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Docusign Envelope ID: 99F20BA0-2801-4513-9838-A56ECE9C5704 C26-0040 LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND RDO EQUIPMENT CO. This Linking Agreement (“Agreement”) is entered into as of this 10th day of February, 2026, between the City of Glendale, an Arizona municipal corporation (“City”), and John Deere Construction Retail Sales, a division of John Deere Shared Services, LLC, dba John Deere Constcuction Retail Sales, a Delaware limited liability company, authorized to do business in Arizona (“Contractor”), collectively, the “Parties.” RECITALS A. On April 5, 2023, Sourcewell, a State of Minesota local government unit and service cooperative entered into a contract to purchase the goods and services described in the Heavy Construction Equipment with Related Attachments and Technology Contract No. 011723-JDC (“Cooperative Agreement” with John Deere Construction Retail Sales, a division of John Deere Shared Services, LLC, dba John Deere Construction Retail Sales (“Contractor”). The Cooperative Agreement, which is attached hereto as Exhibit A, allows its cooperative use by other governmental agencies, including the City. B. Section 2-149 of the City’s Procurement Code permits the Finance Director 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. (ce Section 2-149 also provides that the Finance Director may enter into such cooperative agreements without meeting the formal or informal solicitation and bid requirements of Glendale City Code Sections 2-145 and 2-146. D. RDO Equipment Co. (“RDO”) is an authorized John Deere Construction & Forestry Company (“JDCFC”) dealer in the state of Arizona. Although this Linking Agreement is between the City and the Contractor, both parties consent to the City issuing an order directly to RDO and RDO performing Contractor’s obligations hereunder. E. 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: 1. Term of Agreement. A. As provided in the Cooperative Agreement, purchases can be made by governmental entities from the date of award, which was April 5, 2023, until the date the contract expires on April 14, 2027, unless the term is extended by mutual agreement of the parties to the Cooperative 1 01/28/2025 Docusign Envelope ID: 99F20BA0-2801-4513-9838-A56ECE9C5704 Agreement. The initial period of this Agreement is the period from the Effective Date of this Agreement until April 14, 2027. B. The City may extend the term of this Agreement for one additional year until April 14, 2028 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 anniversary of the Effective Date. Glendale extensions are not automatic and shall only occur if the City affirmatively exercises its right to extend this Agreement. 2. 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. 3. Compensation. A. City shall pay Contractor compensation at the same rate and on the same schedule as ptovided in the Cooperative Purchasing Agreement, which is attached hercto as Exhibit C. B. The total purchase price for the supplies and/or services purchased under this Agreement shall not exceed one million five hundred dollars ($1,500,000) for the entire term of the Agreement (initial term plus any extensions). 4. Cancellation. This Agreement may be cancelled pursuant to A.R.S. § 38-511. 5. Non-discrimination. Contractor must not discriminate against any employee or applicant for employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual orientation, gender identity or expression, genetic characteristics, familial status, U.S. military veteran status or any disability. Contractor will require any Sub-contractor to be bound to the same requirements as stated within this section. Contractor, and on behalf of any subcontractors, warrants compliance with this section. 6. Insurance Certificate. A certificate of insurance applying to this Agreement must be provided to the City prior to the Effective Date. 7. E-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the requirements of ARS. § 41-4401. 8. No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties hereby certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in, a boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393. 9. Uyghur Forced Labor Prevention Act (UFLPA). Contractor certifies that it does not currently, and during the term of this Agreement, will not use: 01/28/2025 Docusign Envelope ID: 99F20BA0-2801-4513-9838-A56ECE9C5704 a. the forced labor of ethnic Uyghurs in the People’s Republic of China; b. any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China; and c. any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 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 Fleet Management - Craig Croner 6210 W. Myrtle Avenue Glendale, AZ 85301 and RDO Construction Equipment Co. c/o Brandon Lazell 2649 N. 29" Avenue Phoenix, AZ 85009 blazell@rdoequipment.com 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: Patrick S. Banger City Manager “Contractor” John Deere Construction Retail Sales a division of John Deere Shared Services LLC, DBA John Deere Construction Retail Sales DocuSigned by: By: Julia Watts 1/21/2026 yi: ( 874406D04A524C8.. Name: Julia Watts Title: General Sales Manager 01/28/2025 Docusign Envelope ID: 99F20BA0-2801-4513-9838-A56ECE9C5704 ATTEST: Julie K. Bower (SEAL) City Clerk APPROVED AS TO FORM: Michael D. Bailey City Attorney 01/28/2025 Docusign Envelope ID: 99F20BA0-2801-4513-9838-A56ECE9C5704 LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND RDO EQUIPMENT Co. EXHIBIT A SOURCEWELL JOHN DEERE CONSTRUCTION RETAIL SALES, A DIVISION OF JOHN DEERE SHARED SERVICES, LLC, DBA JOHN DEERE CONSTRUCTION RETAIL SALES CONTRACT NO. 011723-JDC HEAVY CONSTRUCTION EQUIPMENT WITH RELATED ATTACHMENTS AND TECHNOLOGY Docusign Envelope ID: 99F20BA0-2801-4513-9838-A56ECE9C5704 @ JOHN DEERE John Deere Worldwide Construction & Forestry 1300 River Dr, Moline, IL 61265 U.S.A. Cell: 740-851-2935 ChattinJeffreyR@JohnDeere.com J. Ryan Chattin Manager, Commercial Development VIA EMAIL DELIVERY May 23rd, 2025 To whom it may concern: Please be advised that RDO Equipment Co. is an authorized John Deere Construction & Forestry Company (“JDCFC”) dealer in the state of Arizona. As such, RDO Equipment Co. is authorized and trained to sell, lease, and rent the full Construction and Forestry equipment line and authorized to sell the subsequent genuine OEM parts. In addition, RDO Equipment Co. is qualified and trained to provide service and warranty repairs on JDCFC products. If you have any questions about RDO Equipment Co.’s relationship as an authorized dealer for JDCFC, please feel free to contact me. Sincerely, Regards, Of l= J. Ryan Chattin Manager, Commercial Development Company Use Docusign Envelope ID: 99F20BA0-2801-4513-9838-A56ECE9C5704 LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE, ARIZONA AND RDO EQUIPMENT Co. EXHIBIT B Scope of Work For the purchase of heavy construction equipment with related attachments and technology by Fleet Management - on an as-needed basis. Docusign Envelope ID: 99F20BA0-2801-4513-9838-A56ECE9C5704 DocuSign Envelope ID: 54FC24D3-8A5A-4541-98A2-44B284ACDC8E 011723-JDC = Sourcewell qi Solicitation Number: RFP # 011723 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and John Deere Construction Retail Sales a division of John Deere Shared Services LLC, DBA John Deere Construction Retail Sales, 1300 River Drive, Moline, IL 61265 (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 Heavy Construction Equipment with Related Attachments and Technology from which Supplier was awarded a contract. Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities). 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below. B. EXPIRATION DATE AND EXTENSION. This Contract expires April 14, 2027, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended one additional year upon the request of Sourcewell and written agreement by Supplier. C. 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 A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Rev. 3/2022 1 Docusign Envelope ID: 99F20BA0-2801-4513-9838-A56ECE9C5704 DocuSign Envelope ID: 54-C24D3-8A5A-4541-98A2-44B284ACDC8E 011723-JDC 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 warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship. In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. 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. c. 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 all costs to the Participating Entity’s requested delivery location. Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase. A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. The John Deere Warranty Statement describes covered items and services when returning Damaged Equipment and Rev. 3/2022 2 Docusign Envelope ID: 99F20BA0-2801-4513-9838-A56ECE9C5704 DocuSign Envelope ID: 54FC24D3-8A5A-4541-98A244B284ACDC8E 011723-JDC Products. Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity. 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 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: e 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. Rev. 3/2022 3 Docusign Envelope ID: 99F20BA0-2801-4513-9838-A56ECE9C5704 DocuSign Envelope ID: 54FC24D3-8A5A-4541-98A2-44B284ACDC8E 011723-JDC A fully executed Sourcewell Price and Product 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 that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. 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 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. Rev. 3/2022 4 Docusign Envelope ID: 99F20BA0-2801-4513-9838-A56ECE9C5704 DocuSign Envelope ID: 54FC24D3-8A5A-4541-98A2-44B284ACDCBE 011723-JDC 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, 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. 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 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 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 provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements. 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. Rev. 3/2022 5 Docusign Envelope ID: 99F20BA0-2801-4513-9838-A56ECE9C5704 DocuSign Envelope ID: 54FC24D3-8A5A-454 1-98A2-44B284ACDC8E 011723-JDC 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: e Participating Entity Name (e.g., City of Staples Highway Department); ¢ Participating Entity Physical Street Address; © Participating Entity City; e Participating Entity State/Province; e Participating Entity Zip/Postal Code; ¢ Item Purchased Description; @ Item Purchased Price; © Sourcewell Administrative Fee Applied; and e Date Purchase was invoiced/sale was recognized as revenue by Supplier. 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. Any state that requires a Sourcewell participating addendum with an additional admin fee, we reserve the right to reduce the list price discount to accommodate this additional 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. Rev. 3/2022 6 Docusign Envelope ID: 99F20BA0-2801-4513-9838-A56ECE9C5704 DocuSign Envelope ID: 54FC24D3-8A5A-4541-98A2-44B284ACDC8E 011723-JDC 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 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. E. 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. Rev. 3/2022 7 Docusign Envelope ID: 99F20BA0-2801-4513-9838-A56ECE9C5704 DocuSign Envelope ID: 54FC24D3-8A5A-454 1-98A2-44B284ACDC8E 011723-JDC 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 any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Sourcewell’s responsibility will be governed by the State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law. 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. Rev. 3/2022 8 Docusign Envelope ID: 99F20BA0-2801-4513-9838-A56ECE9C5704 DocuSign Envelope ID: 54FC24D3-8A5A-4541-98A2-44B284ACDCBE 011723-JDC 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, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, 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. Rev. 3/2022 9 Docusign Envelope ID: 99F20BA0-2801-4513-9838-A56ECE9C5704 DocuSign Envelope ID: 54FC24D3-8A5A-454 1-98A2-44B284ACDC8E 011723-JDC 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 all 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. 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. A material 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. Rev. 3/2022 10 Docusign Envelope ID: 99F20BA0-2801-4513-9838-A56ECE9C5704 DocuSign Envelope ID: 54FC24D3-8A5A-4541-98A2-44B284ACDC8E 011723-JDC 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, 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 Rev. 3/2022 11 Docusign Envelope ID: 99F20BA0-2801-4513-9838-A56ECE9C5704 DocuSign Envelope ID: 54FC24D3-8A5A-4541-98A2-44B284ACDC8E 011723-JDC 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. 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. The waiver must apply to all deductibles and/or self- insured retentions applicable to the required or any other insurance maintained by the Supplier. Rev. 3/2022 12 Docusign Envelope ID: 99F20BA0-2801-4513-9838-A56ECE9C5704 DocuSign Envelope ID: 54FC24D3-8A5A-4541-98A2-44B284ACDC8E 011723-JDC 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. 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 Intentionally Omitted. 22. CANCELLATION Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation. Rev. 3/2022 13