2023 Cooperative Purchasing Agreement

Town of Wickenburg — Regular Meeting (2026-04-06)

Extracted text (via ocr_local) 46257 characters

AGREEMENT TO PROVIDE SERVICES/SUPPLIES
PURSUANT TO A
COOPERATIVE PURCHASING CONTRACT
(Bridging Agreement)

This Agreement is made and entered into by and between the Town of Wickenburg,
Arizona, a municipal corporation, hereinafter designated as “Wickenburg”, and Enterprise Fleet
Management, Inc., a Missouri corporation, hereinafter designated as the “Contractor.”

Recitals:

A. Contractor has contracted with Sourcewell to provide fleet management services,
materials and/or equipment pursuant to Contract No. 030122-EFM (the Cooperative Purchasing
Contract);

B. Wickenburg intends to use the Cooperative Purchasing Contract to provide fleet
management services, materials and/or equipment; and

Cc. Pursuant to A.R.S. § 41-2631 ef seq. and Wickenburg Code § 4-4-11, Wickenburg
has authority to utilize cooperative purchasing contracts and engage contractors under the terms
thereof.

CONTRACTOR AND WICKENBURG, FOR THE CONSIDERATION HEREINAFTER
SET FORTH, PROMISE, COVENANT AND AGREE AS FOLLOWS:

1. Scope of Work.
1.1 Contractor shall provide the following services, materials and/or equipment:
FLEET MANAGEMENT SERVICES

as described in the Cooperative Purchasing Contract documents attached hereto as Exhibit A.1,
which are incorporated herein by reference. As used in this Contract, all references to Sourcewell
shall mean the Town of Wickenburg, Arizona.

1.2. Contractor shall comply with all specific requirements and/or options of
Wickenburg, as specified in Exhibit B attached hereto and incorporated herein by reference.
FLEET MANAGEMENT SERVICES will be authorized by the written quote or accepted by the
Town Representative as specified in Exhibit B. Acceptance of a written quote by the Town
Representative for the specified FLEET MANAGEMENT SERVICES shall constitute
Contractor's authorization to proceed as described, in accordance with Section 1 of the Enterprise
FM Trust Master Equity Lease Agreement. The Town does not guarantee any amount of work
under this contract. All Services shall be performed in compliance with applicable laws and
regulations.

Form No. 5.2
Cooperative Purchasing Agreement (non-Statc)
Revised: September 21, 2015

2. Payment. Payment to the Contractor for the services, materials and/or equipment
provided shall be made in accordance with Section 3(c) of the Enterprise FM Trust Master
Equity Lease Agreement. The contract price for any given year shall not exceed $550,000.

3. Terms of Cooperative Purchasing Contract Apply. All provisions of the Cooperative
Purchasing Contract documents are incorporated in and shall apply to this Contract as though
fully set forth herein, except as otherwise provided for in this Agreement.

4. Contract Term and Renewal. The term of the Contract attached hereto as Exhibit A.1.
shall commence upon approval and continue through April 18, 2026 unless terminated as
otherwise provided in this Agreement or the Cooperative Contract.

5. Certificates of Insurance. All insurance provisions of the Cooperative Purchasing
Contract shall apply, including without limitation, the requirement to name the Town as an
additional insured. Prior to commencing work under this Contract, Contractor shall furnish the
Town with Certificates of Insurance, or formal endorsements as required by the Contract, issued
by the Contractor’s insurer(s) as evidence that policies providing the required coverages,
conditions and limits required by this Contract are in full force and effect.

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

“Town”

TOWN OF WICKENBURG,
an Arizona municipal corporation

wa G Ft 22
Stephen‘Erno, Town Manager DA’

Amy Brown, CMC, Town Clerk

APPROVED AS TO FORM:
Trish Stuhan

Michelle N. Stinson
Pierce Coleman PLLC, Town Attorneys

“Contractor”

ENTERPRISE FLEET MANAGEMENT, INC.,
a Missouri corporation

ts:

G[22[r0r

DATE.

EXHIBIT A
COOPERATIVE PURCHASE AGREEMENT
Exhibit A.1 — Contract Between Sourcewell and Enterprise Fleet Management
Exhibit A.2 — Enterprise Proposal Pricing Numbers Under Sourcewell Contract
Exhibit A.3 — Master Equity Lease Agreement
Exhibit A.4 — Addendum to Master Equity Lease Agreement

Exhibit A.5 — Medium and Heavy Duty Vehicle Insurance Addendum to Master Equity
Lease Agreement

Exhibit A.6 — Agreement to Sell Customer Vehicles
Exhibit A.7 — Consignment Auction Agreement

Exhibit A.8 — Telematics Services Agreement

Exhibit A.9 - Company Owned Vehicle Service Agreement

Exhibit A.10 - Government Credit Application

EXHIBIT A.1

Contract Between Sourcewell and Enterprise Fleet Management

DocuSign Envelope IO: 37AD2179-C4CB-4EF 6-8702-53507 0049723

030122-EFM

Sourcewell ay
Solicitation Number: RFP #030122

CONTRACT

This Contract is between Sourcewell, 202 12th Street Northeast, P.O, Box 219, Staples, MN
56479 (Sourcewell}) and Enterprise Fleet Management, Inc., 600 Corporate Park Drive, St. Louis,
MO 63105 (Supplier).

Souscewell 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 Fleet Management Services 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 18, 2026, unless it is
cancelled sooner pursuant to Article 22. This Contract may be extended one additional year
upon the request of Sourcewelt 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, 3/2021 1

DocuSign Envelope 10: 37AD2179-C4CB-4EF8-87D2-53507D0A9723

030122-EFM

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. Equipment, product, or service warranties will be provided by the
manufacturer or service provider. Supplier will assist the Participating Entity in reaching a
resolution in any dispute over warranty terms with the manufacturer or service provider. Any
manufacturer's or service provider's warranty will be passed on to the Participating Entity.

GQ 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 Sourcewelll 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. If the damage is not readily
apparent at the time of delivery, Supplier must permit the Equipment and Products to be
returned within a reasonable time at no cost to Sourcewell or its Participating Entities.
Participating Entities reserve the right to inspect the Equipment and Products at a reasonable

Rev. 3/2021 2

DocuSign Envelope ID: 37AD2179-C4CB-4EF8-8702-53507 DDA9723

030122-EFM

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

in the event that Equipment and Products arrive in a defective or inoperable condition, the
Participating Entity must promptly bring any such condition to Supplier's attention. Supplier will
then provide commercially reasonable assistance to the Participating Entity in any
communication or negotiation with the Equipment and Product’s manufacturer or dealer, as
applicable, with respect to claims relating to such condition.

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.
Ata minimum, the request must:

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

¢ 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. 3/2021 3

DocuSign Envelope 10: 37AD2179-C4CB-4EF8-8702-53507DDA9723

030122-EFM

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 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. 3/2021 4

DocuSign Envelope 1D: 37AD2179-C4CB-4EF8-8702-53507DDA9723

030122-EFM

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. 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 prior to the
applicable Equipment and Product manufacturer or dealer deadline, in whole or in part,
immediately upon notice to Supplier in the event of any of the following:

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.

Any termination thereafter will be governed by the terms and conditions of Supplier's affiliates’
Master Lease Agreement.

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;

Rev. 3/2021 s

DocuSign Envelope 1D: 37AD2179-C4CB-4EF8-8702-53507 DDA9723

030122-EFM

© 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, 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;

Participating Entity City;

Participating Entity Zip/Postal Code;

¢ Participating Entity Contact Name;

¢ Participating Entity Contact Telephone Number;

¢ Sourcewell Assigned Entity/Participating Entity Number;

@ Item Purchased Description;

Item Purchased Price;

8. 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

Rev. 3/2021 6

DocuSign Envelope ID: 37AD2179-C4CB-4EF8-8702-53507 DDA9723

030122-EFM

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 Agreement 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,

Rev. 3/2021 ?

DocuSign Envelope ID: 37AD2179-C4CB-4EF 8-8702-53507 DDA9723

030122-EFM

€. CONTRACT COMPLETE. This Contract, with respect to the subject matter hereof, 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, including their agents and
employees, harmless from any third-party claims or causes of action, including attorneys’ fees
incurred by Sourcewell, arising out of any act or omission in the performance of this Contract by
the Supplier or its agents or employees. Sourcewell’s responsibility will be governed by the
State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable
law.

Indemnity obligations between Supplier and any Participating Entity, if any, will be as set forth
in the applicable Supplier's affiliates’ Master Lease Agreement.

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, stored, used,
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,

Rev. 3/2021 8

DocuSign Envelope ID: 37AD2179-C4CB-4EF8-8702-535070DA9723

030122-EFM

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. As applicable, Supplier agrees to indemnify and hold harmless Sourcewell and its
Participating Entities against any and all suits, claims, judgments, and costs instituted or
recovered against Sourcewell or Participating Entities by any person on account of the use
of any Equipment or Products by Sourcewell or its Participating Entities supplied by Supplier
in violation of applicable patent or copyright laws.
5. 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, 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.

Rev. 3/2021 3

DocuSign Envelope ID: 37AD2179-C4CB-4EF8-8702-53507 DDAS723

030122-EFM

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 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.

8. 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

Rev. 3/2021 10

DocuSign Envelope (D: 37AD2179-C4C8-4EF8-87D2-53507DDA9723

030122-EFM

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,
contractual liability, blanket contractual liability, and personal injury and advertising
injury. All required limits, terms and conditions of coverage must be maintained during
the term of this Contract.

Minimum Limits:

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

$1,000,000 Personal and Advertising Injury

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

$2,000,000 general aggregate

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

Rev, 3/2021 il

DocuSign Envelope ID: 37AD2179-C4CB-4EF8-8702-53507DDA9723

030122-EFM

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.

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.

Rey. 3/2021 12

DocuSign Envelope ID: 37AD2179-C4CB-4EF8-8702-535070DA9723

030122-EFM

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 patd 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 locat 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

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

Rev. 3/2021 123

DocuSign Envelope ID: 37AD2179-C4CB-4EF&-8702-53507DDA9723

030122-EFM

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. 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). Intentionally omitted.

C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708).
Intentionally omitted.

D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. Intentionally omitted.

E. CLEAN AIR ACT (42 U.S.C. § 7401-76710.) AND THE FEDERAL WATER POLLUTION CONTROL
ACT (33 U.S.C. § 1251-1387). Intentionally omitted.

F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award
{see 2 CF.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

Rev. 3/2021 14

DocuSign Envelope 1D: 37AD2179-C4CB-4EF8-8702-53507 DDA9723

030122-EFM

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 annual financial
reports, as applicable, and all other pending matters are closed.

|. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. Intentionally omitted.
J, BUY AMERICAN PROVISIONS COMPLIANCE. Intentionally omitted.

K. ACCESS TO RECORDS (2 C.F.R. § 200,336). Supplier agrees that duly authorized
representatives of a federal agency must have access to any books, documents, papers and
records of Supplier that are directly pertinent to Supplier's discharge of its obligations under
this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The
right also includes timely and reasonable access to Supplier's personnel for the purpose of
interview and discussion relating to such documents.

L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). intentionally omitted.

M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier not use the seal(s), logos, crests, or
reproductions of flags or likenesses of Federal agency officials without specific pre-approval.

N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to
this Contract or any purchase by an Participating Entity and is not subject to any obligations or
liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter
resulting from the Contract or any purchase by an authorized user.

0. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The
Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and
Statements) applies to the Supplier’s actions pertaining to this Contract or any purchase by a
Participating Entity.

P, FEDERAL DEBT. The Supplier certifies that it is non-delinquent in its repayment of any
federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit
disallowance, and benefit overpayments.

Rev. 3/2021 is

DocuSign Envelope ID. 37AD2179-C4CB-4EF8-8702-53507DDA9723

030122-EFM

Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services,
Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to
the anticipated work under this Contract raises an actual or potential conflict of interest (as
described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in
writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and
Participating Entity are able to assess the actual or potential conflict; and provide any additional

information as necessary or requested.

R. U.S, EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S.
Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources
and support to individuals and organizations associated with terrorism.

S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR

EQUIPMENT. Intentionally omitted.

T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies
that during the term of this Contract will comply with applicable requirements of 2 C.F.R. §

200.322.

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.

Sourcewell

Docudignes by:
[sey sty
Jeremy Schwartz
Title: Chief Procurement Officer

5/4/2022 | 9:11 AM COT

By:

Date:

Rev, 3/2021

Enterprise Fleet Management, Inc.

Dain. Cesc
EFC2T9C 1DESO4ES

By:

Dain Giesie
Title: Vice President

5/4/2022 | 2:58 PM CDT
Date: