Linking Agreement with Genuine Parts Company

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
GENUINE PARTS COMPANY DBA NAPA INTEGRATED BUSINESS SOLUTIONS

This Linking Agreement (“Agreement”) is entered into as of this day of , 2024, between the
City of Glendale, an Arizona municipal corporation (“City”), and Genuine Parts Company dba NAPA
Integrated Business Solutions, a Georgia corporation, authorized to do business in Arizona (“Contractor”),
collectively, the “Parties.”

RECITALS

A. On December 23, 2020, Genuine Parts Company dba NAPA Integrated Business Solutions, a
member of the Sourcewell Cooperative Purchasing Program, enteted into a contract with Contractor
to purchase the goods and services described in the Fleet and Facility Related Vendor Management
Inventory and Logistics Management Solutions, Contract No. 110520-GPC (“Cooperative
Agreement”), which is attached hereto as Exhibit A. The Cooperative Agreement allows its
cooperative use by other governmental agencies, including the City.

B. Section 2-149 of the City’s Procurement Code permits the Materials Manager to procure goods and
services by participating with other governmental units in cooperative purchasing agreements when
the best interests of the City would be served.

Cc. Section 2-149 also provides that the Materials Manager may enter into such cooperative agreements
without meeting the formal or informal solicitation and bid requirements of Glendale City Code
Sections 2-145 and 2-146.

D. The City wishes to contract with Contractor for supplies or services identical to those being provided
to other units of government under the Cooperative Agreement. Contractor consents to the City’s
cooperative use of the terms and conditions of the Cooperative Agreement, and agrees to provide
the supplies and services set forth in the Statement of Work appended hereto as Exhibit B.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated by reference, and
the covenants and promises contained in this Linking Agreement, the patties agree as follows:

1. Term of Agreement.

A. As provided in the Cooperative Agreement, purchases can be made by governmental entities
from the date of award, which was December 23, 2020, until the date the contract terminates
on December 29, 2025, unless the term is extended by mutual agreement of the parties to
the Cooperative Agreement. The Cooperative Agreement, however, may not be extended
beyond December 29, 2025. The initial period of this Agreement is the period from the
Effective Date of this Agreement until December 29, 2025.

2. Scope of Work: Terms, Conditions, and Specifications.

10/05/2023

10.

A. Contractor shall provide City the supplies and/or services identified in the Scope of Work
attached as Exhibit B.

B. Contractor agrees to comply with all the terms, conditions and specifications of the
Cooperative Purchasing Agreement. Such terms, conditions and specifications are
specifically incorporated into and ate an enforceable part of this Agreement.

Compensation.

A. City shall pay Contractor compensation at the same rate and on the same schedule as
provided in the Cooperative Purchasing Agreement, which is attached hereto as Exhibit C.

B. The total purchase price for the supplies and/or services purchased under this Agreement
shall not exceed five million seven hundred fifty-four thousand dollars ($5,754,000) for the
entire term of the Agreement (initial term plus any extensions).

Cancellation. This Agreement may be cancelled pursuant to A.R.S. § 38-511.

Non-discrimination. Contractor must not discriminate against any employee ot applicant for
employment on the basis of race, color, religion, sex, national otigin, 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 to the same
requirements as stated within this section. Contractor, and on behalf of any subcontractors, wartants
compliance with this section.

Insurance Certificate. A certificate of insurance applying to this Agreement must be provided to the
City prior to the Effective Date.

E-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the requirements of
ARS. § 41-4401.

No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the patties
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

c. 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 tesponsibility.

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11. Notices. Any notices that must be provided undet this Agreement shall be sent to the Parties’
respective authorized representatives at the address listed below:

City of Glendale

c/o Craig Ctoner, Deputy Diréctor - Fleet Management
6210 W. Myrtle Avenue, #111

Glendale, AZ 85301

and

Genuine Parts Company dba NAPA Integrated Business Solutions
c/o Jerry Moreno

2811 W. Thomas Road

Phoenix, AZ 85017

IN WITNESS WHEREOF, the parties hereto have executed this Agtcement as of the date and year set
forth above.

“City” “Contractor”
City of Glendale, an Arizona Genuine Parts Company,
municipal corporation dba NAPA Integrated Business Solutions,
a Georgia corporation
By: By: ES
Kevin R. Phelps Name: Dan Wilsoh——
City Manager Title: Division Vice President
ATTEST:
Julie K. Bower (SEAL)
City Clerk
APPROVED AS TO FORM:
Michael D. Bailey
City Attorney
3

10/05/2023

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
GENUINE PARTS COMPANY DBA NAPA INTEGRATED BUSINESS SOLUTIONS

EXHIBIT A
SOURCEWELL
CONTRACT NO. 110520-GPC
FLEET AND FACILITY RELATED VENDOR MANAGED INVENTORY AND LOGISTICS
MANAGEMENT SOLUTIONS

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Sourcewell >a

CONTRACT EXTENSION

Contract Number: #110520-GPC

Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and
Genuine Parts Company-NAPA Integrated Business Solutions (Vendor) 2999 Wildwood
Parkway, Atlanta, GA 20229 have entered into Contract #110520-GPC for the procurement of
Fleet and Facility Related Vendor Managed Inventory and Logistics Management Solutions. The
Contract has an expiration date of December 29, 2024, but the parties may extend the Contract
by mutual consent.

Sourcewell and Sourcewell’s Members. Vendor and Sourcewell agree to extend the Contract
listed above for an additional period, with a new Contract expiration date of December 29,

} Sourcewell and Vendor acknowledge that extending the Contract benefits the Vendor, ;
2025. All other terms and conditions of the Contract remain in full force and effect.

Sourcewell Genuine Parts Company-NAPA Integrated
Business Solutions

DocuSigned by: DocuSigned by:

Jeremy Swarts Er Kolrycl
By: COFD2A 139006489... By: -AQ4FEA2A641D422...
Jeremy Schwartz Bret Robyck
Title: Chief Procurement Officer Title:
7/14/2023 | 9:01 AM CDT 7/14/2023 | 9:51 AM PDT
Date: Date:

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Sourcewell a
Solicitation Number: RFP #110520

CONTRACT

This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN
56479 (Sourcewell) and Genuine Parts Company d.b.a. NAPA Integrated Business Solutions,
2999 Wildwood Parkway, Atlanta, GA 30339 (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 December 29, 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. All products supplied to a Participating Entity under the Contract are subject
to the terms of written warranties provided by the manufacturer of each product, and Vendor
shall use reasonable commercial efforts to assist the Participating Entity in processing all
warranty claims that the Participating Entity may have against a manufacturer. The
manufacturer's warranty will be the sole and exclusive remedy of the Participating Entity in
connection with any claims concerning the products supplied under the Contract. Copies of the
manufacturers’ warranties will be made available to the Participating Entity upon request.
Vendor will pass through all available warranty benefits from the applicable manufacturer to
the Participating Entity to the extent permitted by contract or law.

Cc. 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

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time after delivery where circumstances or conditions prevent effective inspection of the
Equipment and Products at the time of delivery.

Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive
in a defective or inoperable condition.

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:

e Identify the applicable Sourcewell contract number;

e Clearly specify the requested change;

¢ 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

e 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

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restatement must include all Equipment, Products, and Services offered, even for those
items where pricing remains unchanged.

A fully executed Sourcewell Price and Product Request Form will 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 participating entities
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. 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 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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e Maintenance and management of this Contract;
e Timely response to all Sourcewell and Participating Entity inquiries; and
e 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 City;

e Customer State/Province;

e Customer Zip Code;

e Customer Contact Name;

e Customer Contact Email Address;

e Customer Contact Telephone Number;

e Sourcewell Assigned Entity/Participating Entity Number;

@ item Purchased Description;

e Item Purchased Price;

© Sourcewell Administrative Fee Applied; and

e Date Purchase was invoiced/sale was recognized as revenue by Vendor.

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 percentage of administrative fee
stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services
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

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address above “Attn: 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.

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11. LIABILITY

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 violation of applicable patent
or copyright laws related to intellectual property rights owned, or represented as owned, by
Vendor. Vendor will not provide copyright, trademark, or patent indemnity to Sourcewell or its
Participating Entities for Equipment or Products supplied under the Contract which Vendor
does not manufacture. Vendor will use reasonable commercial efforts to assist the Participating
Entity in prosecuting any infringement indemnification claim against the applicable
manufacturer.

15. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT

A. INTELLECTUAL PROPERTY
1. Grant of License. During the term of this Contract:

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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.
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.

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

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. \f 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:

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

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 permitted by the Contract. If the default remains after the opportunity for
cure, the non-defaulting party may:

e Exercise any remedy provided by law or equity, or
e 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:

1. 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

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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
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. 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.

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

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“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/SELF-INSURED RETENTION. The limits required by this
Contract can be met by either providing a primary policy or in combination with
umbrella/excess liability policy(ies), or self-insured retention.

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
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.

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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 provided that any such
additional requirements must be accepted in writing by Vendor for any such requirements to
be binding on Vendor. 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
decision to award a contract or subcontract must be conditioned upon the acceptance of the
wage determination. The non-federal entity must report all suspected or reported violations to
the federal awarding agency. The contracts must also include a provision for compliance with
the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor
regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work
Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that
each contractor or subrecipient must be prohibited from inducing, by any means, any person
employed in the construction, completion, or repair of public work, to give up any part of the
compensation to which he or she is otherwise entitled. The non-federal entity must report

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all suspected or reported violations to the federal awarding agency. Vendor must be in
compliance with all applicable Davis-Bacon Act provisions.

C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where
applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve
the employment of mechanics or laborers must include a provision for compliance with 40
U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).
Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of
every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess
of the standard work week is permissible provided that the worker is compensated at a rate of
not less than one and a half times the basic rate of pay for all hours worked in excess of 40
hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction
work and provide that no laborer or mechanic must be required to work in surroundings or
under working conditions which are unsanitary, hazardous or dangerous. These requirements
do not apply to the purchases of supplies or materials or articles ordinarily available on the
open market, or contracts for transportation or transmission of intelligence. This provision is
hereby incorporated by reference into this Contract. Vendor certifies that during the term of an
award for all contracts by Sourcewell resulting from this procurement process, Vendor must
comply with applicable requirements as referenced above.

D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award
meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or
subrecipient wishes to enter into a contract with a small business firm or nonprofit organization
regarding the substitution of parties, assignment or performance of experimental,
developmental, or research work under that “funding agreement,” the recipient or subrecipient
must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit
Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative
Agreements,” and any implementing regulations issued by the awarding agency. Vendor
certifies that during the term of an award for all contracts by Sourcewell resulting from this
procurement process, Vendor must comply with applicable requirements as referenced above.

E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL
ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require
the non-federal award to agree to comply with all applicable standards, orders or regulations
issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution
Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal
awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor
certifies that during the term of this Contract will comply with applicable requirements as
referenced above.

F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award

(see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions
in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R.

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