2025-01350 Contract: Replacement Fleet Asset Cooperative Purchases [Published for 10-Day Review on 07/16/2025] — Sacramento City Council, July 29, 2025 (part 2 of 3)

All changes to most recent Supplement are in bold red italic. Additions are enclosed in asterisks; deletions are enclosed in brackets with strikethrough.

SUMMARY OF CHANGES
Supplement
Number Description/Articles Date
*2* *Subject contract for Alternative Fuel Vehicles
is hereby modified to reflect the following
changes:

Article 36: Generative Artificial
Intelligence (GenAI) Procurement
Procedures language has been added.*
*4/21/25*
1 Subject contract for Alternative Fuel Vehicles is
hereby modified to reflect the following changes:

Front page: State Contract Administrator
has been updated from Ike Ogamba to
Jason Vu.

Article 24: Contract Administrator has been
updated from Ike Ogamba to Jason Vu.
3/21/25
N/A Original Contract Posted 02/18/2025
All other terms and conditions remain the same.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01P
Contract User Instructions, *Supplement 2*

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STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01P
Contract User Instructions, *Supplement 2*

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STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01P
Contract User Instructions, *Supplement 2*

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SCOPE
Winner Chevrolet (Contractor) provides Alternative Fuel Vehicles at contracted pricing to the State of California and local governmental agencies in accordance with the requirements of Contract # 1-25-23-01P. The Contractor shall supply the entire portfolio of products as identified in the contract and will be the primary point of contact for data collection, reporting, and distribution of Alternative Fuel Vehicles to the State.

The contract term is for two years with an option to extend the contract for three additional one year period or portion thereof. The terms, conditions, and prices for the contract extension option shall be by mutual agreement between the Contractor and the State. If a mutual agreement cannot be met the contract will expire at the end of the current contract term.

CONTRACT USAGE/RULES
A. State Departments
The use of this contract is mandatory for all State of California departments.

State departments must adhere to all applicable State laws, regulations, policies, best practices, and purchasing authority requirements, e.g. California Codes, Code of Regulations, State Administrative Manual, Management Memos, and State Contracting Manual Volume 2, as applicable.

Prior to placing orders against this contract, State departments must have been granted non-IT purchasing authority by the Department of General Services, Procurement Division (DGS-PD) for the use of this statewide contract. State departments that have not been granted purchasing authority by DGS-PD for the use tewide contracts may contact DGS-PD
Management Section by e-mail at [email protected]. State departments must have a Department of General Services (DGS) agency billing code prior to placing orders against this contract. Ordering departments may contact their Purchasing Authority contact or their department s fiscal office to obtain this information.

B. Local Governmental Agencies
Local governmental agency use of this contract is optional.

Local government agencies are defined in Public Contract Code Chapter 2, Section 10298 (a) (b) and 10299 (b); this includes the California State Universities (CSU) and University of California (UC) systems, K-12 schools and community colleges empowered to expend public funds for the acquisition of products While the State makes this contract available to local governmental agencies, each local

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01P
Contract User Instructions, *Supplement 2*

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governmental agency should determine whether this contract is consistent with its procurement policies and regulations.

Local governmental agencies shall have the same rights and privileges as State departments under the terms of this contract. Any local governmental agencies desiring to participate shall be required to adhere to the same responsibilities as do State departments and have no authority to amend, modify or change any condition of the contract.

A DGS issued billing code is not required for local governmental agencies to place orders against this contract.

C.
to all State departments and/or local governmental agencies eligible to utilize this contract. Ordering and/or usage instructions exclusive to State departments or local governmental agencies shall be identified within each article.

DGS ADMINISTRATIVE FEES
A. State Departments
The DGS will bill each State department an administrative fee for use of this statewide contract. The administrative fee should NOT be included in the order total, nor remitted before an invoice is received from DGS.

Current fees are available online in the Price Book & Directory of Services (go to Price Book Download and click on Purchasing under Procurement Division).

B. Local Governmental Agencies
For all local government agency transactions issued against the contract, the Contractor is required to remit the DGS-PD an Incentive Fee of an amount equal to

1.25 percent of the total purchase order amount excluding taxes and freight. This Incentive Fee shall not be included in the local governmental price, nor invoiced or charged to the local governmental agency. All prices quoted to local governmental agencies shall reflect State contract pricing, including any and all applicable discounts, and shall include no other add-on fees.

SB/DVBE OFF-RAMP PROVISION
There is no SB/DVBE off ramp associated with this contract.

EXEMPT PURCHASES
There are no exempt purchases associated with this contract.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01P
Contract User Instructions, *Supplement 2*

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PROBLEM RESOLUTION/SUPPLIER PERFORMANCE
Ordering agencies and/or Contractor shall inform the State Contract Administrator of any technical or contractual difficulties encountered during contract performance in a timely manner. This includes and is not limited to informal disputes, supplier performance, outstanding deliveries, etc. The ordering agency should include all relevant information and/or documentation (e.g., purchase documents).

CONTRACT ITEMS
Contract vehicles and pricing are listed on Attachment A - Contract Pricing. All prices listed shall be fixed as the maximum cost for the contract period unless a price adjustment is granted. Contract line items include the following categories:

Category 3: Light Duty Vans & Sports Utility Vehicles (SUVs) Category 4: Medium and Heavy Duty Vehicles
Attachment A - Contract Pricing provides a description of the minimum requirements for each line item that the vehicle meets or exceeds.

Options
All factory options shall be available and priced at dealer cost plus up to 10 percent for an addition or dealer cost minus up to 10 percent for a deletion in accordance with the Types of equipment changes which might be
made include, but are not limited, to the following:

Add trailer tow package
Add Bluetooth
Add parking sensors
Delete pick up box (bed)
Running Boards
Window Tint
Bed Liner
Vehicle OEM Charging Equipment (third-party charging equipment is not acceptable) Vehicle to Grid capable charging accessories (e.g. adaptors, cables, etc.) In no case shall options be included or deleted in such a manner as to cause the vehicle to conflict with any other line item on any other vehicle contract.

The Contractor shall provide ordering agencies a copy of the current model year factory price sheet with requested options, within 10 calendar days of request.

Third-party upfitting (e.g. utility body) may be requested by ordering agencies, however, this service is non-mandatory. When applicable, third-party upfits shall be subject to the same pricing provisions as factory options.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01P
Contract User Instructions, *Supplement 2*

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Note: Vehicles with added or deleted options MUST continue to meet the appropriate minimum specification. Refer to Article 14, Purchase Execution for additional fees and sales tax information.

SPECIFICATIONS
All Light Duty Vehicles listed on Attachment A - Contract Pricing, conform to Attachment B-1, Specification 2310-BS-0194616-1. All Medium and Heavy Duty Vehicles listed on Attachment A - Contract Pricing, conform to Attachment B-2, Specification 2320-BS0194616-2.

CUSTOMER SERVICE
The Contractor will have a customer service unit that supports this contract. The customer service unit provides office and personnel resources for responding to inquiries, including telephone and email coverage weekdays during the hours of 8:00 a.m. - 5:00 p.m., PT.

The customer service unit shall be staffed with individuals that:

Are trained in the requirements of this contract
Have the authority to take administrative action to correct problems that may occur Contact Phone Email
Jerry Powers (775) 450-9209 [email protected]

PRE-ORDER QUOTE REQUEST
Upon request, Contractor shall provide an itemized quote to ordering agencies that contain, at minimum, the following information:

Contractor letterhead
contact information
Quote number
Date of Quote
Ordering agency name
Ordering agency contact person
Contract number
Contract line item number
Quantity
Description of item
Contract unit price

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01P
Contract User Instructions, *Supplement 2*

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Vehicle options price (dealer cost plus up to 10 percent) Extended price (quantity x contract Price)
Subtotals of taxable and non-taxable items
Rate and calculated tax (based on Bill To address)
Applicable fees (e.g., tire fees)
Grand total

PRODUCT SUBSTITUTIONS
The contract provides for substitution if vehicles are discontinued however any substitution must be approved by the State Contract Administrator. These changes will be made in the form of a supplement to the User Instructions and will not be effective The Contractor shall not substitute products without written approval from the State Contract Administrator.

If a discontinued item has been identified, ordering agencies shall have the following options:

Amend purchase document to reflect State-approved substitute item Cancel the item from the order

PROMOTIONAL PRICING
During special pricing promotions, the Contractor shall offer the ordering agency the promotional pricing or the discount percentage off list, whichever is lower.

The Contractor shall notify the State Contract Administrator of all promotional pricing changes. Notification shall include at a minimum:

Promotion start and end dates
Models, products, and services included in the promotion Promotional pricing
Promotional pricing shall not be cause for a permanent change in pricing. Promotional pricing shall not be cause for Contract refresh.

Promotional items shall come with all benefits of the statewide contract terms and conditions and shall include all provisions such as warranty and delivery.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01P
Contract User Instructions, *Supplement 2*

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PURCHASE EXECUTION
A. State Departments
1) Std. 65 Purchase Documents
State departments not transacting in FI$CAL must use the Purchasing Authority Purchase Order (Std. 65) for purchase execution. An electronic version of the Std. 65 is available at the Office of State Publishing web site (select STD Forms).

All Purchasing Authority Purchase Orders (Std. 65) must contain the following:

Agency Order Number (Purchase Order Number)
Ordering Agency Name
Agency Billing Code
Purchasing Authority Number
Leveraged Procurement Number (Contract Number)
Supplier Information (Contact Name, Address, Phone Number, Fax Number, E-mail)
Line Item number
Quantity
Unit of Measure
Commodity Code Number
Product Description
Unit Price
Extension Price
Office of Fleet and Asset Management (OFAM) Approval Stamp (State departments only)
2) FI$CAL Purchase Documents
State departments transacting in FI$CAL will follow the FI$CAL procurement and contracting procedures.
3) Blanket Orders
The use of blanket purchase orders against this statewide contract is not allowed.

B. Local Governmental Agencies
Local governmental agencies may use their own purchase document for purchase execution. The purchase documents must include the same data elements as listed above (Exception: Purchasing Authority Number and Billing Code which are used by State departments only).

C. Sales Tax

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01P
Contract User Instructions, *Supplement 2*

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The sales tax rate applied should be based on the rate of the area where the product is to be registered.

D. Tire Fee
Purchase orders MUST include the State mandated $1.75 per tire fee.

E. Document Processing Charge
In accordance with the California Vehicle Code Section 4456.5, a Contractor may charge the ordering agency a document processing charge for the preparation and processing of documents, disclosures, titling, registration, and information security obligations imposed by state and federal law. The document processing charge shall not exceed $85 per vehicle purchased.

A Contractor may charge the ordering agency an electronic filing fee, which does not exceed the actual amount the Contractor is charged by a first-line service provider.

MINIMUM ORDER
The minimum order shall be one vehicle.

ORDERING PROCEDURE
Ordering agencies are to submit appropriate purchase documents directly to the Contractor via one of the following ordering methods:

U.S. Mail
Email

ORDER PLACEMENT INFORMATION
U.S. Mail:

Winner Chevrolet
7220 Fawn Way
Sacramento, CA 95823
Email:
[email protected]
When using any of the ordering methods specified above, all State departments must conform to proper State procedures.

ORDER ACCEPTANCE
The Contractor shall accept orders from any ordering agency. The Contractor shall not accept purchase documents for this contract that:

Are incomplete
Are submitted without OFAM approval stamp (State Agencies)

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01P
Contract User Instructions, *Supplement 2*

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Contain non-contract items or items outside the scope of the contract Contain non-contract terms and conditions
The Contractor must not refuse to accept orders from any ordering agency for any other reason without written authorization from the State Contract Administrator.

ORDER ACKNOWLEDGEMENT
The Contractor must provide the ordering agency with an order receipt acknowledgement, either through email or facsimile, within 10 days of receipt. Order Acknowledgement will include:

Ordering Agency Name
Agency Order Number (Purchase Order Number)
Description of Goods
Vehicle Model Year
Total Cost
Date order is placed with manufacturer (if applicable)
Anticipated Delivery Date
Delayed Production Notification* (if applicable)
Discontinued Vehicle Notification (if applicable)
*Contractor shall notify the ordering agency of any delays in production or delays in orders being accepted by the manufacturer for any period of time. Contractor shall provide estimated production start date and delivery date

DELIVERY SCHEDULES
Delivery for orders placed against this contract shall be in accordance with the following:

A. Pre-Delivery Checklist
Prior to delivery, each vehicle shall be completely inspected, serviced, and detailed by -delivery service center. A copy of
the pre-delivery checklist shall be completed for each vehicle, signed by a representative of the organization performing the inspection/service, and delivered with the vehicle.

B. Locations
business or a designated delivery location closest to the ordering agency. A pre-delivery service and inspection.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01P
Contract User Instructions, *Supplement 2*

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business location or have it delivered to the location specified on the individual order.

Appropriate delivery instructions shall be provided on the Purchase Order. Contractor shall contact the ordering agency if Purchase Order is submitted without specific delivery instructions.

Caravan or drivedesignated business site is not acceptable unless agreed upon by the ordering agency.

Unless pre-arranged between the dealer and the ordering agency, vehicles delivered with more than 50 miles on the odometer may be charged 50 cents per mile in excess of 50 miles. This charge may be reflected on the invoice as a deduction from the order price. Vehicles with more than 500 miles on the odometer may not be accepted.
**Cab and Chassis trucks may require driving from an out-of-state factory and may exceed the 500 mile or less expectation. The Contractor shall notify the ordering Department at the time of purchase order execution.

All PHEVs shall be delivered with no less than five gallons of fuel in the tank. ZEVs shall be delivered with no less that 80 percent battery charge.

Drop ship deliveries shall not be made without prior State inspection.

C. Documents
The following documents shall be delivered to the receiving agency with the vehicle:

Completed and signed pre-delivery service checklist, including the order number and Vehicle Identification Number (VIN)
One copy of the warranty, including applicable certificates, cards, etc.

D. Schedule
Delivery shall be within 150 days after receipt of order unless there is a delay in production/order acceptance from the manufacturer when changing from one model year to the next. Contractor shall notify the ordering agency of such delay. Additional delivery time may be granted upon mutual consent between the ordering agency and the Contractor.

Orders requiring customized work by a 3rd party supplier may exceed the delivery period requirement. Contractor shall notify ordering agency of extended delivery period.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01P
Contract User Instructions, *Supplement 2*

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Since receiving hours for each ordering agency will vary by facility, it will be the before delivery occurs.

The Contractor must notify the ordering agency within 12 hours of scheduled delivery time, if delivery cannot be made within the time frame specified on the Order Confirmation.

When feasible, Contractor is requested to make deliveries in Los Angeles County, Orange County, San Bernardino Metropolitan Area, and San Diego Metropolitan Area during off-peak hours. Off-peak hours are Monday through Friday, 10:00 AM to 4:00 PM.

E. Security Requirements
Deliveries may be made to locations inside secure grounds that require prior clearances or special entry procedures for delivery drivers.

Security procedures may vary from facility to facility. The Contractor will be responsible for contacting the secure location for security procedures, hours of operation for deliveries and service, dress code, and other rules of delivery.

Deliveries that are delayed due to drivers not being cleared to enter secure grounds may be cause for contract default.

FREE ON BOARD (F.O.B.) DESTINATION
Dealers shall deliver vehicles to State or local agencies located in Sacramento County at no additional cost for delivery. If the Purchase Order indicates delivery outside Sacramento County, the dealer and agency may negotiate delivery costs. If delivery is subject to an additional delivery charge, it shall be shown as a separate item on the purchase order and invoice.

State departments requesting delivery outside of Sacramento County must contact the Transportation Management Unit for freight rate comparisons to confirm appropriate pricing if the dealer is delivering the vehicle.

Responsibility and liability for loss or damage for all orders shall remain with the Contractor until final inspection and acceptance, when all responsibility shall pass to the ordering organization, except the responsibility for latent defects, fraud, and the warranty obligations.

SHIPPED ORDERS
All shipments shall be in accordance with the General Provisions (rev 6/21/2022), Article 12 STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01P
Contract User Instructions, *Supplement 2*

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SAFETY DATA SHEET
The Contractor shall provide a Safety Data Sheet for product(s) subject to Title 8 of the California Code of Regulations, Section 5194, Hazard Communication. The Safety Data Sheet is to be prepared and delivered in accordance with this Section.

INSPECTION AND ACCEPTANCE
of business or designated business site.

Inspection will commence within five working days of notification that a vehicle is ready for inspection. Inspection will include:

Specification Compliance
Workmanship
Appearance
Proper Operation of all Equipment and Systems
Presence of all Applicable Documents
In the event deficiencies are detected, the vehicle will be rejected and the delivering dealer will make the necessary repairs, adjustments, or replacements. Payment and/or the commencement of a discount period (if applicable) will not begin until the defects are corrected and the vehicle is re-inspected and accepted.

Completion of inspection or acceptance by the state inspector shall in no way release the dealer from satisfying the requirements of the contracts, specifications, and warranty.

Specification requirement deviations detected by the owning department shall be corrected by the dealer in an expeditious manner at no expense to the owning department.

Inspection and acceptance shall be in accordance with the General Provisions (Rev 6/21/2022), Article 17 entitled Inspection, Acceptance and Rejection.

CONTRACT ADMINISTRATION
Both the State and the Contractor have assigned contract administrators as the single points of contact for problem resolution and related contract issues.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01P
Contract User Instructions, *Supplement 2*

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Administrator
Information DGS-PD Winner Chevrolet
Contact
Name:

Jason Vu Jerry Powers
Telephone: (279) 946-8626 (775) 450-9209
Email: [email protected] [email protected]
Address: DGS/Procurement Division
Attn: Jason Vu
707 Third Street, 2nd Floor, MS
201
West Sacramento, CA 95605
Winner Chevrolet
Attn: Jerry Powers
7220 Fawn Way
Sacramento, CA 95823

PRODUCT RECALL PROCEDURES
The Contractor shall provide product recall notification, regardless of level, in writing to the State Contract Administrator and each ordering agency through the most expedient method possible. The notices, at a minimum, shall include a complete product description and/or identification, contract number, delivery order number and disposition instructions.

The Contractor shall issue replacement of product or credit for any product removed or recalled. Each ordering agency shall have the option of accepting either replacement product or credit in exchange for recalled/removed products.

RESTOCKING FEES
The Contractor may impose a restocking fee to the ordering agency on any order cancelled after the order has been placed with the manufacturer except for cases of product defect or recall. The Contractor shall notify the ordering agency of the order placement per Article 18, Order Acknowledgement. Restocking fees can be no greater than ten percent of the value of the vehicle being restocked.

INVOICING
Invoices shall be submitted to the ordering agency within seven calendar days from date of delivery. The Contractor is to render invoices as instructed on individual orders. The Leveraged Procurement Agreement Number (Contract Number) Agency order number (purchase order number)
Item and commodity code number
Quantity purchased
Contract unit price and extension
State sales and/or use tax

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01P
Contract User Instructions, *Supplement 2*

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Prompt payment discounts/cash discounts, if applicable
Totals for each order

PAYMENT
A. Terms
Payment terms for this contract are net forty-five (45) days. Payment will be made in accordance with the provisions of the California Prompt Payment Act, Government Code Section 927, et seq. Unless expressly exempted by statute, the Act requires State departments to pay properly submitted, undisputed invoices not more than fortyfive (45) days after the date of acceptance of goods, performance of services, or receipt of an undisputed invoice, whichever is later.

Contractor offers a Prompt Payment Cash Discount of $500 per vehicle for payment within the 20 number of days on Attachment A - Contract Pricing.

The cash discount payment period shall begin only after the vehicle has been delivered, inspected, and accepted by the receiving agency, or from the date a correct invoice is received in the office specified on the Purchase Order, whichever is later.

Payment is deemed to be made, for the purpose of earning the discount, one working day after the date of the State warrant or check.

B. CAL-Card Use
Use of the CAL-Card for payment of invoices is not allowed under this statewide contract.

C. State Financial Marketplace
State departments reserve the right to select the form of payment for all procurements, be it either an outright purchase with payment rendered directly by the State, or a financing/lease-purchase or operating lease via the State Financial Marketplace (GS $Mart and/or Lease $Mart). If payment is via the financial marketplace, the Contractor will invoice the State department and the State department will approve the invoice and the selected Lender/Lessor for all product listed on the State's procurement document will pay the Contractor on behalf of the State.

D. Payee Data Record
Each State accounting office must have a copy of the Payee Data Record (Std. 204) in order to process payments. State departments should forward a copy of the Std. 204 to their accounting offices. Without the Std. 204, payment may be unnecessarily delayed. The Std. 204 can be found in FI$CAL or may be requested from the Contractor.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01P
Contract User Instructions, *Supplement 2*

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The California seller permit number for the Contractor is listed below. Ordering Agencies can verify that permits are currently valid at the following website: www.cdtfa.ca.gov. State departments must adhere to the file documentation identified in the State Contracting Manual Volume 2.

Contractor Name Seller Permit #
Winner Chevrolet 45-0506141

WARRANTY
from this contract. All warranties shall be factory authorized. The warranty shall be honored by all franchised dealers of the vehicle within the State of California. The Warranty term for any resultant contract shall meet the following:

Bumper to bumper warranty shall cover not less than three years/36,000 miles, no charge for parts and labor.

Power Train/Drive Unit warranty for light duty vehicles weighing 8500 lbs. GVWR or less shall cover not less than five years/100,000 miles, no charge for parts and labor.

Power Train/Drive Unit warranty for vehicles over 8500 lbs. GVWR shall cover not less than five years/60,000 miles, no charge for parts and labor.

Battery pack warranty shall cover not less than five years/100,000 miles, no charge for parts and labor.
which may form a part of the warranty.

All emission-related components shall be warranted in compliance with California Air Resources Board and Federal requirements.

If an additional extended warranty is purchased, a warranty certificate, warranty card, or a statement indicating the extended warranty has been recorded with the manufacturer shall be furnished with each vehicle delivered.

Normal wear items such as tires, belts, hoses, headlamps, light bulbs, brake linings, brake discs/drums, etc. are excluded from warranty coverage. All other items not subject to normal wear or gross operator neglect and abuse, such as window, seat, or wiper motors, chassis electrical switches (door, trunk lid), paint, hinges, locks, etc., shall be covered.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01P
Contract User Instructions, *Supplement 2*

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The State reserves the right to use recycled content antifreeze/coolant, where available, in lieu of virgin equivalent antifreeze/coolant when servicing its vehicles. The recycled content antifreeze/coolant used by the State will meet all ATSM standards and specifications as set forth by the vehicle manufacturer.

IN-SERVICE NOTIFICATION
Vehicles not placed in service immediately upon receipt shall be warranted from the date the unit is placed in service. The receiving department shall notify the dealer in writing of - . REPAIR PARTS The manufacturer of the awarded vehicle(s) should maintain an adequate stock of all regular and special parts to meet the continuing service and repair parts needs of the State without undue delay.

A special system shall be set up for expediting the procurement of back order items needed to repair an inoperative vehicle including a system to air freight parts at factory expense when parts are not in stock in California parts depots. Parts must be available within three working days after telephone notification.

Vehicles with new technology emerging into the industry (e.g. fuel cell vehicles) or unusual market circumstances may require more than working days for the availability of certain parts. Contractor must notify the State Contract Administrator and ordering agency when this occurs and provide the estimated date of availability.

MAINTENANCE PLAN
A Maintenance Plan may be requested by ordering agencies; however, this service is nonmandatory. Maintenance Plan pricing shall be negotiated between the ordering agency and the Contractor.

The maintenance plan shall include at a minimum all manufacturer recommended services such as, but not limited to, the following:

Oil changes
Filter changes
Fluid changes
Lubrications
Tire rotations
Equipment and safety inspections
The Maintenance Plan need not cover wear items such as brake pads/shoes, wiper blades, etc.

The Maintenance Plan is not applicable to vehicles over 8,500 lbs. GVWR.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01P
Contract User Instructions, *Supplement 2*

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Nonavailable in both northern and southern California, at a minimum, within:
30-mile radius of the State Capitol, per Google Maps; or Los Angeles County

RECYCLED CONTENT
There is no recycled content associated with this contract.

SB/DVBE PARTICIPATION
There is no Small Business (SB) or Disabled Veteran Business Enterprise (DVBE) participation for this contract.

VETTED FORMS/CERTIFICATIONS
The DGS-PD, as the awarding department, has assessed the Contractor and subcontractor forms, certifications, and compliance to performing a commercially useful function (CUF) during the solicitation evaluation process. Consequently, when executing purchase documents pursuant to this contract, it is not necessary for State departments operating under statewide contract purchasing authority to conduct a CUF evaluation or request the completion of the following required certifications and forms:

GenAI Disclosure & Factsheet (STD 1000)
Bidder Declaration Form (GSPD 05-105)
DVBE Declaration Form (DGS-PD 843)
Darfur Contracting Act Form
California Civil Rights Certification Form
Iran Contracting Act Certification
Russian Sanctions Agreement
Federal Debarment
State departments should make a notation of this within their procurement file.

Contractor does not intend to utilize GenAI as a deliverable. If GenAI is disclosed by the Contractor, state departments must follow the required GenAI purchase procedures outlined in SCM Vol.2, Chapter 23, Generative Artificial Intelligence.*

STATE OF CALIFORNIA EMPLOYEE PRICING
In the interest of expanding the California marketplace for Zero Emission Vehicles (ZEV), some Contractors have offered a discount to any interested State of California or local government employee when purchasing a ZEV for personal use. A list of participating

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01P
Contract User Instructions, *Supplement 2*

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Dealers and vehicles can be found at: Employee Pricing Program web site.

ATTACHMENTS
Attachment A Contract Pricing
Attachment B-1 Specification 2310-BS-0194616-1
Attachment B-2 Specification 2320-BS-0194616-2
Attachment C PCRC Worksheet

CONTRACT #: PRC003626 CONTRACT NAME: LIGHT DUTY PURCHASES THROUGH NAFG AGREEMENT TERM: 7/1/2025 11/8/2026 AUTHORIZED RENEWALS: Upon request of Sourcewell PROJECT:

NOT-TO-EXCEED AMOUNT: $1, 00,000.00
SOLICITATION: SOURCEWELL RFP 091521
LBE (Y/N): N
DEPARTMENT/DIVISION: Public Works / Fleet Management CITY OF SACRAMENTO

COOPERATIVE/PIGGYBACKING AGREEMENT
Cooperative/Piggyback Agreement Approved by CAO 6-10-2025 The City of Sacramento ("City") and NATIONAL AUTO FLEET GROUP ("Contractor"), hereby agree to this Cooperative/Piggybacking as of 07/01/2025.

WHEREAS, the City wishes to purchase CARS, TRUCKS, VANS, SUVS, CAB CHASSIS AND OTHER VEHICLES, pursuant to the terms of this Agreement and Contract No. 091521-NAF, dated 11/4/2021 (the SOURCEWELL . NOW THEREFORE, Contractor and the City agree as follows:

The City agrees to purchase, pursuant to the terms of this Agreement and the Cooperative Contract, CARS, TRUCKS, VANS, SUVS, CAB CHASSIS AND OTHER VEHICLES. In no way shall payment from City to Contractor under this Agreement exceed $1, 00,000.00.

Scope of work. [To be completed by the City representative] [Check one]:
[___ . The goods and/or services shall be delivered to the City no later than DATE. The terms of this Agreement and the Cooperative Contract shall control over any contrary terms included in Exhibit A; and/or
[_X__] , including the date(s) of
delivery, shall be as set forth in purchase order(s) issued by the City. The terms of this Agreement and the Cooperative Contract shall control over any contrary terms included in a purchase order.

The City shall have all the same pricing, terms, conditions, rights, and obligations as the Cooperative Purchasing Organization under the Cooperative Contract.

Term. [To be completed by the City representative] [Check one]:
[___] The term of this Agreement shall run through .
[_X__] The term of this Agreement shall run concurrent with the term of the Cooperative Contract.

If the Cooperative Purchasing Organization renews or extends the Cooperative Contract by written amendment, then this Agreement will automatically extend, not to go beyond a total term of five years.

In addition to whichever box above in this Section 4 is checked, (i) the City may terminate this Agreement upon notice to Contractor, and (ii) at any time prior to expiration of this Agreement, the City has the option to extend the term of this Agreement through the term of the Cooperative Contract, inclusive of any renewals and extensions to the Cooperative Contract.

CONTRACT #: PRC003626 PROJECT:

CONTRACT NAME: LIGHT DUTY PURCHASES THROUGH NAFG NOT-TO-EXCEED AMOUNT: $1,000,000.00 AGREEMENT TERM: 7/1/2025 11/8/2026 SOLICITATION: SOURCEWELL RFP 091521 AUTHORIZED RENEWALS: Upon request of Sourcewell LBE (Y/N): N DEPARTMENT/DIVISION: Public Works / Fleet Management CITY OF SACRAMENTO

COOPERATIVE/PIGGYBACKING AGREEMENT
Cooperative/Piggyback Agreement Approved by CAO 6-10-2025

5. Notwithstanding any contrary term(s) in the Cooperative Contract, including any limitation of liability provision, Contractor 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, costs and expenses of every type and description, whether arising on or off the site of the work or services performed under this Agreement or the outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter 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 this Agreement or the Cooperative Contract by Contractor, any subcontractor (including lower-tier subcontractors) or agent of Contractor, their respective officers and employees, and anyone else for whose acts or 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 any 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 Contractor.

6. Insurance Requirements. [To be completed by the City representative]. this Agreement or
any extension thereof, satisfy the following insurance requirements which shall apply to Contractor s performance under this Agreement. [Check one]:
[_X__] the insurance limits and obligations contained in the Cooperative Contract. The City shall have all the same rights as the Cooperative Purchasing Organization under the Cooperative Contract.
[___] the insurance requirements contained in Exhibit , notwithstanding any contrary insurance requirements contained in the Cooperative Contract.

In addition to whichever box above in this Section 6 is checked, Contractor shall provide the City with certificates of insurance evidencing the insurance required upon request.

7. Notwithstanding any contrary term(s) in the Cooperative Contract, this Agreement 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 this Agreement 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 CONTRACT #: PRC003626 PROJECT:

COOPERATIVE/PIGGYBACKING AGREEMENT
Cooperative/Piggyback Agreement Approved by CAO 6-10-2025 service of process issued by such courts.

8. The Contractor shall be responsible for strict compliance with all applicable laws, regulations, court orders and other legal requirements applicable to the work to be accomplished under the Contract, including the California Occupational Safety and Health Act and all applicable safety orders issued by the Division of Occupational Safety and Health, Department of Industrial Relations, State of California, and all applicable requirements of Underwriters Laboratories and the Federal Communication Commission.

9. Contractor warrants and represents that the person or persons executing this Agreement on behalf of Contractor has or have been duly authorized by Contractor to sign this Agreement and bind Contractor to the terms hereof.

10. Except as specifically modified herein, all terms and conditions of the Cooperative Contract shall remain in full force and effect, and Contractor shall perform all of the services, duties, obligations, and conditions of the Cooperative Contract as stipulated and modified by this Agreement. Where there is a conflict between the terms and conditions of the Cooperative Contract and this Agreement, this Agreement shall control.

Sourcewell Contract # 091521-NAF | Amendment #1

Page 1 of 1 ends

AMENDMENT #1
TO
CONTRACT # 091521-NAF
THIS AMENDMENT is effective upon the date of the last signature below by and between Sourcewell and 72 Hour LLC dba: National Auto Fleet Group (Supplier).

Sourcewell awarded a contract to Supplier to provide Automobiles, SUVs, Vans, and Light Trucks with Related Equipment and Accessories to Sourcewell and its Participating Entities, effective November 4, 2021, through November 8, 2025 (Contract).

The parties wish to amend the Proposal to ensure compliance with Sourcewells Procurement Policy and standard government procurement practices.

NOW, THEREFORE, the parties amend the Contract as follows:

Line item 28 of Table 6: Ability to Sell and Deliver Service of the Proposal is modified to add the following: For Tesla and Mullen vehicles, the Participating Entity will work directly with Supplier when ordering the vehicle. Once a purchase order is issued and received by Supplier, Supplier will work with the appropriate Tesla or Mullen representative to process the order and deliver the vehicle directly to the Participating Entity. All necessary paperwork will be handled directly between the Participating Entity and Supplier. Except as amended by this Amendment, the Contract remains in full force and effect.

Sourcewell 72 Hour LLC
dba: National Auto Fleet Group
By: By:

Jeremy Schwartz, Chief Operating Officer Jesse Cooper, Fleet Manager Date: Date:

Rev. 7/2022 1

CONTRACT EXTENSION
Contract Number:

Sourcewell and
202 12th Street Northeast
P.O. Box 219
Staples, MN 56479
(Sourcewell) (Vendor)
have entered into Contract Number: 110719-
for the procurement of:

The Contract has an expiration date of Decemb r, but the parties may extend the Contract by mutual consent.

Sourcewell and Vendor acknowledge that extending the Contract benefits the Vendor, Sourcewell and Members. Vendor and Sourcewell agree to extend the Contract listed above for an additional period, with a new Contract expiration date of Dece mber , . All other terms and conditions of the Contract remain in full force and effect.

Sourcewell ________________________________ Authorized Signature ________________________________ Name ________________________________ Title ________________________________ Date
________________________________ Authorized Signature ________________________________ Name ________________________________ Title ________________________________ Date

PROJECT:

NOT-TO-EXCEED AMOUNT: $1,000,000.00 SOLICITATION: SOURCEWELL RFP 032824 LBE (Y/N): N CONTRACT #: PRC0036 CONTRACT NAME: CLASS 4-8 NAFG AGREEMENT TERM: 7/1/2025 11/8/2026
AUTHORIZED RENEWALS: Upon request of Sourcewell
DEPARTMENT/DIVISION: Public Works / Fleet Management

CITY OF SACRAMENTO

WHEREAS, the City wishes to purchase CLASS 4-8 CHASSIS WITH RELATED EQUIPMENT, pursuant to the terms of this Agreement and Contract No. 032824-NAF, dated 7/2/2024 SOURCEWELL . NOW THEREFORE, Contractor and the City agree as follows:

1. The City agrees to purchase, pursuant to the terms of this Agreement and the Cooperative Contract, CLASS 4-8 CHASSIS AND OTHER RELATED EQUIPMENT. In no way shall payment from City to Contractor under this Agreement exceed $1,000,000.00.

2. Scope of work. [To be completed by the City representative] [Check one]:
[___ . The goods and/or services shall be delivered to the City no later than . The terms of this Agreement and the Cooperative Contract shall control over any contrary terms included in Exhibit A; and/or [_X__] , including the date(s) of
delivery, shall be as set forth in purchase order(s) issued by the City. The terms of this Agreement and the Cooperative Contract shall control over any contrary terms included in a purchase order.

3. The City shall have all the same pricing, terms, conditions, rights, and obligations as the Cooperative Purchasing Organization under the Cooperative Contract.

4. Term. [To be completed by the City representative] [Check one]:
[___] The term of this Agreement shall run through .
[_X__] The term of this Agreement shall run concurrent with the term of the Cooperative Contract.

If the Cooperative Purchasing Organization renews or extends the Cooperative Contract by written amendment, then this Agreement will automatically extend, not to go beyond a total term of five years.

5. Notwithstanding any contrary term(s) in the Cooperative Contract, including any limitation of CONTRACT #: PRC003626 PROJECT: CONTRACT NAME: CLASS 4-8 NAFG NOT-TO-EXCEED AMOUNT: $1,000,000.00 AGREEMENT TERM: 7/1/2025 11/8/2026 SOLICITATION: SOURCEWELL RFP 032824 AUTHORIZED RENEWALS: Upon request of Sourcewell LBE (Y/N): N DEPARTMENT/DIVISION: Public Works / Fleet Management CITY OF SACRAMENTO

COOPERATIVE/PIGGYBACKING AGREEMENT
Cooperative/Piggyback Agreement Approved by CAO 6-10-2025 liability provision, Contractor 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, costs and expenses of every type and description, whether arising on or off the site of the work or services performed under this Agreement or the outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter 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 this Agreement or the Cooperative Contract by Contractor, any subcontractor (including lower-tier subcontractors) or agent of Contractor, their respective officers and employees, and anyone else for whose acts or 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 any 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 Contractor.

In addition to whichever box above in this Section 6 is checked, Contractor shall provide the City with certificates of insurance evidencing the insurance required upon request.

CONTRACT #: PRC003626 PROJECT: CONTRACT NAME: CLASS 4-8 NAFG NOT-TO-EXCEED AMOUNT: $1,000,000.00 AGREEMENT TERM: 7/1/2025 11/8/2026 SOLICITATION: SOURCEWELL RFP 032824 AUTHORIZED RENEWALS: Upon request of Sourcewell LBE (Y/N): N DEPARTMENT/DIVISION: Public Works / Fleet Management CITY OF SACRAMENTO

COOPERATIVE/PIGGYBACKING AGREEMENT
Cooperative/Piggyback Agreement Approved by CAO 6-10-2025

CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and 72 Hour LLC, dba National Auto Fleet Group, 490 Auto Center Drive, Watsonville, CA 95076 (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 Class 4-8 Chassis and Cabs with Related Equipment, Accessories, and 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 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.

EXPIRATION DATE AND EXTENSION. This Contract expires July 9, 2028, unless it is cancelled sooner pursuant to Article 22. This Contract allows up to three additional one-year extensions upon the request of Sourcewell and written agreement by Supplier. Sourcewell retains the right to consider additional extensions beyond seven years as required under exceptional circumstances.

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

2. EQUIPMENT, PRODUCTS, OR SERVICES
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Rev. 3/2022 2
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.

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.

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 taxexemption certification(s). When ordering, a Participating Entity must indicate if it is a taxexempt 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.

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;
032824-NAF
Rev. 3/2022 4
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.

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.

B. PUBLIC FACILITIES. Suppliers employees may be required to perform work at governmentowned 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 032824-NAF
Rev. 3/2022 5
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.

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 or its authorized dealers, distributors, or resellers, as applicable. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.

C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as ecommerce 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
032824-NAF
Rev. 3/2022 6
A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:

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

B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, performance issues, supply issues, customer issues, and any other necessary information.

8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made).

The Report must contain the following fields:

Participating Entity Name (e.g., City of Staples Highway Department); Participating Entity Physical Street Address;
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 032824-NAF
Rev. 3/2022 7
price to offset the Administrative Fee.

The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the 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 Contract are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.

B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid.

C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties.
032824-NAF
Rev. 3/2022 8
D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties.

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

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, 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 Sourcewells relationship with Supplier.
032824-NAF
Rev. 3/2022 9
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, 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.

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.
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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. 032824-NAF
Rev. 3/2022 11
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 liability-completed operations $2,000,000 general aggregate

3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms 032824-NAF
Rev. 3/2022 12
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. Professional/Technical, Errors and Omissions, and/or Miscellaneous Professional Liability. During the term of this Contract, Supplier will maintain coverage for all claims the Supplier may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Suppliers professional services required under this Contract.

Minimum Limits:
$2,000,000 per claim or event
$2,000,000 annual aggregate

6. 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. 032824-NAF
Rev. 3/2022 13
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.

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.
032824-NAF
Rev. 3/2022 14
Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.

21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to federal should be interpreted to mean the United States federal government.

The following list only applies when a Participating Entity accesses 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 nonfederal 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 032824-NAF
Rev. 3/2022 15
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.

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). 032824-NAF
Rev. 3/2022 16
Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above.

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 032824-NAF
Rev. 3/2022 17
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 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 cannot use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval.

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.
032824-NAF
Rev. 3/2022 18
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.

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 72 Hour LLC, dba National Auto Fleet Group
By: __________________________ By: __________________________ Jeremy Schwartz Jesse Cooper
Title: Chief Procurement Officer Title: National Fleet Manager Date: ________________________ Date: ________________________ Bid Number: RFP 032824 Vendor Name: 72 HOUR LLC
Bid Number: RFP 032824 Vendor Name: 72 HOUR LLC
Bid Number: RFP 032824 Vendor Name: 72 HOUR LLC
Bid Number: RFP 032824 Vendor Name: 72 HOUR LLC
Bid Number: RFP 032824 Vendor Name: 72 HOUR LLC
Bid Number: RFP 032824 Vendor Name: 72 HOUR LLC
Bid Number: RFP 032824 Vendor Name: 72 HOUR LLC
Bid Number: RFP 032824 Vendor Name: 72 HOUR LLC
Bid Number: RFP 032824 Vendor Name: 72 HOUR LLC
Bid Number: RFP 032824 Vendor Name: 72 HOUR LLC
Bid Number: RFP 032824 Vendor Name: 72 HOUR LLC
Bid Number: RFP 032824 Vendor Name: 72 HOUR LLC
Bid Number: RFP 032824 Vendor Name: 72 HOUR LLC
Bid Number: RFP 032824 Vendor Name: 72 HOUR LLC

CONTRACT #: PRC003633 CONTRACT NAME: VANS, SUVS, & TRUCK PURCHASES-DT FORD AGREEMENT TERM: 7/1/25-4/30/27 AUTHORIZED RENEWALS: Upon request of State of California one additional, one year term PROJECT:

NOT-TO-EXCEED AMOUNT: $ ,000,000.00
SOLICITATION: STATE OF CALIFORNIA RFP 20793
LBE (Y/N): Y
DEPARTMENT/DIVISION: PUBLIC WORKS / FLEET MANAGEMENT CITY OF SACRAMENTO

COOPERATIVE/PIGGYBACKING AGREEMENT
Cooperative/Piggyback Agreement Approved by CAO 6-10-2025 The City of Sacramento ("City") and DOWNTOWN FORD ("Contractor"), hereby agree to this Cooperative/Piggybacking as of 7/1/2025.

WHEREAS, the City wishes to purchase VANS, SUVS AND TRUCK PURCHASES, pursuant to the terms of this Agreement and Contract No. 1-22-23-23F (VANS AND SUVS) AND 1-22-23-20F (TRUCKS), dated JANUARY 11, 2022
with STATE OF CALIFORNIA . NOW THEREFORE, Contractor and the City agree as follows:

The City agrees to purchase, pursuant to the terms of this Agreement and the Cooperative Contract , VANS, SUVS AND TRUCK PURCHASES. In no way shall payment from City to Contractor under this Agreement exceed $ ,000,000.00.

Scope of work. [To be completed by the City representative] [Check one]:
[___ . The goods and/or services shall be delivered to the City no later than . The terms of this Agreement and the Cooperative Contract shall control over any contrary terms included in Exhibit A; and/or [_X__] , including the date(s) of
delivery, shall be as set forth in purchase order(s) issued by the City. The terms of this Agreement and the Cooperative Contract shall control over any contrary terms included in a purchase order.

The City shall have all the same pricing, terms, conditions, rights, and obligations as the Cooperative Purchasing Organization under the Cooperative Contract . Term. [To be completed by the City representative] [Check one]:
[___] The term of this Agreement shall run through .
[_X__] The term of this Agreement shall run concurrent with the term of the Cooperative Contract . If the Cooperative Purchasing Organization renews or extends the Cooperative Contract by written amendment, then this Agreement will automatically extend, not to go beyond a total term of five years.

In addition to whichever box above in this Section 4 is checked, (i) the City may terminate this Agreement upon notice to Contractor, and (ii) at any time prior to expiration of this Agreement, the City has the option to extend the term of this Agreement through the term of the Cooperative Contract , inclusive of any renewals and extensions to the Cooperative Contract .

NOT-TO-EXCEED AMOUNT: $ ,000,000.00
SOLICITATION: STATE OF CALIFORNIA RFP 20793
LBE (Y/N): Y
DEPARTMENT/DIVISION: PUBLIC WORKS / FLEET MANAGEMENT CITY OF SACRAMENTO

COOPERATIVE/PIGGYBACKING AGREEMENT
Notwithstanding any contrary term(s) in the Cooperative Contract , including any limitation of liability provision, Contractor 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, costs and expenses of every type and description, whether arising on or off the site of the work or services performed under this Agreement or the
outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter
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 this Agreement or the Cooperative Contract by Contractor, any subcontractor (including lower-tier subcontractors) or agent of Contractor, their respective officers and employees, and anyone else for whose acts or 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 any 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 Contractor.

Insurance Requirements. [To be completed by the City representative]. this Agreement or
any extension thereof, satisfy the following insurance requirements which shall apply to Contractor s performance under this Agreement. [Check one]:
[_X__] the insurance limits and obligations contained in the Cooperative Contract . The City shall have all the same rights as the Cooperative Purchasing Organization under the Cooperative Contract . [___] the insurance requirements contained in Exhibit , notwithstanding any contrary insurance requirements contained in the Cooperative Contract .

In addition to whichever box above in this Section 6 is checked, Contractor shall provide the City with certificates of insurance evidencing the insurance required upon request.

7. Notwithstanding any contrary term(s) in the Cooperative Contract , this Agreement 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 this Agreement 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 Cooperative/Piggyback Agreement Approved by CAO 6-10-2025 CONTRACT #: PRC003633 CONTRACT NAME: VANS, SUVS, & TRUCK PURCHASES-DT FORD AGREEMENT TERM: 7/1/25-4/30/27 AUTHORIZED RENEWALS: Upon request of State of California one additional, one year term PROJECT:

NOT-TO-EXCEED AMOUNT: $ ,000,000.00
SOLICITATION: STATE OF CALIFORNIA RFP 20793
LBE (Y/N): Y
DEPARTMENT/DIVISION: PUBLIC WORKS / FLEET MANAGEMENT CITY OF SACRAMENTO

COOPERATIVE/PIGGYBACKING AGREEMENT
Cooperative/Piggyback Agreement Approved by CAO 6-10-2025 their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

The Contractor shall be responsible for strict compliance with all applicable laws, regulations, court orders and other legal requirements applicable to the work to be accomplished under th Contract , including the California Occupational Safety and Health Act and all applicable safety orders issued by the Division of Occupational Safety and Health, Department of Industrial Relations, State of California, and all applicable requirements of Underwriters Laboratories and the Federal Communication Commission.

Contractor warrants and represents that the person or persons executing this Agreement on behalf of Contractor has or have been duly authorized by Contractor to sign this Agreement and bind Contractor to the terms hereof.

Except as specifically modified herein, all terms and conditions of the Cooperative Contract shall remain in full force and effect, and Contractor shall perform all of the services, duties, obligations, and conditions of the Cooperative Contract as stipulated and modified by this Agreement. Where there is a conflict between the terms and conditions of the Cooperative Contract and this Agreement, this Agreement shall control.

Department of General Services
Procurement Division
707 Third Street, 2nd Floor
West Sacramento, CA 95605-2811
State of California

STATEWIDE CONTRACT
USER INSTRUCTIONS All changes to most recent Supplem ent are in bold red italic. Additi ons ar e enclosed in asterisks, *, and deleti ons are enclosed in br ackets, []. MANDATORY *Supplement 18*
*(Incorporates Supplements 1 18)*
ISSUE AND EFFECTIVE DATE: *4/22/2025*
CONTRACT NUMBER: 1-22-23-20 B through K
DESCRIPTION: Fleet Vehicles Trucks
CONTRACTOR(S): Ocean Honda (1-22-23-20B)
Freeway Toyota (1-22-23-20C)
Winner Chevrolet (1-22-23-20D)
Elk Grove Auto (1-22-23-20E)
Downtown Ford Sales (1-22-23-20F)
Watsonville Fleet Group (1-22-23-20G)
CA Car Group (1-22-23-20H)
Riverview International (1-22-23-20I)
Sacramento Truck Center
(1-22-23-20J)
Bonander Truck & Trailer (1-22-23-20K)
CONTRACT TERM: *5/1/2022 - 4/30/2026 (23-20B)
5/1/2022 - 4/30/2027 (23-20C-K) *
STATE CONTRACT ADMINISTRATOR: Jamie Boes
279-240-7274
[email protected]
The contract user instructions, products, and pricing are included herein. All purchase documents issued under this contract incorporate the contract terms and applicable California General Provisions:

Non-IT General Provisions (rev 11/19/2021) (https://www.dgs.ca.gov/- /media/199A6A32E4DE4BECAFF4EFA7194350CD.ashx)
Cal eProcure link: www.caleprocure.ca.gov

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 2 *4/22/2025*
User Instructions
All changes to most recent Supplement are in bold red italic. Additions are enclosed in asterisks; deletions are enclosed in brackets.

SUMMARY OF CHANGES
Supplement
Number Description/Articles Supplement
Date
*18 Cover Page Contract Terms have
been updated.

Atricle 33 Language has been
updated.
4/22/2025*
17 Attachment A Contract Pricing
Supplement 16 has been replaced with
Attachment A Contract Pricing
Supplement 17.
3/28/2025
16 Attachment A Contract Pricing
Supplement 15 has been replaced with
Attachment A Contract Pricing
Supplement 16.
2/19/2025
15 Attachment A Contract Pricing
Supplement 14 has been replaced with
Attachment A Contract Pricing
Supplement 15.

Attachment D Vehicle Specifications
Supplement 14 has been replaced with
Attachment D Vehicle Specifications
Supplement 15.
11/20/2024
14 Attachment A Contract Pricing
Supplement 13 has been replaced with
Attachment A Contract Pricing
Supplement 14.

Ariticle 32 Vetted Forms/Certifications
language has been added.

Article 33 Generative AI Procurement
Procedures language has been added.

Attachment D Vehicle Specifications
Supplement 13 has been replaced with
Attachment D Vehicle Specifications
Supplement 14.
09/19/2024
13 Front Page Contract Term Extension of
Contracts 1-22-23-20 B-K through
04/30/2026.

Attachment A Contract Pricing
Supplement 12 has been replaced with
06/07/2024

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 3 *4/22/2025*
User Instructions
Attachment A Contract Pricing
Supplement 13.

Attachment D Vehicle Specifications
Supplement 1 has been replaced with
Attachment D Vehicle Specifications
Supplement 13.
12 Front Page State Contract Administrator
has been changed from Phillip Robinson to
Jamie Boes.

Article 22 State Contract Administrator
information has been updated.

Termination of Contract 1-22-23-20A
Attachment A Contract Pricing
Supplement 11 has been replaced with
Attachment A Contract Pricing
Supplement 12.
04/19/2024
11 Attachment A Contract Pricing
Supplement 10 has been replaced with
Attachment A Contract Pricing
Supplement 11
3/1/2024
10 State Contract Administrator changed
Downtown Ford email address updated
Lithia Nissan contact information updated
Attachment A Contract Pricing
Supplement 9 has been replaced with
Attachment A Contract Pricing
Supplement 10
12/11/2023
9 Updated Contractor for 1-22-23-20A
Attachment A Contract Pricing
Supplement 8 has been replaced with
Attachment A Contract Pricing
Supplement 9
9/28/2023
8 Attachment A Contract Pricing
Supplement 7 has been replaced with
Attachment A Contract Pricing
Supplement 8
Updated State Contract Administrator
information.
08/04/2023
7 Attachment A Contract Pricing
Supplement 6 has been replaced with
Attachment A Contract Pricing
Supplement 7
07/28/2023

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 4 *4/22/2025*
User Instructions
updated
6 Attachment A Contract Pricing
Supplement 5 has been replaced with
Attachment A Contract Pricing
Supplement 6
01/23/2023
5 Attachment A Contract Pricing
Supplement 4 has been replaced with
Attachment A Contract Pricing
Supplement 5
12/06/2022
4 Attachment A Contract Pricing
Supplement 3 has been replaced with
Attachment A Contract Pricing
Supplement 4
11/04/2022
3 Attachment A Contract Pricing
Supplement 2 has been replaced with
Attachment A Contract Pricing
Supplement 3
Contact Information for Downtown Ford
has been updated
09/19/2022
2 Attachment A Contract Pricing
Supplement 1 has been replaced with
Attachment A Contract Pricing
Supplement 2*
08/16/2022
1 Attachment A Contract Pricing has been
replaced with Attachment A Contract
Pricing Supplement 1
Attachment D Vehicle Specifications has
been added
Article 25 Payments, language has been
modified
05/26/2022
N/A Original Contract Posted 05/01/2022
All other terms and conditions remain the same.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 5 *4/22/2025*
User Instructions

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 6 *4/22/2025*
User Instructions

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 7 *4/22/2025*
User Instructions
SCOPE
The s provide Fleet Vehicles - Trucks at contracted pricing to the State of California and local governmental agencies in accordance with the requirements of Contract # 1-22-23-20 B K. The contractors shall supply the entire portfolio of products as identified in the contract and will be the primary point of contact for data collection, reporting, and distribution of Fleet Vehicles - Trucks to the State.

The contract term is for three (3) years with an option to extend the contract for two (2) additional one (1) year periods or portion thereof. The terms, conditions, and prices for the contract extension option shall be by mutual agreement between the contractor and the State. If a mutual agreement cannot be met the contract may be terminated at the end of the current contract term.

CONTRACT USAGE/RULES
A. State Departments
The use of this contract is mandatory for State of California departments. State Departments may purchase any vehicle that is awarded to each line item. This contract does not include ranking.

Prior to placing orders against this contract, State departments must have been granted non-IT purchasing authority by the Department of General Services, Procurement Division (DGS-PD) for the use of this statewide contract. State departments that have not been granted purchasing authority by DGS-PD for the tewide contracts may contact DGSManagement Section by e-mail at [email protected]. Departments must have a Department of General Services (DGS) agency billing code prior to placing orders against this contract. Ordering departments may obtain this information.

B. Local Governmental Agencies
Local governmental agency use of this contract is optional.

Section 10298 (b), empowered to expend public funds for the acquisition of products; this includes the California State Universities (CSU) and University of California (UC) systems, K-12 schools and community colleges. While the State makes this contract available to local governmental agencies, each local

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 8 *4/22/2025*
User Instructions
governmental agency should determine whether this contract is consistent with its procurement policies and regulations.

Local governmental agencies shall have the same rights and privileges as the State under the terms of this contract. Any agencies desiring to participate shall be required to adhere to the same responsibilities as do State agencies and have no authority to amend, modify or change any condition of the contract.

A DGS issued billing code is not required for local governmental agencies to place orders against this contract.

Current fees are available online in the Price Book & Directory of Services (https://www.dgs.ca.gov/OFS/Price-Book) (go to Price Book Download and click on Purchasing under Procurement Division).

B. Local Governmental Agencies
For all local government agency transactions issued against the contract, the Contractor is required to remit the DGS-PD an Incentive Fee of an amount equal to

1.25% of the total purchase order amount excluding taxes and freight. This Incentive the purchasing entity. All prices quoted to local governmental agency customers shall reflect State contract pricing, including any and all applicable discounts, and shall include no other add-on fees.

SB/DVBE OFF-RAMP PROVISION
There is no SB/DVBE off ramp associated with this contract.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 9 *4/22/2025*
User Instructions

CONTRACT ITEMS
Contract vehicles and pricing are listed on Attachment A, Contract Pricing. All prices listed shall be fixed as the maximum cost for the contract period unless a price increase is granted.

Each line item description on Attachment A, Contract Pricing, provides a description of the minimum requirements that each vehicle in that line item has met or exceeded.

A Maintenance Plan is offered on all light duty vehicles less than 8500 lbs Gross Vehicle Weight Rating (GVWR). Maintenance Plan pricing is listed on Attachment A, Contract Pricing. The purchase of the Maintenance Plan is optional. See Article 29, Maintenance Plan for more detailed information.

Price Increases
Price increases may be requested with each model year change and will be posted on a quarterly basis.

Quarterly Increases shall be processed on the following calendar days:

July 1st
October 1st
January 1st
April 1st
Contractors are requested to price protect the contracted price for the duration between the price increase request and the time the increase is processed. If the Contractor is ailable for
ordering until the price increases have been evaluated and approved.

Multiple Award
Some line items may have multiple vehicles awarded with different make and models available. State Departments may choose any vehicle identified in the subject line item.

There is no vehicle ranking associated with this contract.

Sales Tax
the Purchase Order.

Options
All factory options shall be available and priced at Contractor cost plus up to 10% for an addition or Contractor cost minus up to 10% for a deletion in accordance with the be made include, but are not limited, to the following:

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 10 *4/22/2025*
User Instructions
Add trailer tow package
Add Bluetooth
Add parking sensors
Delete pick up box (bed)
In no case shall options be included or deleted in such a manner as to cause the vehicle to conflict with any other line item on any other vehicle contract.

The Contractor shall provide ordering agencies a copy of the current model year factory price sheet with requested options, within ten calendar days of request.

Third-party upfitting (e.g utility body) may be requested by ordering agencies, however, this service is non-mandatory. When applicable, third-party upfits shall be subject to the same pricing provisions as factory options.

Note: Vehicles with added or deleted options MUST continue to meet the appropriate minimum specification.

Tire Fee
Purchase orders MUST include the State mandated $1.75 per tire fee.

Document Processing Charge
In accordance with the California Vehicle Code Section 4456.5, a Contractor may charge the ordering agency a document processing charge for the preparation and processing of documents, disclosures, titling, registration, and information security obligations imposed by state and federal law. The document processing charge shall not exceed $85 per vehicle purchased.

A Contractor may charge the ordering agency an electronic filing fee, which does not exceed the actual amount the Contractor is charged by a first-line service provider. The electronic filing fee shall not exceed $30 per vehicle purchased.

SPECIFICATIONS
All products must conform to the attached State of California Bid Specification Number 2310- 4181 dated 08/16/2021 (Attachment B).

Vehicle color shall be a solar reflective color (white, silver metallic, or gold metallic) per SAM Section 3620.1 (exceptions are listed in the same manual section).

CUSTOMER SERVICE
The Contractor shall provide office and personnel resources for responding to inquiries, including telephone and email coverage weekdays during the hours of 8:00 a.m. - 5:00 p.m., PT.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 11 *4/22/2025*
User Instructions
The customer service unit shall be staffed with individuals that:

Are trained in the requirements of this contract
Have the authority to take administrative action to correct problems that may occur (2) business days of initial contact.

Dealer Contract # Contact Phone Email
Ocean Honda 1-22-23-20B Pat Ireland (559) 707-
5735 [email protected]
Freeway Toyota 1-22-23-20C Pat Ireland (559) 707-
5735 [email protected]
Winner
Chevrolet 1-22-23-20D Jerry Powers
(916) 426-
5752 [email protected]
Elk Grove Auto 1-22-23-20E Jerry
Powers
(916) 426-
5752 [email protected]
Downtown Ford
Sales 1-22-23-20F Sandra Scott
916-252-
6260 [email protected]
Watsonville
Fleet Group 1-22-23-20G Yesenia Covarrubias
(626) 457-
5590 [email protected]
CA Car Group 1-22-23-20H Richard M.

Slad
(925) 560-
4465 [email protected]
Riverview
International
Trucks
1-22-23-20I Jason
Farrell
(916) 371-
3110 [email protected]
Sacramento
Truck Center 1-22-23-20J Dean Needham
(916) 286-
2013 [email protected]
Bonander Truck
& Trailer 1-22-23-20K Steve Mannion
(916) 747-
6151 [email protected]
Note: Ordering agencies are encouraged to have one point of contact for inquiries, quotes, and orders whenever possible. Multiple calls and emails from various requestors for the same information can slow customer service response times.

PRODUCT SUBSTITUTIONS
Under no circumstance is the Contractor permitted to make substitutions with noncontract/unauthorized vehicles without approval of the DGS Contract Administrator (CA).

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 12 *4/22/2025*
User Instructions

All Purchasing Authority Purchase Orders (Std. 65) must contain the following:

Agency Order Number (Purchase Order Number)
Ordering Agency Name
Agency Billing Code
Purchasing Authority Number
Leveraged Procurement Number (Contract Number)
Supplier Information (Contact Name, Address, Phone Number, Fax Number, E-mail)
Line Item number
Quantity
Unit of Measure
Commodity Code Number
Product Description
Unit Price
Extension Price
Office of Fleet and Asset Management (OFAM) Approval Stamp (State departments only)
2) FI$CAL Purchase Documents
State departments transacting in FI$CAL will follow the FI$CAL procurement and contracting procedures.
3) Blanket Orders
The use of blanket orders against this statewide contract is not allowed.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 13 *4/22/2025*
User Instructions

MINIMUM ORDER
The minimum order shall be one (1) vehicle.

ORDERING PROCEDURE
A. Ordering Methods:

Ordering agencies are to submit appropriate purchase documents directly to the contractor(s) via one of the following ordering methods:

U.S. Mail
Facsimile
Email
follows:

ORDER PLACEMENT INFORMATION
Contract #
1-22-23-20B
U.S. Mail:

Ocean Honda
3801 Soquel Dr
Soquel, CA 95073
Attn: Pat Ireland
Facsimile:
(559) 961-4601
Email:
[email protected]
Contract #
1-22-23-20C
U.S. Mail:

Freeway Toyota
1835 Glendale Avenue
Hanford, CA 93230
Attn: Pat Ireland
Facsimile:
(559) 961-4601
Email:
[email protected]
Contract #
1-22-23-20D
U.S. Mail:

Winner Chevrolet
8575 Laguna Grove Drive
Elk Grove, CA 95757
Attn: Jerry Powers
Facsimile:
(916) 421-0149
Email:
[email protected]

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 14 *4/22/2025*
User Instructions

ORDER PLACEMENT INFORMATION
Contract #
1-22-23-20E
U.S. Mail:

Elk Grove Auto Group
8575 Laguna Grove Drive
Elk Grove, CA 95757
Attn: Jerry Powers
Facsimile:
(916) 421-0149
Email:
[email protected]
Contract #
1-22-23-20F
U.S. Mail:

Downtown Ford Sales
525 N 16th St
Sacramento, CA 95811
Attn: Sandra Scott
Facsimile:
(916) 491-3138
Email:
[email protected]
Contract #
1-22-23-20G
U.S. Mail:

Watsonville Fleet Group
1601 W. Main Street
Alhambra, CA 91801
Attn: Yesenia
Covarrubias
Facsimile:
(626) 457-5593
Email:
[email protected]
Contract #
1-22-23-20H
U.S. Mail:

CA Car Group
4200 John Monego Ct
Dublin, CA 94568
Attn: Richard M. Slade
Facsimile:

N/A
Email:

[email protected]
Contract #
1-22-23-20I
U.S. Mail:

Riverview International
Trucks
2445 Evergreen Avenue
West Sacramento, CA
95691
Attn: Jason Farrell
Facsimile:
(916) 372-8541
Email:
[email protected]
Contract #
1-22-23-20J
U.S. Mail:

Sacramento Truck Center
100 Opportunity Street
Sacramento, CA 95838
Attn: Dean Needham
Facsimile:
(916) 286-2085
Email:
[email protected]
Contract #
1-22-23-20K
U.S. Mail:

Bonander Truck & Trailer
4520 N Golden State
Blvd.

Turlock, CA 95382
Attn: Steve Mannion
Facsimile:
(209) 634-4965
Email:

[email protected]

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 15 *4/22/2025*
User Instructions
When using any of the ordering methods specified above, all State departments must conform to proper State procedures.

ORDER ACCEPTANCE
The Contractor shall accept orders from any State department or local governmental agency. The Contractor shall not accept purchase documents for this contract that:

Are incomplete;
Are submitted without OFAM approval stamp
Contain non-contract items; or
Contain non-contract terms and conditions.

The Contractor must not refuse to accept orders from any State department or local governmental agency for any other reason without written authorization from the CA.

ORDER ACKNOWLEDGMENT
The Contractor will provide the ordering agencies with an order receipt acknowledgment via e-mail/facsimile within ten (10) calendar days after receipt of an order. The acknowledgement will include:

Ordering Agency Name
Agency Order Number (Purchase Order Number)
Description of Goods
Vehicle Model Year
Total Cost
Date order is placed with manufacturer
Anticipated Delivery Date
Delayed Production Notification (if applicable)
Discontinued Vehicle Notification (if applicable)
Contractor shall notify the ordering agency of any delays in production or delays in orders being accepted by the manufacturer for any period of time. Contractor shall provide estimated production start date and delivery date.

DELAYED PRODUCTION REMEDY
Upon receipt of order acknowledgment identifying a delay in production or orders not being accepted by the manufacturer, the ordering agencies shall have the following options:

Request back order; or
Cancel the item from the order with no penalty

DISCONTINUED VEHICLE REMEDY
Upon receipt of order acknowledgment identifying discontinued items, the ordering agencies shall have the following options:

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 16 *4/22/2025*
User Instructions
Amend purchase document to reflect DGS approved replacement vehicle; or Cancel the item from the order
Under no circumstance is the Contractor permitted to make substitutions with noncontract/unauthorized vehicles without approval of the DGS CA.

DELIVERY PROCEDURES
Pre-Delivery Checklist
Prior to delivery, each vehicle shall be completely inspected, serviced, and detailed by the delivering Contractor -delivery service center. A copy of the pre-delivery checklist shall be completed for each vehicle, signed by a representative of the organization performing the inspection/service, and delivered with the vehicle.

Delivery:

Delivery shall be within one hundred and fifty (150) days after receipt of order unless there is a delay in production/order acceptance from the manufacturer when changing from one model year to the next. Contractor shall notify the ordering agency of such delay per Article 14, Order Acknowledgement.

Orders requiring customized work by a 3rd party supplier may exceed the delivery period requirement. Contractor shall notify ordering agency of extended delivery period per Article 14, Order Acknowledgement.

Caravan or drive-away method of delivery from the factory to a Contractor is not acceptable unless agreed upon by the ordering agency.

Drop ship deliveries shall not be made without prior State inspection. All vehicles shall be delivered with no less than five (5) gallons of fuel in the tank.

Unless pre-arranged between the Contractor and the ordering agency, vehicles delivered with more than 50 miles on the odometer may be charged fifty (50) cents per mile in excess of 50 miles. This charge may be reflected on the invoice as a deduction from the order price. Vehicles with more than five hundred (500) miles on the odometer may not be accepted.
**Cab and Chassis trucks may require driving from an out-of-state factory and may exceed the five hundred (500) mile or less expectation. The Contractor shall notify the ordering Department at the time of purchase order execution.

When feasible, Contractor is requested to make deliveries in metropolitan areas during off-peak hours. Off-peak hours are Monday through Friday, 10:00 AM to 4:00 PM PST.

Documents
The following documents shall be delivered to the receiving agency with the vehicle:

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 17 *4/22/2025*
User Instructions
Completed and signed pre-delivery service checklist, including the order number and Vehicle Identification Number (VIN)
One (1) copy of the warranty, including applicable certificates, cards, etc.

INSPECTION AND ACCEPTANCE
Vehicles ordered for State use will be inspected by a State inspector at the place of business or as otherwise agreed to by the Contractor and ordering agency.

Inspection will commence within five (5) working days of notification that a vehicle is ready for inspection. Inspection will include:

Specification Compliance
Workmanship
Appearance
Proper Operation of all Equipment and Systems
Presence of all Applicable Documents
In the event deficiencies are detected, the vehicle will be rejected and the Contractor will be required to make the necessary repairs, adjustments or replacements. Payment and/or the commencement of a discount period (if applicable) will not begin until the defects are corrected and the vehicle is re-inspected and accepted.

Completion of inspection or acceptance by the State inspector shall in no way release the Contractor from satisfying the requirements of the contract, specifications, and warranty.

Deviations from the specified requirements that are detected by the inspection shall be corrected by the Contractor in an expeditious manner at no expense to the ordering agency.

Inspection by local agencies will be at the place of business or as otherwise agreed to by the Contractor and local agency.

EMERGENCY/EXPEDITED ORDERS
Not Applicable.

FREE ON BOARD (F.O.B.) DESTINATION
Contractors shall deliver vehicles to State or local agencies located in Sacramento County at no additional cost for delivery. If the Purchase Order indicates delivery outside Sacramento County, the Contractor and agency may negotiate delivery costs. If delivery is subject to an additional delivery charge, it shall be shown as a separate item on the purchase order and invoice.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 18 *4/22/2025*
User Instructions
State departments requesting delivery outside of Sacramento County must contact the Transportation Management Unit for freight rate comparisons to confirm appropriate pricing if the Contractor is delivering the vehicle.

Responsibility and liability for loss or damage for all orders shall remain with the Contractor until final inspection and acceptance, when all responsibility shall pass to the ordering agency, except the responsibility for latent defects, fraud, and the warranty obligations.

SHIPPED ORDERS
All shipments shall be in accordance with the General Provisions, Article 12 entitled

CONTRACT ADMINISTRATION
The State and the Contractors have assigned Contract Administrators as the single points of contact for problem resolution and related contract issues.

State Contact
Information
DGS/PD Contract
Administrator Contracts 1-22-
23-20B-K
Ocean Honda
Contract # 1-22-23-20B
Contact Name: Jamie Boes Pat Ireland
Telephone: (279) 240-7274 (559) 707-5735
Facsimile: NA (559) 961-4601
Email: [email protected] [email protected]
Address: DGS/Procurement Division
Attn: Jamie Boes
707 Third Street, 2nd Floor, MS
201
West Sacramento, CA 95605
Ocean Honda
3801 Soquel Dr
Soquel, CA 95073
Dealer
Contact
Information
Freeway Toyota of Hanford
Contract # 1-18-23-20C
Winner Chevrolet
Contract # 1-18-23-20D
Contact
Name:

Pat Ireland Jerry Powers
Telephone: (559) 707-5735 (916) 426-5752
Facsimile: (559) 961-4601 (916) 421-0149
Email: [email protected] [email protected]
Address: Freeway Toyota
1835 Glendale Avenue
Hanford, CA 93230
Winner Chevrolet
8575 Laguna Grove Drive
Elk Grove, CA 95757

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 19 *4/22/2025*
User Instructions
Dealer
Contact
Information
Elk Grove Auto Group
Contract # 1-22-23-20E
Downtown Ford Sales
Contract # 1-22-23-20F
Contact
Name:

Jerry Powers Sandra Scott
Telephone: (916) 426-5752 (916)-252-6260
Facsimile: (916) 421-0149 (916) 491-3138
Email: [email protected] [email protected] Address: Elk Grove Auto Group
8575 Laguna Grove Dr
Elk Grove, CA 95757
Downtown Ford Sales
525 N 16th St
Sacramento, CA 95811
Dealer
Contact
Information
Watsonville Fleet Group
Contract # 1-22-23-20G
CA Car Group
Contract # 1-22-23-20H
Contact
Name:

Yesenia Covarrubias Richard M. Slade
Telephone: (626) 457-5590 (925) 560-4465
Facsimile: (626) 457-5593 N/A
Email: [email protected]
om
[email protected]
Address: Watsonville Fleet Group
1601 W. Main Street
Alhambra, CA 91801
CA Car Group
4200 John Monego Ct
Dublin, CA 94568
Dealer
Contact
Information
Riverview International Trucks
Contract # 1-22-23-20I
Sacramento Truck Center
Contract # 1-22-23-20J
Contact
Name:

Jason Farrell Dean Needham
Telephone: (916) 371-3110 (916) 286-2013
Facsimile: (916) 372-8541 (916) 286-2085
Email: [email protected] [email protected] Address: Riverview International Trucks
2445 Evergreen Avenue
West Sacramento, CA 95691
Sacramento Truck Center
100 Opportunity Street
Sacramento, CA 95838

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 20 *4/22/2025*
User Instructions
Dealer
Contact
Information
Bonander Truck & Trailer
Contract # 1-22-23-20K
Contact
Name:

Steve Mannion
Telephone: (916) 747-6151
Facsimile: (209) 634-4965
Email: [email protected]
Address: Bonander Truck & Trailer
4520 N Golden State Blvd.

Turlock, CA 95382

RESTOCKING FEES
The Contractor may impose a restocking fee to the ordering agency on orders cancelled after the order has been placed with the manufacturer. The Contractor shall notify the ordering agency of the order placement per Article 14, Order Acknowledgment.

Re-stocking fees can be no greater than ten percent (10%) of the value of the vehicle being restocked.

INVOICING
Ordering agencies may require separate invoicing, as specified by each ordering organization. Invoices will contain the following information:

Leveraged Procurement Number (Contract Number)
Agency Order Number (Purchase Order Number)
Item and commodity code number
Quantity purchased
Contract price and extension
State sales and/or use tax
Prompt payment discounts/cash discounts, if applicable
Totals for each order

PAYMENT
A. Terms
Payment terms for contracts 1-22-23-20 B G and K include a $500 per vehicle discount for payment made within twenty (20) days. Contract 1-22-23-20I includes a $200 per vehicle discount for payment made within twenty (20) days. Contracts 1-22- 23-20 H & J offer no discount. The cash discount time is defined by the State as beginning only after the vehicle has been inspected, delivered, and accepted by the

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 21 *4/22/2025*
User Instructions
receiving agency, or from the date a correct invoice is received in the office specified on the Purchase Order, whichever is later.

Payment is deemed to be made for the purpose of earning the discount one (1) working day after the date on the State warrant or check. Typically, acceptance will be accomplished within twenty (20) business hours after a vehicle is delivered.

Payment will be made in accordance with the provisions of the California Prompt Payment Act, Government Code Section 927, et seq. Unless expressly exempted by statute, the Act requires State departments to pay properly submitted, undisputed invoices not more than forty-five (45) days after the date of acceptance of goods, performance of services, or receipt of an undisputed invoice, whichever is later.

B. CAL-Card Use
Use of the CAL-Card for payment of invoices is not allowed under this statewide contract.

C. Payee Data Record
Each State accounting office must have a copy of the Payee Data Record (Std. 204) in order to process payments. State departments should forward a copy of the Std. 204 to their accounting office(s). Without the Std. 204, payment may be unnecessarily delayed. State departments may contact the Contractor for copies of the Payee Data Record.

D. State Financial Marketplace
The State reserves the right to select the form of payment for all procurements, be it either an outright purchase with payment rendered directly by the State, or a financing/lease-purchase or operating lease via the State Financial Marketplace (GS $Mart and/or Lease $Mart). If payment is via the financial marketplace, the Contractor will invoice the State and the State will approve the invoice and the selected Lender/Lessor for all product listed on the State's procurement document will pay the Contractor on behalf of the State.

The California seller permit number for the Contractor is listed below. State departments can verify that permits are currently valid at the following website: www.cdtfa.ca.gov. State departments must adhere to the file documentation required identified in the State Contracting Manual Volume 2 and Volume 3 and SCM-F.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 22 *4/22/2025*
User Instructions
Contractor Name Seller Permit #
Ocean Honda 101-652579
Freeway Toyota of Hanford 102-659756
Winner Chevrolet 100-208309
Knight Sacramento CD Inc
DBA Elk Elk Grove Auto 253121056
Downtown Ford 28600344
Watsonville Fleet Group 245364864
101-135239
CA Car Group 100-214737
Riverview International 101-079519
Sacramento Truck Center 97724353
Bonander Truck & Trailer 28-093997

WARRANTY
from these contracts. All warranties shall be factory authorized. The warranty shall be honored by all franchised dealers of the vehicle within the State of California. The Warranty term for the vehicles offered under these contracts shall meet the following (as applicable):

Bumper to bumper warranty shall cover not less than 3 years/36,000 miles, no charge for parts and labor.

Power train warranty for light duty vehicles weighing 8500 lbs. GVWR or less shall cover not less than 5 years/100,000 miles, no charge for parts and labor.

Power train warranty for vehicles over 8500 lbs. GVWR shall cover not less than 5 years/60,000 miles, no charge for parts and labor.
acceptable to the manufacturer/contractor
procedures which may form a part of the warranty.

All emission-related components shall be warranted in compliance with California Air Resources Board and Federal requirements. Contractor cannot offer independent insurance or statements indicating self insurance. If an additional extended warranty is purchased, a warranty certificate, warranty card, or a statement indicating the extended warranty has been recorded with the manufacturer shall be furnished with each vehicle delivered.

Normal wear items such as tires, belts, hoses, headlamps, light bulbs, brake linings, brake discs/drums, etc. are excluded from warranty coverage. All other items not subject to

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 23 *4/22/2025*
User Instructions
normal wear or gross operator neglect and abuse, such as window, seat, or wiper motors, chassis electrical switches (door, trunk lid), paint, hinges, locks, etc., shall be covered.

The State reserves the right to use re-refined lubrication oils, where available, in lieu of virgin equivalent oils. The re-refined oils used by the State will meet all API and SAE standards and specifications as set forth by the vehicle manufacturer. The use of said oils The State reserves the right to use recycled content antifreeze/coolant, where available, in lieu of virgin equivalent antifreeze/coolant when servicing its vehicles. The recycled content antifreeze/coolant used by the State will meet all ATSM standards and specifications as set forth by the vehicle manufacturer.

REPAIR PARTS
The manufacture of the awarded vehicle(s) should maintain an adequate stock of all regular and special parts to meet the continuing service and repair parts needs of the State without undue delay.

A special system shall be set up for expediting the procurement of back-order items needed to repair an inoperative vehicle including a system to air freight parts at factory expense when parts are not in stock in California parts depots. Parts must be available within three (3) working days after telephone notification.

Vehicles with new technology emerging into the industry (e.g., fuel cell vehicles) may require more than (3) working days for the availability of certain parts. Contractor must notify the State Contract Administrator and ordering agency when this occurs and provide the estimated date of availability.

MAINTENANCE PLAN
A maintenance plan is available for light duty vehicles under 8500 lbs. GVWR. The purchase of a maintenance plan is optional. The maintenance plan covers all regularly scheduled service for a minimum of five (5) years/75,000 miles. The maintenance shall include at a minimum all manufacturer recommended services such as, but not limited to:

Oil changes;
Filter changes;
Fluid changes;
Lubrications;
Tire rotations;
Equipment and safety inspections
The Maintenance Plan is not required to cover wear items such as brake pads/shoes, wiper blades, etc.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 24 *4/22/2025*
User Instructions
Purchase of the Maintenance Plan is non-mandatory for State departments.

The Maintenance Plan is not applicable to vehicles over 8,500 lbs. GVWR.

RECYCLED CONTENT
State departments are required to report purchases in many product categories. The Postconsumer-Content Certification Form (CIWMB 74) for the Contractor(s) is attached (Attachment C).

SB/DVBE PARTICIPATION
There is no Small Business (SB) or Disabled Veteran Business Enterprise (DVBE) participation for this contract.

GenAI Disclosure & Factsheet (STD 1000)
Bidder Declaration Form (GSPD 05-105)
DVBE Declaration Form (DGS-PD 843)
Darfur Contracting Act Form
California Civil Rights Certification Form
Iran Contracting Act Certification
Russian Sanctions Agreement
Federal Debarment
GenAI contract provisions (rev. 2/20/2025) have been incorporated into the contract.

STATE AND LOCAL GOVERNMENT EMPLOYEE PRICING
In the interest of expanding the California marketplace for Zero Emission Vehicles (ZEV), some Contractors have offered a discount to any interested State of California or local government employee when purchasing a ZEV for personal use. A list of participating Dealers and vehicles can be found at: https://www.dgs.ca.gov/PD/Resources/Page-

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 25 *4/22/2025*
User Instructions
Content/Procurement-Division-Resources-List-Folder/State-of-California-Green-FleetEmployee-Pricing-Program

ATTACHMENTS
Attachment A Contract Pricing, Supplement 17
Attachment B Specification 2310-4181, revised 08/16/2021 Attachment C Postconsumer Content Certification Workbook Attachment D Vehicle Specifications, Supplement 15
Department of General Services
Procurement Division
707 Third Street, 2nd Floor
West Sacramento, CA 95605-2811
State of California

STATEWIDE CONTRACT
USER INSTRUCTIONS All changes to most recent Supplem ent are in bold red italic. Additi ons ar e enclosed in asterisks, *, and deleti ons are enclosed in br ackets, []. MANDATORY *Supplement 32*
*(Incorporates Supplements 1 32)*
ISSUE AND EFFECTIVE DATE: *06/06/2025*
CONTRACT NUMBER: 1-22-23-23 B through I
DESCRIPTION: Fleet Vehicles Vans & SUVs
CONTRACTOR(S): Ocean Honda (1-22-23-23B)
Freeway Toyota (1-22-23-23C)
Winner Chevrolet (1-22-23-23D)
Knight Sacramento CD Inc DBA Elk
Grove Auto Group (1-22-23-23E)
Downtown Ford (1-22-23-23F)
Watsonville Fleet Group (1-22-23-23G)
US Fleet Source (1-22-23-23H)
CA Car Group (1-22-23-23I)
CONTRACT TERM: 05/01/2022 through 04/30/2027 C - I
05/01/2022 through 04/30/2026 B
STATE CONTRACT ADMINISTRATOR: Frank Martin
279-946-8035
[email protected]
The contract user instructions, products, and pricing are included herein. All purchase documents issued under this contract incorporate the contract terms and applicable California General Provisions:

Non-IT General Provisions (rev 11/19/2021)
Cal eProcure link: www.caleprocure.ca.gov

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-23 B-I
Contract User Instructions, *Supplement 32*

Contract 1-22-23-23 B-I Page 2 *06/06/2025*
User Instructions
All changes to most recent Supplement are in bold red italic. Additions are enclosed in asterisks; deletions are enclosed in brackets.

SUMMARY OF CHANGES
Supplement
Number Description/Articles Supplement
Date
*32
Attachment A Contract Pricing
Supplement 30 has been replaced with
Attachment A Contract Pricing
Supplement 32.
06/06/2025*
31 Cover Page: Extension of Contracts C
through I.

Article 31: Added language.
04/16/2025
30 Attachment A Contract Pricing
Supplement 29 has been replaced with
Attachment A Contract Pricing
Supplement 30.

Cover Page and Articles 8 & 26: updated
language.
03/18/2025
29 Attachment A Contract Pricing
Supplement 28 has been replaced with
Attachment A Contract Pricing
Supplement 29.

Contact Information for Elk Grove Auto
and Winner Chevrolet has been updated.
02/11/2025
28 Attachment A Contract Pricing
Supplement 27 has been replaced with
Attachment A Contract Pricing
Supplement 28.
12/12/2024
27 Attachment A Contract Pricing
Supplement 26 has been replaced with
Attachment A Contract Pricing
Supplement 27.
11/01/2024
26 Article 34: updated language.

Attachment A Contract Pricing
Supplement 24 has been replaced with
Attachment A Contract Pricing
Supplement 26.

Attachment D Vehicle Specifications
Supplement 23: was replaced with
Attachment D Vehicle Specifications
Supplement 26.
09/06/2024

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-23 B-I
Contract User Instructions, *Supplement 32*

Contract 1-22-23-23 B-I Page 3 *06/06/2025*
User Instructions
25 Added Section 30 Vetted
Forms/Certifications. 7/22/2024
24 Attachment A Contract Pricing
Supplement 22 has been replaced with
Attachment A Contract Pricing
Supplement 24.
07/05/2024
23 Cover Page: Extension of Contracts 23-
23B, 23-23C, 23-23D,23-23E, 23-23F, 23-
23H, and 23-23I.

Articles 8, 12, 22, and 33: updated
language.

Attachment D Vehicle Specifications
Supplement 1: was replaced with
Attachment D Vehicle Specifications
Supplement 23.
06/11/2024
22 Termination of Contract 1-22-23-23A.

Cover Page and Articles 1, 8, 12, 22, 25,
26, and 33: updated language.

Attachment A Contract Pricing
Supplement 21: replaced with Attachment
A Contract Pricing Supplement 22.
04/19/2024
21 Attachment A Contract Pricing
Supplement 20 has been replaced with
Attachment A Contract Pricing
Supplement 21.
04/05/2024
20 Attachment A Contract Pricing
Supplement 19 has been replaced with
Attachment A Contract Pricing
Supplement 20.
02/29/2024
19 Attachment A Contract Pricing
Supplement 18 has been replaced with
Attachment A Contract Pricing
Supplement 19.
01/12/2024
18 *Attachment A Contract Pricing
Supplement 17 has been replaced with
Attachment A Contract Pricing
Supplement 18 due to price correction for
previous supplement.
01/04/2024
17 Attachment A Contract Pricing
Supplement 15 has been replaced with
Attachment A Contract Pricing
Supplement 17.
12/22/2023

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-23 B-I
Contract User Instructions, *Supplement 32*

Contract 1-22-23-23 B-I Page 4 *06/06/2025*
User Instructions
16 Lithia Nissan contact information updated.

Downtown Ford contact information
updated.
12/12/2023
15 Attachment A Contract Pricing
Supplement 14 has been replaced with
Attachment A Contract Pricing
Supplement 15
11/17/2023
14 Attachment A Contract Pricing
Supplement 13 has been replaced with
Attachment A Contract Pricing
Supplement 14
11/15/2023
13 Attachment A Contract Pricing
Supplement 12 has been replaced with
Attachment A Contract Pricing
Supplement 13
10/31/2023
12 Attachment A Contract Pricing
Supplement 11 has been replaced with
Attachment A Contract Pricing
Supplement 12
09/21/2023
11 Attachment A Contract Pricing
Supplement 10 has been replaced with
Attachment A Contract Pricing
Supplement 11
8/31/2023
10 Attachment A Contract Pricing
Supplement 8 has been replaced with
Attachment A Contract Pricing
Supplement 10.
8/24/2023
9 Update State Contract Administrator
information. 08/04/2023
8 Attachment A Contract Pricing
Supplement 7 has been replaced with
Attachment A Contract Pricing
Supplement 8
07/28/2023
7 Attachment A Contract Pricing
Supplement 6 has been replaced with
Attachment A Contract Pricing
Supplement 7
updated
06/16/2023

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-23 B-I
Contract User Instructions, *Supplement 32*

Contract 1-22-23-23 B-I Page 5 *06/06/2025*
User Instructions
6 Attachment A Contract Pricing
Supplement 5 has been replaced with
Attachment A Contract Pricing
Supplement 6
01/23/2023
5 Attachment A Contract Pricing
Supplement 4 has been replaced with
Attachment A Contract Pricing
Supplement 5
12/06/2022
4 Attachment A Contract Pricing
Supplement 3 has been replaced with
Attachment A Contract Pricing
Supplement 4
11/04/2022
3 Attachment A Contract Pricing
Supplement 2 has been replaced with
Attachment A Contract Pricing
Supplement 3
Contact Information for Downtown Ford
has been updated
09/19/2022
2 Attachment A Contract Pricing
Supplement 1 has been replaced with
Attachment A Contract Pricing
Supplement 2
08/16/2022
1 Attachment A Contract Pricing has been
replaced with Attachment A Contract
Pricing Supplement 1
Attachment D Vehicle Specifications has
been added
Article 25 Payments, language has been
modified
05/26/2022
N/A Original Contract Posted 05/01/2022
All other terms and conditions remain the same.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-23 B-I
Contract User Instructions, *Supplement 32*
Contract 1-22-23-23 B-I Page 6 *06/06/2025*
User Instructions

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-23 B-I
Contract User Instructions, *Supplement 32*
Contract 1-22-23-23 B-I Page 7 *06/06/2025*
User Instructions

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-23 B-I
Contract User Instructions, *Supplement 32*
Contract 1-22-23-23 B-I Page 8 *06/06/2025*
User Instructions
SCOPE
The s provide Fleet Vehicles - Vans & SUVs at contracted pricing to the State of California and local governmental agencies in accordance with the requirements of Contract # 1-22-23-23 B I. The contractors shall supply the entire portfolio of products as identified in the contract and will be the primary point of contact for data collection, reporting, and distribution of Fleet Vehicles - Vans & SUVs to the State.

Prior to placing orders against this contract, State departments must have been granted non-IT purchasing authority by the Department of General Services, Procurement Division (DGS-PD) for the use of this statewide contract. State departments that have not been granted purchasing authority by DGS-PD for the tewide contracts may contact DGSManagement Section by e-mail at [email protected]. Departments must have a Department of General Services (DGS) agency billing code prior to placing orders against this contract. Ordering departments may obtain this information.

B. Local Governmental Agencies
Local governmental agency use of this contract is optional.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-23 B-I
Contract User Instructions, *Supplement 32*
Contract 1-22-23-23 B-I Page 9 *06/06/2025*
User Instructions
governmental agency should determine whether this contract is consistent with its procurement policies and regulations.

A DGS issued billing code is not required for local governmental agencies to place orders against this contract.

Current fees are available online in the Price Book & Directory of Services (https://www.dgs.ca.gov/OFS/Price-Book) (go to Price Book Download and click on Purchasing under Procurement Division).

B. Local Governmental Agencies
For all local government agency transactions issued against the contract, the Contractor is required to remit the DGS-PD an Incentive Fee of an amount equal to

SB/DVBE OFF-RAMP PROVISION
There is no SB/DVBE off ramp associated with this contract.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-23 B-I
Contract User Instructions, *Supplement 32*
Contract 1-22-23-23 B-I Page 10 *06/06/2025*
User Instructions

Each line item description on Attachment A, Contract Pricing, provides a description of the minimum requirements that each vehicle in that line item has met or exceeded.

Price Increases
Price increases may be requested with each model year change and will be posted on a quarterly basis.

Quarterly Increases shall be processed on the following calendar days:

July 1st
October 1st
January 1st
April 1st
Contractors are requested to price protect the contracted price for the duration between the price increase request and the time the increase is processed. If the Contractor is ordering until the price increases have been evaluated and approved.

Multiple Award
Some line items may have multiple vehicles awarded with different make and models available. State Departments may choose any vehicle identified in the subject line item.

There is no vehicle ranking associated with this contract.

Sales Tax
the Purchase Order.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-23 B-I
Contract User Instructions, *Supplement 32*
Contract 1-22-23-23 B-I Page 11 *06/06/2025*
User Instructions
Add trailer tow package
Add Bluetooth
Add parking sensors
Delete pick up box (bed)
In no case shall options be included or deleted in such a manner as to cause the vehicle to conflict with any other line item on any other vehicle contract.

The Contractor shall provide ordering agencies a copy of the current model year factory price sheet with requested options, within ten calendar days of request.

Note: Vehicles with added or deleted options MUST continue to meet the appropriate minimum specification.

Tire Fee
Purchase orders MUST include the State mandated $1.75 per tire fee.

SPECIFICATIONS
All products must conform to the attached State of California Bid Specification Number 2310- 4181 dated 08/16/2021 (Attachment B).

Vehicle color shall be a solar reflective color (white, silver metallic, or gold metallic) per SAM Section 3620.1 (exceptions are listed in the same manual section).

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-23 B-I
Contract User Instructions, *Supplement 32*
Contract 1-22-23-23 B-I Page 12 *06/06/2025*
User Instructions
The customer service unit shall be staffed with individuals that:

Are trained in the requirements of this contract
Have the authority to take administrative action to correct problems that may occur (2) business days of initial contact.

Dealer Contract # Contact Phone Email
Ocean
Honda
1-22-23-
23B Pat Ireland
(559)
707-
5735
[email protected]
Freeway
Toyota of
Hanford
1-22-23-
23C Pat Ireland
(559)
707-
5735
[email protected]
Winner
Chevrolet
1-22-23-
23D
Jerry
Powers
(916)
426-
5752
[email protected]
Elk Grove
Auto Group
1-22-23-
23E
Jerry
Powers
(916)
426-
5752
[email protected]
Downtown
Ford Sales
1-22-23-
23F
Sandra
Scott
(916)
252-
6260
[email protected]
Watsonville
Fleet Group
1-22-23-
23G
Yesenia
Covarrubias
(626)
457-
5590
[email protected]
US Fleet
Source
1-22-23-
23H Lisa Molino
(626)
344-
4285
[email protected]
CA Car
Group 1-22-23-23I Richard M. Slade
(925)
560-
4465
[email protected]
Note: Ordering agencies are encouraged to have one point of contact for inquiries, quotes, and orders whenever possible. Multiple calls and emails from various requestors for the same information can slow customer service response times.

PRODUCT SUBSTITUTIONS
Under no circumstance is the Contractor permitted to make substitutions with noncontract/unauthorized vehicles without approval of the DGS Contract Administrator (CA).

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-23 B-I
Contract User Instructions, *Supplement 32*
Contract 1-22-23-23 B-I Page 13 *06/06/2025*
User Instructions

All Purchasing Authority Purchase Orders (Std. 65) must contain the following:

Agency Order Number (Purchase Order Number)
Ordering Agency Name
Agency Billing Code
Purchasing Authority Number
Leveraged Procurement Number (Contract Number)
Supplier Information (Contact Name, Address, Phone Number, Fax Number, E-mail)
Line Item number
Quantity
Unit of Measure
Commodity Code Number
Product Description
Unit Price
Extension Price
Office of Fleet and Asset Management (OFAM) Approval Stamp (State departments only)
2) FI$CAL Purchase Documents
State departments transacting in FI$CAL will follow the FI$CAL procurement and contracting procedures.
3) Blanket Orders
The use of blanket orders against this statewide contract is not allowed.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-23 B-I
Contract User Instructions, *Supplement 32*
Contract 1-22-23-23 B-I Page 14 *06/06/2025*
User Instructions

MINIMUM ORDER
The minimum order shall be one (1) vehicle.

ORDERING PROCEDURE
A. Ordering Methods:

Ordering agencies are to submit appropriate purchase documents directly to the contractor(s) via one of the following ordering methods:

U.S. Mail
Facsimile
Email

ORDER PLACEMENT INFORMATION
Contract #
1-22-23-
23B
U.S. Mail:

Ocean Honda
3801 Soquel Dr
Soquel, CA 95073
Attn: Pat Ireland
Facsimile:
(559) 961-
4601
Email:
[email protected]
Contract #
1-22-23-
23C
U.S. Mail:

Freeway Toyota
1835 Glendale Avenue
Hanford, CA 93230
Attn: Pat Ireland
Facsimile:
(559) 961-
4601
Email:
[email protected]
Contract #
1-22-23-
23D
U.S. Mail:

Winner Chevrolet
8575 Laguna Grove
Drive
Elk Grove, CA 95757
Attn: Jerry Powers
Facsimile:
(916) 421-
0149
Email:
[email protected]
Contract #
1-22-23-
23E
U.S. Mail:

Elk Grove Auto Group
8575 Laguna Grove
Drive
Elk Grove, CA 95757
Attn: Jerry Powers
Facsimile:
(916) 421-
0149
Email:
[email protected]

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-23 B-I
Contract User Instructions, *Supplement 32*
Contract 1-22-23-23 B-I Page 15 *06/06/2025*
User Instructions
Contract #
1-22-23-
23F
U.S. Mail:

Downtown Ford Sales
525 N 16th St
Sacramento, CA
95811
Attn: Sandra Scott
Facsimile:

N/A
Email:
[email protected]
Contract #
1-22-23-
23G
U.S. Mail:

Watsonville Fleet
Group
1601 W. Main Street
Alhambra, CA 91801
Attn: Yesenia
Covarrubias
Facsimile:
(626) 457-
5593
Email:
[email protected]
Contract #
1-22-23-
23H
U.S. Mail:

US Fleet Source
979 S. Village Oaks
Drive
Covina, Ca 91724
Facsimile:
(626) 228-
3077
Email: [email protected]
Contract #
1-22-23-23I
U.S. Mail:

CA Car Group
4200 John Monego Ct
Dublin, CA 94568
Attn: Richard M. Slade
Facsimile:

N/A
Email:

[email protected]
When using any of the ordering methods specified above, all State departments must conform to proper State procedures.

ORDER ACCEPTANCE
The Contractor shall accept orders from any State department or local governmental agency. The Contractor shall not accept purchase documents for this contract that:

Are incomplete;
Are submitted without OFAM approval stamp
Contain non-contract items; or
Contain non-contract terms and conditions.

The Contractor must not refuse to accept orders from any State department or local governmental agency for any other reason without written authorization from the CA.

ORDER ACKNOWLEDMENT
The Contractor will provide the ordering agencies with an order receipt acknowledgment via e-mail/facsimile within ten (10) calendar days after receipt of an order. The acknowledgement will include:

Ordering Agency Name

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-23 B-I
Contract User Instructions, *Supplement 32*
Contract 1-22-23-23 B-I Page 16 *06/06/2025*
User Instructions
Agency Order Number (Purchase Order Number)
Description of Goods
Vehicle Model Year
Total Cost
Date order is placed with manufacturer
Anticipated Delivery Date
Delayed Production Notification (if applicable)
Discontinued Vehicle Notification (if applicable)
Contractor shall notify the ordering agency of any delays in production or delays in orders being accepted by the manufacturer for any period of time. Contractor shall provide estimated production start date and delivery date.

Request back order; or
Cancel the item from the order with no penalty

DISCONTINUED VEHICLE REMEDY
Upon receipt of order acknowledgment identifying discontinued items, the ordering agencies shall have the following options:

Amend purchase document to reflect DGS approved replacement vehicle; or Cancel the item from the order
Under no circumstance is the Contractor permitted to make substitutions with noncontract/unauthorized vehicles without approval of the DGS CA.

Delivery:

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-23 B-I
Contract User Instructions, *Supplement 32*
Contract 1-22-23-23 B-I Page 17 *06/06/2025*
User Instructions
Orders requiring customized work by a 3rd party supplier may exceed the delivery period requirement. Contractor shall notify ordering agency of extended delivery period per Article 14, Order Acknowledgement.

Caravan or drive-away method of delivery from the factory to a Contractor is not acceptable unless agreed upon by the ordering agency.

Drop ship deliveries shall not be made without prior State inspection. All vehicles shall be delivered with no less than five (5) gallons of fuel in the tank.

When feasible, Contractor is requested to make deliveries in metropolitan areas during off-peak hours. Off-peak hours are Monday through Friday, 10:00 AM to 4:00 PM PST.

Documents
The following documents shall be delivered to the receiving agency with the vehicle:

Completed and signed pre-delivery service checklist, including the order number and Vehicle Identification Number (VIN)
One (1) copy of the warranty, including applicable certificates, cards, etc.

INSPECTION AND ACCEPTANCE
Vehicles ordered for State use will be inspected by a State inspector at the place of business or as otherwise agreed to by the Contractor and ordering agency.

Inspection will commence within five (5) working days of notification that a vehicle is ready for inspection. Inspection will include:

Specification Compliance
Workmanship
Appearance
Proper Operation of all Equipment and Systems
Presence of all Applicable Documents

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-23 B-I
Contract User Instructions, *Supplement 32*
Contract 1-22-23-23 B-I Page 18 *06/06/2025*
User Instructions
In the event deficiencies are detected, the vehicle will be rejected and the Contractor will be required to make the necessary repairs, adjustments or replacements. Payment and/or the commencement of a discount period (if applicable) will not begin until the defects are corrected and the vehicle is re-inspected and accepted.

Completion of inspection or acceptance by the State inspector shall in no way release the Contractor from satisfying the requirements of the contract, specifications, and warranty.

Deviations from the specified requirements that are detected by the inspection shall be corrected by the Contractor in an expeditious manner at no expense to the ordering agency.

Inspection by local agencies will be at the place of business or as otherwise agreed to by the Contractor and local agency.

EMERGENCY/EXPEDITED ORDERS
Not Applicable.

Responsibility and liability for loss or damage for all orders shall remain with the Contractor until final inspection and acceptance, when all responsibility shall pass to the ordering agency, except the responsibility for latent defects, fraud, and the warranty obligations.

SHIPPED ORDERS
All shipments shall be in accordance with the General Provisions, Article 12 entitled

CONTRACT ADMINISTRATION
The State and the Contractors have assigned Contract Administrators as the single points of contact for problem resolution and related contract issues.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-23 B-I
Contract User Instructions, *Supplement 32*

Contract 1-22-23-23 B-I Page 19 *06/06/2025*
User Instructions
State Contact
Information DGS/PD Contract Administrator
Contact Name: Frank Martin
Telephone: (279) 946-8035
Facsimile: NA
Email: [email protected]
Address: DGS/Procurement Division
Attn: Frank Martin
707 Third Street, 2nd Floor, MS 201
West Sacramento, CA 95605
Dealer
Contact
Information
Ocean Honda
Contract # 1-22-23-23B
Freeway Toyota of Hanford
Contract # 1-18-23-23C
Contact
Name:

Pat Ireland Pat Ireland
Telephone: (559) 707-5735 (559) 707-5735
Facsimile: (559) 961-4601 (559) 961-4601
Email: [email protected] [email protected] Address: Ocean Honda
3801 Soquel Dr
Soquel, CA 95073
Freeway Toyota
1835 Glendale Avenue
Hanford, CA 93230
Dealer
Contact
Information
Winner Chevrolet
Contract # 1-18-23-23D
Elk Grove Auto Group
Contract # 1-22-23-23E
Contact
Name:

Jerry Powers Jerry Powers
Telephone: (916) 426-5752 (916) 426-5752
Facsimile: (916) 421-0149 (916) 421-0149
Email: [email protected] [email protected] Address: Winner Chevrolet
8575 Laguna Grove Drive
Elk Grove, CA 95757
Elk Grove Auto Group
8575 Laguna Grove Dr
Elk Grove, CA 95757

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-23 B-I
Contract User Instructions, *Supplement 32*
Contract 1-22-23-23 B-I Page 20 *06/06/2025*
User Instructions
Dealer
Contact
Information
Downtown Ford Sales
Contract # 1-22-23-23F
Watsonville Fleet Group
Contract # 1-22-23-23G
Contact
Name:

Sandra Scott Yesenia Covarrubias
Telephone: (916) 252-6260 (626) 457-5590
Facsimile: N/A (626) 457-5593
Email: [email protected] [email protected] Address: Downtown Ford Sales
525 N 16th St
Sacramento, CA 95811
Watsonville Fleet Group
1601 W. Main Street
Alhambra, CA 91801
Dealer
Contact
Information
US Fleet Source
Contract # 1-22-23-23H
CA Car Group
Contract # 1-22-23-23I
Contact
Name:

Lisa Molino Richard M. Slade
Telephone: (626) 344-4285 (925) 560-4465
Facsimile: (626) 416-3064 N/A
Email: [email protected] [email protected]
Address: US Fleet Source
979 S. Village Oaks Drive
Covina, Ca 91724
CA Car Group
4200 John Monego Ct
Dublin, CA 94568

RESTOCKING FEES
The Contractor may impose a restocking fee to the ordering agency on orders cancelled after the order has been placed with the manufacturer: The Contractor shall notify the ordering agency of the order placement per Article 14, Order Acknowledgment.

Re-stocking fees can be no greater than ten percent (10%) of the value of the vehicle being restocked.

INVOICING
Ordering agencies may require separate invoicing, as specified by each ordering organization. Invoices will contain the following information:

Leveraged Procurement Number (Contract Number)
Agency Order Number (Purchase Order Number)
Item and commodity code number
Quantity purchased

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-23 B-I
Contract User Instructions, *Supplement 32*
Contract 1-22-23-23 B-I Page 21 *06/06/2025*
User Instructions
Contract price and extension
State sales and/or use tax
Prompt payment discounts/cash discounts, if applicable
Totals for each order

PAYMENT
A. Terms
Payment terms for contracts 1-22-23-23 B G include a $500 per vehicle discount for payment made within twenty (20) days. Contracts 1-22-23-23 H & I offer no discount.

The cash discount time is defined by the State as beginning only after the vehicle has been inspected, delivered, and accepted by the receiving agency, or from the date a correct invoice is received in the office specified on the Purchase Order, whichever is later.

Payment is deemed to be made, for the purpose of earning the discount, one (1) working day after the date on the State warrant or check. Typically, acceptance will be accomplished within twenty (20) business hours after a vehicle is delivered.

B. CAL-Card Use
Use of the CAL-Card for payment of invoices is not allowed under this statewide contract.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-23 B-I
Contract User Instructions, *Supplement 32*
Contract 1-22-23-23 B-I Page 22 *06/06/2025*
User Instructions
The California seller permit number for the Contractor is listed below. State departments can verify that permits are currently valid at the following website: www.cdtfa.ca.gov. State departments must adhere to the file documentation required identified in the State Contracting Manual Volume 2 and Volume 3 and SCM-F.

Contractor Name Seller Permit #
Ocean Honda 101-652579
Freeway Toyota 102-659756
Winner Chevrolet 100-208309
Knight Sacramento CD
Inc DBA Elk Grove Auto
Group
253121056
Downtown Ford Sales 28600344
Watsonville Fleet Group 245364864
101-135239
US Fleet Source 103-097044
CA Car Group 100-214737

Bumper to bumper warranty shall cover not less than 3 years/36,000 miles, no charge for parts and labor.

Power train warranty for light duty vehicles weighing 8500 lbs. GVWR or less shall cover not less than 5 years/100,000 miles, no charge for parts and labor.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-23 B-I
Contract User Instructions, *Supplement 32*
Contract 1-22-23-23 B-I Page 23 *06/06/2025*
User Instructions
warranty has been recorded with the manufacturer shall be furnished with each vehicle delivered.

Oil changes;
Filter changes;
Fluid changes;
Lubrications;
Tire rotations;

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-23 B-I
Contract User Instructions, *Supplement 32*
Contract 1-22-23-23 B-I Page 24 *06/06/2025*
User Instructions
Equipment and safety inspections
The Maintenance Plan is not required to cover wear items such as brake pads/shoes, wiper blades, etc.

Purchase of the Maintenance Plan is non-mandatory for State departments.

The Maintenance Plan is not applicable to vehicles over 8,500 lbs. GVWR.

GENERATIVE ARTIFICIAL INTELLIGENCE (GENAI) PROCUREMENT PROCEDURES GenAI contract provisions (rev. 2/20/2025) have been incorporated into the contract.

SB/DVBE PARTICIPATION
There is no Small Business (SB) or Disabled Veteran Business Enterprise (DVBE) participation for this contract.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-23 B-I
Contract User Instructions, *Supplement 32*
Contract 1-22-23-23 B-I Page 25 *06/06/2025*
User Instructions

ATTACHMENTS
Attachment A Contract Pricing, *Supplement 32*
Attachment B Specification 2310-4181, revised 08/16/2021 Attachment C Postconsumer Content Certification Workbook Attachment D Vehicle Specifications, Supplement 26

CONTRACT #: PRC003636 CONTRACT NAME: TRUCK PURCHASES-RIVERVIEW INTERNATIONAL AGREEMENT TERM: 7/1/25-4/30/27 AUTHORIZED RENEWALS: Upon request of State of California one additional, one year term PROJECT:

NOT-TO-EXCEED AMOUNT: $ ,500,000.00
SOLICITATION: STATE OF CALIFORNIA RFP 20793 &
31286
LBE (Y/N): Y
DEPARTMENT/DIVISION: PUBLIC WORKS / FLEET MANAGEMENT CITY OF SACRAMENTO

COOPERATIVE/PIGGYBACKING AGREEMENT
Cooperative/Piggyback Agreement Approved by CAO 6-10-2025 The City of Sacramento ("City") and RIVERVIEW INTERNATIONAL TRUCKS LLC ("Contractor"), hereby agree to this Cooperative/Piggybacking as of
7/1/2025.

WHEREAS, the City wishes to purchase TRUCK PURCHASES, pursuant to the terms of this Agreement and Contract No. 1-22-23-2OI AND 1-25-23-01I), dated JANUARY 11, 2022 AND FEBRUARY 18, 2025
STATE OF CALIFORNIA . NOW THEREFORE, Contractor and the City agree as follows:

The City agrees to purchase, pursuant to the terms of this Agreement and the Cooperative Contract , TRUCK PURCHASES. In no way shall payment from City to Contractor under this Agreement exceed$ ,500,000.00.

In addition to whichever box above in this Section 4 is checked, (i) the City may terminate this Agreement upon notice to Contractor, and (ii) at any time prior to expiration of this Agreement, the City has the option to extend the term of this Agreement through the term of the Cooperative CONTRACT #: PRC003636 CONTRACT NAME: TRUCK PURCHASES-RIVERVIEW INTERNATIONAL AGREEMENT TERM: 7/1/25-4/30/27 AUTHORIZED RENEWALS: Upon request of State of California one additional, one year term PROJECT:

NOT-TO-EXCEED AMOUNT: $ ,500,000.00
SOLICITATION: STATE OF CALIFORNIA RFP 20793 &
31286
LBE (Y/N): Y
DEPARTMENT/DIVISION: PUBLIC WORKS / FLEET MANAGEMENT CITY OF SACRAMENTO

COOPERATIVE/PIGGYBACKING AGREEMENT
Cooperative/Piggyback Agreement Approved by CAO 6-10-2025 Contract, inclusive of any renewals and extensions to the Cooperative Contract . Notwithstanding any contrary term(s) in the Cooperative Contract , including any limitation of liability provision, Contractor 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, costs and expenses of every type and description, whether arising on or off the site of the work or services performed under this Agreement or the
outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter
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 this Agreement or the Cooperative Contract by Contractor, any subcontractor (including lower-tier subcontractors) or agent of Contractor, their respective officers and employees, and anyone else for whose acts or 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 any 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 Contractor.

In addition to whichever box above in this Section 6 is checked, Contractor shall provide the City with certificates of insurance evidencing the insurance required upon request.

7. Notwithstanding any contrary term(s) in the Cooperative Contract , this Agreement shall be governed, construed and enforced in accordance with the laws of the State of California, except that CONTRACT #: PRC003636 CONTRACT NAME: TRUCK PURCHASES-RIVERVIEW INTERNATIONAL AGREEMENT TERM: 7/1/25-4/30/27 AUTHORIZED RENEWALS: Upon request of State of California one additional, one year term PROJECT:

NOT-TO-EXCEED AMOUNT: $ ,500,000.00
SOLICITATION: STATE OF CALIFORNIA RFP 20793 &
31286
LBE (Y/N): Y
DEPARTMENT/DIVISION: PUBLIC WORKS / FLEET MANAGEMENT CITY OF SACRAMENTO

COOPERATIVE/PIGGYBACKING AGREEMENT
Cooperative/Piggyback Agreement Approved by CAO 6-10-2025 the rule of interpretation in California Civil Code section 1654 will not apply. Venue of any litigation arising out of this Agreement 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.

Department of General Services
Procurement Division
707 Third Street, 2nd Floor
West Sacramento, CA 95605-2811
State of California

Non-IT General Provisions (rev 11/19/2021) (https://www.dgs.ca.gov/- /media/199A6A32E4DE4BECAFF4EFA7194350CD.ashx)
Cal eProcure link: www.caleprocure.ca.gov

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

SUMMARY OF CHANGES
Supplement
Number Description/Articles Supplement
Date
*18 Cover Page Contract Terms have
been updated.

Ariticle 32 Vetted Forms/Certifications
language has been added.

Article 33 Generative AI Procurement
Procedures language has been added.

Attachment A Contract Pricing
Supplement 12 has been replaced with
06/07/2024

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

Article 22 State Contract Administrator
information has been updated.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 5 *4/22/2025*
User Instructions

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 6 *4/22/2025*
User Instructions

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

Prior to placing orders against this contract, State departments must have been granted non-IT purchasing authority by the Department of General Services, Procurement Division (DGS-PD) for the use of this statewide contract. State departments that have not been granted purchasing authority by DGS-PD for the tewide contracts may contact DGSManagement Section by e-mail at [email protected]. Departments must have a Department of General Services (DGS) agency billing code prior to placing orders against this contract. Ordering departments may obtain this information.

B. Local Governmental Agencies
Local governmental agency use of this contract is optional.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

A DGS issued billing code is not required for local governmental agencies to place orders against this contract.

Current fees are available online in the Price Book & Directory of Services (https://www.dgs.ca.gov/OFS/Price-Book) (go to Price Book Download and click on Purchasing under Procurement Division).

B. Local Governmental Agencies
For all local government agency transactions issued against the contract, the Contractor is required to remit the DGS-PD an Incentive Fee of an amount equal to

SB/DVBE OFF-RAMP PROVISION
There is no SB/DVBE off ramp associated with this contract.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 9 *4/22/2025*
User Instructions

Each line item description on Attachment A, Contract Pricing, provides a description of the minimum requirements that each vehicle in that line item has met or exceeded.

Price Increases
Price increases may be requested with each model year change and will be posted on a quarterly basis.

Quarterly Increases shall be processed on the following calendar days:

Multiple Award
Some line items may have multiple vehicles awarded with different make and models available. State Departments may choose any vehicle identified in the subject line item.

There is no vehicle ranking associated with this contract.

Sales Tax
the Purchase Order.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

The Contractor shall provide ordering agencies a copy of the current model year factory price sheet with requested options, within ten calendar days of request.

Note: Vehicles with added or deleted options MUST continue to meet the appropriate minimum specification.

Tire Fee
Purchase orders MUST include the State mandated $1.75 per tire fee.

SPECIFICATIONS
All products must conform to the attached State of California Bid Specification Number 2310- 4181 dated 08/16/2021 (Attachment B).

Vehicle color shall be a solar reflective color (white, silver metallic, or gold metallic) per SAM Section 3620.1 (exceptions are listed in the same manual section).

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

Are trained in the requirements of this contract
Have the authority to take administrative action to correct problems that may occur (2) business days of initial contact.

PRODUCT SUBSTITUTIONS
Under no circumstance is the Contractor permitted to make substitutions with noncontract/unauthorized vehicles without approval of the DGS Contract Administrator (CA).

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 12 *4/22/2025*
User Instructions

All Purchasing Authority Purchase Orders (Std. 65) must contain the following:

Agency Order Number (Purchase Order Number)
Ordering Agency Name
Agency Billing Code
Purchasing Authority Number
Leveraged Procurement Number (Contract Number)
Supplier Information (Contact Name, Address, Phone Number, Fax Number, E-mail)
Line Item number
Quantity
Unit of Measure
Commodity Code Number
Product Description
Unit Price
Extension Price
Office of Fleet and Asset Management (OFAM) Approval Stamp (State departments only)
2) FI$CAL Purchase Documents
State departments transacting in FI$CAL will follow the FI$CAL procurement and contracting procedures.
3) Blanket Orders
The use of blanket orders against this statewide contract is not allowed.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 13 *4/22/2025*
User Instructions

MINIMUM ORDER
The minimum order shall be one (1) vehicle.

ORDERING PROCEDURE
A. Ordering Methods:

Ordering agencies are to submit appropriate purchase documents directly to the contractor(s) via one of the following ordering methods:

U.S. Mail
Facsimile
Email
follows:

ORDER PLACEMENT INFORMATION
Contract #
1-22-23-20B
U.S. Mail:

Ocean Honda
3801 Soquel Dr
Soquel, CA 95073
Attn: Pat Ireland
Facsimile:
(559) 961-4601
Email:
[email protected]
Contract #
1-22-23-20C
U.S. Mail:

Freeway Toyota
1835 Glendale Avenue
Hanford, CA 93230
Attn: Pat Ireland
Facsimile:
(559) 961-4601
Email:
[email protected]
Contract #
1-22-23-20D
U.S. Mail:

Winner Chevrolet
8575 Laguna Grove Drive
Elk Grove, CA 95757
Attn: Jerry Powers
Facsimile:
(916) 421-0149
Email:
[email protected]

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 B-K
Contract User Instructions, *Supplement 18*
Contract 1-22-23-20 B-K Page 14 *4/22/2025*
User Instructions

ORDER PLACEMENT INFORMATION
Contract #
1-22-23-20E
U.S. Mail:

Elk Grove Auto Group
8575 Laguna Grove Drive
Elk Grove, CA 95757
Attn: Jerry Powers
Facsimile:
(916) 421-0149
Email:
[email protected]
Contract #
1-22-23-20F
U.S. Mail:

Downtown Ford Sales
525 N 16th St
Sacramento, CA 95811
Attn: Sandra Scott
Facsimile:
(916) 491-3138
Email:
[email protected]
Contract #
1-22-23-20G
U.S. Mail:

Watsonville Fleet Group
1601 W. Main Street
Alhambra, CA 91801
Attn: Yesenia
Covarrubias
Facsimile:
(626) 457-5593
Email:
[email protected]
Contract #
1-22-23-20H
U.S. Mail:

CA Car Group
4200 John Monego Ct
Dublin, CA 94568
Attn: Richard M. Slade
Facsimile:

N/A
Email:

[email protected]
Contract #
1-22-23-20I
U.S. Mail:

Riverview International
Trucks
2445 Evergreen Avenue
West Sacramento, CA
95691
Attn: Jason Farrell
Facsimile:
(916) 372-8541
Email:
[email protected]
Contract #
1-22-23-20J
U.S. Mail:

Sacramento Truck Center
100 Opportunity Street
Sacramento, CA 95838
Attn: Dean Needham
Facsimile:
(916) 286-2085
Email:
[email protected]
Contract #
1-22-23-20K
U.S. Mail:

Bonander Truck & Trailer
4520 N Golden State
Blvd.

Turlock, CA 95382
Attn: Steve Mannion
Facsimile:
(209) 634-4965
Email:

[email protected]

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

ORDER ACCEPTANCE
The Contractor shall accept orders from any State department or local governmental agency. The Contractor shall not accept purchase documents for this contract that:

Are incomplete;
Are submitted without OFAM approval stamp
Contain non-contract items; or
Contain non-contract terms and conditions.

The Contractor must not refuse to accept orders from any State department or local governmental agency for any other reason without written authorization from the CA.

Request back order; or
Cancel the item from the order with no penalty

DISCONTINUED VEHICLE REMEDY
Upon receipt of order acknowledgment identifying discontinued items, the ordering agencies shall have the following options:

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

Delivery:

Caravan or drive-away method of delivery from the factory to a Contractor is not acceptable unless agreed upon by the ordering agency.

Drop ship deliveries shall not be made without prior State inspection. All vehicles shall be delivered with no less than five (5) gallons of fuel in the tank.

When feasible, Contractor is requested to make deliveries in metropolitan areas during off-peak hours. Off-peak hours are Monday through Friday, 10:00 AM to 4:00 PM PST.

Documents
The following documents shall be delivered to the receiving agency with the vehicle:

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

INSPECTION AND ACCEPTANCE
Vehicles ordered for State use will be inspected by a State inspector at the place of business or as otherwise agreed to by the Contractor and ordering agency.

Inspection will commence within five (5) working days of notification that a vehicle is ready for inspection. Inspection will include:

Specification Compliance
Workmanship
Appearance
Proper Operation of all Equipment and Systems
Presence of all Applicable Documents
In the event deficiencies are detected, the vehicle will be rejected and the Contractor will be required to make the necessary repairs, adjustments or replacements. Payment and/or the commencement of a discount period (if applicable) will not begin until the defects are corrected and the vehicle is re-inspected and accepted.

Completion of inspection or acceptance by the State inspector shall in no way release the Contractor from satisfying the requirements of the contract, specifications, and warranty.

Deviations from the specified requirements that are detected by the inspection shall be corrected by the Contractor in an expeditious manner at no expense to the ordering agency.

Inspection by local agencies will be at the place of business or as otherwise agreed to by the Contractor and local agency.

EMERGENCY/EXPEDITED ORDERS
Not Applicable.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

Responsibility and liability for loss or damage for all orders shall remain with the Contractor until final inspection and acceptance, when all responsibility shall pass to the ordering agency, except the responsibility for latent defects, fraud, and the warranty obligations.

SHIPPED ORDERS
All shipments shall be in accordance with the General Provisions, Article 12 entitled

CONTRACT ADMINISTRATION
The State and the Contractors have assigned Contract Administrators as the single points of contact for problem resolution and related contract issues.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

Steve Mannion
Telephone: (916) 747-6151
Facsimile: (209) 634-4965
Email: [email protected]
Address: Bonander Truck & Trailer
4520 N Golden State Blvd.

Turlock, CA 95382

Re-stocking fees can be no greater than ten percent (10%) of the value of the vehicle being restocked.

INVOICING
Ordering agencies may require separate invoicing, as specified by each ordering organization. Invoices will contain the following information:

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

B. CAL-Card Use
Use of the CAL-Card for payment of invoices is not allowed under this statewide contract.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

Bumper to bumper warranty shall cover not less than 3 years/36,000 miles, no charge for parts and labor.

Power train warranty for light duty vehicles weighing 8500 lbs. GVWR or less shall cover not less than 5 years/100,000 miles, no charge for parts and labor.

Normal wear items such as tires, belts, hoses, headlamps, light bulbs, brake linings, brake discs/drums, etc. are excluded from warranty coverage. All other items not subject to

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

The Maintenance Plan is not applicable to vehicles over 8,500 lbs. GVWR.

SB/DVBE PARTICIPATION
There is no Small Business (SB) or Disabled Veteran Business Enterprise (DVBE) participation for this contract.

GenAI Disclosure & Factsheet (STD 1000)
Bidder Declaration Form (GSPD 05-105)
DVBE Declaration Form (DGS-PD 843)
Darfur Contracting Act Form
California Civil Rights Certification Form
Iran Contracting Act Certification
Russian Sanctions Agreement
Federal Debarment
GenAI contract provisions (rev. 2/20/2025) have been incorporated into the contract.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

STATEWIDE CONTRACT
USER INSTRUCTIONS All changes to most recent Supplem ent are in bold red italic. Additi ons ar e enclosed in asterisks, *, and deleti ons are enclosed in br ackets, []. MANDATORY All changes to most recent Supplem ent are in bold red italic. Additi ons will be enclosed in asterisks, *, and deleti ons will be enclosed i n brackets, []. *Supplement 1* ISSUE AND EFFECTIVE DATE: *04/16/2025*
CONTRACT NUMBER: 1-25-23-01I
DESCRIPTION: Alternative Fuel Vehicles
CONTRACTOR: Riverview International Trucks, LLC
CONTRACT TERM: 02/18/2025 through 02/17/2027
STATE CONTRACT ADMINISTRATOR: Shawn Dorrough
(279) 240-6505
[email protected]
The contract user instructions, products, and pricing are included herein. All purchase documents issued under this contract incorporate the contract terms and applicable California General Provisions:

Non-IT General Provisions (rev 6/21/2022) Cal eProcure link: www.caleprocure.ca.gov

ORDER PLACEMENT INFORMATION
Mailing Address:

Riverview International
Trucks, LLC
P.O. Box 716
West Sacramento, CA 95691
Fax/Email:

Fax: (916) 371-8541
Email: jasonf@riverviewtrucks.com
Contact Information:

Riverview International
Trucks, LLC
Jason Farrell
Phone: (916) 669-0253
Email: jasonf@riverviewtrucks.com

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01I
Contract User Instructions, *Supplement 1*

Page 2 ends

All changes to most recent Supplement are in bold red italic. Additions are enclosed in asterisks; deletions are enclosed in brackets with strikethrough.

SUMMARY OF CHANGES
Supplement
Number Description/Articles Date
*1* *Subject contract for Alternative Fuel Vehicles
is hereby modified to reflect the following
changes:

Article 36: New GenAI language added
Attachment A, Contract Pricing: CLIN
corrected*
*04/16/2025*
N/A Original Contract Posted 02/18/2025
All other terms and conditions remain the same.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01I
Contract User Instructions, *Supplement 1*

Page 3 ends

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01I
Contract User Instructions, *Supplement 1*

Page 4 ends

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01I
Contract User Instructions, *Supplement 1*

Page 5 ends

SCOPE
Riverview International Trucks, LLC (Contractor) provides Alternative Fuel Vehicles at contracted pricing to the State of California and local governmental agencies in accordance with the requirements of Contract # 1-25-23-01I.

The Contractor shall supply the entire portfolio of products as identified in the contract and will be the primary point of contact for data collection, reporting, and distribution of Alternative Fuel Vehicles to the State.

CONTRACT USAGE/RULES
A. State Departments
The use of this contract is mandatory for all State of California departments.

B. Local Governmental Agencies
Local governmental agency use of this contract is optional.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01I
Contract User Instructions, *Supplement 1*

Page 6 ends

governmental agency should determine whether this contract is consistent with its procurement policies and regulations.

A DGS issued billing code is not required for local governmental agencies to place orders against this contract.

Current fees are available online in the Price Book & Directory of Services (go to Price Book Download and click on Purchasing under Procurement Division).

B. Local Governmental Agencies
For all local government agency transactions issued against the contract, the Contractor is required to remit the DGS-PD an Incentive Fee of an amount equal to

SB/DVBE OFF-RAMP PROVISION
There is no SB/DVBE off ramp associated with this contract.

EXEMPT PURCHASES
There are no exempt purchases associated with this contract.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01I
Contract User Instructions, *Supplement 1*

Page 7 ends

Category 4: Medium and Heavy Duty Vehicles
Attachment A - Contract Pricing provides a description of the minimum requirements for each line item that the vehicle meets or exceeds.

Options
All factory options shall be available and priced at dealer cost plus up to 10 percent for an addition or dealer cost minus up to 10 percent for a deletion in accordance with the h might be
made include, but are not limited, to the following:

The Contractor shall provide ordering agencies a copy of the current model year factory price sheet with requested options, within 10 calendar days of request.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01I
Contract User Instructions, *Supplement 1*

Page 8 ends

Note: Vehicles with added or deleted options MUST continue to meet the appropriate minimum specification. Refer to Article 14, Purchase Execution for additional fees and sales tax information.

SPECIFICATIONS
All Medium and Heavy Duty Vehicles listed on Attachment A - Contract Pricing, conform to Attachment B-2, Specification 2320-BS-0194616-2.

The customer service unit shall be staffed with individuals that:

Are trained in the requirements of this contract
Have the authority to take administrative action to correct problems that may occur Contact Phone Email
Jason Farrell (916) 669-0253 [email protected]

PRE-ORDER QUOTE REQUEST
Upon request, Contractor shall provide an itemized quote to ordering agencies that contain, at minimum, the following information:

Contractor letterhead
Quote number
Date of Quote
Ordering agency name
Ordering agency contact person
Contract number
Contract line item number
Quantity
Description of item
Contract unit price
Vehicle options price (dealer cost plus up to 10 percent) Extended price (quantity x contract Price)
Subtotals of taxable and non-taxable items

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01I
Contract User Instructions, *Supplement 1*

Page 9 ends

Rate and calculated tax (based on Bill To address)
Applicable fees (e.g., tire fees)
Grand total

If a discontinued item has been identified, ordering agencies shall have the following options:

Amend purchase document to reflect State-approved substitute item Cancel the item from the order

PROMOTIONAL PRICING
During special pricing promotions, the Contractor shall offer the ordering agency the promotional pricing or the discount percentage off list, whichever is lower.

The Contractor shall notify the State Contract Administrator of all promotional pricing changes. Notification shall include at a minimum:

Promotional items shall come with all benefits of the statewide contract terms and conditions and shall include all provisions such as warranty and delivery.

PURCHASE EXECUTION
A. State Departments
1) Std. 65 Purchase Documents

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01I
Contract User Instructions, *Supplement 1*

Page 10 ends

State departments not transacting in FI$CAL must use the Purchasing Authority Purchase Order (Std. 65) for purchase execution. An electronic version of the Std. 65 is available at the Office of State Publishing web site (select STD Forms).

All Purchasing Authority Purchase Orders (Std. 65) must contain the following:

C. Sales Tax
The sales tax rate applied should be based on the rate of the area where the product is to be registered.

D. Tire Fee
Purchase orders MUST include the State mandated $1.75 per tire fee.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01I
Contract User Instructions, *Supplement 1*

Page 11 ends

A Contractor may charge the ordering agency an electronic filing fee, which does not exceed the actual amount the Contractor is charged by a first-line service provider.

MINIMUM ORDER
The minimum order shall be one vehicle.

ORDERING PROCEDURE
Ordering agencies are to submit appropriate purchase documents directly to the Contractor via one of the following ordering methods:

U.S. Mail
Facsimile
Email
The Contractor

ORDER PLACEMENT INFORMATION
U.S. Mail:

Riverview International Trucks
P.O. Box 716
West Sacramento, CA 95691
Facsimile:
(916) 372-8541
Email:
[email protected]
When using any of the ordering methods specified above, all State departments must conform to proper State procedures.

ORDER ACCEPTANCE
The Contractor shall accept orders from any ordering agency. The Contractor shall not accept purchase documents for this contract that:

Are incomplete
Are submitted without OFAM approval stamp (State Agencies) Contain non-contract items or items outside the scope of the contract Contain non-contract terms and conditions
The Contractor must not refuse to accept orders from any ordering agency for any other reason without written authorization from the State Contract Administrator.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01I
Contract User Instructions, *Supplement 1*

Page 12 ends

DELIVERY SCHEDULES
Delivery for orders placed against this contract shall be in accordance with the following:

B. Locations
business or a designated delivery location closest to the ordering agency. A pre-delivery service and inspection.
business location or have it delivered to the location specified on the individual order.

Appropriate delivery instructions shall be provided on the Purchase Order. Contractor shall contact the ordering agency if Purchase Order is submitted without specific delivery instructions.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01I
Contract User Instructions, *Supplement 1*

Page 13 ends

Caravan or drivedesignated business site is not acceptable unless agreed upon by the ordering agency.

All PHEVs shall be delivered with no less than five gallons of fuel in the tank. ZEVs shall be delivered with no less that 80 percent battery charge.

Drop ship deliveries shall not be made without prior State inspection.

C. Documents
The following documents shall be delivered to the receiving agency with the vehicle:

Completed and signed pre-delivery service checklist, including the order number and Vehicle Identification Number (VIN)
One copy of the warranty, including applicable certificates, cards, etc.

Orders requiring customized work by a 3rd party supplier may exceed the delivery period requirement. Contractor shall notify ordering agency of extended delivery period.

Since receiving hours for each ordering agency will vary by facility, it will be the before delivery occurs.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01I
Contract User Instructions, *Supplement 1*

Page 14 ends

The Contractor must notify the ordering agency within 12 hours of scheduled delivery time, if delivery cannot be made within the time frame specified on the Order Confirmation.

E. Security Requirements
Deliveries may be made to locations inside secure grounds that require prior clearances or special entry procedures for delivery drivers.

Deliveries that are delayed due to drivers not being cleared to enter secure grounds may be cause for contract default.

SHIPPED ORDERS
All shipments shall be in accordance with the General Provisions (rev 6/21/2022), Article 12 STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01I
Contract User Instructions, *Supplement 1*

Page 15 ends

INSPECTION AND ACCEPTANCE
of business or designated business site.

Inspection will commence within five working days of notification that a vehicle is ready for inspection. Inspection will include:

Completion of inspection or acceptance by the state inspector shall in no way release the dealer from satisfying the requirements of the contracts, specifications, and warranty.

Specification requirement deviations detected by the owning department shall be corrected by the dealer in an expeditious manner at no expense to the owning department.

Inspection and acceptance shall be in accordance with the General Provisions (Rev 6/21/2022), Article 17 entitled Inspection, Acceptance and Rejection.

CONTRACT ADMINISTRATION
Both the State and the Contractor have assigned contract administrators as the single points of contact for problem resolution and related contract issues.

Administrator
Information DGS-PD Riverview International Trucks, LLC
Contact
Name:

Shawn Dorrough Jason Farrell
Telephone: (279) 240-6505 (916) 669-0253
Facsimile: NA (916) 372-8541
Email: [email protected] [email protected]

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01I
Contract User Instructions, *Supplement 1*

Page 16 ends

Administrator
Information DGS-PD Riverview International Trucks, LLC
Address: DGS/Procurement Division
Attn: Shawn Dorrough
707 Third Street, 2nd Floor, MS
201
West Sacramento, CA 95605
Riverview International
Trucks
Attn: Jason Farrell
P.O. Box 716
West Sacramento, CA 95691

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01I
Contract User Instructions, *Supplement 1*

Page 17 ends

Contractor offers a Prompt Payment Cash Discount of $500 per vehicle for payment within 20 days as noted on Attachment A - Contract Pricing. The cash discount payment period shall begin only after the vehicle has been delivered, inspected, and accepted by the receiving agency, or from the date a correct invoice is received in the office specified on the Purchase Order, whichever is later.

Payment is deemed to be made, for the purpose of earning the discount, one working day after the date of the State warrant or check.

B. CAL-Card Use
Use of the CAL-Card for payment of invoices is not allowed under this statewide contract.

The California seller permit number for the Contractor is listed below. Ordering Agencies can verify that permits are currently valid at the following website: www.cdtfa.ca.gov.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01I
Contract User Instructions, *Supplement 1*

Page 18 ends

State departments must adhere to the file documentation identified in the State Contracting Manual Volume 2.

Contractor Name Seller Permit #
Riverview International
Trucks, LLC 101-079519

Bumper to bumper warranty shall cover not less than three years/36,000 miles, no charge for parts and labor.

Power Train/Drive Unit warranty for light duty vehicles weighing 8500 lbs. GVWR or less shall cover not less than five years/100,000 miles, no charge for parts and labor.

Power Train/Drive Unit warranty for vehicles over 8500 lbs. GVWR shall cover not less than five years/60,000 miles, no charge for parts and labor.

Battery pack warranty shall cover not less than five years/100,000 miles, no charge for parts and labor.
which may form a part of the warranty.

All emission-related components shall be warranted in compliance with California Air Resources Board and Federal requirements.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01I
Contract User Instructions, *Supplement 1*

Page 19 ends

content antifreeze/coolant used by the State will meet all ATSM standards and specifications as set forth by the vehicle manufacturer.

The maintenance plan shall include at a minimum all manufacturer recommended services such as, but not limited to, the following:

Oil changes
Filter changes
Fluid changes
Lubrications
Tire rotations
Equipment and safety inspections
The Maintenance Plan need not cover wear items such as brake pads/shoes, wiper blades, etc.

The Maintenance Plan is not applicable to vehicles over 8,500 lbs. GVWR.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-25-23-01I
Contract User Instructions, *Supplement 1*

Page 20 ends

Nonavailable in both northern and southern California, at a minimum, within:
30-mile radius of the State Capitol, per Google Maps; or Los Angeles County

RECYCLED CONTENT
There is no recycled content associated with this contract.

SB/DVBE PARTICIPATION
There is no Small Business (SB) or Disabled Veteran Business Enterprise (DVBE) participation for this contract.

ATTACHMENTS
Attachment A Contract Pricing *Supplement 1*
Attachment B-2 Specification 2320-BS-0194616-2

CONTRACT #: PRC003631 CONTRACT NAME: SEWER CLEANING, HYDRO-EXCAVATION, INDUSTRIAL

VACUUM EQUIPMENT PURCHASES - MME
AGREEMENT TERM: 7/1/25-11/29/26 AUTHORIZED RENEWALS: Upon request of Sourcewell PROJECT:

NOT-TO-EXCEED AMOUNT: $ , 00,000.00
SOLICITATION: Sourcewell RFP#101221
LBE (Y/N): Y
DEPARTMENT/DIVISION: Public Works/Fleet Management CITY OF SACRAMENTO

COOPERATIVE/PIGGYBACKING AGREEMENT
Cooperative/Piggyback Agreement Approved by CAO 6-10-2025 The City of Sacramento ("City") and MUNICIPAL MAINTENANCE EQUIPMENT aka MME ("Contractor"), hereby agree to this Cooperative/Piggybacking effective as of 7/1/25.

WHEREAS, the City wishes to purchase SEWER CLEANING, HYDRO-ESCAVATION, INDUSTRIAL VACCUM EQUIPMENT, pursuant to the terms of this Agreement and Contract No. 101221-VAC, dated 11/24/21
SOURCEWELL . NOW THEREFORE, Contractor and the City agree as follows:

The City agrees to purchase, pursuant to the terms of this Agreement and the Cooperative Contract, SEWER CLEANING, HYDRO-EXCAVATION, INDUSTRIAL VACUUM EQUIPMENT PURCHASES. In no way shall payment from City to Contractor under this Agreement exceed $ , 00,000.00.

The City shall have all the same pricing, terms, conditions, rights, and obligations as the Cooperative Purchasing Organization under the Cooperative Contract.

If the Cooperative Purchasing Organization renews or extends the Cooperative Contract by written amendment, then this Agreement will automatically extend, not to go beyond a total term of five years.

CONTRACT #: PRC003631 CONTRACT NAME: SEWER CLEANING, HYDRO-EXCAVATION, INDUSTRIAL

VACUUM EQUIPMENT PURCHASES - MME
AGREEMENT TERM: 7/1/25-11/29/26 AUTHORIZED RENEWALS: Upon request of Sourcewell PROJECT:

NOT-TO-EXCEED AMOUNT: $ , 00,000.00
SOLICITATION: Sourcewell RFP#101221
LBE (Y/N): Y
DEPARTMENT/DIVISION: Public Works/Fleet Management CITY OF SACRAMENTO

COOPERATIVE/PIGGYBACKING AGREEMENT
Cooperative/Piggyback Agreement Approved by CAO 6-10-2025

6. Insurance Requirements. [To be completed by the City representative]. this Agreement or
any extension thereof, satisfy the following insurance requirements which shall apply to Contractor s performance under this Agreement. [Check one]:
[_X_] the insurance limits and obligations contained in the Cooperative Contract. The City shall have all the same rights as the Cooperative Purchasing Organization under the Cooperative Contract. [___] the insurance requirements contained in Exhibit , notwithstanding any contrary insurance requirements contained in the Cooperative Contract.

In addition to whichever box above in this Section 6 is checked, Contractor shall provide the City with certificates of insurance evidencing the insurance required upon request.

7. Notwithstanding any contrary term(s) in the Cooperative Contract, this Agreement 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 this Agreement 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 CONTRACT #: PRC003631 CONTRACT NAME: SEWER CLEANING, HYDRO-EXCAVATION, INDUSTRIAL

VACUUM EQUIPMENT PURCHASES - MME
AGREEMENT TERM: 7/1/25-11/29/26 AUTHORIZED RENEWALS: Upon request of Sourcewell PROJECT:

NOT-TO-EXCEED AMOUNT: $ , 00,000.00
SOLICITATION: Sourcewell RFP#101221
LBE (Y/N): Y
DEPARTMENT/DIVISION: Public Works/Fleet Management CITY OF SACRAMENTO

CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Vac-Con, Inc., 969 Hall Park Road, Green Cove Springs, FL 32043 (Supplier).

Sourcewell issued a public solicitation for Sewer Vacuum, Hydro-Excavation, and Municipal Pumping Equipment with Related Accessories and Supplies from which Supplier was awarded a contract.

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 November 29, 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 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. 101221-VAC
Rev. 3/2021 2
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.

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.

3. PRICING
All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Suppliers Proposal.

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 101221-VAC
Rev. 3/2021 3
returned within a reasonable time at no cost to Sourcewell or its Participating Entities.

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.

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.

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; 101221-VAC
Rev. 3/2021 4
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.

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 101221-VAC
Rev. 3/2021 5
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.

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.

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:

101221-VAC
Rev. 3/2021 6
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.

The Report must contain the following fields:

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 101221-VAC
Rev. 3/2021 7
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.

9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.

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.

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.
101221-VAC
Rev. 3/2021 8
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.

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, 101221-VAC
Rev. 3/2021 9
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.

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.

D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services.
101221-VAC
Rev. 3/2021 10

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:

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. 101221-VAC
Rev. 3/2021 11
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.

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

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 101221-VAC
Rev. 3/2021 12
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.

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.

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. 101221-VAC
Rev. 3/2021 14

21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

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-

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 nonfederal 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. 101221-VAC
Rev. 3/2021 15
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).

Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above.

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 101221-VAC
Rev. 3/2021 17
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.

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. 101221-VAC
Rev. 3/2021 18
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.

Sourcewell Vac-Con, Inc.

By: __________________________ By: __________________________ Jeremy Schwartz M.J. DuBois, President, DuCo, LLC
Title: Chief Procurement Officer Title: Authorized Contract Administrator Date: ________________________ Date: ________________________ Approved:

By: __________________________
Chad Coauette
Title: Executive Director/CEO
Date: ________________________
Bid Number: RFP 101221 Vendor Name: DuCo, LLC
Bid Number: RFP 101221 Vendor Name: DuCo, LLC
Bid Number: RFP 101221 Vendor Name: DuCo, LLC
Bid Number: RFP 101221 Vendor Name: DuCo, LLC
Bid Number: RFP 101221 Vendor Name: DuCo, LLC
Bid Number: RFP 101221 Vendor Name: DuCo, LLC
Bid Number: RFP 101221 Vendor Name: DuCo, LLC
Bid Number: RFP 101221 Vendor Name: DuCo, LLC
Bid Number: RFP 101221 Vendor Name: DuCo, LLC
Bid Number: RFP 101221 Vendor Name: DuCo, LLC
Bid Number: RFP 101221 Vendor Name: DuCo, LLC
Bid Number: RFP 101221 Vendor Name: DuCo, LLC
Bid Number: RFP 101221 Vendor Name: DuCo, LLC
Bid Number: RFP 101221 Vendor Name: DuCo, LLC
Bid Number: RFP 101221 Vendor Name: DuCo, LLC
Bid Number: RFP 101221 Vendor Name: DuCo, LLC
Bid Number: RFP 101221 Vendor Name: DuCo, LLC
Bid Number: RFP 101221 Vendor Name: DuCo, LLC
Rev. 7/2022 1

CONTRACT EXTENSION
Contract Number:

Sourcewell and
202 12th Street Northeast
P.O. Box 219
Staples, MN 56479
(Sourcewell) (Vendor)
have entered into Contract Number: 110719-
for the procurement of:

The Contract has an expiration date of Decemb r, but the parties may extend the Contract by mutual consent.

Up to 10% discount off list price, depending upon unit and/or accessory In addition to the discount off MSRP, Sourcewell participating entities can also qualify for a volume discount of 3% off of the base unit discounted price for a single purchase order for four or more units

CONTRACT #: PRC003694 CONTRACT NAME: AUTOCAR CLASS 7-8 CHASSIS AND RELATED

EQUIPMENT
AGREEMENT TERM: 7/1/25-7/9/28 AUTHORIZED RENEWALS: Up to three additional one year terms per Sourcewell
PROJECT:

NOT-TO-EXCEED AMOUNT: $ , 00,000.00
SOLICITATION: SOURCEWELL RFP #032824
LBE (Y/N): N
DEPARTMENT/DIVISION: PUBLIC WORKS/FLEET MANAGEMENT CITY OF SACRAMENTO

COOPERATIVE/PIGGYBACKING AGREEMENT
Cooperative/Piggyback Agreement Approved by CAO 6-10-2025 The City of Sacramento ("City") and DOBBS HEAVY DUTY HOLDINGS, LLC dba WESTERN TRUCK CENTER ("Contractor"), hereby agree to this Cooperative/Piggybacking Purchase Agreement as of 7/1/25.

WHEREAS, the City wishes to purchase AUTOCAR CLASS 7-8 CHASSIS WITH RELATED EQUIPMENT, pursuant to the terms of this Agreement and Contract No. 032824-ATC, dated 11/11/24 SOURCEWELL . NOW THEREFORE, Contractor and the City agree as follows:

The City agrees to purchase, pursuant to the terms of this Agreement and the Cooperative Contract, AUTOCAR CLASS 7-8 CHASSIS WITH RELATED EQUIPMENT. In no way shall payment from City to Contractor under this Agreement exceed $ , 00,000.00.

The City shall have all the same pricing, terms, conditions, rights, and obligations as the Cooperative Purchasing Organization under the Cooperative Contract.

Term. [To be completed by the City representative] [Check one]:
[___] The term of this Agreement shall run through .
[_X_] The term of this Agreement shall run concurrent with the term of the Cooperative Contract. If the Cooperative Purchasing Organization renews or extends the Cooperative Contract by written amendment, then this Agreement will automatically extend, not to go beyond a total term of five years.

In addition to whichever box above in this Section 4 is checked, (i) the City may terminate this Agreement upon notice to Contractor, and (ii) at any time prior to expiration of this Agreement, the City has the option to extend the term of this Agreement through the term of the Cooperative CONTRACT #: PRC003694 CONTRACT NAME: AUTOCAR CLASS 7-8 CHASSIS AND RELATED

EQUIPMENT
AGREEMENT TERM: 7/1/25-7/9/28 AUTHORIZED RENEWALS: Up to three additional one year terms per Sourcewell
PROJECT:

NOT-TO-EXCEED AMOUNT: $ , 00,000.00
SOLICITATION: SOURCEWELL RFP #032824
LBE (Y/N): N
DEPARTMENT/DIVISION: PUBLIC WORKS/FLEET MANAGEMENT CITY OF SACRAMENTO

COOPERATIVE/PIGGYBACKING AGREEMENT
Cooperative/Piggyback Agreement Approved by CAO 6-10-2025 Contract, inclusive of any renewals and extensions to the Cooperative Contract.

6. Insurance Requirements. [To be completed by the City representative]. this Agreement or
any extension thereof, satisfy the following insurance requirements which shall apply to Contractor s performance under this Agreement. [Check one]:
[_X_] the insurance limits and obligations contained in the Cooperative Contract. The City shall have all the same rights as the Cooperative Purchasing Organization under the Cooperative Contract. [___] the insurance requirements contained in Exhibit , notwithstanding any contrary insurance requirements contained in the Cooperative Contract.

In addition to whichever box above in this Section 6 is checked, Contractor shall provide the City with certificates of insurance evidencing the insurance required upon request.

EQUIPMENT
AGREEMENT TERM: 7/1/25-7/9/28 AUTHORIZED RENEWALS: Up to three additional one year terms per Sourcewell
PROJECT:

NOT-TO-EXCEED AMOUNT: $ , 00,000.00
SOLICITATION: SOURCEWELL RFP #032824
LBE (Y/N): N
DEPARTMENT/DIVISION: PUBLIC WORKS/FLEET MANAGEMENT CITY OF SACRAMENTO

COOPERATIVE/PIGGYBACKING AGREEMENT
Cooperative/Piggyback Agreement Approved by CAO 6-10-2025 arising out of this Agreement 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.

CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Autocar Truck, LLC/Autocar Industries LLC, 4680 Pinson Valley Parkway, Birmingham, AL 35215 (Supplier).

Sourcewell issued a public solicitation for Class 4-8 Chassis and Cabs with Related Equipment, Accessories, and Services from which Supplier was awarded a contract.

1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

2. EQUIPMENT, PRODUCTS, OR SERVICES
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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.

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.

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.

3. PRICING
All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Suppliers Proposal.

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. 032824-ATC
Rev. 3/2022 3
A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected, if the damage cannot be reasonably repaired by the Supplier or its dealer. If the damage is not readily apparent at the time of delivery, or if the damage cannot be reasonably repaired by the Supplier or its dealer, 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 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 then have a cure period of 45 calendar days to remedy the cause of nonconformity and resubmit the nonconforming Equipment or Products to Participating Entity for further inspection. Supplier shall keep Participating Entity informed on projected time frames for the full remedy if it will be longer than the 45 calendar days. If at the end of such further inspection the Equipment or Products still do not conform to the required standards, Participating Entity may conditionally accept the Equipment or Products by noting such items of nonconformity in writing to Supplier and negotiate for a reduction in the purchase price consistent with the degree of noted nonconformity. In the event of such cure period, Participating Entity shall cooperate in providing reasonable access to the Vehicles, data and technical assistance (if available) as required to develop and schedule repairs and related testing of modifications or repairs, if necessary, to assist Supplier in its correction of the defects or deficiencies in the Equipment or Products. Supplier will schedule repairs to minimize disruption, loss and inconvenience to Participating Entity, or if required, Supplier shall, at its expense, arrange for delivery of the Equipment or Products to Supplier's plant or authorized service center for repair or modification.

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.

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.
032824-ATC
Rev. 3/2022 4
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 up until the Equipment or Products are placed into Suppliers production schedule. After the Equipment or Products are placed into Suppliers production schedule, the Participating Entity cannot change, reduce, suspend, or, subject to Section 6.D., cancel delivery of the Equipment or Products without Suppliers written consent. All timely 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; 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.

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. 032824-ATC
Rev. 3/2022 5
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.

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.

Suppliers acceptable forms of payment are included in its attached Proposal, or maybe finalized by the Supplier, Suppliers authorized dealer, and Participating Entity upon finalization of the purchase. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.

C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as ecommerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone 032824-ATC
Rev. 3/2022 6
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.

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.

The Report must contain the following fields:

Participating Entity Name (e.g., City of Staples Highway Department); Participating Entity Physical Street Address;
032824-ATC
Rev. 3/2022 7
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.

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.

9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.

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.

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 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.

4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other 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.
032824-ATC
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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.

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

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:

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

1. Nonperformance of contractual requirements, or

2. A material breach of any term or condition of this Contract.

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

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

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 032824-ATC
Rev. 3/2022 12
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.

3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.

Minimum Limits:
$1,000,000 each accident, combined single limit

4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employers Liability, Commercial General Liability, and Commercial Automobile.

Minimum Limits:
$2,000,000

Minimum Limits:
$2,000,000 per claim or event
$2,000,000 annual aggregate

Minimum limits:
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Rev. 3/2022 13
$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.

19. COMPLIANCE
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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.

21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

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 032824-ATC
Rev. 3/2022 15
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 nonfederal 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.

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. 032824-ATC
Rev. 3/2022 16
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.

Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above.

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).
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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.

M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier cannot 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 a 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. 032824-ATC
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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.

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.

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.

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Sourcewell Autocar Truck, LLC/Autocar Industries LLC
By: __________________________ By: __________________________ Jeremy Schwartz Hilton Diamond
Title: Chief Procurement Officer Title: CFO
Date: ________________________ Date: ________________________ Bid Number: RFP 032824 Vendor Name: Autocar Truck, LLC
Bid Number: RFP 032824 Vendor Name: Autocar Truck, LLC
Bid Number: RFP 032824 Vendor Name: Autocar Truck, LLC
Bid Number: RFP 032824 Vendor Name: Autocar Truck, LLC
Bid Number: RFP 032824 Vendor Name: Autocar Truck, LLC
Bid Number: RFP 032824 Vendor Name: Autocar Truck, LLC
Bid Number: RFP 032824 Vendor Name: Autocar Truck, LLC
Bid Number: RFP 032824 Vendor Name: Autocar Truck, LLC
Bid Number: RFP 032824 Vendor Name: Autocar Truck, LLC
Bid Number: RFP 032824 Vendor Name: Autocar Truck, LLC
Bid Number: RFP 032824 Vendor Name: Autocar Truck, LLC
Bid Number: RFP 032824 Vendor Name: Autocar Truck, LLC
Autocar #032824-ATC
Pricing for contract #032824-ATC offers Sourcewell participating agencies the following discounts:
20% off list pricing.

There are times when Autocar can realize savings based on volume orders in which case the savings would be in addition to the standard discount offered to members. Autocar would pass on any manufacturer's rebate programs that would come up during the course of the contract to the member. Any cost reductions from such programs will be passed on to the member.

PROJECT:

NOT-TO-EXCEED AMOUNT: $ 0,000.00
SOLICITATION: SOURCEWELL RFP#080521
LBE (Y/N): N
CONTRACT #: PRC CONTRACT NAME: PB LOADER-ROAD MAINT EQUIPMENT AGREEMENT TERM: 7/1/25-10/11/25
AUTHORIZED RENEWALS: One additional year per Sourcewell DEPARTMENT/DIVISION: PUBLIC WORKS/FLEET MANAGEMENT

CITY OF SACRAMENTO

COOPERATIVE/PIGGYBACKING AGREEMENT
Cooperative/Piggyback Agreement Approved by CAO 6-10-2025 The City of Sacramento ("City") and PB LOADER CORPORATION ("Contractor"), hereby agree to this Cooperative/Piggybacking as of 7/1/25.

WHEREAS, the City wishes to purchase ROADWAY MAINTENANCE EQUIPMENT, pursuant to the terms of this Agreement and Contract No. 080521-PBL, dated 10/5/21 which is incorporated herein by this reference), with SOURCEWELL . NOW THEREFORE, Contractor and the City agree as follows:

The City agrees to purchase, pursuant to the terms of this Agreement and the Cooperative Contract, ROADWAY MAINTENANCE EQUIPMENT. In no way shall payment from City to Contractor under this Agreement exceed $ 00,000.00.

Scope of work. [To be completed by the City representative] [Check one]:
[___ . The goods and/or services shall be delivered to the City no later than . The terms of this Agreement and the Cooperative Contract shall control over any contrary terms included in Exhibit A; and/or [_X_] , including the date(s) of delivery,
shall be as set forth in purchase order(s) issued by the City. The terms of this Agreement and the Cooperative Contract shall control over any contrary terms included in a purchase order.

The City shall have all the same pricing, terms, conditions, rights, and obligations as the Cooperative Purchasing Organization under the Cooperative Contract.

Notwithstanding any contrary term(s) in the Cooperative Contract, including any limitation of PROJECT:

NOT-TO-EXCEED AMOUNT: $ 00,000.00
SOLICITATION: SOURCEWELL RFP#080521
LBE (Y/N): N
CONTRACT #: PRC CONTRACT NAME: PB LOADER-ROAD MAINT EQUIPMENT AGREEMENT TERM: 7/1/25-10/11/25
AUTHORIZED RENEWALS: One additional year per Sourcewell DEPARTMENT/DIVISION: PUBLIC WORKS/FLEET MANAGEMENT

CITY OF SACRAMENTO

6. Insurance Requirements. [To be completed by the City representative]. this Agreement or
any extension thereof, satisfy the following insurance requirements which shall apply to Contractor s performance under this Agreement. [Check one]:
[_X_] the insurance limits and obligations contained in the Cooperative Contract. The City shall have all the same rights as the Cooperative Purchasing Organization under the Cooperative Contract. [___] the insurance requirements contained in Exhibit , notwithstanding any contrary insurance requirements contained in the Cooperative Contract.

In addition to whichever box above in this Section 6 is checked, Contractor shall provide the City with certificates of insurance evidencing the insurance required upon request.

PROJECT:

CITY OF SACRAMENTO

COOPERATIVE/PIGGYBACKING AGREEMENT
Cooperative/Piggyback Agreement Approved by CAO 6-10-2025

CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and PB Loader Corporation, 5778 W. Barstow Ave., Fresno, CA 93722 (Supplier).

Sourcewell issued a public solicitation for Roadway Maintenance Equipment from which Supplier was awarded a contract.

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-PBL
Rev. 3/2021 2
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.

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.

3. PRICING
All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Suppliers Proposal.

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-PBL
Rev. 3/2021 3
returned within a reasonable time at no cost to Sourcewell or its Participating Entities.

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.

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.

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-PBL
Rev. 3/2021 4
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.

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-PBL
Rev. 3/2021 5
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.

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.

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.

080521-PBL
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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.

The Report must contain the following fields:

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-PBL
Rev. 3/2021 7
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.

9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.

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.

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-PBL
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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.

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-PBL
Rev. 3/2021 9
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.

D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services.
080521-PBL
Rev. 3/2021 10

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:

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-PBL
Rev. 3/2021 11
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.

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

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-PBL
Rev. 3/2021 12
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

21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

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-

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 nonfederal 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-PBL
Rev. 3/2021 15
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).

Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above.

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-PBL
Rev. 3/2021 17
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.

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-PBL
Rev. 3/2021 18
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.

Sourcewell PB Loader Corporation
By: __________________________ By: __________________________ Jeremy Schwartz Jason Thompson
Title: Chief Procurement Officer Title: President
Date: ________________________ Date: ________________________ Approved:

By: __________________________
Chad Coauette
Title: Executive Director/CEO
Date: ________________________
Bid Number: RFP 080521 Vendor Name: PB Loader Corporation Bid Number: RFP 080521 Vendor Name: PB Loader Corporation Bid Number: RFP 080521 Vendor Name: PB Loader Corporation Bid Number: RFP 080521 Vendor Name: PB Loader Corporation Bid Number: RFP 080521 Vendor Name: PB Loader Corporation Bid Number: RFP 080521 Vendor Name: PB Loader Corporation Bid Number: RFP 080521 Vendor Name: PB Loader Corporation Bid Number: RFP 080521 Vendor Name: PB Loader Corporation Bid Number: RFP 080521 Vendor Name: PB Loader Corporation Bid Number: RFP 080521 Vendor Name: PB Loader Corporation Bid Number: RFP 080521 Vendor Name: PB Loader Corporation Bid Number: RFP 080521 Vendor Name: PB Loader Corporation Bid Number: RFP 080521 Vendor Name: PB Loader Corporation Bid Number: RFP 080521 Vendor Name: PB Loader Corporation Bid Number: RFP 080521 Vendor Name: PB Loader Corporation Bid Number: RFP 080521 Vendor Name: PB Loader Corporation Bid Number: RFP 080521 Vendor Name: PB Loader Corporation PB Loader #080521-PBL
Pricing for contract #080521-PBL offers Sourcewell participating agencies the following discounts:
10% discount off current MSRP on all products except chassis 5% discount off current MSRP on chassis
An additional 3% quantity discount is available for orders of six (6) or more units, excluding chassis

CONTRACT #: PRC003625 CONTRACT NAME: COMMERCIAL TRUCK SALES, PARTS AND SERVICE AGREEMENT TERM: 07/01/2025-07/09/2028 AUTHORIZED RENEWALS: Three additional one-year terms per Sourcewell PROJECT:

NOT-TO-EXCEED AMOUNT: $ , 00,000.00
SOLICITATION: SOURCEWELL RFP #032824
LBE (Y/N): N
DEPARTMENT/DIVISION: PUBLIC WORKS/FLEET MANAGEMENT CITY OF SACRAMENTO

COOPERATIVE/PIGGYBACKING AGREEMENT
Cooperative/Piggyback Agreement Approved by CAO 6-10-2025 The City of Sacramento ("City") and RUSH TRUCK CENTERS OF TEXAS ("Contractor"), hereby agree to this Cooperative/Piggybacking as of 07/01/2025.

WHEREAS, the City wishes to purchase COMMERCIAL TRUCKS, PARTS, AND SERVICES, pursuant to the terms of this Agreement and Contract No. 032824-RTG, dated 7/16/2024 SOURCEWELL . NOW THEREFORE, Contractor and the City agree as follows:

The City agrees to purchase, pursuant to the terms of this Agreement and the Cooperative Contract, COMMERCIAL TRUCKS, PARTS, AND SERVICES. In no way shall payment from City to Contractor under this Agreement exceed $ , 00,000.00.

Scope of work. [To be completed by the City representative] [Check one]:
[___ . The goods and/or services shall be delivered to the City no later than . The terms of this Agreement and the Cooperative Contract shall control over any contrary terms included in Exhibit A; and/or [_X_] , including the date(s) of delivery,
shall be as set forth in purchase order(s) issued by the City. The terms of this Agreement and the Cooperative Contract shall control over any contrary terms included in a purchase order.

The City shall have all the same pricing, terms, conditions, rights, and obligations as the Cooperative Purchasing Organization under the Cooperative Contract.

Notwithstanding any contrary term(s) in the Cooperative Contract, including any limitation of CONTRACT #: PRC003625 CONTRACT NAME: COMMERCIAL TRUCK SALES, PARTS AND SERVICE AGREEMENT TERM: 07/01/2025-07/09/2028 AUTHORIZED RENEWALS: Three additional one-year terms per Sourcewell PROJECT:

NOT-TO-EXCEED AMOUNT: $ , 00,000.00
SOLICITATION: SOURCEWELL RFP #032824
LBE (Y/N): N
DEPARTMENT/DIVISION: PUBLIC WORKS/FLEET MANAGEMENT CITY OF SACRAMENTO

6. Insurance Requirements. [To be completed by the City representative]. this Agreement or
any extension thereof, satisfy the following insurance requirements which shall apply to Contractor s performance under this Agreement. [Check one]:
[_X_] the insurance limits and obligations contained in the Cooperative Contract. The City shall have all the same rights as the Cooperative Purchasing Organization under the Cooperative Contract. [___] the insurance requirements contained in Exhibit , notwithstanding any contrary insurance requirements contained in the Cooperative Contract.

In addition to whichever box above in this Section 6 is checked, Contractor shall provide the City with certificates of insurance evidencing the insurance required upon request.

CONTRACT #: PRC003625 CONTRACT NAME: COMMERCIAL TRUCK SALES, PARTS AND SERVICE AGREEMENT TERM: 07/01/2025-07/09/2028 AUTHORIZED RENEWALS: Three additional one-year terms per Sourcewell PROJECT:

NOT-TO-EXCEED AMOUNT: $ , 00,000.00
SOLICITATION: SOURCEWELL RFP #032824
LBE (Y/N): N
DEPARTMENT/DIVISION: PUBLIC WORKS/FLEET MANAGEMENT CITY OF SACRAMENTO

COOPERATIVE/PIGGYBACKING AGREEMENT
Cooperative/Piggyback Agreement Approved by CAO 6-10-2025

CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Rush Truck Centers of Texas, L.P., 555 IH-35 South Ste. 500, New Braunfels, TX 78130 (Supplier).

Sourcewell issued a public solicitation for Class 4-8 Chassis and Cabs with Related Equipment, Accessories, and 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 located in the United States 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.

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.

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, subject to the Notice of Security Interest attached hereto as Exhibit A for Participating Entities with deferred payment terms. Any warranties on any Equipment and Products sold by Rush are limited only to any printed warranty provided by the applicable manufacturer of the Equipment or Product. Supplier agrees to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Supplier warrants that all services performed by Supplier for a Participating Entity, including repair, maintenance, and installation services (Services), will be performed in a good and workmanlike manner in accordance with industry standards (Services Warranty).

The Services Warranty is valid for a period of ninety (90) days from the date the Service is completed.

C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Equipment, Products and Services will be offered for sale to Participating Entities through Supplier and its affiliates as stated in Suppliers Proposal. 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 032824-RTG
Rev. 3/2022 3
Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entitys requested delivery location.

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.

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.

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.

At a minimum, the request must:

A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Contract and will be incorporated by reference.

The benefits of this Contract should be available to all Participating Entities located in the United States 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.
032824-RTG
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B. PUBLIC FACILITIES. Suppliers employees may be required to perform work at governmentowned 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 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.

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:
032824-RTG
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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.

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.

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;
032824-RTG
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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.

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.

9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.

10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Contract are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the 032824-RTG
Rev. 3/2022 8
end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.

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.

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, brought or alleged by unaffiliated third parties arising out of any negligent 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 the negligent act or omission of Supplier relating to the Equipment, Products, or Services provided by Supplier under this Contract. 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 032824-RTG
Rev. 3/2022 9
under this Contract and as it applies to all data created, collected, received, maintained, or disseminated by the Supplier under this Contract.

13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY

1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing 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.

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. 032824-RTG
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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.

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:

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 032824-RTG
Rev. 3/2022 11
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.

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

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

Minimum Limits:
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$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for products liability-completed operations $2,000,000 general aggregate

3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.

Minimum Limits:
$1,000,000 each accident, combined single limit

4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employers Liability, Commercial General Liability, and Commercial Automobile.

Minimum Limits:
$2,000,000
Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.

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 primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. 032824-RTG
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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.

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 032824-RTG
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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-

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 nonfederal 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.

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). 032824-RTG
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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.

Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above.

F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), Debarment and Suspension. SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.
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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).

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 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 032824-RTG
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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 cannot use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval.

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.

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.
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Sourcewell Rush Truck Centers of Texas, L.P.

By: __________________________ By: __________________________ Jeremy Schwartz Michael Lyons
Title: Chief Procurement Officer Title: Associate General Counsel Date: ________________________ Date: ________________________ 032824-RTG
Rev. 3/2022 19
Exhibit A
Notice of Security Interest
Bid Number: RFP 032824 Vendor Name: Rush Enterprises
Bid Number: RFP 032824 Vendor Name: Rush Enterprises
Bid Number: RFP 032824 Vendor Name: Rush Enterprises
Bid Number: RFP 032824 Vendor Name: Rush Enterprises
Bid Number: RFP 032824 Vendor Name: Rush Enterprises
Bid Number: RFP 032824 Vendor Name: Rush Enterprises
Bid Number: RFP 032824 Vendor Name: Rush Enterprises
Bid Number: RFP 032824 Vendor Name: Rush Enterprises
Table 16: Category 2 - Depth and Breadth of Offered Equipment Products and Services Indicate below if the listed types or classes of equipment, products, and services are offered within your proposal. Provide additional comments in the text box provided, as necessary.

Proposers seeking an award in Category 2, as defined herein, must include at least one solution offered within the scope of Category 2 for electric propulsion systems only. See RFP Section II. B. 1 for details.

We will not be submitting for Table 16: Category 2 - Depth and Breadth of Offered Equipment Products and Services Line Item Category or Type Offered * Comments
80 Battery Electric Vehicle (BEV) Class 4 Chassis Yes No Rush Truck Centers is not offering an OEM that has a BEV vehicle for the class 4 space. 81 Battery Electric Vehicle (BEV) Class 5 Chassis Yes No Isuzu is looking to offer a BEV class 5 unit towards the end of 2024/beginning of 2025. Although pricing isn t currently available, once made available to Rush Truck Centers, we intend to work with Sourcwell to have this model added to the contract. 82 Battery Electric Vehicle (BEV) Class 6 Chassis Yes No Rush Truck Centers is not offering an OEM that has a BEV vehicle for the class 6 space on. 83 Battery Electric Vehicle (BEV) Class 7 Chassis Yes No Rush Truck Centers is not offering an OEM that has a BEV vehicle for the class 7 space. 84 Battery Electric Vehicle (BEV) Class 8 Chassis Yes No Rush Truck Centers is not offering an OEM that has a BEV vehicle for the class 8 space. 85 Related equipment, accessories, parts, upfitting, services, used chassis and Class 3 chassis Yes No Rush Truck Centers is offering the Ford E-Transit line which we are offering on this proposal.

Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text.

Documents
Ensure your submission document(s) conforms to the following: 1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided.

2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell.

3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell.

4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan." Pricing - MSRP Pricing.zip - Thursday March 28, 2024 13:53:27 Financial Strength and Stability - 2023 10-K Final.pdf - Tuesday March 26, 2024 10:49:33 Marketing Plan/Samples (optional)
WMBE/MBE/SBE or Related Certificates (optional)
Warranty Information - Exhibit C - Rush Limited Warranty.pdf - Thursday March 28, 2024 12:41:37 Standard Transaction Document Samples - Sourcewell Docs Example.pdf - Thursday March 28, 2024 14:24:57 Requested Exceptions - RFP_033824_Class_4-8_Chassis_&_Cabs_Contract_Template_Rush revisions.docx - Tuesday March 26, 2024 11:39:46 Upload Additional Document - Additional Documents.zip - Thursday March 28, 2024 12:40:50 Bid Number: RFP 032824 Vendor Name: Rush Enterprises
Bid Number: RFP 032824 Vendor Name: Rush Enterprises
Bid Number: RFP 032824 Vendor Name: Rush Enterprises
Rush Trucks #032824-RTG
Pricing for contract #032824-RTG offers Sourcewell participating agencies the following discounts:

Ford Motor Company: 1.5% - 7% discount off MSRP
Hino: 10% - 15% discount off MSRP
Isuzu: 10% - 15% discount off MSRP
In addition, a volume discount may be considered when purchasing 10 or more units

PROJECT:

NOT-TO-EXCEED AMOUNT: $ , 00,000.00
SOLICITATION: RFP #032824
LBE (Y/N): N
CONTRACT #: CONTRACT NAME: CLASS 6, 7, AND 8 PURCHAES
AGREEMENT TERM: 07/01/2025-07/09/2028
AUTHORIZED RENEWALS: Three additional one year terms per Sourcewell DEPARTMENT/DIVISION: PUBLIC WORKS/FLEET MANAGEMENT

CITY OF SACRAMENTO

COOPERATIVE/PIGGYBACKING AGREEMENT
Cooperative/Piggyback Agreement Approved by CAO 6-10-2025 The City of Sacramento ("City") and DOBB S HEAVY DUTY HOLDINGS, LLC dba DOBBS PETERBILT ("Contractor"), hereby agree to this Cooperative/Piggybacking effective as of 07/01/2025.

WHEREAS, the City wishes to purchase CLASS 6, 7, AND 9 PURCHASES, pursuant to the terms of this Agreement and Contract No. 032824-PMC, dated 07/05/2024 incorporated herein by this reference), with SOURCEWELL . NOW THEREFORE, Contractor and the City agree as follows:

The City agrees to purchase, pursuant to the terms of this Agreement and the Cooperative Contract, INSERT DETAILS ABOUT SUPPLIES OR SERVICES. In no way shall payment from City to Contractor under this Agreement exceed NOT TO EXCEED AMOUNT . Scope of work. [To be completed by the City representative] [Check one]:
[___ . The goods and/or services shall be delivered to the City no later than . The terms of this Agreement and the Cooperative Contract shall control over any contrary terms included in Exhibit A; and/or [_X_] , including the date(s) of delivery,
shall be as set forth in purchase order(s) issued by the City. The terms of this Agreement and the Cooperative Contract shall control over any contrary terms included in a purchase order.

The City shall have all the same pricing, terms, conditions, rights, and obligations as the Cooperative Purchasing Organization under the Cooperative Contract.

Notwithstanding any contrary term(s) in the Cooperative Contract, including any limitation of PROJECT:

CITY OF SACRAMENTO

6. Insurance Requirements. [To be completed by the City representative]. this Agreement or
any extension thereof, satisfy the following insurance requirements which shall apply to Contractor s performance under this Agreement. [Check one]:
[_X_] the insurance limits and obligations contained in the Cooperative Contract. The City shall have all the same rights as the Cooperative Purchasing Organization under the Cooperative Contract. [___] the insurance requirements contained in Exhibit , notwithstanding any contrary insurance requirements contained in the Cooperative Contract.

In addition to whichever box above in this Section 6 is checked, Contractor shall provide the City with certificates of insurance evidencing the insurance required upon request.

PROJECT:

CITY OF SACRAMENTO

COOPERATIVE/PIGGYBACKING AGREEMENT
Cooperative/Piggyback Agreement Approved by CAO 6-10-2025

CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Peterbilt Motors Company, 1700 Woodbrook Street, Denton, TX 76205 (Supplier).

Sourcewell issued a public solicitation for Class 4-8 Chassis and Cabs with Related Equipment, Accessories, and Services from which Supplier was awarded a contract.

1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

2. EQUIPMENT, PRODUCTS, OR SERVICES
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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.