Agreement with Naumann/Hobbs Material Handling Corporation II, Inc.

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
NAUMANN/HOBBS MATERIAL HANDLING CORPORATION II, INC.

This Linking Agreement (“Agreement”) is catered into as of this day of , 2024, between the
City of Glendale, an Arizona municipal corporation (“City”), and Naumann/Hobbs Material Handling
Corporation IT, Inc., an Atizona corporation, authorized to do business in Arizona (“Contractor”),
collectively, the “Parties.”

RECITALS

On July 28, 2024, a member of the Soutcewell Purchasing Cooperative, entered into a contract with
Conttactor to putchase the goods and services described in Contract No. 053024 (“Cooperative
Agreement”), which is attached hereto as Exhibit A. The Cooperative Agreement allows its
cooperative use by othet governmental agencies, including the City.

Section 2-149 of the City’s Procurement Code permits the Materials Manager to procure goods and
setvices 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, Conttactor consents to the City’s
coopetative use of the terms and conditions of the Cooperative Agreement, and agtees to provide
the supplies and setvices set forth in the Statement of Work appended hereto as Exhibit B.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing tecitals, 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 the date of awatd, which was July 28, 2024, until the date the contract terminates on
July 23, 2028, unless the term is extended by mutual agteement of the parties to the
Cooperative Agteement. The Cooperative Agreement, however, may not be extended
beyond July 23, 2031. ‘The initial petiod of this Agreement is the period from the Effective
Date of this Agreement until July 23, 2028.

B. The City may extend the term of this Agreement for an additional thtee (3) one year terms,
if the Cooperative Agreement is likewise extended and the City gives the Contractor notice
that it is exercising its option to extend this Agreement 30 days prior to the anniversaty of
the Effective Date. Glendale extensions are not automatic and shall only occur if the City
affirmatively exercises its right to extend this Agreement.

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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, Conttactor agtees to comply with all the terms, conditions and specifications of the
Cooperative Purchasing Agreement. Such tetms, 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
tovided in the Cooperative Purchasing Agreement, which is attached hereto as Exhibit C.
P P 8 AP! .

B. The total putchase price for the supplies and/or services putchased under this Agreement
shall not exceed one-hundred thousand dollats ($100,000) for the entite 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 or applicant for
employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual
otientation, gender identity or expression, genetic characteristics, familial status, U.S. military veteran
status ot any disability. Contractor will tequite any Sub-contractor to be bound to the same
requitements as stated within this section, Contractor, and on behalf of any subcontractors, warrants
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.RS. § 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 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 ot setvices 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 curtently, 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 or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and
c. any conttactors, subcontractors or suppliers that use the forced labor or any goods
ot services produced by the forced labor of ethnic Uyghurs in the People’s Republic
of China.
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10, Attestation of PCI Compliance, When applicable, the Contractor will provide the City annually with

a Payment Catd 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 addtess listed below:

City of Glendale
c/o Police Chief

6825 North 57" Drive
Glendale, Arizona 85301

and

Naumann/Hobbs Handling Corporation TI, Inc,

c/o Jerry Catter

8825 N, 23" Ave. Suite 100

Phoenix, AZ 85012

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

forth above.
“City”
City of Glendale, an Arizona

municipal corporation

By:

Kevin R. Phelps
City Manager

ATTEST:

Julie K. Bower (SEAL)
City Clerk

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

“Contractor”
Naumann/Hobbs Handling Corporation II, Inc.,

an wa
Cagfer

Name: uf
Title: /Authorized Signer

10/05/2023

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
NAUMANN/HOBBS HANDLING CORPORATION II, INC.

EXHIBIT A
SOURCEWELL COOPERATIVE PURCHASING AGREEMENT NO. 053024.

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EXHIBIT A
053024-MCF

Sourcewell ™a\
Solicitation Number: 053024

CONTRACT

This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN
56479 (Sourcewell) and Mitsubishi Logisnext Americas Inc., 2121 W. Sam Houston Parkway
North, Houston, TX 77043 (Supplier).

Sourcewell is a State of Minnesota local government unit 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 eligible
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.
Sourcewell issued a public solicitation for Forklifts, Lift Trucks with Related Products and
Services from which Supplier was awarded a contract.

Supplier desires to contract with Sourcewell to provide through its authorized dealers,
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.

EXPIRATION DATE AND EXTENSION. This Contract expires July 23, 2028, unless it is cancelled
sooner pursuant to Article 22. This Contract allows up to three additional one-year extensions
upon the request of Sourcewell and written agreement by Supplier. Sourcewell retains the right
to consider additional extensions beyond seven years as required under exceptional
circumstances,

B, SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all
payment obligations incurred prior to expiration or termination will survive, as will the
following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All
other rights will cease upon expiration or termination of this Contract,

2. EQUIPMENT, PRODUCTS, OR SERVICES

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A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide through its authorized dealers,
the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation
Number listed above. Supplier'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 and the current model.
Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated
in Supplier'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. Supplier's authorized dealer will pass on to the Participating Entity the
manufacturer’s warranty related to any Equipment of Products being provided under this
Contract. Supplier’s dealers and distributors must agree to assist the Participating Entity in
reaching a resolution in any dispute over warranty terms with the manufacturer. Any
manufacturer's warranty that extends beyond the expiration of the Supplier's warranty will be
passed on to the Participating Entity.

Cc. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout
the Contract term, Supplier must provide to Sourcewell a current means to validate or
authenticate Supplier's authorized dealers, distributors, or resellers relative to the Equipment,
Products, and Services offered under this Contract, which will be incorporated into this
Contract by reference. It is the Supplier’s responsibility to ensure Sourcewell receives the most
current information.

3. PRICING

All Equipment, Products, or Services under this Contract will be priced at or below the price
stated in Supplier’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 ail 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. Except as provided herein, damaged Equipment and Products may be rejected. If the

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damage is not readily apparent at the time of delivery, and Supplier or its dealer is unable to
repair or replace the damaged Equipment or Products, Supplier must permit the Equipment
and Products to be returned within five (5) business days of Sourcewell’s or its Participating
Entity’s determination of any damage at no cost to Sourcewell or its Participating Entities.
Participating Entities reserve the right to inspect the Equipment and Products at a reasonable
time, but no more than five (5) business days, after delivery where circumstances or conditions
prevent effective inspection of the Equipment and Products at the time of delivery. In the event
of the delivery of nonconforming Equipment and Products, the Participating Entity will notify
the Supplier's authorized dealer as soon as possible and the Supplier's authorized dealer will
replace nonconforming Equipment and Products with conforming Equipment and Products that
are acceptable to the Participating Entity.

Supplier or its authorized dealer 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 Supplier in breach of this Contract if the Supplier intentionally
delivers substandard or inferior Equipment or Products.

B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier's authorized
dealer 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, Supplier may offer a specific selection
of Equipment, Products, or Services at discounts greater than those listed in the Contract.
When Supplier 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

Supplier 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 Supplier Development Administrator, This
approved form is available from the assigned Sourcewell Supplier Development Administrator.
At a minimum, the request must:

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Identify the applicable Sourcewell contract number;

Clearly specify the requested change;

Provide sufficient detail to justify the requested change;

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

A fully executed Sourcewell Price and Product Change Request Form will become an
amendment to this Contract and will 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. Supplier 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.

Supplier 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. Supplier's employees may be required to perform work at government-
owned facilities, including schools. Supplier'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 Supplier or its authorized dealer
that it intends to access this Contract; however, order flow and procedure will be developed

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jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order
directly to Supplier’s authorized dealer. 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 or cancellation of this Contract; however, Supplier or its authorized dealer
performance, Participating Entity payment obligations, and any applicable warranty periods or
other Supplier or Participating Entity obligations may extend beyond the term of this Contract.
Neither Supplier nor its authorized dealers are obligated to accept any purchase order issues
with respect to this Contract.

Supplier’s acceptable forms of payment are included in its attached Proposal. 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, or other required transaction documentation, may be
negotiated between a Participating Entity and Supplier’s authorized dealer, such as job or
industry-specific requirements, legal requirements (e.g., affirmative action or immigration
status requirements), or specific local policy requirements. Some Participating Entities may
require the use of a Participating Addendum, the terms of which will be negotiated directly
between the Participating Entity and the Supplier or its authorized dealers, distributors, or
resellers, as applicable. Any negotiated additional! terms and conditions must never be less
favorable to the Participating Entity than what is contained in this Contract. Neither
Sourcewell, any Participating Entity, Supplier nor Supplier’s authorized dealer may propose
terms that materially deviate from the terms of the Contract.

C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires
service or specialized performance requirements not addressed in this Contract (such as e-
commerce specifications, specialized delivery requirements, or other specifications and
requirements), the Participating Entity and the Supplier’s authorized dealer 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.

D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or
in part, immediately upon notice to Supplier’s authorized dealer 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 equipment, products, or services to be purchased; or

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

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E, 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. Supplier 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:

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

B. BUSINESS REVIEWS. Supplier 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, sales data reports, performance issues, 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, Supplier must provide a
contract sales activity report (Report) to the Sourcewell Supplier Development Administrator
assigned to this Contract. Reports are due no later than 45 days after the end of each calendar
quarter. A Report must be provided regardless of the number or amount of sales during that
quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were
made).

' The Report must contain the following fields:

© Participating Entity Name (e.g., City of Staples Highway Department);
¢ Participating Entity Physical Street Address;

e Participating Entity City;

Participating Entity State/Province;

e Participating Entity Zip/Postal Code;

Participating Entity Contact Name;

¢ Participating Entity Contact Email Address;

¢ Participating Entity Contact Telephone Number;

¢ Sourcewell Assigned Entity/Participating Entity Number;

¢ item Purchased Description;

@ Item Purchased Price;

« Sourcewell Administrative Fee Applied; and

Date Purchase was invoiced/sale was recognized as revenue by Supplier.

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B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell,
the Supplier 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. Supplier may not charge Participating Entities more than the contracted
price to offset the Administrative Fee.

The Supplier will submit payment 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 Supplier's name and Sourcewell-assigned contract number in the memo; and must be
mailed to the address above “Attn: Accounts Receivable” or remitted electronically to
Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments
must be received no later than 45 calendar days after the end of each calendar quarter.

Supplier 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 Supplier is delinquent in any undisputed administrative fees, Sourcewell
reserves the right to cancel this Contract and reject any proposal submitted by the Supplier 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.
Supplier’s Authorized Representative is the person named in the Supplier's Proposal. if
Supplier's Authorized Representative changes at any time during this Contract, Supplier must
promptly notify Sourcewell in writing.

10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE
A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records,
documents, and accounting procedures and practices relevant to this Contract are subject to
examination by Sourcewell or the Minnesota State Auditor for a minimum of six 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.

B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under
this Contract without the prior written consent of the other party and a fully executed

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assignment agreement. Such consent will not be unreasonably withheld. Any prohibited
assignment will be.invalid.

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

D. WAIVER. Failure by either party to take action or assert any right under this Contract will
not be deemed a waiver of such right in the event of the continuation or repetition of the
circumstances giving rise to such right. Any such waiver must be in writing and signed by the
parties.

£. CONTRACT COMPLETE. This Contract represents the complete agreement between the
parties. No other understanding regarding this Contract, whether written or oral, may be used
to bind either party. For any conflict between the attached Proposal and the terms set out in
Articles 1-22 of this Contract, the terms of Articles 1-22 will govern.

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

11. INDEMNITY AND HOLD HARMLESS

Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities,
including their agents and employees, harmless from any claims or causes of action, including
attorneys’ fees incurred by Sourcewell or its Participating Entities, arising out of injury or death
to person(s) or property alleged to have been caused solely by a defect in the workmanship of
the Equipment or Products provided that (a) no alteration, modification, or other change was
made to the Equipment or Products by Sourcewell, any Participating Entity, or any third party,
unless such alteration, modification, or other change was authorized by Supplier in writing; and
(b) any such defect was not caused by the negligence or willful misconduct of Sourcewell, any
Participating Entity, or any third party. Sourcewell’s responsibility will be governed by the State
of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law.

NEITHER PARTY, NOR ITS REPRESENTATIVES, SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT,
INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR
REVENUES, ARISING OUT OF OR RELATING TO ANY BREACH UNDER THIS CONTRACT, WHETHER
OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY THE
AFFECTED PARTY OR COULD HAVE BEEN REASONABLY FORESEEN BY THE NON-AFFECTED PARTY
REGARDLESS OF TH ELEGAL OR EQUIPTABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON
WHICH THE CLAIM IS BASED.

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12, GOVERNMENT DATA PRACTICES

Supplier 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, maintained, or
disseminated by the Supplier under this Contract.

13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT

A. INTELLECTUAL PROPERTY
1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and
license to use the trademark(s) provided to Supplier by Sourcewell in advertising and
promotional materials for the purpose of marketing Sourcewell’s relationship with
Supplier.
b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and
license to use Supplier’s trademarks in advertising and promotional materials for the
purpose of marketing Supplier’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 their respective subsidiaries, distributors, dealers,
resellers, 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. Neither party may alter the other party’s trademarks from the form provided
and must comply with removal requests as to specific uses of its trademarks or
logos.
b. 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 suppliers which may be used until the next printing). Supplier 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,

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informational pamphlets, press releases, research, reports, signs, and similar public notices
prepared by or for the Supplier 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. Send all approval requests to the Sourcewell Supplier Development
Administrator assigned to this Contract.

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

14, GOVERNING LAW, JURISDICTION, AND VENUE

The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue
for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate
state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota.

15. 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.

16. SEVERABILITY

If any provision of this Contract is found by a court of competent jurisdiction to be illegal,
unenforceable, or void then both parties will be relieved from ail obligations arising from that
provision. If the remainder of this Contract is capable of being performed, it will not be affected
by such determination or finding and must be fully performed.

17. 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 Supplier will jointly develop a short briefing document that describes
the issue(s), relevant impact, and positions of both parties.

2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified
above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher
level of management. The Supplier will have 30 calendar days to cure an outstanding issue.

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3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the
Supplier must continue without delay to carry out all of its responsibilities under the
Contract that are not affected by the dispute. If the Supplier fails to continue without delay
to perform its responsibilities under the Contract, in the accomplishment of all undisputed
work, the Supplier will bear any additional costs incurred by Sourcewell and/or its
Participating Entities as a result of such failure to proceed.

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

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

The party claiming default must provide written notice of the default, with 30 calendar days to
cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated
or other damages. If the default remains after the opportunity for cure, the non-defaulting
party may:

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

18. INSURANCE

A. REQUIREMENTS. At its own expense, Supplier 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. Supplier 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,

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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 liability-completed operations

$2,000,000 general aggregate

3. Commercial Automobile Liability Insurance. During the term of this Contract,
Supplier 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, Supplier will maintain
umbrella coverage over Employer’s Liability, Commercial General Liability, and
Commercial Automobile.

Minimum Limits:

$2,000,000

5. Network Security and Privacy Liability Insurance. During the term of this Contract,
Supplier will maintain coverage for network security and privacy liability. The coverage
may be endorsed on another form of liability coverage or written on a standalone
policy. The insurance must cover claims which may arise from failure of Supplier’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 Supplier 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, Supplier 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 Supplier Development Administrator assigned to this Contract. The certificates must
be signed by a person authorized by the insurer(s) to bind coverage on their behalf.

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Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide
certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in
this Contract.

C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY
INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including
their officers, agents, and employees, as an additional insured under the Supplier’s commercial
general liability insurance policy with respect to liability arising out of activities, “operations,” or
“work” performed by or on behalf of Supplier, and products and completed operations of
Supplier. 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. Supplier 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 Supplier 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 Supplier or its subcontractors. Where permitted by law, Supplier 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.

19, 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. Supplier 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 Supplier conducts with Sourcewell and Participating Entities.

20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Supplier 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 Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in
writing.

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Supplier 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. Supplier certifies and warrants that
neither it nor its principals have been convicted of a criminal offense related to the subject
matter of this Contract. Supplier further warrants that it will provide immediate written notice
to Sourcewell if this certification changes at any time.

21. 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 have additional requirements based
on specific funding source terms or conditions. 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 Supplier's Equipment, Products, or Services with
United States federal funds. A Participating Entity that intends to access United States federal
funds to purchase any Equipment or Products provided by Vendor, through its authorized dealer,
under this Contract must notify Supplier and its authorized dealer of this intention in connection
with its issuance of a purchase order relating to this Contract.

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

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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

all suspected or reported violations to the federal awarding agency. Supplier 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 ali 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. Supplier certifies that during the term of
an award for all contracts by Sourcewell resulting from this procurement process, Supplier 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. Supplier
certifies that during the term of an award for all contracts by Sourcewell resulting from this
procurement process, Supplier must comply with applicable requirements as referenced above.

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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).
Supplier 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.
§180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3
C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names
of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared
ineligible under statutory or regulatory authority other than Executive Order 12549, Supplier
certifies that neither it nor its principals are presently debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded from participation by any federal
department or agency.

G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file
any required certifications. Suppliers must not have used federal appropriated funds to pay any
person or organization for influencing or attempting to influence an officer or employee of any
agency, a member of Congress, officer or employee of Congress, or an employee of a member
of Congress in connection with obtaining any federal contract, grant, or any other award
covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that
takes place in connection with obtaining any federal award. Such disclosures are forwarded
from tier to tier up to the non-federal award. Suppliers must file all certifications and
disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31
U.S.C. § 1352).

H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with
the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies
that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after
grantees or subgrantees submit final expenditure reports or quarterly or annua! financial
reports, as applicable, and all other pending matters are closed.

|, ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier
must comply with the mandatory standards and policies relating to energy efficiency which are
contained in the state energy conservation plan issued in compliance with the Energy Policy
and Conservation Act.

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