City of Sacramento
City Council - 2PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2024-01948 12/10/2024 Consent Item 5.
Cooperative Purchase Agreement: Replacement Truck - Traffic Striping Machine File ID: 2024-01948
Location: Citywide
Recommendation: Pass a Motion: 1) approving the use of the Sourcewell cooperative purchase agreement with EZ Liner (Contract No. 080521-EZL) for the purchase of one replacement Traffic Striping Machine not to exceed $453,862; and 2) authorizing the City Manager or the City Manager’s designee to take any necessary actions to complete the purchases specified above.
Contact: Stacey Chatman, Program Specialist, (916) 808-6711, [email protected]; Alison Kerstetter, Fleet Manager, (916) 808-1163, [email protected]; Department of Public Works
Presenter: None
Attachments:
1-Description/Analysis
2-Contract
Description/Analysis
Issue Detail: The Public Works Department, through its Fleet Management Division, has a need to purchase a replacement traffic striping machine for the Maintenance Services Division. The specialized vehicle is essential for applying pavement marking and striping on city roads, ensuring clear and consistent guidance, directional cues, and warnings for motorists and pedestrians. The replacement striping truck will enhance the city’s ability to maintain safe and visible road markings, which are critical for traffic management, public safety, and adherence to transportation standards.
This acquisition supports the city’s ongoing commitment to keeping roadways, accessible, and well- marked for all users.
Policy Considerations: The recommendations in this report are in accordance with Sacramento City Code Chapter 3.56 which requires City Council approval of actions of $250,000 or more and which provides for the use of cooperative purchase agreements without competitive bidding. (Section
3.56.240).
File ID: 2024-01948 12/10/2024 Consent Item 5.
Economic Impacts: None.
Environmental Considerations:
California Environmental Quality Act (CEQA): No environmental review is necessary because the recommendations in this report involve the purchase of a vehicle and are not considered to be a project in accordance with Section 15378(b)(2) of the CEQA guidelines.
Sustainability: The recommended purchases are consistent with the Fleet Sustainability Policy adopted by City Council on December 12, 2017 (Resolution No. 2017-0478) and in compliance with current California Air Resource Board (CARB) regulations as there is currently no zero emission comparable option for replacement.
Commission/Committee Action: None.
Rationale for Recommendation: After reviewing the available purchase options, the Fleet Management Division has determined that the Sourcewell cooperative purchase agreement with EZ Liner represents the most advantageous purchasing strategy. The contract was competitively bid nationally, and Sourcewell receives greater discounts from the manufacturer due to a higher purchase volume than the City would receive if issuing its own bid.
In an ongoing effort to maximize cost savings and staff resources, many government agencies share contracting efforts through cooperative purchasing. This procurement method increases pricing competitiveness and lowers operating costs through volume buying. When comparing the administrative costs of procurement, staff considers product research, source selection, specifications, advertising, staff reports, awarding, protest, and administration of the contract.
The City has used both regional and national cooperative purchase agreements to complement its own contracting initiatives. Cooperative purchasing enables City departments to evaluate a broader range of contracting opportunities and to share resources with other jurisdictions. Cooperative purchasing also leverages internal and external resources to maximize cost savings opportunities for the City.
Financial Considerations: The recommended purchase, in a total amount not to exceed $453,862, will be made from the Department of Public Works Fiscal Year (FY) 2024/25 operating budget (Fleet Fund, Fund 6501) and will be charged to the Department of Public Works Gas Tax Fleet Project (I06152125, Fund 2002). Sufficient funding exists in the Department of Public Works FY2024/25 operating budget and the Public Works Fleet Project (I06152125) to support the recommended purchase.
Local Business Enterprise (LBE): EZ Liner is not an LBE. The minimum LBE participation requirement is waived for the City’s use of cooperative purchase agreements that have been competitively bid, evaluated, and awarded by other governmental agencies that may or may not have similar LBE programs.
1 ADDITIONAL TERMS AND CONDITIONS (PARTICIPATING ADDENDUM) COOPERATIVE PURCHASE AGREEMENT WHEREAS, Vogel Traffic Services, Inc., dba EZ Liner (Supplier) and Sourcewell entered into Sourcewell Contract RFP #080521 (collectively with subsequent Amendments, Sourcewell Contract) awarded October 8, 2021; WHEREAS, a Sourcewell Participating Entity may require "additional terms and conditions" to the Sourcewell Contract; WHEREAS, the City of Sacramento (City) is a Sourcewell Participating Entity, and wishes to purchase equipment sold by the Contractor pursuant to the terms of the Sourcewell Contract and these Additional Terms and Conditions; and WHEREAS, Supplier wishes to sell equipment to the City, and agrees to be bound by the terms and conditions of the Sourcewell Contract and these Additional Terms and Conditions: NOW THEREFORE, Supplier or Dealer and the City agree as follows: 1. Purchase of Equipment at Quoted Prices. The City agrees to purchase equipment from quotes received prior to purchase, at the prices set forth therein, from Supplier or Dealer, pursuant to the terms and conditions of the Sourcewell Contract and these Additional Terms and Conditions. The terms of the Sourcewell Contract shall apply to this purchase and shall control over any contrary terms included in Quote, or any other documentation provided by Supplier or Dealer, including their respective Terms and Conditions. 2. Purchase via Purchase Order. Supplier and Dealer agree that the Equipment identified in the Quote shall be delivered to the City, as ordered via a subsequently issued Purchase Order, at a time prior to the Sourcewell Contract expiration date of October 11, 2025. 3. Indemnity. In addition to Suppliers obligations to City under the Sourcewell Contract, Dealer shall defend, hold harmless, and indemnify City, its officers, and employees, and each and every one of them, from and against all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, and expenses of every type and description, whether arising from the purchase, delivery or use of the Equipment set forth in the attached Quote, including any fees and costs reasonably incurred by Citys staff attorneys or outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter collectively referred to as Liabilities), including Liabilities for personal injury or death, damage to personal, real, or intellectual property, damage to the environment, contractual or other economic damages, or regulatory penalties, arising out of or in any way connected with performance of or failure to perform by Dealer, any subcontractor (including lower-tier subcontractors) or agent of Dealer, their respective officers and employees, and anyone else for whose acts of omissions any of them may be liable, whether or not the Liabilities (i) are caused in part by a party indemnified hereunder, or (ii) are litigated, settled, or reduced to judgment; provided that the foregoing indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, damage, or expense, to the extent arising from the active negligence or willful misconduct of, or defects in design furnished by, City, its agents, servants, or independent contractors who are directly responsible to City, except when such agents, servants, or independent contractors are under the supervision and control of Contractor or any subcontractor (including lower-tier subcontractors) or agent of Dealer. 4. Insurance. In addition to Suppliers obligations to City under the Sourcewell Contract, Dealer shall, at its sole cost and expense, maintain the level of insurance coverage described in Article 18 of the Sourcewell Contract and name the City as an additional insured on all relevant insurance policies. 5. Governing Law & Venue: Per Article 6.E of the Sourcewell Contract, Dealer agrees that the relationship between the City and Dealer shall be governed, construed and enforced in accordance with the laws of the State of California, except that the rule of interpretation in California Civil Code section 1654 will not apply. Venue of any litigation arising out of the Citys purchase or use of the Equipment set forth in attached Quote will lie exclusively in the state trial court or Federal District Court located in Sacramento County in the State of California, and the Parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts. 6. California Public Records Act. Dealer acknowledges that the City is a public entity, subject to Californias public records laws and that any documents related to the Sourcewell Contract and these Additional Terms and Conditions may be subject to disclosure pursuant to state law in response to a public records request or to subpoena or other judicial process. If Dealer believes document related to the Sourcewell Contract contains trade secrets or other proprietary data, Dealer must notify the 2 City and include with the notification a statement that explains and supports Dealers claim. Dealer also must specifically identify the trade secrets or other proprietary data that Dealer believes should remain confidential. In the event the City determines it is legally required to disclose pursuant to law any documents or information Dealer deems confidential trade secrets or proprietary data, the City, to the extent possible, will provide Dealer with prompt written notice by certified mail, fax, email or other method that tracks delivery status of the requirement to disclose the information so Dealer may seek a protective order from a court having jurisdiction over the matter or obtain other appropriate remedies. The notice will include a time period for Dealer to seek court ordered protection or other legal remedies as deemed appropriate by Dealer. If Dealer does not obtain such court ordered protection by the expiration of said time period, the City may release the information without further notice to Dealer or Supplier. 7. Rights. The City shall have the same the same rights as Sourcewell under the Sourcewell Contract, except to the extent said rights are expanded pursuant to the terms of these Additional Terms and Conditions. Except as specifically modified or supplemented herein, all terms and conditions of the Sourcewell Contract shall remain in full force and effect, and Supplier shall perform all of the services, duties, obligations, and conditions required under the Sourcewell Contract, at the prices set forth in the quote received before purchase. 8. No City Obligation to Purchase. Nothing in these Additional Terms and Conditions, nor the Sourcewell Contract shall be interpreted to require the City to rent and or/purchase any equipment or services from Supplier or Dealer. The terms of the Sourcewell Contract shall control over any contrary terms included in any quote, or any other documentation provided by Supplier or Dealer, including their respective Terms and Conditions. 9. Survival of Terms. Notwithstanding Article 1.C of the Sourcewell Contract, and notwithstanding any expiration or termination of the Sourcewell Contract, all performance obligations induced prior to expiration or termination of the Sourcewell Contract will survive said expiration or termination. Likewise, Dealers obligations as set forth in these Additional Terms and Conditions shall survive the expiration or termination of the Sourcewell Contract. 10. Authority. Dealer warrants and represents that the person or persons executing this document on behalf of Dealer has or have been duly authorized by Supplier and Dealer to sign these Additional Terms and Conditions and bind Supplier and Dealer to the terms hereof. Approved By: Contractor Approved By: Attested To By: Ryan Moore, Assistant City Manager City of Sacramento City Clerk Approval Recommended By: Approved As to Form By: Project Manager City Attorney
Bo 1 0, Orange City, Iowa 10 1Phone: 12- 3 - 01 1-800-3 3- 01 PROPOSAL FOR:THE CITY OF SACRAMENTO, CALIFORNIABY EZ LINERMODEL TS-AL220AIRLESS PAINTSTRIPING TRUCK
1 SOURCEWELL CONTRACT #080521SPECIFICATIONS FOR ROADWAY MAINTENANCE EQUIPMENTEZ LINER MODEL TS-AL220 BASE UNIT18B08/05/20211.0Performance specification:retro-reflective lines with spacing between lines frPaint applications speeds shall be from 4 MPH to 12 MPH. Application rates of 12mil to 15 mil wet film thickness paint for standard formulations of traffic paint and 6 to 8 lbs./gal and Type I glass beads. The unit is designed to operate in its own lane of traffic and shall is able to apply centerline and lane line/edge lines simultaneously. Independent carriage steering systems allow individual adjustment of the gun carriages.2.0Equipment platform: The construction shall be ofsmooth aluminum deck plate 88wide x length as required for components aluminumaluminum cross members with integrally formed rub rail.Walking area surfaces of platform shall be covered with anti-slip material. Acanopy shall be provided above the operator stations. Deck shall be installed on chassis frame rails using 10chassis frame rails with mid rail welded to deck with two (2) 4up steel ladders with a chrome grab handle each side of ladder openings and rear access.high with a mid rail. Steel rear bumper with stair step rear access incorporated into the design with right side hand railing. Removable aluminum rear fenderswith aluminum guard forward and to the rear shall be provided. LED platformlighting. Two (2) 10# fire extinguishers and two (2) cup holders shall also be provided. The auxiliary engine and air compressor shall remain their original factory powder coat colors. The underside of the deck will be painted the same color as the top of the deck. All coatings shall be lead free. The Unit shall be prime coated with a two-component urethane primer system. The topcoat shall be a two-component polyurethane coating. White is the standard factory paint color. Black powder coating shall be used on brackets, gun carriages and line guide.3.0Operator seats:Two (2) Bostrom air ride high back black vinyl covered seats with seat belts and seat tethers and inside armrest. At the top of the railing at provided.4.0Gun carriages:Heavy duty parallel arm type centerline and edge line carriages mounted in front of or behindthe rear axle. Each carriage shall be supported by dual tube in tube retractable structural steel slides with UHMWPE bearing material and one aircraft 13diameter gun carriage tire installed in a centerostrom air ride high back black vinyl co 2 swivel. Carriages shall be supported by auto lock brackets in the transport position and adjustable gun brackets are to be zinc plated. Two (2) paint gunsand two (2) bead guns installed on left gun carriage and one (1) paint gun and one (1) bead gun on the right gun carriage.5.0 Mechanical line guide:A front mount laterally adjustable line guide with 6.0 Paint supply:A drum storage area shall be provided capable of holding four (4) 55 gal. paint drums securely held in place with a web strap retention system.Paint re-circulation shall be provided. A stand tube shall be supplied for each paint suction hose suction tube.7.0 Low pressure paint pumps: Two (2) ARO Model 666151-244-paint load/charge pumps with 100 sq. in. filtercreen holes. Two load hoses with cam & groove fittings on both ends with pipe load tubes with 90° elbow with cam & groove fitting shall be provided to load paint. Low pressure paint pumps to be used to load paint and to charge thehigh-pressure paint pumps.8.0 High pressure paint pumps:Two (2) Titan/Speeflo Model 445-345 paint pumps with a combination of leather/UHMWPE packings rated at 13.0 GPM @ 2000 PSI shall be provided. Each pump shall be equipped with an 18 sq. in.high-pressure stainless-steel paint filter with 40 mesh screens, an ASME certified high-pressure stainless-steel surge chamber and check valve.9.0 Paint guns:Three (3) Graco Model 238-377 paint guns with heavy dutyreversible spray tips shall be provided. Full length ID nylon lined high pressure paint hoses with NPT stainless steel female swivel fitting on both ends shall be provided from the surge chambers to the paint guns. 10.0 Bead supply:A 1500# bead tank with three (3)ht glasses shall beprovided. 11.0 Vacuum bead loading:A vacuum bead loading system shall be provided oad hose with cam & groove er. A splitter/screen shall be installed in the neck of the bead tank to keep foreign objects from entering the bead system.12.0 Bead guns:Three (3) Graco Model 238-338 bead guns shall be provided. Full -spring bead hoses to be provided from the bead manifoldunder the bead tank to the bead guns.13.0 Air supply: Air supply shall be supplied by a hydraulically driven Boss Industries Model 80102-AHBI air compressor with air after cooler rated at 85 3 cfm @ 100 PSI. The system shall include a 12-gallon air tank and LaMan 111Fextractor/ dryer with auto drain. Two (2) air take off quick disconnect ports shall be provided-one at each gun carriage. A preset regulator shall be provided for carriage down pressure. A liquid filled system air pressure gauge shall be provided at the operatregulators for bead tank pressure and for the low-pressure paint pumps.14.0 Auxiliary engine:A Cummins Model QSF2.8-74Tier 4 Final74 hp diesel engine with 120-amp alternator shall be provided with controls at rear operator position, fuel drawn from chassis fuel tank using an auxiliary fuel pump and separate battery. A vertical exhaustion with rain capshall be provided, and the engine enclosure shall be foam sound insulated.15.0 Hydraulic power: A 50 gallon hydraulic oil reservoir with sight level/temperature gauge, suction screen and return line filter with service indicator and 10 micron cartridge type breather filter shall be provided along with a direct driven pressure compensated piston type hydraulic pump rated at 23gpm @ 2000 rpm and a direct driven 3.0 cir gear pump and flow regulator to control hydraulic flow to air compressor motor. A hydraulic oil cooler shall be provided with 12vDC fan controlled with a preset temperature switch. Gun carriages shall be positioned using a power steering system with tilt steering wheel with spinner knob at each operator position and 5each carriage. A solenoid controlled hydraulic by-pass valve shall be provided to allow a no-load start for the auxiliary engine. High pressure paint pumps shall be manually controlled at each pump.16.0 Electrical system: A chassis cab control console shall be provided in the chassis cab containing the drcontrols for the paint striping body. Eachcircuit shall be color coded wire and shall have circuit protection. The wiring harnesses between the junction blocks to be protected by protective split loom covering. An LED white/red light with self-contained switch installed aboveeach operator position. The electrical junction blocks and main components of the timer system shall be installed in an above deck weatherproof electrical box.17.0 Skip line control system: Two (2) Skip-Line, Inc. Model SC-12 four-linecontrollers shall be provided. Ground speed signal shall be obtained from a heavy-duty aluminum wrap installed on the chassis driveshaft.18.0 Intercom system:A three position David Clark Model U3800 intercom systemshall be provided with a dual headset port as position and a single port at each operator position. The following headsets shall be provided-one (1) Model H3492 single muff and two (2) H3432 dual muff design. Three (3) headset storage hooks shall be provided.19.0 Safety lighting:The following Whelen LED amber strobe lights shall be provided-Four (4) Model L41AP 360° Super-LED beacons, one on each front 4 corner of deck or on a chassis cab roof bracket, and one on each rear corner ofunit. Two (2) Model LINV2A Super-LED 180° mini strobe lights on gun carriages with one installed on outside edge of each gun carriage.20.0 Electric actuators:Three (3) electric gun actuators shall be provided to remotely adjust the height of the paint guns. Control switches shall be provided on each respective Model SC-12 Master Control Box to control the height of the paint guns on each respective gun carriage.21.0 LED Arrow board:cab.22.0 Drawings & technical literature:A complete set of drawings shall besubmitted. These drawings shall show the deck layout and weight distributionsof the proposed unit. Descriptive literature, technical data and photographs shall be included with proposal.23.0 Project meetings:A preconstruction or pre-build meeting will be held at the s facility or via video conference with vendor including the cost for involvingrepresentative. The proposal shall also include the cost of transportation, lodging and meals for two (2) customeremployees to attend a factory pre-delivery inspection meeting at approximately 85% to 95% completion stage.24.0 Technical support:Training is not included in the base price but will be priced out on a case-by-s part of the agreement with the individual customer. Three (3) consecutive days of training to instruct customer personnel in the operation and maintenance of the unit are recommended. After the completed truck has been received and accepted by the customer, the training will be scheduled. The customer is responsible for providing the paint and glass beads to be used during the training. Two (2) sets of Operation/Maintenance manuals shall be provided for the paint striping body on flash drives. Chassismanuals to be purchased by customer from their chassis vendor.25.0 Chassis:Cab and chassis are not included. Specifications for the customer supplied cab and chassis must be approved by EZ-Liner Engineering prior to purchase to ensure modification costs will not be incurred.26.0 Delivery:The estimated delivery time is 120 days ARC (after receipt ofchassis). The completed truck may be driven out for delivery or delivered via lowboy trailer. The production schedule along with the time frame for the factory pre-delivery inspection meeting will be discussed and confirmed at thepreconstruction meeting.27.0 Warranty:EZ Liner warrants all equipment manufactured by it and bearing its brand names to be free from defects in material and workmanship at the time of 5 sale by EZ Liner or an authorized distributor. EZ Liner will for a period of twelve months from the date of sale, repair or replace any part of the equipment proven defective.
PROPRIETARY
PROPRIETARY
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Solicitation Number: RFP #080521 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Vogel Traffic Services, Inc., dba EZ Liner, 1920 Albany Place SE, Orange City, IA 51041 (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 Roadway Maintenance Equipment 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 Sourcewells 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 October 11, 2025, 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. 080521-EZL
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Suppliers 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 Suppliers product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entitys 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. Suppliers dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturers warranty that extends beyond the expiration of the Suppliers 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 Suppliers 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 Suppliers 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 Suppliers Proposal. When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entitys 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 Entitys 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 080521-EZL
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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 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. Supplier 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 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: Identify the applicable Sourcewell contract number; Clearly specify the requested change; Provide sufficient detail to justify the requested change; 080521-EZL
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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. 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. Sourcewells 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 Entitys 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 Entitys use of this Contract is at the Participating Entitys 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. Suppliers employees may be required to perform work at government-owned facilities, including schools. Suppliers 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 080521-EZL
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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. Suppliers 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, 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 Entitys requirements. E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entitys 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:
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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, 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 State/Province; 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. 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 080521-EZL
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by Participating Entities under this Contract during each calendar quarter. Payments should note the Suppliers name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above Attn: Accounts Receivable or remitted electronically to Sourcewells banking institution per Sourcewells 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 Contracts 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. Suppliers Authorized Representative is the person named in the Suppliers Proposal. If Suppliers 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. 080521-EZL
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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. 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. Sourcewells responsibility will be governed by the State of Minnesotas 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, 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 thetrademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewells relationship with Supplier. b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Suppliers trademarks in advertising and promotional materials for the purpose of marketing Suppliers 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, 080521-EZL
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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 partys 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 partys trademarks only in good faith and in a dignified manner consistent with such partys 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 partys name or logo (excepting Sourcewells 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 Sourcewells 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. 080521-EZL
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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 partys 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. 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. 080521-EZL
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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: 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 Employers 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 080521-EZL
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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 Employers 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 Suppliers 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 Suppliers 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 080521-EZL
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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. 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. 080521-EZL
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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 Suppliers Equipment, Products, or Services with United States federal funds. A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of federally assisted construction contract in 41 C.F.R. § 60-1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, Equal Employment Opportunity (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41 C.F.R. § 60, Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor. The equal opportunity clause is incorporated herein by reference. B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland Anti-Kickback Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis-Bacon Act provisions. 080521-EZL
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C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5). Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. 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. 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 080521-EZL
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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 annual financial reports, as applicable, and all other pending matters are closed. I. 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. J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition. 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 Suppliers 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 Suppliers personnel for the purpose of interview and discussion relating to such documents. L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation 080521-EZL
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and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 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. O. 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 Suppliers 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. 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. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216. 080521-EZL
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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 Suppliers Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation. Sourcewell Vogel Traffic Services, Inc. dba EZ Liner By: __________________________ By: __________________________ Jeremy Schwartz Steve Roesner Title: Chief Procurement Officer Title: President Date: ________________________ Date: ________________________ Approved: By: __________________________ Chad Coauette Title: Executive Director/CEO Date: ________________________
Bid Number: RFP 080521 Vendor Name: Vogel Traffic Services, Inc.
Bid Number: RFP 080521 Vendor Name: Vogel Traffic Services, Inc.
Bid Number: RFP 080521 Vendor Name: Vogel Traffic Services, Inc.
Bid Number: RFP 080521 Vendor Name: Vogel Traffic Services, Inc.
Bid Number: RFP 080521 Vendor Name: Vogel Traffic Services, Inc.
Bid Number: RFP 080521 Vendor Name: Vogel Traffic Services, Inc.
Bid Number: RFP 080521 Vendor Name: Vogel Traffic Services, Inc.
Bid Number: RFP 080521 Vendor Name: Vogel Traffic Services, Inc.
Bid Number: RFP 080521 Vendor Name: Vogel Traffic Services, Inc.
Bid Number: RFP 080521 Vendor Name: Vogel Traffic Services, Inc.
Bid Number: RFP 080521 Vendor Name: Vogel Traffic Services, Inc.
Bid Number: RFP 080521 Vendor Name: Vogel Traffic Services, Inc.
Bid Number: RFP 080521 Vendor Name: Vogel Traffic Services, Inc.
Bid Number: RFP 080521 Vendor Name: Vogel Traffic Services, Inc.
Bid Number: RFP 080521 Vendor Name: Vogel Traffic Services, Inc.
Bid Number: RFP 080521 Vendor Name: Vogel Traffic Services, Inc.