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HomeMy WebLinkAboutbocc.con.002.268/30/2021 CDD Contract Information Contract Number Project Name Contractor Budget Line Item 41652150.575500 Procurement Method: Type: Contract Start Date Contract End Date Contract Type Retainage If this is a new contractor, please enter the New Vendor information into Munis for workflow approval. Contact Information: Department County Representative Matt Bergstresser County Representative Phone (970) 920-5394 Provide a brief description of the Contract or Change Order: Contract Value Summary: $ 1,148,245.00 $ - $ - $ 1,148,245.00 002.26 Pitkin County Procurement Cover Sheet Please complete the Contract Cover Sheet when the contract/task order is complete and fully executed. Return all Contract Cover Sheets and Contracts/Change Orders/Amendments/Task Orders to Procurement No 2026 Landfill Compactor Purchase Wagner Equipment, Inc. $ 1,148,245.00 Additional Budget Line Item(s) (Please fully allocate New Contract Total) $ - $ - $ 1,148,245.00 Outside Agency Goods, Equipment, Supplies 12/31/2025 12/30/2026 New Contract Fleet Contract to purchase 2026 CAT 826 Landfill Compactor for SWC. This contract includes $25,000.00 contingency funding. Original Contract Amount Previous Change Order/Amendment Amount This Change order/Amendment amount Contract Total Rev. 2022.08.04 CDD OUTSIDE AGENCY/COOPERATIVE BID MEMORANDUM TO: File FROM: Matt Bergstresser, Fleet Manager RE: 2026 Landfill Compactor Purchase DATE: December 31, 2025 OUTSIDE AGENCY and/or COOPERATIVE BID At the procurement officer’s discretion, a contract may be awarded for a property, service, or construction item on the terms and to the contractor that has been selected under the State of Colorado's or other governmental jurisdiction’s competitive procurement process. The other jurisdiction’s process must maintain the spirit of the County’s procurement standards in order for the proposal to be accepted by the County (Pitkin County Procurement Code section 3-106.) Contract #: 002.26 Budget: $1,148,245.00 Description of Project: Purchase of One 2026 CAT 826 Landfill Compactor Outside Agency/Cooperative Procurement process used: (Include a copy of the outside agency bid with the Contract file.): Sourcewell Contract #011723-CAT ("Attachment B") Vendor Name: Wagner Equipment _________________________________________________ !#DEPARTMENT REPRESENTATIVE#! Date COUNTY MANAGER: ________________________________________________ !#COUNTY MANAGER#! Date Jan-02-2026 Fleet Manager Matt Bergstresser Deputy County Manager Ryan Mahoney Jan-12-2026 Contract # 002.26 Revision: 2018-10-10 btf Budget Line Item # 41652150.575500 1 PITKIN COUNTY CONTRACT FOR THE PURCHASE OF GOODS THIS CONTRACT, made December 31, 2025 by and between the Board of County Commissioners of Pitkin County, Colorado, 530 E. Main St., Suite #302, Aspen, CO 81611, (hereinafter called the “County”) and Wagner Equipment, Inc., 2322 I-70 Frontage Road, Grand Junction, CO 81505 (hereinafter called the “Vendor”) to perform the following work: 2026 Landfill Compactor Purchase (“Project”). I. Goods Purchased. Vendor shall provide County with the following goods conforming to the stated description and any Technical Specifications attached to this contract: Description Department Coding Cost Specifications CAT 2026 826 Landfill Compactor SWC 41652150.575500 $1,123,245.00 See Attachment A Total Cost: $1,123,245.00 II. Delivery of Goods. Goods, together with all warranties, guarantees, manuals, support information and notice of any extended warranties, shall be delivered by Vendor to the County at the following place and time: Place: 32046 Jack Gredig Lane, Aspen, CO 81611 Date & Time: Vendor shall deliver the equipment on or before December 31, 2026, on the day and at the time mutually agreed upon by the Vendor and the County Representative, Matt Bergstresser, or his designated successor. III. Risk of Loss. At all times prior to delivery and County’s acceptance of the goods, Vendor shall bear any and all risk of loss of or damage to the goods. During such period, Vendor shall insure the goods for loss or damage in amounts and under appropriate terms. Contract # 002.26 Revision: 2018-10-10 btf Budget Line Item # 41652150.575500 2 IV. Time is of the Essence. Vendor acknowledges that time is of the essence for the delivery of goods. V. Liquidated Damages. Vendor hereby agrees to be responsible to County for liquidated damages for failure to deliver goods on time, (for delay and not as Penalty) in the amount of zero dollars and zero cents ($0.00) per calendar day for each day or part of a day that goods are not delivered on the date and time established in accordance with this contract. The parties agree that the stated sum is a reasonable forecast of fair compensation for the anticipated damages for delay and that they genuinely intend to liquidate such damages. Any such damages are to be deducted from purchase price. VI. Acceptance of Goods. Delivery of goods shall be complete only upon acceptance by County. County shall have fifteen (15) days for inspection of goods. At delivery and after inspection and acceptance, Vendor shall tender a Bill of Sale to the goods, together with any and all other documents evidencing such ownership and title to the goods. The goods shall be delivered to County free and clear of any liens, claims or encumbrances, and Vendor shall warrant the same, which warranty shall survive closing of this contract. VII. Rejection of Goods. If goods are not delivered according to the specifications and descriptions of this contract, County may reject goods. Upon Failure of Vendor to deliver goods, County may terminate this contract or declare Vendor to be in default and pursue remedies contained in this contract. VIII. Warranty and Repairs. A. Delivery of Warranty. Upon delivery of the goods, Vendor shall simultaneously tender to County all warranties, guarantees, manuals and other documents specified by the contract documents or in possession of Vendor. B. Terms of Warranty and Repair. The Vendor hereby warrants each item of equipment for the following period of time after the equipment is accepted: Description Warranty CAT 2026 826 Landfill Compactor 12 Months Unlimited Hours, Parts & Labor (Travel Time included for the first 12 months) / 826-60 MO/7500 HR Premier Vendor will, at Vendor’s own expense, without any cost to the County, replace all defective parts and make any repairs to the goods that may be required or made necessary by reason of defective material or workmanship. Where practicable, warranty repairs are to be made in the field; however, in the event of major repairs, the goods may be transported to Vendor’s facility at no cost to the County. C. Extended Warranties. In addition to the above, the County may avail itself of the Vendor’s standard and/or extended warranties. The Vendor shall offer to the County any extended warranties, which may be available from the manufacturer at Contract # 002.26 Revision: 2018-10-10 btf Budget Line Item # 41652150.575500 3 the time of delivery, or any subsequent extended warranties, for which the County may be eligible, which become available thereafter. The County is under no obligation to accept and pay for these extended warranties however. IX. Payment. Full payment shall occur upon acceptance of goods delivered in compliance with this contract. In consideration of delivery and acceptance of the goods to County in accordance with this contract, County shall pay Vendor, and Vendor agrees to accept as its full and only compensation, the stated sum of One Million One Hundred Twenty Three Thousand Two Hundred Forty Five dollars and Zero cents ($1,123.245.00), but any payment by the County may be offset by any amount the Vendor owes the County for any reason. The County elects to include an additional $25,000.00 contingency for a total project cost of $1,148,245.00. This contingency funding is intended to accommodate any unforeseen project-related expenses and shall be billable only as incurred, and only upon prior written approval by the County’s Project Lead. Such approval must be obtained in advance of any additional work or expenditure beyond the original project scope. X. Termination Prior to Expiration of Contract Term. County has the right to terminate this contract, with or without cause, by giving written notice to the Vendor of such termination and specifying the effective date thereof. XI. County’s Remedies Upon Default of Vendor. Whenever Vendor shall default in performance of this contract in accordance with its terms, County shall be entitled to suit for damages, specific performance or other relief in law or equity. XII. Assignability. This contract is not assignable by either party. Any use of subcontractors by the Vendor for performance of this contract must be accepted in writing by the County. XIII. Severability. In the event that any provision of this contract shall be held to be invalid or unenforceable, the remaining provisions of this contract shall remain valid and binding upon the parties hereto. XIV. Integration and Modification. This contract represents the entire and integrated contract between the County and Vendor and supersedes all prior negotiations, representations, or contract, either written or oral. This contract may be amended only by written contract signed by both the County and Vendor. XV. Exemptions. All purchases of construction or building or any other materials for this contract shall not include Federal Excise Taxes or Colorado State or local sales or use taxes. Pitkin County is exempt from such taxes under registration numbers 98- 02624 and 84-78000-5K. Contract # 002.26 Revision: 2018-10-10 btf Budget Line Item # 41652150.575500 4 XVI. Contract Made in Colorado. The parties agree that this contract was made in accordance with the laws of the State of Colorado and shall be so construed. Venue is agreed to be exclusively in the courts of Pitkin County, Colorado. XVII. Attorney’s Fees. In the event that legal action is necessary to enforce any of the provisions of this contract, the substantially prevailing party shall be entitled to its costs and reasonable attorney’s fees. XVIII. Governmental Immunity. Vendor agrees and understands that the County is relying on and does not waive, by any provision of this contract, the monetary limitations or terms (presently $150,000 per person and $600,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as from time to time amended, or otherwise available to the County or any of its officers, agents or employees. Further, nothing in this contract shall be construed or interpreted to require or provide for indemnification of the Vendor by the County for any injury to any person or any property damage whatsoever which is caused by the negligence or other misconduct of the County or its agent or employees. XIX. Current Year Obligations. The parties acknowledge and agree that any payments provided for hereunder or requirements for future appropriations shall constitute only currently budgeted expenditures of Pitkin County as County. Pitkin County’s obligations under this contract are subject to Pitkin County’s annual right to budget and appropriate the sums necessary to provide the services set forth herein. No provisions of the contract shall constitute a mandatory charge or requirement in any ensuing fiscal year beyond the then current fiscal year of Pitkin County. No provision of the contract shall be construed or interpreted as creating a multiple-fiscal year direct or indirect debt or other financial obligation of Pitkin County within the meaning of any constitutional or statutory debt limitation. This contract shall not directly or indirectly obligate Pitkin County to make any payments beyond those appropriated for Pitkin County’s then current fiscal year. No provisions of this contract shall be construed to pledge or create a lien on any class or source of Pitkin County’s moneys, nor shall any provision of this contract restrict the future issuance of Pitkin County’s bonds or any obligations payable from any class or source of Pitkin County’s money. XX. Notice. Any notice required or permitted under this Agreement shall be in writing and shall be provided by electronic delivery to the e-mail addresses set forth below and by one of the following methods 1) hand-delivery or 2) registered or certified mail, postage pre-paid to the mailing addresses set forth below. Each party by notice sent under this paragraph may change the address to which future notices should be sent. Electronic delivery of notices shall be considered delivered upon receipt of confirmation of delivery on the part of the sender. Nothing contained herein shall be Contract # 002.26 Revision: 2018-10-10 btf Budget Line Item # 41652150.575500 5 construed to preclude personal service of any notice in the manner prescribed for personal service of a summons or other legal process. To Pitkin County: Matt Bergstresser 76 Service Center Road Aspen, CO 81611 Email: Matt.Bergstresser@PitkinCounty.com with copies to: Pitkin County Attorney’s Office 530 E. Main St., Suite #301 Aspen, Colorado 81611 Email: Attorney@pitkincounty.com To Contractor: Wagner Equipment, Inc. 2322 I-70 Frontage Road Grand Junction, CO 81505 Phone: (970) 644-7149 Email: shaver_brian@wagnerequipment.com Contract # 002.26 Revision: 2018-10-10 btf Budget Line Item # 41652150.575500 6 IN WITNESS WHEREOF, the parties have executed this Contract as of the date first set out herein above. WAGNER EQUIPMENT, Inc. ________________________________________________ !#VENDOR SIGNATURE#! Date PITKIN COUNTY, COLORADO RECOMMENDED FOR APPROVAL: _________________________________________________ !#DEPARTMENT REPRESENTATIVE#! Date DIRECTOR APPROVAL: ________________________________________________ !#SECTION LEADER#! Date COUNTY MANAGER APPROVAL: ________________________________________________ !#COUNTY MANAGER#! Date Jan-02-2026 Matt Bergstresser Fleet Manager Brian Pettet Jan-02-2026 Public Works Director Territory Sales Representative Brian Shaver Jan-05-2026 Jan-12-2026 Ryan Mahoney Deputy County Manager SALES AGREEMENT DATE QUOTE# Dec 17, 2025 299309 UJ K!4GNER ------------- Aurora, Colorado, Albuquerque, New Mexico, El Paso, Texas PURCHASER PITKIN COUNTY FLEET MGMT STREET ADDRESS 76 SERVICE CENTER RD <SAME> s s 0 CITY/STATE ASPEN, co COUNTY PITKIN CO H L I D POSTAL CODE 81611-2567 PHONE NO. 970 920 5393 p T MATT BERGSTRESSER PHONE NO. 970 309 8322 T 0 EQUIPMENT MATT.BERGSTRESSER@PITKINCO·O-.. --·· CUSTOMER CONTACT: EMAIL PRODUCT SUPPORT MATT BERGSTRESSER PHONE NO. 970 309 8322 INDUSTRY CODE: COUNTY GOVERNMENT (841 ) PRINCIPAL WORK CODE: Ownership 69043 I Invoice 69043 I Sales Tax Exemption# (if applicable) I Customer PO Number I Ship Via Customer# Customer# 98-02624 Aurora PAYMENT TERMS: (All terms and payments are subject to Finance Company -OAC approval T I NET ON DELIVERY I FINANCIAL SERVICES E NET PAYMENT ON RECEIPT OF INVOICE � □□csc 0 LEASE R $0.00 I o.oo I 0. 00 I NOTES: M CASH WITH ORDER BALANCE TO FINANCE CONTRACT INTEREST RATE s I o. oo I 0 I OPTIONAL BUY-OUT PAYMENT PERIOD PAYMENT AMOUNT NUMBER OF PAYMENTS DESCRIPTION OF EQUIPMENT ORDERED/ PURCHASED MAKE: CATERPILLAR MODEL: 826 YEAR: 2026 I NEW � USED 0 STOCK NUMBER: TBD SERIAL NUMBER: TBD SMU: TBA 826 llA LANDFILL COMPACTOR FILM, AM-NORTH ENGINE+ SOUND SUPPRESSION Amber Beacon PRECLEANER, DUAL Auto Grease Installed AXLES, NO-SPIN FRONT + REAR HYDRAULICS LIGHTS, LED PRODUCT LINK, CELLULAR PLE641 STAIRWAY, SWINGOUT STRIKER BARS W/CLEANER FINGERS WHEELS, 48" COMBINATION TIPS BLADE, 177" 16.1 YD3 STRAIGHT FILMS, ANSI HEATER, ENGINE COOLANT, 120V GUARD, REAR FAN+ GRILL PREMIUM CORP RADIO (12V) TRADE-IN EQUIPMENT SELL PRICE $1,087,431.00 MODEL: YEAR: SN.: PAYOUT TO: AMOUNT: PAID BY: SUBTOTAL $1,087,431.00 MODEL: YEAR: SN.: SITECH TECH PRODUCTS $35,814.00 PAYOUT TO: AMOUNT: PAID BY: MODEL: YEAR: SN.: TOTAL $1,123,245.00 PAYOUT TO: AMOUNT: PAID BY: MODEL: YEAR: SN.: PAYOUT TO: AMOUNT: PAID BY: ALL TRADES-INS ARE SUBJECT TO EQUIPMENT BEING IN "AS INSPECTED CONDITION" BY VENDOR AT TIME OF DELIVERY OF REPLACEMENT MACHINE PURCHASE ABOVE. PURCHASER HEREBY SELLS THE TRADE-IN EQUIPMENT DESCRIBED ABOVE TO THE VENDOR AND WARRANTS IT TO BE FREE AND CLEAR OF ALL CLAIMS, LIENS, MORTGAGES AND SECURITY INTEREST EXCEPT AS SHOWN ABOVE. � CATERPILLAR EQUIPMENT WARRANTY & COVERAGE 0 USED EQUIPMENT !INITIAL I !INITIAL I COVERAGE The customer acknowledges that he has received a copy of the Wagner Equipment Co./Caterpillar Warranty and has read and understood All used equipment is sold n..ili , with all faults. EXCEPT FOR THE FOLLOWING LIMITED said warranty. Scheduled oil sampling (S.O.S.) is mandatory with this warranty. The customer is responsible for taking oil samples at WARRANTY SET FORTH HERE, IF ANY, WAGNER MAKES NO WARRANTY OF ANY designated intervals from all power train components and failure to do so may result in voiding the warranty. KIND, EXPRESS OR IMPLIED, IN FACT OR BY LAW, WHETHER OF Warranty applicable induding expiration date where necessary: MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR OTHERWISE. 12 Months Unlimited Hours, Parts and Labor (Travel Time included for the first 12 WAGNER SHALL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. months) Customer acknowledges that it is required to fully examine the used equipment and hereby 826-60 M0/7500 HR PREMIER assumes the risks of any defects which examination ought to reveal. Warranty applicable: 0 ALLIED WARRANTY & COVERAGE !SIGNATURE I Preventative Maintenance: NOTES: THIS AGREEMENT IS SUBJECT TO THE TERMS AND CONDITIONS ON THE REVERSE WAGNER EQUIPMENT CO. PURCHASER ORDER RECEIVED BY Shaver, Brian DATE APPROVED AND ACCEPTED ON REPRESENTATIVE PITKIN COUNTY FLEET MGMT PlJRCHA�ER BY SIGNATURE TITLE 12/23/2025 Fleet ManagerContract # 002.26 Attachment A Attachment A X X Matt Bergstresser, Fleet Manager Attachment A 011723- CAT Rev. 3/2022 1 Caterpillar: Confidential Green Solicitation Number: RFP # 011723 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Caterpillar Inc., 100 NE Adams Street, Peoria, IL 61629 (Supplier). Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Sourcewell issued a public solicitation for Heavy Construction Equipment with Related Attachments and Technology from which Supplier was awarded a contract. Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities). 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below. B. EXPIRATION DATE AND EXTENSION. This Contract expires April 14, 2027, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended one additional year upon the request of Sourcewell and written agreement by Supplier. C. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract. 2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. Attachment B 011723- CAT Rev. 3/2022 2 Caterpillar: Confidential Green Pursuant to Section 10(b), Supplier will subcontract certain obligations under this Contract to its dealers. Only those dealers that sign a Participation Agreement with Supplier obligating them to comply with the terms of this Contract will be eligible to provide Equipment, Products, or Services as a subcontractor under this Contract. In the event there is no dealer who has entered into a Participation Agreement available to provide Equipment, Products, or Services to a Participating Entity, Supplier will be under no obligation to provide Equipment, Products, or Services to such Participating Entity under this Contract. Supplier will provide a copy of this Contract to its dealers that would normally service Participating Entities and invite such dealers to enter into a Participation Agreement as a subcontractor of Supplier under the terms of this Contract. All Equipment and Products provided under this Contract must be new and the current model. Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship. In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that extends beyond the expiration of the Supplier’s warranty will be passed on to the Participating Entity. C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier’s authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier’s responsibility to ensure Sourcewell receives the most current information. 3. PRICING All Equipment, Products, or Services under this Contract will be priced at or below the percentage list discount stated in the supplier’s proposal. Upon request made to a participating CAT dealer, from a Participating Entity identifying themselves as a Sourcewell member by providing their Sourcewell member number and contract number; formal quotes will list all costs, including all delivery expenses, such as freight and permits (when required). Attachment A 011723- CAT Rev. 3/2022 3 Caterpillar: Confidential Green Alternatively, Participating Entities may choose to make their own transportation arrangements. In such case, there would be no delivery charges from the local participating Cat dealer. Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase. A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities. Participating Entities reserve the right to inspect the Equipment and Products at a reasonable 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. Suppliermust arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition. Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products. B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity. C. HOT LIST PRICING. At any time during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities. Attachment A 011723- CAT Rev. 3/2022 4 Caterpillar: Confidential Green 4. PRODUCT AND PRICING CHANGE REQUESTS Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator. At a minimum, the request must: Identify the applicable Sourcewell contract number; Clearly specify the requested change; Provide sufficient detail to justify the requested change; 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 Request Form will become an amendment to this Contract and will be incorporated by reference. 5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities. Supplier may not enter into a contract with a U.S. Federal Government entity prior to obtaining necessary internal approvals and shall not be obligated to provide Equipment, Products or Services to any U.S. Federal Government entity under this Contract unless separately agreed in writing. Caterpillar may work with such parties and may agree to provide equipment or services under the Contract on a case-by-case basis. The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source. Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities Attachment A 011723- CAT Rev. 3/2022 5 Caterpillar: Confidential Green to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract. B. PUBLIC FACILITIES. Supplier’s employees may be required to perform work at government- owned facilities, including schools. Supplier’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws. 6. PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Participating Dealers with payments made to the Participating Dealers. 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. Supplier’s acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier’s Participating Dealer, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum, the terms of which will be negotiated directly between the Participating Entity and Supplier’s Participating Dealer or its authorized dealers, distributors, or resellers, as applicable. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract. C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as e- commerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. Attachment A 011723- CAT Rev. 3/2022 6 Caterpillar: Confidential Green D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events: 1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or 2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements. E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase. 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: Maintenance and management of this Contract; Timely response to all Sourcewell and Participating Entity inquiries; and Business reviews to Sourcewell and Participating Entities, if applicable. 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; Attachment A 011723- CAT Rev. 3/2022 7 Caterpillar: Confidential Green Participating Entity Contact Name; Participating Entity Contact Email Address; Participating Entity Contact Telephone Number; Sourcewell Assigned Entity/Participating Entity Number; Item Purchased Description; Item Purchased Price; Sourcewell Administrative Fee Applied; and Date Purchase was invoiced/sale was recognized as revenue by Supplier. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee. The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter. Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Supplier’s Authorized Representative is the person named in the Supplier’s Proposal. If Supplier’s Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing. Attachment A 011723- CAT Rev. 3/2022 8 Caterpillar: Confidential Green 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. Provided, however, that Supplier is permitted to subcontract certain of its rights and obligations to Supplier Participating Dealers for performance without Sourcewell’s prior written consent. C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties. D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties. E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern. 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 Intentionally omitted. 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 Attachment A 011723- CAT Rev. 3/2022 9 Caterpillar: Confidential Green 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. Intentionally Deleted. B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract. D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services. 14. GOVERNING LAW, JURISDICTION, AND VENUE The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota. 15. FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default. 16. SEVERABILITY If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed. 17. PERFORMANCE, DEFAULT, AND REMEDIES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: Attachment A 011723- CAT Rev. 3/2022 10 Caterpillar: Confidential Green 1.Notification.The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2.Escalation.If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue. 3.Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may: Exercise any remedy provided by law or equity, or Terminate the Contract or any portion thereof, including any orders issued against the Contract. 18. INSURANCE A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following: 1.Workers’ Compensation and Employer’s Liability. Workers’ Compensation: As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease Attachment A 011723- CAT Rev. 3/2022 11 Caterpillar: Confidential Green 2.Commercial General Liability Insurance.Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract. Minimum Limits: $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for products liability-completed operations $2,000,000 general aggregate 3.Commercial Automobile Liability Insurance.During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent. Minimum Limits: $1,000,000 each accident, combined single limit 4.Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer’s Liability, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract. Attachment A 011723- CAT Rev. 3/2022 12 Caterpillar: Confidential Green C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. A Participating Dealer may name a Participating Entity as an additional insured on a case-by-case basis. 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. D. 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’s Participating Dealers 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 Participating Dealer 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. Attachment A 011723- CAT Rev. 3/2022 13 Caterpillar: Confidential Green Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Intentionally omitted. 22. CANCELLATION Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation. Sourcewell Caterpillar Inc. By: __________________________By: __________________________ Jeremy Schwartz Patrick Kearns Title: Chief Procurement Officer Title: Vice President Sales & Marketing, Construction Industries Date: ________________________Date: ________________________ Approved: By: __________________________ Chad Coauette Title: Executive Director/CEO Date: ________________________ Attachment A Bid Number: RFP 011723 Vendor Name: Caterpillar Inc Attachment A Bid Number: RFP 011723 Vendor Name: Caterpillar Inc Attachment A Bid Number: RFP 011723 Vendor Name: Caterpillar Inc Attachment A Bid Number: RFP 011723 Vendor Name: Caterpillar Inc Attachment A Bid Number: RFP 011723 Vendor Name: Caterpillar Inc Attachment A Bid Number: RFP 011723 Vendor Name: Caterpillar Inc Attachment A Bid Number: RFP 011723 Vendor Name: Caterpillar Inc Attachment A Bid Number: RFP 011723 Vendor Name: Caterpillar Inc Attachment A Bid Number: RFP 011723 Vendor Name: Caterpillar Inc Attachment A Bid Number: RFP 011723 Vendor Name: Caterpillar Inc Attachment A Bid Number: RFP 011723 Vendor Name: Caterpillar Inc Attachment A Bid Number: RFP 011723 Vendor Name: Caterpillar Inc Attachment A Bid Number: RFP 011723 Vendor Name: Caterpillar Inc Attachment A Bid Number: RFP 011723 Vendor Name: Caterpillar Inc Attachment A Bid Number: RFP 011723 Vendor Name: Caterpillar Inc Attachment A Bid Number: RFP 011723 Vendor Name: Caterpillar Inc Attachment A Bid Number: RFP 011723 Vendor Name: Caterpillar Inc Attachment A Bid Number: RFP 011723 Vendor Name: Caterpillar Inc Attachment A Bid Number: RFP 011723 Vendor Name: Caterpillar Inc Attachment A Bid Number: RFP 011723 Vendor Name: Caterpillar Inc Attachment A Bid Number: RFP 011723 Vendor Name: Caterpillar Inc Attachment A Bid Number: RFP 011723 Vendor Name: Caterpillar Inc Table 148: Depth and 8readth 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. Line Item Categor\ or T\pe Offered Comments 71 Wheeled, tracked, and backhoe loaders Yes No Manufactured by Caterpillar. Offerings listed in applicable pricing attachment section. 7 Motor Graders Yes No Manufactured by Caterpillar. Offerings listed in applicable pricing attachment section. 73 Wheeled and tracked excavators Yes No Manufactured by Caterpillar. Offerings listed in applicable pricing attachment section. 74 Bulldozers, compactors, scapers, articulated and rigid haulers Yes No Manufactured by Caterpillar. Offerings listed in applicable pricing attachment section. 75 Cranes Yes No NIA 76 Accessories or attachments for the offering in #71-75 above Yes No Manufactured by Caterpillar. Offerings listed in applicable pricing attachment section. 77 Technology or services for the offering in #71-75 above Yes No Manufactured or offered by Caterpillar. Offerings listed in applicable pricing attachment section. Table 14C: Required Offering of Equipment Indicate below if the proposer's proposal includes at least one (1) of the following listed types or classes of equipment. Provide additional comments in the text box provided, as necessary. Line Item Categor\ or T\pe Offered Comments 78 Wheel loader with published net horsepower (HP) of at least 300 HP Yes No Manufactured by Caterpillar. Offerings listed in applicable pricing attachment section. 79 Wheeled or tracked excavator with a published net horsepower (HP) of at least 150 HP Yes No Manufactured by Caterpillar. Offerings listed in applicable pricing attachment section. 80 Motor Grader with a published maximum operating weight of at least 30,000 lbs. Yes No Manufactured by Caterpillar. Offerings listed in applicable pricing attachment section. 81 Rough terrain, all terrain, crawler, floating, lattice, or telescopic crane with a published maximum lifting capacity of at least 300 tons and a published maximum boom length of at least 150 feet Yes No NIA 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. Attachment A Bid Number: RFP 011723 Vendor Name: Caterpillar Inc 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 - Machine Pricing.zip - Tuesday January 17, 2023 15:29:45 Financial Strength and Stability - Fin Strength and Stability.zip - Tuesday January 17, 2023 10:31:16 Marketing PlanISamples - Marketing Plan.pdf - Tuesday January 17, 2023 14:53:49 WMBEIMBEISBE or Related Certificates (optional) Warranty Information - Warranty Combined.pdf - Monday January 16, 2023 10:36:31 Standard Transaction Document Samples (optional) Upload Additional Document - Additional Documents.zip - Tuesday January 17, 2023 16:05:29 Attachment A Bid Number: RFP 011723 Vendor Name: Caterpillar Inc Attachment A Bid Number: RFP 011723 Vendor Name: Caterpillar Inc Attachment A TM-20-01077 SOURCEWELL TRADEMARK LICENSE ADDENDUM This Addendum is by and between SOURCEWELL, 202 – 12th Street NE, PO Box 219, Staples, Minnesota 56479 (“Sourcewell”) and Caterpillar Inc., having its principal place of business at 5212 N. O’Connor Blvd., Suite 1100, Irving, TX 75039, and offices at 100 NE Adams Street, Peoria, Illinois, 61629 (“Caterpillar” or “Vendor”). Sourcewell and Caterpillar may be referred to in this Agreement as a “Party” and collectively as the “Parties.” The Parties maintain a contractual relationship for Vendor to provide equipment, products, or services to Sourcewell’s cooperative purchasing contracts as follows: Sourcewell Contract 011723 – CAT (Solicitation Number: 011723) Sourcewell and Vendor each own all right, title, and interest in their respective names, trademarks, service marks, related logos, and all other rights in the names, designs, likenesses and visual representations thereof (“Licensed Trademarks”), and desire to grant each other a royalty-free license to use certain Licensed Trademarks owned by the other Party under the terms and conditions set forth herein. ARTICLE I: GRANT OF LICENSE A. GRANT OF LICENSE.During the term of the Contract: 1. Sourcewell grants to Vendor a royalty-free, worldwide, non-exclusive right and license to use Sourcewell’s Licensed Trademarks provided to Vendor by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Vendor. 2. Vendor grants to Sourcewell a royalty-free, worldwide (except for those jurisdictions that are prohibited by applicable Anti-Corruption and International Trade Laws), non-exclusive right and license to use Vendor’s Licensed Trademarks provided to Sourcewell by Vendor in advertising and promotional materials for the purpose of marketing Vendor’s relationship with Sourcewell. “Anti-Corruption and International Trade Laws” means all statutes, regulations, rules, executive orders, supervisory requirements, directives, ordinances, circulars, opinions, interpretive letters, and official releases of or by any government, or any authority, department or agency thereof or self- regulatory organization related to bribery, fraud, corruption, or international trade. 3. The Parties agree that each is the owner of all rights, including without limitation common law rights and goodwill, in relation to their respective Licensed Trademarks, and that any goodwill derived from the use of Licensed Trademarks by the other Party shall inure to the owner of the respective Licensed Trademarks. B. LIMITED RIGHT OF SUBLICENSE. The rights and licenses granted herein includes a limited right of each Party to grant sublicenses to its and their respective distributors, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Contract. Any sublicense granted will be subject to the terms and conditions of this Addendum. Each Party will be responsible for any breach of this Article by any of their respective sublicensees. Attachment A TM-20-01077 C. USE; QUALITY CONTROL. 1. Neither Party may alter the other Party’s Licensed Trademarks from the form provided by the other Party and must comply with the other Party’s removal requests as to specific uses of its Licensed Trademarks. 2. Each Party agrees to use, and to cause its Permitted Sublicensees to use, the other Party’s Licensed Trademarks only in good faith and in a dignified manner consistent with such Party’s use of the Licensed Trademarks. Upon written notice to the breaching Party, the breaching Party or their Permitted Sublicensees have thirty (30) days of the date of the written notice to cure the breach or the license will be terminated. 3. Beyond what is permitted in this Addendum, neither Party will: a. attempt to register, or register any trademark, service mark, symbol, logo, get-up or device which is confusingly similar to any of the other Party’s Licensed Trademarks in any jurisdiction; b. represent that it has any rights of any nature in the Licensed Trademarks other than those enjoyed under the terms of this Agreement; c. use the other Party’s trademarks, service marks or copyrights, translations thereof or marks similar thereto, as part of its corporate name, trade name or a d/b/a name, favicons, social media names/handles, email addresses, email extensions, or domain names without prior written approval from the other Party; or d. use the other Party’s trade names, trademarks, or service marks on any collateral business materials (e.g., business cards, letterhead, invoices, pens, notepads, fax cover sheets, etc.), unless otherwise approved in writing by the other Party. ARTICLE II: TERM, TERMINATION, AND MISCELLANEOUS. A. EFFECTIVE DATE. This Addendum is effective upon the date of the final signature below. B. TERMINATION. Unless earlier terminated in accordance with this Article, this Addendum expires immediately upon the expiration or termination of the Contract. 1.Termination for Convenience. This Addendum may be terminated by either Party at any time upon ninety (90) days’ prior written notice to the other Party. 2.Termination for Breach. This Addendum may be terminated by either Party upon a breach of the terms of this Addendum by the other Party, upon written notice of breach to the breaching Party, and only if such breach is not cured within thirty (30) days of the date of the written notice. 3.Effect of Termination. Upon the termination of this Addendum for any reason, each Party will have thirty (30) days to, and require its Permitted Sublicensees to, remove all Licensed Trademarks from signage, websites, and the like bearing the other Party’s name or logo Attachment A TM-20-01077 (excepting Sourcewell’s pre-printed catalog of vendors which may be used until the next printing). Vendor must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions. 4. Miscellaneous. The terms and conditions of this Addendum shall have no effect on the terms and conditions of any other trademark licenses signed by the Parties. All other terms of the Contract remain in full force and effect, unless otherwise terminated. SOURCEWELL By: _________________ Name: Title: Date: Caterpillar Inc. By: _________________ Name: Title: Date: Attachment A Certificate Of Completion Envelope Id: F548065F-65E4-4F12-8953-2D15ABE78818 Status: Completed Subject: Wagner Equipment | Pitkin County Contract 002.26 for Review & Signature Source Envelope: Document Pages: 52 Signatures: 6 Envelope Originator: Certificate Pages: 5 Initials: 1 Pitkin County Procurement AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-07:00) Mountain Time (US & Canada) 530 East Main Street Suite 203 Aspen, CO 81611 Procurement@PitkinCounty.com IP Address: 2605:59ca:229c: Record Tracking Status: Original 12/31/2025 2:49:58 PM Holder: Pitkin County Procurement Procurement@PitkinCounty.com Location: DocuSign Signer Events Signature Timestamp Connie Baker connie.baker@pitkincounty.com Budget Director Pitkin County Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 74.244.9.116 Sent: 12/31/2025 3:01:06 PM Viewed: 12/31/2025 3:14:47 PM Signed: 12/31/2025 3:15:08 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Matt Bergstresser matt.bergstresser@pitkincounty.com Fleet Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 65.38.144.66 Sent: 12/31/2025 3:15:14 PM Viewed: 1/2/2026 6:14:43 AM Signed: 1/2/2026 6:16:02 AM Electronic Record and Signature Disclosure: Accepted: 1/8/2026 6:20:49 AM ID: 32b4e1b3-610a-43a3-9a10-0b6bd75ad270 Company Name: Pitkin County, Colorado Brian Pettet Brian.Pettet@PitkinCounty.com Public Works Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 71.205.235.22 Signed using mobile Sent: 1/2/2026 6:16:08 AM Viewed: 1/2/2026 10:18:12 AM Signed: 1/2/2026 10:18:43 AM Electronic Record and Signature Disclosure: Accepted: 1/6/2026 10:57:52 AM ID: 04347518-438b-49b1-af17-510579c6aa02 Company Name: Pitkin County, Colorado Brian Shaver Bshaver@wagnerequipment.com Territory Sales Representative Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 2600:6c67:8940:1ef3:cd73:6dc3:8169:b132 Signed using mobile Sent: 1/2/2026 10:18:49 AM Resent: 1/5/2026 10:37:22 AM Viewed: 1/5/2026 10:48:52 AM Signed: 1/5/2026 10:50:42 AM Electronic Record and Signature Disclosure: Signer Events Signature Timestamp Accepted: 1/5/2026 10:48:52 AM ID: f09e879d-274b-4680-878b-6098867b1f34 Company Name: Pitkin County, Colorado Ryan Mahoney ryan.mahoney@pitkincounty.com Deputy County Manager Signing Group: County Manager Group Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 2601:281:3:8990:61e9:8c26:9c03:6a0 Sent: 1/5/2026 10:50:48 AM Viewed: 1/12/2026 9:15:06 AM Signed: 1/12/2026 9:15:40 AM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Pitkin County Procurement procurement@pitkincounty.com Ruslana Ivanova, Procurement Specialist Pitkin County Security Level: Email, Account Authentication (None) Sent: 1/12/2026 9:15:47 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Accounts Payable AP@pitkincounty.com Accounts Payable Pitkin County Security Level: Email, Account Authentication (None) Sent: 1/12/2026 9:15:48 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 12/31/2025 3:01:06 PM Certified Delivered Security Checked 1/12/2026 9:15:06 AM Signing Complete Security Checked 1/12/2026 9:15:40 AM Completed Security Checked 1/12/2026 9:15:48 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Pitkin County (we, us or Pitkin County) may be required by law to provide you with certain written notices or disclosures. 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By checking the 'I Agree' box, I confirm that:  I am establishing my intent to be bound to the transaction, and indicating that I am fully aware of the purpose for which the signature is being provided.  I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and  I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and  Until or unless I notify Pitkin County as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgments, and other documents that are required to be provided or made available to me by Pitkin County during the course of my relationship with you. Signing Documents without a Pitkin County DocuSign Account: Pitkin County may not require all document signers to be authorized users of the Pitkin County DocuSign Account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. When you don't have a DocuSign account, you will be provided the opportunity to agree to the Legal Disclosure each time you open an "envelope" for signing, at this time, you can download and retain this disclosure. Pitkin County will forward completed documents that you've reviewed, processed or signed via email. Should you require copies of these signed documents (e.g., if they get deleted from your email account) you should request those documents from Pitkin County under the Colorado Open Records Act by contacting the Pitkin County custodian who sent you the document for signature. Signing Documents with a Pitkin County DocuSign Account: Electronic Record and Signature Disclosure created on: 3/20/2020 3:28:13 PM Parties agreed to: Matt Bergstresser, Brian Pettet, Brian Shaver Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper or electronic copies At any time, you may request from us a paper or electronic copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper or electronic copies of any such documents from our office to you, you may be charged a per-page fee. You may request delivery of such paper or electronic copies from us by following the procedure described below. Withdrawing your consent If you are an authorized DocuSign Account holder, you can decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. Described below is the process for informing us of your decision to receive future notices and disclosure in paper format and also how to withdraw your consent to receive notices and disclosures electronically. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgments, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Pitkin County: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to Helpdesk@provelocity.com To advise Pitkin County of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at Helpdesk@provelocity.com and in the body of such request you must state: your previous e-mail address, your new e-mail address . In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper or electronic copies from Pitkin County To request delivery from us of paper or electronic copies of the notices and disclosures previously provided by us to you electronically, you should request those documents from Pitkin County under the Colorado Open Records Act by contacting the Pitkin County custodian who sent you the document for signature. To withdraw your consent with Pitkin County To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to Helpdesk@provelocity.com and in the body of such a request, you must state your e-mail, full name, Postal Address, telephone number, and account number.