Linking Agreement with TT Faster LLC

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
TT FASTER, LLC DBA FASTER ASSET 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 TT Faster, LLC dba Faster Assct Solutions,
a Delaware limited liability company, authorized to do business in Arizona (“Contractor”), collectively, the
“Parties.”

RECITALS

On January 6, 2023, TT Faster, LLC dba Faster Asset Solutions, a member of the National
Purchasing Partners Government (NPPGov) Cooperative Purchasing Program, entered into a
contract with Contractor to purchase the goods and services described in Government Vehicles &
Transportation Contract No, PS22040 (“Cooperative Agreement”), which is attached hereto as
Exhibit A. The Cooperative Agreement allows its cooperative use by other governmental agencies,
including the City.

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.

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.

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 parties agree as follows:

Term of Agreement.

A. As provided in the Cooperative Agreement, purchases can be made by governmental entities
from its effective date, which was January 6, 2023, until the date the contract terminates on
January 6, 2026, unless the term is extended by mutual agreement of the parties to the
Cooperative Agreement. The Cooperative Agreement, however, may not be extended
beyond January 6, 2029. The initial period of this Agreement is the period from the Effective
Date of this Agreement until January 6, 2026.

B. The City may extend the term of this Agreement for three (3) one-year periods if the
Cooperative Agreement is likewise extended and the City gives the Contractor notice that it
is exercising its option to extend at least 30 days prior to the anniversary of the Effective

1
10/05/2023

Date. Glendale extensions are not automatic and shall only occur if the City affirmatively
exercises its right to extend this Agreement.

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

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 are 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 six hundred twenty-three thousand thirty-three dollars ($623,033) 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 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 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 tequirements of
ARS. § 41-4401.

No Bovcott 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:
the forced labor of ethnic Uyghurs in the People’s Republic of China;

b. any goods ot 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.

10/05/2023

\

10. 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.

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

City of Glendale

c/o Craig Croner, Deputy Director
6210 W. Myrtle Avenue, #111
Glendale, AZ 85301

and

TT Faster, LLC dba Faster Asset Solutions
c/o Chase Cloyd

760 Lynnhaven Pkwy, Suite 203

Virginia Beach, VA 23452

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

“City” “Contractor”

City of Glendale, an Arizona TT Faster, LLC dba Faster Asset Solutions,
municipal corporation

By:

Kevin R. Phelps
City Manager

ATTEST:

”GEAL)

City Clerk

APPROVED AS TO FORM:

City Attorney

10/05/2023

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
TT FASTER, LLC DBA FASTER ASSET SOLUTIONS

EXHIBIT A
NATIONAL PURCHASING PARTNERS GOVERNMENT (NPPG)
CONTRACT NO PS22040
GOVERNMENT VEHICLES & TRANSPORTATION

GOVERNMENT
EHICLES
ASSET SOLUTIONS TRANSPORTATION

Company Information

FASTER is the largest provider of fleet management information systems
(FMIS) to Municipal Governments in North America. FASTER has been in
business since 1982 and provides FMIS systems to cities, counties, states,
universities, airports, transit, public utilities, and private companies.
FASTER Web is a cradle-to-grave fleet management system providing
management of assets, fuel, parts/inventory, work orders / preventative

Lead Public Agency:
League of Oregon Cities

maintenance, and technicians. Plus, accounting for all of it. RFP #2210

Products on Contract Contract Number: PS22040

+ FASTER Web Fleet Management + FASTER Web Motor Pool - Rental Effective Date: 01/06/23
Platform - Core Software System and Reservations Systems Initial expiration: 01/06/26

« FASTER Web Fuel Possible extensions through: 01/06/29
Integration Add On

« FASTER Web Barcode
Integration Add On

+ FASTER Web Asset Meter NPPGov

Import Add On
NPPGov is a national cooperative

procurement organization based

in Seattle, WA offering publicly
solicited contracts to government
entities nationwide. Our contracts are
created through a public solicitation
by a Lead Public Agency. Access to
our cooperative contracts is free and
there are no purchasing obligations.

Pricing Details

Members receive discounted pricing on these products.
For pricing and product details, log in to nppgov.com.

Contract Details

+ Log into nppgov.com Benefits of cooperative contracts:
+ Forms, legal documentation, price lists and other * Competitively bid, no

information can be found on the vendor page additional RFP necessary
* Sign the Intergovernmental Agreement (IGA) and keep for your records + Saves time and money in

your procurement process
* Provide your NPPGov member number on the purchase order
+ Live contract support

_— SSS SSS SSS SS a eee

Nppgov.com
customerservice@nppgov.com
877.329.8847

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
TT FASTER, LLC DBA FASTER ASSET SOLUTIONS

EXHIBIT B
Scope of Work

With this Agreement, the City is authorizing the purchase and implementation of a Faster Asset web based
Fleet Management Software and database management, per Quote #2718 v3.

DocuSign Envelope ID: D3B4CAB0-87 1C-4962-802D-06ECC64C7B3A

Intergovernmental Cooperative Purchasing Agreement

This Intergovernmental Agreement (Agreement) is by and between the “Lead Contracting
Agency” and participating government entities (“Participating Agencies”), that are
members of National Purchasing Partners (“NPPGov”), including members of Public
Safety GPO, First Responder GPO, Law Enforcement GPO, Education GPO and EMS
GPO that agree to the terms and conditions of this Agreement. The Lead Contracting
Agency and all Participating Agencies shall be considered as “parties” to this agreement.

WHEREAS, upon completion of a formal competitive solicitation and selection process,
the Lead Contracting Agency has entered into Master Price Agreements with one or more
Vendors to provide goods and services, often based on national sales volume projections;

WHEREAS, NPPGov provides group purchasing, marketing and administrative support
for governmental entities. NPPGov’s marketing and administrative services are free to its
membership, which includes participating public entities and nonprofit institutions
throughout North America.

WHEREAS, NPPGov has instituted a cooperative purchasing program under which
member Participating Agencies may reciprocally utilize competitively solicited Master
Price Agreements awarded by the Lead Contracting Agency;

WHEREAS, the Master Price Agreements provide that all qualified government members
of NPPGov may purchase goods and services on the same terms, conditions and pricing as
the Lead Contracting Agency, subject to applicable local and state laws of the Participating
Agencies;

WHEREAS, the parties agree to comply with the requirements of the Intergovernmental
Cooperation Act as may be applicable to the local and state laws of the Participating
Agencies;

WHEREAS, the parties desire to conserve and leverage resources, and to improve the
efficiency and economy of the procurement process while reducing solicitation and
procurement costs;

WHEREAS, the parties are authorized and eligible to contract with governmental bodies
and Vendors to perform governmental functions and services, including the purchase of
goods and services; and

WHEREAS, the parties desire to contract with Vendors under the terms of the Master Price
Agreements;

League of Oregon Cities IGA V1LO

DocuSign Envelope ID: D3B4CAB0-871C-4962-802D-06ECC64C7B3A

NOW, THEREFORE, the parties agree as follows:

ARTICLE 1: LEGAL AUTHORITY

Each party represents and warrants that it is eligible to participate in this Agreement
because it is a local government created and operated to provide one or more governmental
functions and possesses adequate legal authority to enter into this Agreement.

ARTICLE 2: APPLICABLE LAWS

The procurement of goods and services subject to this Agreement shall be conducted in
accordance with and subject to the relevant statutes, ordinances, rules, and regulations
that govern each party’s procurement policies. Competitive Solicitations are intended to
meet the public contracting requirements of the Lead Contracting Agency and may not be
appropriate under, or satisfy Participating Agencies’ procurement laws. It is the
responsibility of each party to ensure it has met all applicable solicitation and
procurement requirements. Participating Agencies are urged to seek independent review
by their legal counsel to ensure compliance with all local and state solicitation
requirements.

ARTICLE 3: USE OF BID, PROPOSAL OR PRICE AGREEMENT

a. A “procuring party” is defined as the Lead Contracting Agency or any
Participating Agency that desires to purchase from the Master Price
Agreements awarded by the Lead Contracting Agency.

b. Each procuring party shall be solely responsible for their own purchase of
goods and services under this Agreement. A non-procuring party shall not be
liable in any fashion for any violation of law or contract by a procuring party,
and the procuring party shall hold non-procuring parties and all unrelated
procuring parties harmless from any liability that may arise from action or
inaction of the procuring party.

c. The procuring party shall not use this agreement as a method for obtaining
additional concessions or reduced prices for similar goods and services outside
the scope of the Master Price Agreement.

d. The exercise of any rights or remedies by the procuring party shall be the
exclusive obligation of such procuring party.

e. The cooperative use of bids, proposals or price agreements obtained by a party
to this Agreement shall be in accordance with the terms and conditions of the
bid, proposal or price agreement, except as modified where otherwise allowed
or required by applicable law, and does not relieve the party of its other
solicitation requirements under state law or local policies.

League of Oregon Cities IGA. VIO

DocuSign Envelope ID: D3B4CAB0-87 1C-4962-802D-06ECC64C7B3A

ARTICLE 4: PAYMENT OBLIGATIONS

The procuring party will make timely payments to Vendors for goods and services received
in accordance with the terms and conditions of the procurement. Payment for goods and
services, inspections and acceptance of goods and services ordered by the procuring party
shall be the exclusive obligation of such procuring party. Disputes between procuring party
and Vendor shall be resolved in accordance with the law and venue rules of the state of the

procuring party.

ARTICLE 5: COMMENCEMENT DATE

This Agreement shall take effect after execution of the “Lead Contracting Agency
Endorsement and Authorization” or “Participating Agency Endorsement and
Authorization,” as applicable.

ARTICLE 6: TERMINATION OF AGREEMENT

This Agreement shall remain in effect until terminated by a party giving 30 days written
notice to “Lead Contracting Agency”

ARTICLE 7: ENTIRE AGREEMENT

This Agreement and any attachments, as provided herein, constitute the complete
Agreement between the parties hereto, and supersede any and all oral and written
agreements between the parties relating to matters herein.

ARTICLE 8: CHANGES AND AMENDMENTS

This Agreement may be amended only by a written amendment executed by all parties,
except that any alterations, additions, or deletions of this Agreement which are required by
changes in Federal and State law or regulations are automatically incorporated into this
Agreement without written amendment hereto and shall become effective on the date
designated by such law or regulation.

ARTICLE 9: SEVERABILITY

All parties agree that should any provision of this Agreement be determined to be invalid
or unenforceable, such determination shall not affect any other term of this Agreement,
which shall continue in full force and effect.

THIS INSTRUMENT HAS BEEN EXECUTED IN TWO OR MORE ORIGINALS BY
EXECUTION AND ATTACHMENT OF “THE LEAD CONTRACTING AGENCY
ENDORSEMENT AND AUTHORIZATION” OR “PARTICIPATING AGENCY
ENDORSEMENT AND AUTHORIZATION,” AS APPLICABLE. ONCE EXECUTED, IT
IS THE RESPONSIBILITY OF EACH PARTY TO FILE THIS AGREEMENT WITH THE
PROPER AGENCY IF REQUIRED BY LOCAL OR STATE LAW.

League of Oregon Cities IGA VL0

DocuSign Envelope ID: D3B4CAB0-871C-4962-802D-06ECC64C7B3A

LEAGUE OF OREGON CITIES
ENDORSEMENT AND AUTHORIZATION

The undersigned acknowledges, on behalf of the League of Oregon Cities (“Lead
Contracting Agency”) that he/she has read and agrees to the general terms and conditions
set forth in the enclosed Intergovernmental Cooperative Purchasing Agreement regulating
use of the Master Price Agreements and purchase of goods and services that from time to
time are made available by the League of Oregon Cities to Participating Agencies locally,
regionally, and nationally through NPPGov. Copies of Master Price Agreements and any
amendments thereto made available by the League of Oregon Cities will be provided to
Participating Agencies and NPPGov to facilitate use by Participating Agencies.

The undersigned understands that the purchase of goods and services under the provisions
of the Intergovernmental Cooperative Purchasing Agreement is at the absolute discretion
of the Participating Agencies.

The undersigned affirms that he/she is an agent of the League of Oregon Cities and is duly
authorized to sign this League of Oregon Cities Endorsement and Authorization.

‘DocuSigned by:
“tL — 9 OM Date: 3/26/2020

ITS:

League of Oregon Cities Contact Information:

Contact Person: Mike Culley

Address: 1201 Court St NE #200, Salem, OR 97301
Telephone No.: 503-588-6550

Email: meulley@orcities.org

League of Oregon Cities IGA VLO

DocuSign Envelope ID: D3B4CAB0-871C-4962-802D-06ECC64C7B3A

PARTICIPATING AGENCY
ENDORSEMENT AND AUTHORIZATION

The undersigned acknowledges, on behalf of (“Participating Agency”)
that he/she has read and agrees to the general terms and conditions set forth in the enclosed
Intergovernmental Cooperative Purchasing Agreement regulating use of the Master Price
Agreements and purchase of goods and services that from time to time are made available
by the Lead Contracting Agency to Participating Agencies locally, regionally, and
nationally through NPPGov.

The undersigned further acknowledges that the purchase of goods and services under the
provisions of the Intergovernmental Cooperative Purchasing Agreement is at the absolute
discretion of the Participating Agency and that neither the Lead Contracting Agency nor
NPPGov shall be held liable for any costs or damages incurred by or as a result of the
actions of the Vendor or any other Participating Agency. Upon award of contract, the
Vendor shall deal directly with the Participating Agency concerning the placement of
orders, disputes, invoicing and payment.

The undersigned affirms that he/she is an agent of and is duly
authorized to sign this Participating Agency Endorsement and Authorization.

Date:

BY:
ITS:

Participating Agency Contact Information:

Contact Person:
Address:

Telephone No.:.
Email:

VIO

DocuSign Envelope ID; A61D3FBC-D3F7-4CE9-9B87-BA146A3C9D3E
Contract Number: PS22040

LEAGUE OF OREGON CITIES

MASTER PRICE AGREEMENT

This Master Price Agreement is effective as of the date of the last signature below (the “Effective Date”)
by and between the LEAGUE OF OREGON CITIES, an Oregon public corporation under ORS Chapter 190
(“LOC’ or “Purchaser”) and TT FASTER LLC, dba FASTER ASSET SOLUTIONS (‘Vendor’).

RECITALS

WHEREAS, the Vendor is in the business of selling Fleet Management Information System (“FMIS”)
software, as further described herein; and

WHEREAS, the Vendor desires to sell and the Purchaser desires to purchase certain software
products and related services all upon and subject to the terms and conditions set forth herein; and

WHEREAS, through a solicitation for Government Vehicles & Transportation the Vendor was awarded
the opportunity to complete a Master Price Agreement with the LEAGUE OF OREGON CITIES as a result of
its response to Request for Proposal No. 2210 for Government Vehicles & Transportation; and

WHEREAS, the LEAGUE OF OREGON CITIES asserts that the solicitation and Request for Proposal
meet Oregon public contracting requirements (ORS 279, 279A, 279B and 279C et. seq.); and

WHEREAS, Purchaser and Vendor desire to extend the terms of this Master Price Agreement to
benefit other qualified government members of National Purchasing Partners, LLC dba Public Safety GPO,
dba First Responder GPO, dba Law Enforcement GPO and dba NPPGov;

NOW, THEREFORE, Vendor and Purchaser, intending to be legally bound, hereby agree as follows:

ARTICLE 1 — CERTAIN DEFINITIONS

1.1 “Agreement” shall mean 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 No. 2210 (herein “RFP”) and Vendor's Proposal submitted in response to
the RFP (herein “Vendor's Proposal”) as referenced and incorporated herein as though fully set forth
(sometimes referred to collectively as the “Contract Documents’).

1.2 “Applicable Law(s)” shall mean all applicable federal, state, tribal, and local laws, statutes,
ordinances, codes, rules, regulations, standards, orders and other governmental requirements of any kind.

1.3. “Employee Taxes” shall mean all taxes, assessments, charges and other amounts whatsoever
payable in respect of, and measured by the wages of, the Vendor's employees (or subcontractors), as
required by the Federal Social Security Act and all amendments thereto and/or any other applicable federal,
state, tribal or local law.

1.4 “Purchaser's Destination” shall mean such delivery location(s) or destination(s) as Purchaser
may prescribe from time to time.

1.5 “Products and Services” shall mean the products and/or services to be sold by Vendor
hereunder as identified and described on Attachment A hereto and incorporated herein, as may be updated
from time to time by Vendor to reflect products and/or services offered by Vendor generally to its customers.

DocuSign Envelope ID: A61D3FBC-D3F7-4CE9-9B87-BA146A3C9D3E
Contract Number: PS22040

1.6 “Purchase Order” shall mean any authorized written order for Products and Services sent by
Purchaser to Vendor via mail, courier, overnight delivery service, email, fax and/or other mode of transmission
as Purchaser and Vendor may from time to time agree.

1.7 “Unemployment Insurance” shall mean the contribution required of Vendor, as an employer, in
respect of, and measured by, the wages of its employees (or subcontractors) as required by any applicable
federal, state or local unemployment insurance law or regulation.

1.8 “National Purchasing Partners” or “(NPP)” is a subsidiary of two nonprofit health care systems.
The Government Division of NPP, hereinafter referred to as “NPPGov’, provides group purchasing marketing
and administrative support for governmental entities within the membership. NPPGov’s membership includes
participating public entities across North America.

1.9 “Lead Contracting Agency” shall mean the LEAGUE OF OREGON CITIES, which is the
governmental entity that issued the Request for Proposal and awarded this resulting Master Price Agreement.

1.10 “Participating Agencies” shall mean members of National Purchasing Partners for which Vendor
has agreed to extend the terms of this Master Price Agreement pursuant to Article 2.6 and Attachment C
herein. For purposes of cooperative procurement, “Participating Agency” shall be considered “Purchaser”
under the terms of this Agreement.

1.11 “Party” and “Parties” shall mean the Purchaser and Vendor individually and collectively as
applicable.

ARTICLE 2 - AGREEMENT TO SELL

2.1 Vendor hereby agrees to sell to Purchaser such Software Products and Services as Purchaser
may order from time to time by Purchase Order, all in accordance with and subject to the terms, covenants
and conditions of this Agreement. Purchaser agrees to purchase those Software Products and Services
ordered by Purchaser by Purchase Order in accordance with and subject to the terms, covenants and
conditions of this Agreement.

2.2 Vendor may add additional products and services to the contract provided that any additions
reasonably fall within the intent of the original RFP specifications. Pricing on additions shall be equivalent to
the percentage discount for other similar products. Vendor may provide a web-link with current product
listings, which may be updated periodically, as allowed by the terms of the resulting Master Price Agreement.
Vendor may replace or add product lines to an existing contract if the line is replacing or supplementing
products on contract, is equal or superior to the original products offered, is discounted in a similar or to a
greater degree, and if the products meet the requirements of the solicitation. No products may be added to
avoid competitive procurement requirements. LOC may reject any additions without cause.

2.3 All Purchase Orders issued by Purchaser to Vendor for Products during the term (as hereinafter
defined) of this Agreement are subject to the provisions of this Agreement as though fully set forth in such
Purchase Order. The Vendor retains authority to negotiate above and beyond the terms of this Agreement to
meet the Purchaser or Vendor contract requirements.

2.4 Notwithstanding any other provision of this Agreement to the contrary, the Lead Contracting
Agency shall have no obligation to order or purchase any Products and Services hereunder and the
placement of any Purchase Order shall be in the sole discretion of the Participating Agencies. This
Agreement is not exclusive. Vendor expressly acknowledges and agrees that Purchaser may purchase at its

DocuSign Envelope ID: A61D3FBC-D3F7-4CE9-9B87-BA146A3C9D3E
Contract Number: PS22040

sole discretion, Products and Services that are similar to the Products and Services described in this
Agreement from any third party.

2.5 In case of any conflict or inconsistency between any of the Contract Documents, the documents
shall prevail and apply in the following order of priority:

(i) This Agreement;
(ii) The RFP;
(iii) Vendor’s Proposal;

2.6 Extension of contract terms to Participating Agencies:

2.6.1 Vendor agrees to extend the same terms, covenants and conditions available to Purchaser
under this Agreement to Participating Agencies, that have executed an Intergovernmental Cooperative
Purchasing Agreement (“IGA”) as may be required by each Participating Agency's local laws and regulations,
in accordance with Attachment C. Each Participating Agency will be exclusively responsible for and deal
directly with Vendor on matters relating to ordering, delivery, inspection, acceptance, invoicing, and payment
for Products and Services in accordance with the terms and conditions of this Agreement as if it were
“Purchaser” hereunder. Any disputes between a Participating Agency and Vendor will be resolved directly
between them under and in accordance with the laws of the State in which the Participating Agency exists.
Pursuant to the IGA, the Lead Contracting Agency shall not incur any liability as a result of the access and
utilization of this Agreement by other Participating Agencies.

2.6.2 This Solicitation meets the public contracting requirements of the Lead Contracting Agency and
may not be appropriate under or meet Participating Agencies’ procurement laws. Participating Agencies are
urged to seek independent review by their legal counsel to ensure compliance with all local, tribal, and state
solicitation requirements.

2.6.3 Vendor acknowledges execution of the Vendor Administration Fee Agreement, Contract Number
VA22040, with NPPGov, pursuant to the terms of the RFP.

2.7 Oregon Public Agencies are prohibited from use of Products and Services offered under this
Agreement that are already provided by qualified nonprofit agencies for disabled individuals as listed on the
Department of Administrative Service’s Procurement List (“Procurement List”) pursuant to ORS 279.835-.855.
See www.OregonRehabilitation.org/qrf for more information. Vendor shall not sell products and services
identified on the Procurement List (e.g., reconditioned toner cartridges) to Purchaser or Participating Agencies
within the state of Oregon.

ARTICLE 3 ~- TERM AND TERMINATION

3.1. The initial contract term shall be for three (3) calendar years from the Effective Date of this
Agreement (“Initial Term”). Upon termination of the original three (3) year term, this Agreement shall
automatically extend for up to three (3) successive one (1) year periods; (each a “Renewal Term”); provided,
however, that the Lead Contracting Agency and/or the Vendor may opt to decline extension of the MPA by
providing notification in writing at least thirty (30) calendar days prior to the annual automatic extension
anniversary of the Initial Term.

3.2 Either Vendor or the Lead Contracting Agency may terminate this Agreement by written notice
to the other party if the other Party breaches any of its material obligations hereunder and fails to remedy the
breach within thirty (30) days after receiving written notice of such breach from the non-breaching party.

DocuSign Envelope ID: A61D3FBC-D3F7-4CE9-9B87-BA146A3C9D3E
Contract Number: PS22040

ARTICLE 4 — PRICING, INVOICES, PAYMENT AND DELIVERY

4.1 Purchaser shall pay Vendor for all Products and Services ordered and delivered in compliance
with the terms and conditions of this Agreement at the pricing specified for each such Product and Service on
Attachment A, including shipping. Unless Attachment A expressly provides otherwise, the pricing schedule
set forth on Attachment A hereto shall remain fixed for the Initial Term of this Agreement; provided that
manufacturer pricing is not guaranteed and may be adjusted based on the next manufacturer price increase.
Pricing contained in Attachment A shall be extended to all NPPGov, Public Safety GPO, First Responder
GPO and Law Enforcement GPO members upon execution of the IGA.

4.2 Vendor shall submit original invoices to Purchaser in form and substance and format reasonably
acceptable to Purchaser. All invoices must reference the Purchaser's Purchase Order number, contain an
itemization of amounts for Products and Services purchased during the applicable invoice period and any
other information reasonably requested by Purchaser, and must otherwise comply with the provisions of this
Agreement. Invoices shall be addressed as directed by Purchaser.

4.3 Unless otherwise specified, Purchaser is responsible for any and all applicable sales taxes.
Attachment A or Vendor's Proposal (Attachment D) shall specify any and all other taxes and duties of any
kind which Purchaser is required to pay with respect to the sale of Products and Services covered by this
Agreement and all charges for packing, packaging and loading.

4.4 Except as specifically set forth on Attachments A and F, Purchaser shall not be responsible for
any additional costs or expenses of any nature incurred by Vendor in connection with the Products and
Services, including without limitation travel expenses, clerical or administrative personnel, long distance
telephone charges, etc. (“Incidental Expenses”).

4.5 Price reductions or discount increases may be offered at any time during the contract term and
shall become effective upon notice of acceptance from Purchaser.

4.6 Notwithstanding any other agreement of the Parties as to the payment of shipping/delivery
costs, and subject to Attachments A, D, and F herein, Vendor shall offer delivery and/or shipping costs
prepaid FOB Destination. If there are handling fees, these also shall be included in the pricing.

4.7 Unless otherwise directed by Purchaser for expedited orders, Vendor shall utilize such common
carrier for the delivery of Products and Services as Vendor may select; provided, however, that for expedited
orders Vendor shall obtain delivery services hereunder at rates and terms not less favorable than those paid
by Vendor for its own account or for the account of any other similarly situated customer of Vendor.

4.8 Vendor shall have the risk of loss of or damage to any Products until delivery to Purchaser.
Purchaser shall have the risk of loss of or damage to the Products after delivery to Purchaser. Title to
Products shall not transfer until the Products have been delivered to and accepted by Purchaser at
Purchaser's Destination.

ARTICLE 5 — INSURANCE

5.1 During the term of this Agreement, Vendor shail 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 Oregon and any other state or jurisdiction where Products and Services
are sold hereunder. Such certificates of insurance shall be made available to the Lead Contracting Agency
upon 48 hours’ notice. BY SIGNING THE AGREEMENT PAGE THE VENDOR AGREES TO THIS

DocuSign Envelope ID: A61D3FBC-D3F7-4CE9-9B87-BA146A3C9D3E
Contract Number: PS22040

REQUIREMENT AND FAILURE TO MEET THIS REQUIREMENT WILL RESULT IN CANCELLATION OF
THIS MASTER PRICE AGREEMENT.

5.2 Allinsurance required herein shall be maintained in full force and effect until all work or service
required to be performed under the terms of this Agreement is satisfactorily completed and formally accepted.
Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an
insurance policy warranty shall not affect coverage afforded under the insurance policies to protect the Lead
Contracting Agency. The insurance policies may provide coverage that contains deductibles or self-insured
retentions, Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage
provided to the Lead Contracting Agency under such policies. Vendor shall be solely responsible for the
deductible and/or self-insured retention and the Lead Contracting Agency, at its option, may require Vendor to
secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and
unconditional letter of credit.

5.3 Vendor shall carry Workers’ Compensation insurance to cover obligations imposed by federal
and state statutes having jurisdiction over Vendor's employees engaged in the performance of the work or
services, as well as Employer's Liability insurance. Vendor waives all rights against the Lead Contracting
Agency and its agents, officers, directors and employees for recovery of damages to the extent these
damages are covered by the Workers’ Compensation and Employer’s Liability or commercial umbrella liability
insurance obtained by Vendor pursuant to this Agreement.

5.4 Insurance required herein shall not be permitted to expire, be canceled, or materially changed
without thirty days (30 days) prior written notice to the Lead Contracting Agency.

ARTICLE 6 — INDEMNIFICATION AND HOLD HARMLESS

6.1 Vendor agrees that it shall indemnify, defend and hold harmless Lead Contracting Agency, its
respective officials, directors, employees, members and agents (collectively, the “Indemnitees”), from and
against any and all damages, claims, losses, expenses, costs, obligations and liabilities (including, without
limitation, reasonable attorney's fees), suffered directly or indirectly by any of the Indemnitees to the extent of,
or arising out of, (i) any breach of any covenant, representation or warranty made by Vendor in this
Agreement, (ii) any failure by Vendor to perform or fulfill any of its obligations, covenants or agreements set
forth in this Agreement, (iii) the negligence or intentional misconduct of Vendor, any subcontractor of Vendor,
or any of their respective employees or agents, (iv) any failure of Vendor, its subcontractors, or their
respective employees to comply with any Applicable Law, (v) any litigation, proceeding or claim by any third
party relating in any way to the obligations of Vendor under this Agreement or Vendor's performance under
this Agreement, (vi) any Employee Taxes or Unemployment Insurance, or (vii) any claim alleging that the
Products and Services or any part thereof infringe any third party's U.S. patent, copyright, trademark, trade
secret or other intellectual property interest. Such obligation to indemnify shall not apply where the damage,
claim, loss, expense, cost, obligation or liability is due to the breach of this Agreement by, or negligence or
willful misconduct of, Lead Contracting Agency or its officials, directors, employees, agents or contractors.
The amount and type of insurance coverage requirements set forth herein will in no way be construed as
limiting the scope of the indemnity in this paragraph. The indemnity obligations of Vendor under this Article
shall survive the expiration or termination of this Agreement for two years.

6.2 LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION
WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR
INJURIES TO PERSONS OR TO PROPERTY OR LOSS OF PROFITS OR LOSS OF FUTURE BUSINESS
OR REPUTATION, WHETHER BASED ON TORT OR BREACH OF CONTRACT OR OTHER BASIS, EVEN
IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

DocuSign Envelope ID: A61D3FBC-D3F7-4CE9-9B87-BA146A3C9D3E
Contract Number: PS22040

6.3. The same terms, conditions and pricing of this Agreement may be extended to
government members of National Purchasing Partners, LLC. In the event the terms of this Agreement
are extended to other government members, each government member (procuring party) shall be solely
responsible for the ordering of Products and Services under this Agreement. A non-procuring party
shall not be liable in any fashion for any violation by a procuring party, and the procuring party shall hold
non-procuring parties or unrelated purchasing parties harmless from any liability that may arise from
action or inaction of the procuring party.

ARTICLE 7 - WARRANTIES

Purchaser shall refer to Vendor's Proposal for all Vendor and manufacturer express warranties, as
well as those warranties provided under Attachment B herein.

ARTICLE 8 - INSPECTION AND REJECTION

8.1 Purchaser shall have the right to inspect and test Products at any time prior to shipment, and
within a reasonable time after delivery to the Purchaser’s Destination. Products not inspected within a
reasonable time after delivery shall be deemed accepted by Purchaser. The payment for Products shall in no
way impair the right of Purchaser to reject nonconforming Products, or to avail itself of any other remedies to
which it may be entitled.

8.2 If any of the Products are found at any time to be defective in material or workmanship,
damaged, or otherwise not in conformity with the requirements of this Agreement or any applicable Purchase
Order, as its exclusive remedy, Purchaser may at its option and at Vendor's sole cost and expense, elect
either to (i) return any damaged, non-conforming or defective Products to Vendor for correction or
replacement, or (ii) require Vendor to inspect the Products and remove or replace damaged, non-conforming
or defective Products with conforming Products. If Purchaser elects option (ii) in the preceding sentence and
Vendor fails promptly to make the necessary inspection, removal and replacement, Purchaser, at its option,
may inspect the Products and Vendor shall bear the cost thereof. Payment by Purchaser of any invoice shall
not constitute acceptance of the Products covered by such invoice, and acceptance by Purchaser shall not
relieve Vendor of its warranties or other obligations under this Agreement.

8.3 The provisions of this Article shall survive the expiration or termination of this Agreement.

ARTICLE 9 — SUBSTITUTIONS

Except as otherwise permitted hereunder, Vendor may not make any substitutions of Products, or any
portion thereof, of any kind without the prior written consent of Purchaser.

ARTICLE 10 - COMPLIANCE WITH LAWS

10.1 Vendor agrees to comply with all Applicable Laws and at Vendor’s expense, secure and
maintain in full force during the term of this Agreement, all licenses, permits, approvals, authorizations,
registrations and certificates, if any, required by Applicable Laws in connection with the performance of its
obligations hereunder. At Purchaser’s request, Vendor shall provide to Purchaser copies of any or all such
licenses, permits, approvals, authorizations, registrations and certificates.

10.2 Purchaser has taken all required governmental action to authorize its execution of this
Agreement and there is no governmental or legal impediment against Purchaser's execution of this
Agreement or performance of its obligations hereunder.

DocuSign Envelope ID: A61D3FBC-D3F7-4CE9-9B87-BA146A3C9D3E
Contract Number: PS22040

ARTICLE 11 — PUBLICITY / CONFIDENTIALITY

11.1 No news releases, public announcements, advertising materials, or confirmation of same,
concerning any part of this Agreement or any Purchase Order issued hereunder shall be issued or made
without the prior written approval of the Parties. Neither Party shall in any advertising, sales materials or in
any other way use any of the names or logos of the other Party without the prior written approval of the other

Party.

11.2 Any knowledge or information which Vendor or any of its affiliates shall have disclosed or may
hereafter disclose to Purchaser, and which in any way relates to the Products and Services covered by this
Agreement shall not, unless otherwise designated by Vendor, be deemed to be confidential or proprietary
information, and shall be acquired by Purchaser, free from any restrictions, as part of the consideration for
this Agreement.

ARTICLE 12 - RIGHT TO AUDIT

Subject to Vendor's reasonable security and confidentiality procedures, Purchaser, or any third party
retained by Purchaser, may at any time upon prior reasonable notice to Vendor, during normal business
hours, audit the books, records and accounts of Vendor to the extent that such books, records and accounts
pertain to sale of any Products and Services hereunder or otherwise relate to the performance of this
Agreement by Vendor. Vendor shall maintain all such books, records and accounts for a period of at least
three (3) years after the date of expiration or termination of this Agreement. The Purchaser's right to audit
under this Article 12 and Purchaser's rights hereunder shall survive the expiration or termination of this
Agreement for a period of three (3) years after the date of such expiration or termination.

ARTICLE 13 - REMEDIES

Except as otherwise provided herein, any right or remedy of Vendor or Purchaser set forth in this
Agreement shall not be exclusive, and, in addition thereto, Vendor and Purchaser shall have all rights and
remedies under Applicable Law, including without limitation, equitable relief. The provisions of this Article shall
survive the expiration or termination of this Agreement.

ARTICLE 14 - RELATIONSHIP OF PARTIES

Vendor is an independent contractor and is not an agent, servant, employee, legal
representative, partner or joint venture of Purchaser. Nothing herein shall be deemed or construed as
creating a joint venture or partnership between Vendor and Purchaser. Neither Party has the power or
authority to bind or commit the other.

ARTICLE 15 - NOTICES

All notices required or permitted to be given or made in this Agreement shall be in writing. Such
notice(s) shall be deemed to be duly given or made if delivered by hand, by certified or registered mail or by
nationally recognized overnight courier to the address specified below:

If to Lead Contracting Agency:
LEAGUE OF OREGON CITIES

1201 Court St. NE
Suite 200

DocuSign Envelope ID: A61D3FBC-D3F7-4CE9-9B87-BA146A3C9D3E
Contract Number: PS22040

Salem OR 97301
ATTN: Kevin Toon
Email: rfp@ORCities.org

If to Vendor:

FASTER ASSET SOLUTIONS
760 Lynnhaven Pkwy

Ste 203

Virginia Beach VA 23452

ATTN: Michael Brawley

Email: contracts@fasterasset.com

Either Party may change its notice address by giving the other Party written notice of such change in the
manner specified above.

ARTICLE 16 - FORCE MAJEURE

Except for Purchaser's obligation to pay for Products and Services delivered, delay in performance or
non-performance of any obligation contained herein shall be excused to the extent such failure or non-
performance is caused by force majeure, For purposes of this Agreement, “force majeure” shall mean any
cause or agency preventing performance of an obligation which is beyond the reasonable control of either
Party hereto, including without limitation, fire, flood, sabotage, shipwreck, embargo, strike, explosion, labor
trouble, accident, riot, acts of governmental authority (including, without limitation, acts based on laws or
regulations now in existence as well as those enacted in the future), acts of nature, pandemics, 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 17 - WAIVER

No delay or failure by either Party to exercise any right, remedy or power herein shall impair such
Party's right to exercise such right, remedy or power or be construed to be a waiver of any default or an
acquiescence therein; and any single or partial exercise of any such right, remedy or power shall not preclude
any other or further exercise thereof or the exercise of any other right, remedy or power. No waiver hereunder
shall be valid unless set forth in writing executed by the waiving Party and then only to the extent expressly
set forth in such writing.

ARTICLE 18 - PARTIES BOUND; ASSIGNMENT

This Agreement shall inure to the benefit of and shall be binding upon the respective successors and
assigns of the Parties hereto, but it may not be assigned in whole or in part by Vendor without prior written
notice to Purchaser which shall not be unreasonably withheld or delayed.

ARTICLE 19 - SEVERABILITY

To the extent possible, each provision of this Agreement shall be interpreted in such a manner as to
be effective and valid under Applicable Law. If any provision of this Agreement is declared invalid or
unenforceable, by judicial determination or otherwise, such provision shall not invalidate or render

DocuSign Envelope ID: A61D3FBC-D3F7-4CE9-9B87-BA146A3C9D3E
Contract Number: PS22040

unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing
the particular invalid or unenforceable provision or provisions and the rights and obligations of the Parties
shall be construed and enforced accordingly.

ARTICLE 20 - INCORPORATION; ENTIRE AGREEMENT

20.1 All the provisions of the Attachments hereto are hereby incorporated herein and
made a part of this Agreement. In the event of any apparent conflict between any provision set forth in the
main body of this Agreement and any provision set forth in the Attachments, including the RFP and/or
Vendor's Proposal, the provisions shall be interpreted, to the extent possible, as if they do not conflict. If such
an interpretation is not possible, the provisions set forth in the main body of this Agreement shall control.

20.2. 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 21 - HEADINGS

Headings used in this Agreement are for convenience of reference only and shall in no way be used to
construe or limit the provisions set forth in this Agreement.

ARTICLE 22 - MODIFICATIONS

This Agreement may be modified or amended only in writing executed by Vendor and the Lead
Contracting Agency. The Lead Contracting Agency and each Participating Agency contracting hereunder
acknowledge and agree that any agreement entered into in connection with any Purchase Order hereunder
shall constitute a modification of this Agreement as between the Vendor and the Participating Agency. Any
modification of this Agreement as between Vendor and any Participating Agency shall not be deemed a
modification of this Agreement for the benefit of the Lead Contracting Agency or any other Participating
Agency.

ARTICLE 23 - GOVERNING LAW

This Agreement shall be governed by and interpreted in accordance with the laws of the State of
Oregon or in the case of a Participating Agency’s use of this Agreement, the laws of the State in which the
Participating Agency exists, without regard to its choice of law provisions.

[Signature page to follow]