, immediately upon notice to Vendor in the event of any of the following events:

1. The Participating Entity fails to receive funding or appropriation from its governing body
at levels sufficient to pay for the goods to be purchased;

2. Federal, state, or provincial laws or regulations prohibit the purchase or change the
Participating Entity’s requirements; or

3. Vendor commits any material breach of this Contract or the additional terms agreed to
between the Vendor and a Participating Entity.

F. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a
Participating Entity’s order will be determined by the Participating Entity making the purchase.

7. CUSTOMER SERVICE
A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to

Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is
changed. The Account Representative will be responsible for:

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© Maintenance and management of this Contract;
e Timely response to all Sourcewell and Participating Entity inquiries; and
¢ Business reviews to Sourcewell and Participating Entities, if applicable.

B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with
Sourcewell per contract year. The business review will cover sales to Participating Entities,
pricing and contract terms, administrative fees, supply issues, customer issues, and any other
necessary information.

8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT

A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract
sales activity report (Report) to the Sourcewell Contract Administrator assigned to this
Contract. A Report must be provided regardless of the number or amount of sales during that
quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made).

The Report must contain the following fields:

e Customer Name (e.g., City of Staples Highway Department);
e Customer Physical Street Address;

e Customer Zip Code;

e Customer Contact Email Address;

e Customer Contact Telephone Number;

e Sourcewell Administrative Fee Applied; and

B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell,
the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and
Services provided to Participating Entities. The Administrative Fee must be included in, and not
added to, the pricing. Vendor may not charge Participating Entities more than the contracted
price to offset the Administrative Fee.

The Vendor will submit a check payable to Sourcewell for the administrative fee amount stated
in the Proposal multiplied by the total number of trucks purchased by Participating Entities
under this Contract during each calendar quarter. Payments should note the Sourcewell-
assigned contract number in the memo and must be mailed to the address above “Attn:

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Accounts Receivable.” Payments must be received no later than 45 calendar days after the end
of each calendar quarter.

Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to
ensure that the administrative fee is paid on all items purchased under this Contract.

In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell
reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in
any subsequent solicitation. In the event this Contract is cancelled by either party prior to the
Contract’s expiration date, the administrative fee payment will be due no more than 30 days
from the cancellation date.

9. AUTHORIZED REPRESENTATIVE

Sourcewell's Authorized Representative is its Chief Procurement Officer.

Vendor's Authorized Representative is the person named in the Vendor's Proposal. If Vendor’s
Authorized Representative changes at any time during this Contract, Vendor must promptly
notify Sourcewell in writing.

10. ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE

A. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or
obligations under this Contract without the prior consent of the parties and a fully executed
assignment agreement. Such consent will not be unreasonably withheld.

B. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective
until it has been fully executed by the parties.

C. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not
waive the provision or the right to enforce it.

D. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between
Sourcewell and Vendor. No other understanding regarding this Contract, whether written or
oral, may be used to bind either party.

E. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent
contractors, each free to exercise judgment and discretion with regard to the conduct of their
respective businesses. This Contract does not create a partnership, joint venture, or any other
relationship such as master-servant, or principal-agent.

11. LIABILITY

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Vendor must indemnify, save, and hold Sourcewell and its Participating Entities, including their
agents and employees, harmless from any claims or causes of action, including attorneys’ fees,
arising out of the performance of this Contract by the Vendor or its agents or employees; this
indemnification includes injury or death to person(s) or property alleged to have been caused
by some defect in the Equipment, Products, or Services under this Contract to the extent the
Equipment, Product, or Service has been used according to its specifications.

12. AUDITS

Sourcewell reserves the right to review the books, records, documents, and accounting
procedures and practices of the Vendor relevant to this Contract for a minimum of 6 years from
the end of this Contract. This clause extends to Participating Entities as it relates to business
conducted by that Participating Entity under this Contract.

13. GOVERNMENT DATA PRACTICES

Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act,
Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell
under this Contract and as it applies to all data created, collected, received, stored, used,
maintained, or disseminated by the Vendor under this Contract.

If the Vendor receives a request to release the data referred to in this article, the Vendor must
immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond
to the request.

14, INDEMNIFICATION

As applicable, Vendor agrees to indemnify and hold harmless Sourcewell and its Participating
Entities against any and all suits, claims, judgments, and costs instituted or recovered against
Sourcewell or Participating Entities by any person on account of the use of any Equipment or
Products by Sourcewell or its Participating Entities supplied by Vendor in violation of applicable
patent or copyright laws.

15. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT

A. INTELLECTUAL PROPERTY
1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Vendor a royalty-free, worldwide, non-exclusive right and
license to use theTrademark(s) provided to Vendor by Sourcewell in advertising and
promotional materials for the purpose of marketing Sourcewell’s relationship with
Vendor.

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b. Vendor grants to Sourcewell a royalty-free, worldwide, non-exclusive right and
license to use Vendor's Trademarks in advertising and promotional materials for the
purpose of marketing Vendor's relationship with Sourcewell.
2. Limited Right of Sublicense. The right and license granted herein includes a limited right
of each party to grant sublicenses to its and their respective distributors, marketing
representatives, and agents (collectively “Permitted Sublicensees”) in advertising and
promotional materials for the purpose of marketing the Parties’ relationship to Participating
Entities. Any sublicense granted will be subject to the terms and conditions of this Article.
Each party will be responsible for any breach of this Article by any of their respective
sublicensees.
3. Use; Quality Control.
a. Sourcewell must not alter Vendor’s Trademarks from the form provided by
Vendor and must comply with Vendor’s removal requests as to specific uses of its
trademarks or logos.
b. Vendor must not alter Sourcewell’s Trademarks from the form provided by
Sourcewell and must comply with Sourcewell’s removal requests as to specific uses
of its trademarks or logos.
c. Each party agrees to use, and to cause its Permitted Sublicensees to use, the
other party’s Trademarks only in good faith and in a dignified manner consistent
with such party's use of the Trademarks. Upon written notice to the breaching party,
the breaching party has 30 days of the date of the written notice to cure the breach
or the license will be terminated.
4. Termination. Upon the termination of this Contract for any reason, each party, including
Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites,
and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed
catalog of vendors which may be used until the next printing). Vendor must return all
marketing and promotional materials, including signage, provided by Sourcewell, or dispose
of it according to Sourcewell’s written directions.

B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released
without prior written approval from the Authorized Representatives. Publicity includes notices,
informational pamphlets, press releases, research, reports, signs, and similar public notices
prepared by or for the Vendor individually or jointly with others, or any subcontractors, with
respect to the program, publications, or services provided resulting from this Contract.

C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be
approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator
assigned to this Contract.

D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment,
Products, or Services.

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16. GOVERNING LAW, JURISDICTION, AND VENUE

Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its
breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls,
Minnesota.

17. FORCE MAJEURE

Neither party to this Contract will be held responsible for delay or default caused by acts of God
or other conditions that are beyond that party’s reasonable control. A party defaulting under
this provision must provide the other party prompt written notice of the default.

18. SEVERABILITY

If any provision of this Contract is found to be illegal, unenforceable, or void then both
Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the
remainder of this Contract is capable of performance, it will not be affected by such declaration
or finding and must be fully performed.

19, PERFORMANCE, DEFAULT, AND REMEDIES

A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and
address unresolved contract issues as follows:

1. Notification. The parties must promptly notify each other of any known dispute and
work in good faith to resolve such dispute within a reasonable period of time. If necessary,
Sourcewell and the Vendor will jointly develop a short briefing document that describes the
issue(s), relevant impact, and positions of both parties.

2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified
above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher
level of management. The Vendor will have 30 calendar days to cure an outstanding issue.
3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the
Vendor must continue without delay to carry out all of its responsibilities under the
Contract that are not affected by the dispute. If the Vendor fails to continue without delay
to perform its responsibilities under the Contract, in the accomplishment of all undisputed
work, any additional costs incurred by Sourcewell and/or its Participating Entities as a result
of such failure to proceed will be borne by the Vendor.

B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract,
or any Participating Entity order under this Contract, in default:

1. Nonperformance of contractual requirements, or
2. Amaterial breach of any term or condition of this Contract.

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Written notice of default and a reasonable opportunity to cure must be issued by the party
claiming default. Time allowed for cure will not diminish or eliminate any liability for liquidated
or other damages. If the default remains after the opportunity for cure, the non-defaulting
party may:

e Exercise any remedy provided by law or equity, or
* Terminate the Contract or any portion thereof, including any orders issued against the
Contract.

20. INSURANCE

A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at
all times during the performance of this Contract with insurance company(ies) licensed or
authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better,
with coverage and limits of insurance not less than the following:

i. Workers’ Compensation and Employer’s Liability.
Workers’ Compensation: As required by any applicable law or regulation.
Employer's Liability Insurance: must be provided in amounts not less than listed below:
Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease

2. Commercial General Liability Insurance. Vendor will maintain insurance covering
its operations, with coverage on an occurrence basis, and must be subject to terms no
less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form
CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include
liability arising from premises, operations, bodily injury and property damage,
independent contractors, products-completed operations including construction defect,
contractual liability, blanket contractual liability, and personal injury and advertising
injury. All required limits, terms and conditions of coverage must be maintained during
the term of this Contract.

Minimum Limits:

$1,000,000 each occurrence Bodily Injury and Property Damage

$1,000,000 Personal and Advertising Injury

$2,000,000 aggregate for Products-Completed operations

$2,000,000 general aggregate

3. Commercial Automobile Liability Insurance. During the term of this Contract,

Vendor will maintain insurance covering all owned, hired, and non-owned automobiles
in limits of liability not less than indicated below. The coverage must be subject to terms

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no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer),
or equivalent.

Minimum Limits:

$1,000,000 each accident, combined single limit

4. Umbrella Insurance. During the term of this Contract, Vendor will maintain
umbrella coverage over Workers’ Compensation, Commercial General Liability, and
Commercial Automobile.

Minimum Limits:

$2,000,000

5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Professional
Liability. During the term of this Contract, Vendor will maintain coverage for all claims
the Vendor may become legally obligated to pay resulting from any actual or alleged
negligent act, error, or omission related to Vendor’s professional services required
under this Contract.

Minimum Limits:

$2,000,000 per claim or event

$2,000,000 — annual aggregate

6. Network Security and Privacy Liability Insurance. During the term of this
Contract, Vendor will maintain coverage for network security and privacy liability. The
coverage may be endorsed on another form of liability coverage or written ona
standalone policy. The insurance must cover claims which may arise from failure of
Vendor’s security resulting in, but not limited to, computer attacks, unauthorized
access, disclosure of not public data — including but not limited to, confidential or
private information, transmission of a computer virus, or denial of service.

Minimum limits:

$2,000,000 per occurrence

$2,000,000 annual aggregate

Failure of Vendor to maintain the required insurance will constitute a material breach entitling
Sourcewell to immediately terminate this Contract for default.

B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish
to Sourcewell a certificate of insurance, as evidence of the insurance required under this
Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to
Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the
Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by
a person authorized by the insurer(s) to bind coverage on their behalf. All policies must include
there will be no cancellation, suspension, non-renewal, or reduction of coverage without 30
days’ prior written notice to the Vendor.

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Upon request, Vendor must provide to Sourcewell copies of applicable policies and
endorsements, within 10 days of a request. Failure to request certificates of insurance by
Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves
Vendor of its duties and responsibilities in this Contract.

C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY
INSURANCE CLAUSE. Vendor agrees to list Sourcewell and its Participating Entities, including
their officers, agents, and employees, as an additional insured under the Vendor’s commercial
general liability insurance policy with respect to liability arising out of activities, “operations,” or
“work” performed by or on behalf of Vendor, and products and completed operations of
Vendor. The policy provision(s) or endorsement(s) must further provide that coverage is
primary and not excess over or contributory with any other valid, applicable, and collectible
insurance or self-insurance in force for the additional insureds.

D, WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or
otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional
insureds for losses paid under the insurance policies required by this Contract or other
insurance applicable to the Vendor or its subcontractors. The waiver must apply to all
deductibles and/or self-insured retentions applicable to the required or any other insurance
maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require
similar written express waivers of subrogation and insurance clauses from each of its
subcontractors.

E. UMBRELLA/EXCESS LIABILITY. The limits required by this Contract can be met by either
providing a primary policy or in combination with umbrella/excess liability policy(ies).

F. SELF-INSURED RETENTIONS. Any self-insured retention in excess of $10,000 is subject to
Sourcewell’s approval.

21. COMPLIANCE
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this
Contract must comply fully with applicable federal laws and regulations, and with the laws in
the states and provinces in which the Equipment, Products, or Services are sold.
B. LICENSES. Vendor must maintain a valid and current status on all required federal,
state/provincial, and local licenses, bonds, and permits required for the operation of the
business that the Vendor conducts with Sourcewell and Participating Entities.

22. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION

Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in
writing certain information to Sourcewell related to bankruptcy actions. If at any time during

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this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in
writing.

Vendor certifies and warrants that neither it nor its principals are presently debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs
operated by the State of Minnesota; the United States federal government or the Canadian
government, as applicable; or any Participating Entity. Vendor certifies and warrants that
neither it nor its principals have been convicted of a criminal offense related to the subject
matter of this Contract. Vendor further warrants that it will provide immediate written notice
to Sourcewell if this certification changes at any time.

23. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER
UNITED STATES FEDERAL AWARDS OR OTHER AWARDS

Participating Entities that use United States federal grant or FEMA funds to purchase goods or
services from this Contract may be subject to additional requirements including the
procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit
Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may also require
additional requirements based on specific funding specifications. Within this Article, all
references to “federal” should be interpreted to mean the United States federal government.
The following list only applies when a Participating Entity accesses Vendor's Equipment,
Products, or Services with United States federal funds.

A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all
contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-
1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in
accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319,
12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending
Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing
regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal
Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated
herein by reference.

B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal
program legislation, all prime construction contracts in excess of $2,000 awarded by non-
federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. §
3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5,
“Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted
Construction”). In accordance with the statute, contractors must be required to pay wages to
laborers and mechanics at a rate not less than the prevailing wages specified in a wage
determination made by the Secretary of Labor. In addition, contractors must be required to pay
wages not less than once a week. The non-federal entity must place a copy of the current
prevailing wage determination issued by the Department of Labor in each solicitation. The

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