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23C085 - TT FASTER LLC DBA FASTER ASSET SOLUTIONS
Submitted on: 03/08/2023 By: Tabitha Richards CONTRACT ABSTRACT 1 Original: Cooperative Purchase Agreement Contract Company Name: Company Contact: Summary of Services: Contract Total: Funding Source: Contract Term: TT FASTER LLC, dba FASTER Asset Solutions Adam Tolbert FASTER Win Annual Support and Maintenance Software $43,178.85 5106560-40105 April 1, 2023, through March 31, 2026 Contract Administration Lead Department: Contract Administrator: Department of Maintenance and Facilities/Fleet Ops David McAbee/Daniel Martinez Contract Approval City Council Approval: Agreement Number: 23C085 Contract Compliance Exhibits: Signatures: Insurance: Bonds: Attached Attached Attached N/A Prepared by: Tabitha Richards DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 COOPERATIVE PURCHASE OF FLEET MANAGEMENT SOFTWARE AGREEMENT NO. 23C085 This Cooperative Purchase of Fleet Management Software Agreement (“Agreement”) is entered into by and between the City of Palm Springs, a California charter city and municipal corporation (“City”) and TT FASTER LLC, dba FASTER Asset Solutions, a Virginia corporation (“Contractor”). City and Contractor are sometimes individually referred to as “Party” or collectively as “Parties” in this Agreement. 1. Background. a. This Agreement is made and entered into in reference to the competitively solicited Win National Purchasing Partners Contract # PS22100 (“Cooperative Agreement”). b. The City desires to purchase a fleet management software system attached hereto as Attachment “A”, the content of which is incorporated by reference to this Agreement as if fully set out her in its entirety. c. Contractor desires to perform said services on the terms and conditions set forth in this Agreement. 2. Term. The term of this Agreement is three years beginning on April 1, 2023, continuing through March 31, 2026, unless extended by mutual written consent of the Parties. 3. Compensation and Payment. This Agreement is for an amount not to exceed $43,178.85, or $14,392.95 annually, subject to annual adjustments and approved amendments and changes. All pricing must be in accordance with the attached Quote, as shown as Attachment “B”, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 4. Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 5. Insurance. Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Attachment "C", incorporated herein by reference. If no insurance is required Attachment “C” will reflect that there are no requirements. 6. Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Partie s for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed, or hand delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO THE CITY: IF TO THE CONTRACTOR: City of Palm Springs Attn: Brenda Pree Title: City Clerk Address: 3200 E Tahquitz Canyon Way, Palm Springs, CA 92262 Phone: (760) 323-8204 Fax: (760) 322-8332 TT FASTER LLC, dba FASTER Asset Solution Attn: Sue Smith Title: Business Development Manager Address: 760 Lynnhaven Parkway, Suite 203, Virginia Beach, CA 23452 Phone: (402) 305-5850 8. Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with this Agreement. 9. Changes. In the event any change or changes in the work is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to d ocuments, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional work not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor ’s profession. 10. Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an imme diate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifi cally approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liab le for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon 30 days written notice to City. 11. Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 12. Entire Agreement. This Agreement, along with the Cooperative Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written between the parties. In the event of conflict or inconsistency between this Agreement and the Cooperative Agreement, this terms and conditions in this Agreement shall prevail. [Signature Page Follows] DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 SIGNATURE PAGE TO COOPERATIVE PURCHASE OF FLEET MANAGEMENT SOFTWARE AGREEMENT BETWEEN THE CITY OF PALM SPRINGS AND TT FASTER LLC, DBA FASTER ASSET SOLUTIONS IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _____________________________ By: _____________________________ Signature Signature (2nd signature required for Corporation) Date: ___________________________ Date: ___________________________ CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: _______ Item No. ________ APPROVED AS TO FORM: ATTEST: By: _____________________________ By: _____________________________ City Attorney City Clerk APPROVED: By: _____________________________ Date: ____________________________ City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 4/17/2023 4/17/2023 ATTACHMENT A SCOPE OF WORK DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 ATTACHMENT B QUOTE / PRICING DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 ATTACHMENT C INSURANCE REQUIREMENTS INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor’s performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellati on. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to co mmencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: _________ required ___X____ is not required; 4. Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s insurance. For Workers’ Compensation and Employer’s Liability Insurance only, t he insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers only as respects the Contractor’s negligence. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificat es and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. Additional insured endorsements are not required for Erro rs and Omissions and Workers’ Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved blanket Additional Insured Endorsement with the following endorsements stated on the certificate or equivalent policy approved wording: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contra ct No.___" or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary over any insurance or self-insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). C. "Should any of the above-described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers as respects the negligence of the Contractor. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the certificates of insurance. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them. 7. Deductibles and Self-Insured Retentions. Contractor guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability. DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 INSR ADDL SUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLY HIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Citizens Insurance Company of America Massachusetts Bay Insurance Company Hartford Fire Insurance Co. 3/09/2023 Marsh & McLennan Agency LLC 413 North Shore Drive, SW Suite E Knoxville, TN 37919 Dawn Henry - Dawn.Henry@MarshMMA.com TT Faster, LLC 760 Lynnhaven Parkway Suite 203 Virginia Beach, VA 23452 31534 22306 19682 A X X X OB5H145688 12/23/2022 12/23/2023 2,000,000 300,000 5,000 2,000,000 4,000,000 4,000,000 A X X OB5H145688 12/23/2022 12/23/2023 2,000,000 A X X OB5H145688 12/23/2022 12/23/2023 7,000,000 7,000,000 B N WD5H145732 12/23/2022 12/23/2023 X 1,000,000 1,000,000 1,000,000 C Prof/Cyber Liab Retro Date: 12/23/2019 20TE042584622 12/23/2022 12/23/2023 $5,000,000 per claim $5,000,000 aggregate City of Palm Springs 425 N. Civic Dr. Palm Springs, CA 92262 1 of 1 #S12515041/M12095734 TTFASTEClient#: 672927 JKCDH 1 of 1 #S12515041/M12095734 DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 Contract Number: PS22100 1 LEAGUE OF OREGON CITIES MASTER PRICE AGREEMENT This Master Price Agreement is effective as of the date of the last signature below (the “Effective Date”) by and between the LEAGUE OF OREGON CITIES, an Oregon public corporation under ORS Chapter 190 (“LOC” or “Purchaser”) and TT FASTER LLC, dba FASTER ASSET SOLUTIONS (“Vendor”). RECITALS WHEREAS, the Vendor is in the business of selling certain Information Technology (IT) Services, Related Equipment, & Support, as further described herein; and WHEREAS, the Vendor desires to sell and the Purchaser desires to purchase certain products and related services all upon and subject to the terms and conditions set forth herein; and WHEREAS, through a solicitation for Information Technology (IT) Services, Related Equipment, & Support the Vendor was awarded the opportunity to complete a Master Price Agreement with the LEAGUE OF OREGON CITIES as a result of its response to Request for Proposal No. 2215 for Information Technology (IT) Services, Related Equipment, & Support; and WHEREAS, the LEAGUE OF OREGON CITIES asserts that the solicitation and Request for Proposal meet Oregon public contracting requirements (ORS 279, 279A, 279B and 279C et. seq.); and WHEREAS, Purchaser and Vendor desire to extend the terms of this Master Price Agre ement to benefit other qualified government members of National Purchasing Partners, LLC dba Public Safety GPO, dba First Responder GPO, dba Law Enforcement GPO and dba NPPGov; NOW, THEREFORE, Vendor and Purchaser, intending to be legally bound, hereby a gree as follows: ARTICLE 1 – CERTAIN DEFINITIONS 1.1 “Agreement” shall mean this Master Price Agreement, including the main body of this Agreement and Attachments A-F attached hereto and by this reference incorporated herein, including Purchaser’s Request for Proposal No. 2215 (herein “RFP”) and Vendor’s Proposal submitted in response to the RFP (herein “Vendor’s Proposal”) as referenced and incorporated herein as though fully set forth (sometimes referred to collectively as the “Contract Documents”). 1.2 “Applicable Law(s)” shall mean all applicable federal, state, tribal, and local laws, statutes, ordinances, codes, rules, regulations, standards, orders and other governmental requirements of any kind. 1.3 “Employee Taxes” shall mean all taxes, assessments, charges and other amounts whatsoever payable in respect of, and measured by the wages of, the Vendor’s employees (or subcontractors), as required by the Federal Social Security Act and all amendments thereto and/or any other applicable federal, state, tribal or local law. 1.4 “Purchaser’s Destination” shall mean such delivery location(s) or destination(s) as Purchaser may prescribe from time to time. DocuSign Envelope ID: 832D92FE-AF1B-410C-8E36-3CD2B0CB6DB3DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 Contract Number: PS22100 2 1.5 “Products and Services” shall mean the products and/or services to be sold by Vendor hereunder as identified and described on Attachment A hereto and incorporated herein, as may be updated from time to time by Vendor to reflect products and/or services offered by Vendor generally to its customers. 1.6 “Purchase Order” shall mean any authorized written order for Products and Services sent by Purchaser to Vendor via mail, courier, overnight delivery service, email, fax and/or other mode of transmission as Purchaser and Vendor may from time to time agree. 1.7 “Unemployment Insurance” shall mean the contribution required of Vendor, as an employer, in respect of, and measured by, the wages of its employees (or subcontractors) as required by any applicable federal, state or local unemployment insurance law or regulation. 1.8 “National Purchasing Partners” or “(NPP)” is a subsidiary of two nonprofit health care systems. The Government Division of NPP, hereinafter referred to as “NPPGov”, provides group purchasing marketing and administrative support for governmental entities within the membership. NPPGov’s membership includes participating public entities across North America. 1.9 “Lead Contracting Agency” shall mean the LEAGUE OF OREGON CITIES, which is the governmental entity that issued the Request for Proposal and awarded this resulting Master Price Agreement. 1.10 “Participating Agencies” shall mean members of National Purchasing Partners for which Vendor has agreed to extend the terms of this Master Price Agreement pursuant to Article 2.6 and Attachment C herein. For purposes of cooperative procurement, “Participating Agency” shall be considered “Purchaser” under the terms of this Agreement. 1.11 “Party” and “Parties” shall mean the Purchaser and Vendor individually and collectively as applicable. ARTICLE 2 – AGREEMENT TO SELL 2.1 Vendor hereby agrees to sell to Purchaser such Products and Services as Purchaser may order from time to time by Purchase Order, all in accordance with and subject to the terms, covenants and conditions of this Agreement. Purchaser agrees to purchase those Products and Services ordered by Purchaser by Purchase Order in accordance with and subject to the terms, covenants and conditions of this Agreement. 2.2 Vendor may add additional products and services to the contract provided that any additions reasonably fall within the intent of the original RFP specifications. Pricing on additions shall be equivalent to the percentage discount for other similar products. Vendor may provide a web-link with current product listings, which may be updated periodically, as allowed by the terms of the resulting Master Price Agreement. Vendor may replace or add product lines to an existing contract if the line is replacing or supplementing products on contract, is equal or superior to the original products offered, is discounted in a similar or to a greater degree, and if the products meet the requirements of the solicitation. No products may be added to avoid competitive procurement requirements. LOC may reject any additions without cause. 2.3 All Purchase Orders issued by Purchaser to Vendor for Products during the term (as hereinafter defined) of this Agreement are subject to the provisions of this Agreement as though fully set forth in such Purchase Order. The Vendor retains authority to negotiate above and beyond the terms of this Agreement to meet the Purchaser or Vendor contract requirements. DocuSign Envelope ID: 832D92FE-AF1B-410C-8E36-3CD2B0CB6DB3DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 Contract Number: PS22100 3 2.4 Notwithstanding any other provision of this Agreement to the contrary, the Lead Contracting Agency shall have no obligation to order or purchase any Products and Services hereunder and the placement of any Purchase Order shall be in the sole discretion of the Participating Agencies. This Agreement is not exclusive. Vendor expressly acknowledges and agrees that Purchaser may purchase at its sole discretion, Products and Services that are similar to the Products and Services described in this Agreement from any third party. 2.5 In case of any conflict or inconsistency between any of the Contract Documents, the documents shall prevail and apply in the following order of priority: (i) This Agreement; (ii) The RFP; (iii) Vendor’s Proposal; 2.6 Extension of contract terms to Participating Agencies: 2.6.1 Vendor agrees to extend the same terms, covenants and conditions available to Purchaser under this Agreement to Participating Agencies, that have executed an Intergovernmental Cooperative Purchasing Agreement (“IGA”) as may be required by each Participating Agency’s local laws and regulations, in accordance with Attachment C. Each Participating Agency will be exclusively responsible for and deal directly with Vendor on matters relating to ordering, delivery, inspection, acceptance, invoicing, and payment for Products and Services in accordance with the terms and conditions of this Agreement as if it were “Purchaser” hereunder. Any disputes between a Participating Agency and Vendor will be resolved directly between them under and in accordance with the laws of the State in which the Participating Agency ex ists. Pursuant to the IGA, the Lead Contracting Agency shall not incur any liability as a result of the access and utilization of this Agreement by other Participating Agencies. 2.6.2 This Solicitation meets the public contracting requirements of the Lea d Contracting Agency and may not be appropriate under or meet Participating Agencies’ procurement laws. Participating Agencies are urged to seek independent review by their legal counsel to ensure compliance with all local , tribal, and state solicitation requirements. 2.6.3 Vendor acknowledges execution of the Vendor Administration Fee Agreement, Contract Number VA22100, with NPPGov, pursuant to the terms of the RFP. 2.7 Oregon Public Agencies are prohibited from use of Products and Services offered under this Agreement that are already provided by qualified nonprofit agencies for disabled individuals as listed on the Department of Administrative Service’s Procurement List (“Procurement List”) pursuant to ORS 279.835 -.855. See www.OregonRehabilitation.org/qrf for more information. Vendor shall not sell products and services identified on the Procurement List (e.g., reconditioned toner cartridges) to Purchaser or Participating Agencies within the state of Oregon. ARTICLE 3 – TERM AND TERMINATION 3.1 The initial contract term shall be for three (3) calendar years from the Effective Date of this Agreement (“Initial Term”). Upon termination of the original three (3) year term, this Agreement shall automatically extend for up to three (3) successive one (1) year periods; (each a “Renewal Term”); provided, however, that the Lead Contracting Agency and/or the Vendor may opt to decline extension of the MPA by providing notification in writing at least thirty (30) calendar days prior to the annual automatic extension anniversary of the Initial Term. DocuSign Envelope ID: 832D92FE-AF1B-410C-8E36-3CD2B0CB6DB3DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 Contract Number: PS22100 4 3.2 Either Vendor or the Lead Contracting Agency may terminate this Agreement by written notice to the other party if the other Party breaches any of its material obligations hereunder and fails to remedy the breach within thirty (30) days after receiving written notice of such breach from the non-breaching party. ARTICLE 4 – PRICING, INVOICES, PAYMENT AND DELIVERY 4.1 Purchaser shall pay Vendor for all Products and Services ordered and delivered in compliance with the terms and conditions of this Agreement at the pricing specified for each such Product and Service on Attachment A, including shipping. Unless Attachment A expressly provides otherwise, the pricing schedule set forth on Attachment A hereto shall remain fixed for the Initial Term of this Agreement; provided that manufacturer pricing is not guaranteed and may be adjusted based on the next manufacturer price increase. Pricing contained in Attachment A shall be extended to all NPPGov, Public Safety GPO, First Responder GPO and Law Enforcement GPO members upon execution of the IGA. 4.2 Vendor shall submit original invoices to Purchaser in form and substance and format reasonably acceptable to Purchaser. All invoices must reference the Purchaser’s Purchase Order number, contain an itemization of amounts for Products and Services purchased during the applicable invoice period and any other information reasonably requested by Purchaser, and must otherwise comply with the provisions of this Agreement. Invoices shall be addressed as directed by Purchaser. 4.3 Unless otherwise specified, Purchaser is responsible for any and all applicable sales taxes. Attachment A or Vendor’s Proposal (Attachment D) shall specify any and all other taxes and duties of any kind which Purchaser is required to pay with respect to the sale of Products and Services covered by this Agreement and all charges for packing, packaging and loading. 4.4 Except as specifically set forth on Attachments A and F, Purchaser shall not be responsible for any additional costs or expenses of any nature incurred by Vendor in connection with the Products and Services, including without limitation travel expenses, clerical or administrative personnel, long distance telephone charges, etc. (“Incidental Expenses”). 4.5 Price reductions or discount increases may be offered at any time during the contract term and shall become effective upon notice of acceptance from Purchaser. 4.6 Notwithstanding any other agreement of the Parties as to the payment of shipping/delivery costs, and subject to Attachments A, D, and F herein, Vendor shall offer delivery and/or shipping costs prepaid FOB Destination. If there are handling fees, these also shall be included in the pricing. 4.7 Unless otherwise directed by Purchaser for expedited orders, Vendor shall utilize such common carrier for the delivery of Products and Services as Vendor may select; provided, however, that for expedited orders Vendor shall obtain delivery services hereunder at rates and terms not less favorable than those paid by Vendor for its own account or for the account of any other similarly situated customer of Vendor. 4.8 Vendor shall have the risk of loss of or damage to any Products until delivery to Purchaser. Purchaser shall have the risk of loss of or damage to the Products after delivery to Purchaser. Title to Products shall not transfer until the Products have been delivered to and accepted by Purchaser at Purchaser’s Destination. ARTICLE 5 – INSURANCE 5.1 During the term of this Agreement, Vendor shall maintain at its own cost and expense (and shall cause any subcontractor to maintain) insurance policies provid ing insurance of the kind and in the amounts DocuSign Envelope ID: 832D92FE-AF1B-410C-8E36-3CD2B0CB6DB3DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 Contract Number: PS22100 5 generally carried by reasonably prudent manufacturers in the industry, with one or more reputable insurance companies licensed to do business in Oregon and any other state or jurisdiction where Products and Serv ices are sold hereunder. Such certificates of insurance shall be made available to the Lead Contracting Agency upon 48 hours’ notice. BY SIGNING THE AGREEMENT PAGE THE VENDOR AGREES TO THIS REQUIREMENT AND FAILURE TO MEET THIS REQUIREMENT WILL RESULT IN CANCELLATION OF THIS MASTER PRICE AGREEMENT. 5.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of this Agreement is satisfactorily completed and formally accepted. Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect coverage afforded under the insurance policies to protect the Lead Contracting Agency. The insurance policies may provide coverage that contains deductibles or self-insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to the Lead Contracting Agency under such policies. Vendor shall be solely responsible for the deductible and/or self-insured retention and the Lead Contracting Agency, at its option, may require Vendor to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 5.3 Vendor shall carry Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction over Vendor’s employees engaged in the performance of the work or services, as well as Employer’s Liability insurance. Vendor waives all rights against the Lead Contracting Agency and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the Workers’ Compensation and Employer’s Liability or commercial umbrella liability insurance obtained by Vendor pursuant to this Agreement. 5.4 Insurance required herein shall not be permitted to expire, be canceled, or materially changed without thirty days (30 days) prior written notice to the Lead Contracting Agency. ARTICLE 6 – INDEMNIFICATION AND HOLD HARMLESS 6.1 Vendor agrees that it shall indemnify, defend and hold harmless Lead Contracting Agency, its respective officials, directors, employees, members and agents (collectively, the “Indemnitees”), from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities (including, without limitation, reasonable attorney’s fees), suffered directly or indirectly by any of the Indemnitees to the extent of, or arising out of, (i) any breach of any covenant, representation or warranty made by Vendor in this Agreement, (ii) any failure by Vendor to perform or fulfill any of its obligations, covenants or agreements set forth in this Agreement, (iii) the negligence or intentional misconduct of Vendor, any subcontractor of Vendor, or any of their respective employees or agents, (iv) any failure of Vendor, its subcontractors, or their respective employees to comply with any Applicable Law, (v) any litigation, proceeding or claim by any third party relating in any way to the obligations of Vendor under this Agreement or Vendor’s performance under this Agreement, (vi) any Employee Taxes or Unemployment Insurance, or (vii) any claim alleging that the Products and Services or any part thereof infringe any third party’s U.S. patent, copyright, trademark, trade secret or other intellectual property interest. Such obligation to indemnify shall not apply where the damage, claim, loss, expense, cost, obligation or liability is due to the breach of this Agreement by, or negligence or willful misconduct of, Lead Contracting Agency or its officials, directors, employees, agents or contractors. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. The indemnity obligations of Vendor under this Article shall survive the expiration or termination of this Agreement for two years. 6.2 LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION DocuSign Envelope ID: 832D92FE-AF1B-410C-8E36-3CD2B0CB6DB3DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 Contract Number: PS22100 6 WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR INJURIES TO PERSONS OR TO PROPERTY OR LOSS OF PROFITS OR LOSS OF FUTURE BUSINESS OR REPUTATION, WHETHER BASED ON TORT OR BREACH OF CONTRACT OR OTHER BASIS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6.3 The same terms, conditions and pricing of this Agreement may be extended to government members of National Purchasing Partners, LLC. In the event the terms of this Agreement are extended to other government members, each government member (procuring party) shall be solely responsible for the ordering of Products and Services under this Agreement. A non-procuring party shall not be liable in any fashion for any violation by a procuring party, and the procuring party shall hold non-procuring parties or unrelated purchasing parties harmless from any liabili ty that may arise from action or inaction of the procuring party. ARTICLE 7 – WARRANTIES Purchaser shall refer to Vendor’s Proposal for all Vendor and manufacturer express warranties, as well as those warranties provided under Attachment B herein. ARTICLE 8 - INSPECTION AND REJECTION 8.1 Purchaser shall have the right to inspect and test Products at any time prior to shipment, and within a reasonable time after delivery to the Purchaser’s Destination. Products not inspected within a reasonable time after delivery shall be deemed accepted by Purchaser. The payment for Products shall in no way impair the right of Purchaser to reject nonconforming Products, or to avail itself of any other remedies to which it may be entitled. 8.2 If any of the Products are found at any time to be defective in material or workmanship, damaged, or otherwise not in conformity with the requirements of this Agreement or any applicable Purchase Order, as its exclusive remedy, Purchaser may at its option and at Vendor’s sole cost and expense, elect either to (i) return any damaged, non-conforming or defective Products to Vendor for correction or replacement, or (ii) require Vendor to inspect the Products and remove or replace damaged, non-conforming or defective Products with conforming Products. If Purchaser elects option (ii) in the preceding sentence and Vendor fails promptly to make the necessary inspection, removal and replacement, Purchaser, at its option, may inspect the Products and Vendor shall bear the cost thereof. Payment by Purchaser of any invoice shall not constitute acceptance of the Products covered by such invoice, and acceptance by Purchaser shall not relieve Vendor of its warranties or other obligations under this Agreement. 8.3 The provisions of this Article shall survive the expiration or termination of this Agreement. ARTICLE 9 – SUBSTITUTIONS Except as otherwise permitted hereunder, Vendor may not make any substitutions of Products, or any portion thereof, of any kind without the prior written consent of Purchaser. ARTICLE 10 - COMPLIANCE WITH LAWS 10.1 Vendor agrees to comply with all Applicable Laws and at Vendor’s expense, secure and maintain in full force during the term of this Agreement, all licenses, permits, approvals, authorizations, registrations and certificates, if any, required by Applicable Laws in connection with the performance of its obligations hereunder. At Purchaser’s request, Vendor shall provide to Purchaser copies of any or all such licenses, permits, approvals, authorizations, registrations and certificates. DocuSign Envelope ID: 832D92FE-AF1B-410C-8E36-3CD2B0CB6DB3DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 Contract Number: PS22100 7 10.2 Purchaser has taken all required governmental action to authorize its execution of this Agreement and there is no governmental or legal impediment against Purchaser’s execution of this Agreement or performance of its obligations hereunder. ARTICLE 11 – PUBLICITY / CONFIDENTIALITY 11.1 No news releases, public announcements, advertising materials, or confirmation of same, concerning any part of this Agreement or any Purchase Order issued hereunder shall be issued or mad e without the prior written approval of the Parties. Neither Party shall in any advertising, sales materials or in any other way use any of the names or logos of the other Party without the prior written approval of the other Party. 11.2 Any knowledge or information which Vendor or any of its affiliates shall have disclosed or may hereafter disclose to Purchaser, and which in any way relates to the Products and Services covered by this Agreement shall not, unless otherwise designated by Vendor, be deemed to be confidential or proprietary information, and shall be acquired by Purchaser, free from any restrictions, as part of the consideration for this Agreement. ARTICLE 12 - RIGHT TO AUDIT Subject to Vendor’s reasonable security and confidentiality procedures, Purchaser, or any third party retained by Purchaser, may at any time upon prior reasonable notice to Vendor, during normal business hours, audit the books, records and accounts of Vendor to the extent that such books, records and accounts pertain to sale of any Products and Services hereunder or otherwise relate to the performance of this Agreement by Vendor. Vendor shall maintain all such books, records and accounts for a period of at least three (3) years after the date of expiration or termination of this Agreement. The Purchaser’s right to audit under this Article 12 and Purchaser’s rights hereunder shall survive the expiration or termination of this Agreement for a period of three (3) years after the date of such expiration or termination. ARTICLE 13 - REMEDIES Except as otherwise provided herein, any right or remedy of Vendor or Purchaser set forth in this Agreement shall not be exclusive, and, in addition thereto, Vendor and Purchaser shall have all rights and remedies under Applicable Law, including without limitation, equitable relief. The provisions of this Article shall survive the expiration or termination of this Agreement. ARTICLE 14 - RELATIONSHIP OF PARTIES Vendor is an independent contractor and is not an agent, servant, employee, legal representative, partner or joint venture of Purchaser. Nothing herein shall be deemed or construed as creating a joint venture or partnership between Vendor and Purchaser. Neither P arty has the power or authority to bind or commit the other. ARTICLE 15 - NOTICES All notices required or permitted to be given or made in this Agreement shall be in writing. Such notice(s) shall be deemed to be duly given or made if delivered by hand, by certified or registered mail or by nationally recognized overnight courier to the address specified below: DocuSign Envelope ID: 832D92FE-AF1B-410C-8E36-3CD2B0CB6DB3DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 Contract Number: PS22100 8 If to Lead Contracting Agency: LEAGUE OF OREGON CITIES 1201 Court St. NE Suite 200 Salem OR 97301 ATTN: Kevin Toon Email: rfp@ORCities.org If to Vendor: FASTER ASSET SOLUTIONS 760 Lynnhaven Pkwy Ste 203 Virginia Beach VA 23452 ATTN: Michael Brawley Email: contracts@fasterasset.com Either Party may change its notice address by giving the other Party written notice of such change in the manner specified above. ARTICLE 16 - FORCE MAJEURE Except for Purchaser’s obligation to pay for Products and Services delivered, delay in performance or non-performance of any obligation contained herein shall be excused to the extent such failure or non - performance is caused by force majeure. For purposes of this Agreement, “force majeure” shall mean any cause or agency preventing performance of an obligation which is beyond the reasonable control of either Party hereto, including without limitation, fire, flood, sabotage, shipwreck, embargo, strike, explo sion, labor trouble, accident, riot, acts of governmental authority (including, without limitation, acts based on laws or regulations now in existence as well as those enacted in the future), acts of nature, pandemics, and delays or failure in obtaining raw materials, supplies or transportation. A Party affected by force majeure shall promptly provide notice to the other, explaining the nature and expected duration thereof, and shall act diligently to remedy the interruption or delay if it is reasonably capable of being remedied. In the event of a force majeure situation, deliveries or acceptance of deliveries that have been suspended shall not be required to be made upon the resumption of performance. ARTICLE 17 - WAIVER No delay or failure by either Party to exercise any right, remedy or power herein shall impair such Party’s right to exercise such right, remedy or power or be construed to be a waiver of any default or an acquiescence therein; and any single or partial exercise of any such right, remedy or power shall not preclude any other or further exercise thereof or the exercise of any other right, remedy or power. No waiver hereunder shall be valid unless set forth in writing executed by the waiving Party and then only to the extent expressly set forth in such writing. ARTICLE 18 - PARTIES BOUND; ASSIGNMENT This Agreement shall inure to the benefit of and shall be binding upon the respective successors and assigns of the Parties hereto, but it may not be assigned in whole or in part by Vendor withou t prior written notice to Purchaser which shall not be unreasonably withheld or delayed. DocuSign Envelope ID: 832D92FE-AF1B-410C-8E36-3CD2B0CB6DB3DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 Contract Number: PS22100 9 ARTICLE 19 - SEVERABILITY To the extent possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under Applicable Law. If any provision of this Agreement is declared invalid or unenforceable, by judicial determination or otherwise, such provision shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions and the rights and obligations of the Parties shall be construed and enforced accordingly. ARTICLE 20 - INCORPORATION; ENTIRE AGREEMENT 20.1 All the provisions of the Attachments hereto are hereby incorporated herein and made a part of this Agreement. In the event of any apparent conflict between any provision set forth in the main body of this Agreement and any provision set forth in the Attachments, including the RFP and/or Vendor’s Proposal, the provisions shall be interpreted, to the extent possible, as if they do not conflict. If such an interpretation is not possible, the provisions set forth in the main body of this Agreement shall control. 20.2 This Agreement (including Attachments and Contract Documents hereto) constitutes the entire Agreement of the Parties relating to the subject matter hereof and supersedes any and all prior written and oral agreements or understandings relating to such subj ect matter. ARTICLE 21 - HEADINGS Headings used in this Agreement are for convenience of reference only and shall in no way be used to construe or limit the provisions set forth in this Agreement. ARTICLE 22 - MODIFICATIONS This Agreement may be modified or amended only in writing executed by Vendor and the Lead Contracting Agency. The Lead Contracting Agency and each Participating Agency contracting hereunder acknowledge and agree that any agreement entered into in connection with any Purchase Order h ereunder shall constitute a modification of this Agreement as between the Vendor and the Participating Agency. Any modification of this Agreement as between Vendor and any Participating Agency shall not be deemed a modification of this Agreement for the benefit of the Lead Contracting Agency or any other Participating Agency. ARTICLE 23 - GOVERNING LAW This Agreement shall be governed by and interpreted in accordance with the laws of the State of Oregon or in the case of a Participating Agency’s use of this Agreement, the laws of the State in which the Participating Agency exists, without regard to its choice of law provisions. [Signature page to follow] DocuSign Envelope ID: 832D92FE-AF1B-410C-8E36-3CD2B0CB6DB3DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 Contract Number: PS22100 10 ARTICLE 24 - COUNTERPARTS This Agreement may be executed in counterparts all of which together shall constitute one and the same Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year last written below. PURCHASER: Signature: ____________________________________ Printed Name: Title: ____________________________________________ LEAGUE OF OREGON CITIES Dated: ____________________________ VENDOR: Signature: ______________________________ Printed Name: Title: _____________________________ TT FASTER LLC Dated: ____________________________ DocuSign Envelope ID: 832D92FE-AF1B-410C-8E36-3CD2B0CB6DB3 President Mitchel Skyer January 4, 2023 | 12:02 PM PST Executive Director Patty Mulvihull January 6, 2023 | 7:22 AM PST DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 Contract Number: PS22100 11 ATTACHMENT A to Master Price Agreement by and between VENDOR and PURCHASER. PRODUCTS, SERVICES, SPECIFICATIONS AND PRICES INFORMATION TECHNOLOGY (IT) SERVICES, RELATED EQUIPMENT, & SUPPORT Product Category Percentage (%) off List Price* (OR fixed price if % off pricing is not available) INFORMATION TECHNOLOGY MANAGED SERVICES INFORMATION TECHNOLOGY STAFFING & SERVICES INFORMATION TECHNOLOGY RELATED SERVICES OTHER 12.5% Pricing contained in this Attachment A shall be extended to all NPPGov members upon execution of the Intergovernmental Agreement. DocuSign Envelope ID: 832D92FE-AF1B-410C-8E36-3CD2B0CB6DB3DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 Contract Number: PS22100 12 ATTACHMENT B to Master Price Agreement by and between VENDOR and PURCHASER. ADDITIONAL SELLER WARRANTIES To the extent possible, Vendor will make available all warranties from third party manufacturers of Products not manufactured by Vendor, as well as any warranties identified in this Agreement and Vendor’s Proposal. DocuSign Envelope ID: 832D92FE-AF1B-410C-8E36-3CD2B0CB6DB3DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 Contract Number: PS22100 13 ATTACHMENT C to Master Price Agreement by and between VENDOR and PURCHASER. PARTICIPATING AGENCIES The Lead Contracting Agency in cooperation with National Purchasing Partners (NPPGov) entered into this Agreement on behalf of other government agencies that desire to access this Agreement to purchase Products and Services. Vendor must work directly with any Participating Agency concerning the placement of orders, issuance of the purchase orders, contractual disputes, invoicing, and payment. The Lead Contracting Agency shall not be held liable for any costs, damages, etc., incurred by any Participating Agency. Any subsequent contract entered into between Vendor and any Participating Agency shall be construed to be in accordance with and governed by the laws of the State in which the Participating Agency exists. Each Participating Agency is directed to execute an Intergovernmental Cooperative Purchasing Agreement (“IGA”), as set forth on the NPPGov web site, www.nppgov.com. The IGA allows the Participating Agency to purchase Products and Services from the Vendor in accordance with each Participating Agency’s legal requirements as if it were the “Purchaser” hereunder. DocuSign Envelope ID: 832D92FE-AF1B-410C-8E36-3CD2B0CB6DB3DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 Contract Number: PS22100 14 ATTACHMENT D to Master Price Agreement by and between VENDOR and PURCHASER. Vendor’s Proposal (The Vendor’s Proposal is not attached hereto.) (The Vendor’s Proposal is incorporated by reference herein.) DocuSign Envelope ID: 832D92FE-AF1B-410C-8E36-3CD2B0CB6DB3DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 Contract Number: PS22100 15 ATTACHMENT E to Master Price Agreement by and between VENDOR and PURCHASER. Purchaser’s Request for Proposal (The Purchaser’s Request for Proposal is not attached hereto.) (The Purchaser’s Request for Proposal is incorporated by reference herein.) DocuSign Envelope ID: 832D92FE-AF1B-410C-8E36-3CD2B0CB6DB3DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 Contract Number: PS22100 16 ATTACHMENT F to Master Price Agreement by and between VENDOR and PURCHASER. ADDITIONAL VENDOR TERMS OF PURCHASE, IF ANY [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: 832D92FE-AF1B-410C-8E36-3CD2B0CB6DB3DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 GENERAL AGREEMENT TT FASTER LLC, dba FASTER Asset Solutions, hereinafter referred to as “FASTER,” and XXXXXX, hereinafter referred to as "Customer," agree to the following terms and conditions as detailed in the attached schedules (collectively, the “Agreement”). More specifically, Schedule A includes a detailed Statement of Work (“SOW”), associated pricing and payment terms. 1. Project Scope – Commercial‐Off‐The‐Shelf and Custom Deliverables: a. Definition of a Commercial‐Off‐The‐Shelf (COTS) System: This Agreement may have custom work product, which is distinct and separate from the COTS software. Custom work, if any, will be listed in Schedule A. There are also several COTS software products that are licensed separately (FASTER Web, MotorPool, Dashboard, Standard Fuel Import, Barcode, etc.). Therefore, if the product is not specifically listed in Schedule A, no license rights are conveyed. As FASTER Web is a COTS system, the underlying software consists of standardized programs (i.e., pre‐built). As such, this Agreement takes precedent over any other agreement between FASTER and Customer. The COTS software undergoes its own development cycle separately and distinctly from the implementation process. This means that no requirements gathering; requirements and design approval, gap analysis, testing and development work is done on FASTER COTS Software in conjunction with this Agreement. However, custom development and testing will be done in conjunction with the custom work noted in Schedule A. Whatever COTS software, custom work and converted data are listed in Schedule A as work product, will be deployed together to form a “Soft Go‐Live” instance. If there is additional work product that is to be delivered separately (after the initial Go‐Live) that will be specifically listed in Schedule A. The Soft Go‐Live instance is tested in the FASTER data center and then deployed to the Customer’s single environment that serves as the Customer’s test environment during the implementation and will become the production environment upon Go‐ Live. This permits the Customer to perform whatever tests it deems necessary in the later environment to which it will have access. The Customer having one environment through the life of the implementation that will be promoted to production is a critical aspect of quality control that is a distinctly important part of the FASTER COTS implementation process. Any deviation from this may lead to additional cost. This process also reduces Customer IT expenses. While custom work product (if any) is built to specific customer‐identified specifications, the nature of COTS software requires that FASTER will not provide custom modification, code changes or database structure changes to any COTS software since this could adversely affect other customers. FASTER does enhance the COTS software as part of its normal life cycle based on customer input from its more than 370 customers, market research and on‐staff fleet professionals. b. Integrations & Business Intelligence Work Approvals & Testing: This work represents integrations and business intelligence for which the Customer has provided specifications. The following process will be followed to ensure that reliable work is delivered as part of the implementation: If the Customer has opted in the SOW to use an existing document or file (such as an existing report) as a template for the work to be done, in order to avoid the cost and time involved in the creation of written requirements, there will not be a requirement approval process outside of what is documented in the SOW. Or if the SOW calls for requirements to be documented during the implementation: After the Customer provides the following documentation, FASTER will create an extensive Requirements Document for the Customer to DocuSign Envelope ID: 832D92FE-AF1B-410C-8E36-3CD2B0CB6DB3DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 approve. This document will enable the Customer to have certainty about what it requires for a successful customization. Documents to be provided by Customer: • In the case of a Custom Report, a mockup in Excel or similar table. • In the case of an Integration, a Data Flow Map which will show the data the Customer wants to import and/or export. • A written summary of: o Execution of the integration: How should the integration be executed? For example, would it need to be run manually or scheduled to run automatically. o User Interface: Will a user interface be needed? If so, what are the key elements needed in the user interface? o Error Handling: How should errors be logged? Are there any specific errors or failures that could occur that would need the integration to notify the Customer about? o Special Considerations: Are there any additional business rules or special considerations that the Customer could not show in the data map that the integration needs to meet? After receipt of the above, FASTER will create a Requirements Document for the Customer’s approval. Once the Customer approves the Requirements, FASTER will begin and complete development and testing. And then the custom work product will be delivered with the COTS components in the form of the Soft Go‐Live noted above. The Customer may choose to do whatever testing it deems necessary on the custom work during the implementation in the Customer’s implementation environment (more below related to environments). Those testing costs will be borne by the Customer and administered by the Customer. FASTER will provide to the Customer any and all of the test cases which FASTER has already performed during its testing free of charge to use at the Customer’s expense. c. COTS Software Approvals & Testing: As a result of the nature of a COTS system, the implementation of the COTS software components will not require the Customer or FASTER to do test plan approvals, requirements documentation approvals, gap analysis or gap analysis approvals. The Customer may choose to do whatever testing it deems necessary on the COTS software components during the implementation in the Customer’s implementation environment (more below related to environments). Those testing costs will be borne by the Customer and administered by the Customer. FASTER will provide to the Customer any of the 50,000+ test cases which FASTER has already performed during its normal COTS release cycle free of charge to use at the Customer’s expense. d. Data Conversion Testing: If noted in Schedule A, FASTER will perform data conversion services: If data conversion services are provided, FASTER will perform data validation testing that validates the accuracy of the data FASTER loads into the Customer’s FASTER Web database against the data provided by the Customer and confirms the Customer’s data in the FASTER Web database meets the business rules of FASTER. Once FASTER has completed data validation DocuSign Envelope ID: 832D92FE-AF1B-410C-8E36-3CD2B0CB6DB3DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 testing internally, FASTER will provide the Customer a Soft Go‐Live copy of the database that contains the data testing internally, FASTER will provide the Customer a Soft Go‐Live copy of the database that contains the data FASTER loaded. The Customer can then perform whatever due diligence it deems necessary to validate this data in the Customer’s implementation environment. If the Customer chooses it can redundantly perform some or all of the same Data Validation tests cases FASTER performed. FASTER will provide data validation test cases for the Customer to use free of charge. All Customer data testing will be performed by the Customer at the Customer’s expense. Any data defects the Customer finds and reports during its implementation testing that is found to be the result of FASTER’s work will be corrected by FASTER. 2. Change Requests a. COTS Add‐ons: Change Requests to add COTS add‐on components can be done any time up to the time of the installation of the COTS components included in the SOW or after the Go‐Live and there will only be the added costs which relate to adding those components and any added implementation tasks, such as training. b. Change Requests for Custom Work: The Customer may make a change request(s) for custom work at any time in writing and submit to FASTER’s Implementation Project Manager. FASTER will provide the Customer with a written estimate of added costs and/or time delay resulting from the change request(s). It is understood by the parties that change requests that occur after the Customer has approved the Requirements Document may lead to higher cost and time delay due to the fact that FASTER may need to re‐write the Requirements Document, re‐do the approval process, re‐work code or re‐test. The Customer will review and modify if needed FASTER’s written response to change request(s) and notify FASTER in writing whether it wants to proceed with the change request(s). 3. Taxes Prices and fees are exclusive of all federal, state, municipal, or other government, excise, sales, use, occupational, or like taxes now in force or enacted in the future and, therefore, prices are subject to an increase equal in amount to any tax FASTER may be required to collect, or pay, upon the sale or delivery of items purchased or licensed. If a certificate of exemption, or similar document or proceeding, is to be made in order to exempt the sale from sales or use tax liability, the Customer will obtain and pursue such certificate, document or proceeding. 4. Proprietary Rights of FASTER a. Nature of Rights and Title: Customer recognizes that all computer programs, system documentation, and other materials supplied by FASTER to Customer are subject to the proprietary rights of FASTER. Customer agrees that the programs, documentation, and all information or data supplied by FASTER, in machine‐ readable form are trade secrets of FASTER, are protected by civil and criminal law, and by the law of copyright, are very valuable to FASTER, and that their use and disclosure must be controlled. Title: FASTER retains title to and all intellectual property rights to all programs, documentation, information or data furnished by FASTER. Customer retains rights to the asset data related to its property which is housed within the MSSQL database. Other aspects of that MSSQL database, such as database structure and database objects remain the confidential property of FASTER. Customer shall keep each and every item to which FASTER retains title free and clear of all claims, liens and encumbrances except those of FASTER; and any act of Customer, voluntary or involuntary, purporting to create a claim, lien, or encumbrance on such an item shall be void. b. Restrictions on Customer Use: The computer programs and other items supplied by FASTER hereunder are for the sole use of Customer and Customer’s employees/agents. DocuSign Envelope ID: 832D92FE-AF1B-410C-8E36-3CD2B0CB6DB3DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 i. Competitive Uses: Customer agrees that while this Agreement is in effect or while it has custody or possession of any property of FASTER, it will not directly or indirectly lease, license, sell, offer, negotiate, or contract to provide any software similar to that supplied hereunder to any third party, but this clause shall not be construed to prohibit Customer from acquiring, for its own use, software from third parties. Customer agrees that while this Agreement is in effect, or while it has custody or possession of any property of FASTER, it will not: 1. Copy or duplicate, or permit anyone else to copy or duplicate, any physical or electronic version of the programs, databases, documentation, or information furnished by FASTER. 2. Create or attempt to create, or permit others to create or attempt to create, by reverse engineering or object program or otherwise, the source programs, or any part thereof, from the object program or from other information made available under this Agreement or otherwise, (whether oral, written, tangible, or intangible). Customer may copy for its own use, and at its own expense, documentation and any other materials provided by FASTER. 3. Modify or permit others to modify the system’s database structure. Any such modifications may void FASTER’s warranties and FASTER’s obligation to provide Software Upgrades and Support pursuant to Schedule B. ii. Demonstrations. Due to the proprietary nature of FASTER’s Fleet Management System, Customer agrees not to demonstrate or show this system to any competitors, or consultants that work with competitors, of FASTER. c. Transfer/Expansion of Rights The Customer’s rights to use the programs, documentation, and other materials supplied by FASTER under this Agreement shall not be assigned, licensed, or transferred to a successor, affiliate or any other person, firm, corporation, or organization voluntarily, by operation or law, or in any other manner without the prior written consent of FASTER, which shall not be unreasonably withheld. d. Remedies If Customer attempts to use, copy, license, or convey the items supplied by FASTER hereunder in a manner contrary to the terms of this Agreement or in competition with FASTER or in derogation of FASTER’s proprietary rights, whether these rights are explicitly herein stated, determined by law, or otherwise, FASTER may, in addition to other remedies available to it, seek equitable relief enjoining such action. e. Binding Effect & Definitions The Customer agrees that this Agreement binds the named Customer and each of its employees, agents, representatives, and persons associated with it. This Agreement further binds each affiliated organization and any person, firm, corporation, or other organization with which the Customer may enter a joint venture or other cooperative enterprise. The term employee means individual on whose behalf the Customer withholds income taxes or makes contributions under the federal insurance contributions act or similar statutes in other nations. 5. Exclusion of Incidental, Consequential and Certain Other Damages Neither FASTER nor its suppliers shall be liable for any special, incidental, indirect, punitive or consequential damages arising out of the use of or inability to use the FASTER components or the support services, or the provision of or failure to provide support services under this Agreement. DocuSign Envelope ID: 832D92FE-AF1B-410C-8E36-3CD2B0CB6DB3DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 6. Limitation of Liability Customer agrees that FASTER’s liability to Customer or any third party due to negligent professional acts, errors or omissions or breach of contract by FASTER will be limited to an aggregate of FASTER’s total fee. 7. Confidential Information “Confidential Information” means the Services, any software provided by FASTER to Customer under this Agreement, the logon identifiers and passwords provided to Customer and its Authorized Users, materials marked confidential by Customer or FASTER and any other information conveyed under this Agreement in writing or orally that is designated confidential or by the circumstances in which it is provided. Each party acknowledges and agrees that: (a) the Confidential Information constitutes trade secrets of the party owning such Confidential Information; (b) it will use Confidential Information of the other party solely in accordance with the provisions of this Agreement; and (c) it will not disclose, or permit to be disclosed, the Confidential Information of the other party to any third party without the disclosing party’s prior written consent. Each party will take all reasonable precautions necessary to safeguard the confidentiality of the other party’s Confidential Information including, at a minimum, those precautions taken by a party to protect its own Confidential Information of a similar nature, which will in no event be less than a reasonable degree of care. Confidential Information will not include information that is: (a) publicly available through no fault of the receiving party; (b) already in the other party’s possession and not subject to a confidentiality obligation; (c) obtained by the other party from any source without breach of any obligation of confidentiality; or (d) independently developed by the other party without reference to the disclosing party’s Confidential Information. Either party may disclose such Confidential Information as is required to be disclosed by order of a court or other governmental entity; provided reasonable notice is given to the party owning such Confidential Information so that such party may challenge the disclosure or obtain a protective order or other equitable relief. The obligations in this section as to Confidential Information shall continue for a period of five years following termination of this Agreement. 8. Term and Termination The initial term of this Agreement shall be for one year from the Effective Date. After expiration of the initial term, Customer’s Services included in this Agreement shall automatically renew for successive one‐year periods (the initial term and each renewal term, a “Term”) unless either party provides written notice of non‐renewal at least 60 days prior to commencement of the applicable renewal term. The costs for Services in this agreement will increase by 3% (three percent) each year. The parties will work in good faith to allow for each party to unwind this relationship if termination occurs. a. Termination by FASTER FASTER shall have the right, upon notice to Customer, to terminate this Agreement if: (a) Customer fails to pay FASTER any amount due hereunder and such failure to pay is not cured within 30 days following FASTER’s notice to Customer of such breach; (b) Customer materially breaches any term or condition of this Agreement, provided such breach is not cured by Customer within 30 days following FASTER’s notice to Customer of such breach; or (c) Customer (i) terminates or suspends its business activities; (ii) makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority; or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes. b. Termination by Customer Customer will have the right, upon notice to FASTER, to terminate this Agreement if (a) FASTER is in material breach of this Agreement and FASTER fails to remedy such material breach within 30 days of its receipt of such notice; (b) as provided by Section 3(a) of Schedule B; (c) FASTER (i) terminates or suspends its business DocuSign Envelope ID: 832D92FE-AF1B-410C-8E36-3CD2B0CB6DB3DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 activities; (ii) makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority; or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes. 9. General a. Agreement Modifications This Agreement can be modified only by a written agreement duly executed by persons authorized to sign agreements on behalf of Customer and of FASTER. Any variance from the terms and conditions of this Agreement in any order or other written notification from the Customer will be of no effect. b. Entire Agreement This Agreement constitutes the entire agreement among the parties, and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding on any party except to the extent incorporated in this Agreement. c. No Other Warranties outside of this Agreement EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, FASTER DISCLAIMS ALL WARRANTIES WITH REGARD TO THE FASTER PRODUCT SOLD HEREUNDER, INCLUDING ALL IMPLIED WARRANTIES OF MARKETABILITY AND FITNESS AND ALL OBLIGATIONS OR LIABILITIES ON THE PART OF FASTER FOR DAMAGES INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THE USE OR PERFORMANCE OF THE SYSTEM. d. Severability If any provision or provisions of this Agreement shall be held to be invalid, illegal, or non‐enforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. e. Force Majeure Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if the delay or default is caused by conditions beyond its control including, but not limited to, Acts of God, Government restrictions, wars, insurrections and or any other causes beyond the reasonable control of the party whose performance is affected. f. Limitation Period (3 years) No action, regardless of form, arising out of this Agreement may be brought by either party more than three (3) years after the cause of action has arisen, or, in the case of non‐payment, more than three (3) years from the date of the last payment. g. Public Agencies With FASTER’s approval, this Agreement may be extended for use by other municipalities and government agencies of any state. Any such usage by other municipalities and government agencies must be in accord with the ordinance, charter, and/or rules and regulations of the respective political entity. Special discount/s provided to Customer will not necessarily apply to other customers. Customer does not accept any responsibility or involvement in the purchase orders or contracts issued by other public agencies. DocuSign Envelope ID: 832D92FE-AF1B-410C-8E36-3CD2B0CB6DB3DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 h. Governing Law This Agreement will be governed by the laws of the State of Virginia. The Customer acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions. Further, the Customer agrees that it is the complete and exclusive statement of the agreement between the parties, which supersedes all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this Agreement. AGREED TO: (Customer name): TT FASTER LLC DBA FASTER Asset Solutions: By: By: Title: Title: Date: Date: DocuSign Envelope ID: 832D92FE-AF1B-410C-8E36-3CD2B0CB6DB3DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 Certificate Of Completion Envelope Id: 832D92FEAF1B410C8E363CD2B0CB6DB3 Status: Completed Subject: Complete with DocuSign: MPA 2215 LOC and Faster FINAL.pdf Source Envelope: Document Pages: 23 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 0 Marshall Stiles AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 17930 International Boulevard Suite 900 SeaTac, WA 98188 marshall.stiles@mynpp.com IP Address: 66.212.64.166 Record Tracking Status: Original 1/4/2023 11:37:45 AM Holder: Marshall Stiles marshall.stiles@mynpp.com Location: DocuSign Signer Events Signature Timestamp Mitchel Skyer Mitch.S@FasterAsset.com President FASTER Asset Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 99.99.42.5 Sent: 1/4/2023 11:40:05 AM Viewed: 1/4/2023 12:02:04 PM Signed: 1/4/2023 12:02:20 PM Electronic Record and Signature Disclosure: Accepted: 1/4/2023 12:00:57 PM ID: 0a6bd920-893d-45d5-b267-05c53573b074 Patty Mulvihull pmulvihill@orcities.org Executive Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 65.152.168.162 Sent: 1/5/2023 11:14:55 AM Viewed: 1/6/2023 7:22:39 AM Signed: 1/6/2023 7:22:50 AM Electronic Record and Signature Disclosure: Accepted: 1/6/2023 7:22:39 AM ID: 531c27cf-2447-4f33-8c8c-f8827551b0ba 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 Marshall Stiles marshall.stiles@mynpp.com Contract Administrator NPP & NPPGov Security Level: Email, Account Authentication (None) Using IP Address: 4.79.109.94 Sent: 1/4/2023 12:02:22 PM Viewed: 1/5/2023 11:14:54 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/4/2023 11:40:05 AM Certified Delivered Security Checked 1/6/2023 7:22:39 AM Signing Complete Security Checked 1/6/2023 7:22:50 AM Completed Security Checked 1/6/2023 7:22:50 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, National Purchasing Partners (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents 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 copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you 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. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. 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. Further, you will no longer be able to use the DocuSign system 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 Electronic Record and Signature Disclosure created on: 12/29/2020 5:54:29 AM Parties agreed to: Mitchel Skyer, Patty Mulvihull DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, 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 National Purchasing Partners: 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: marshall.stiles@mynpp.com To advise National Purchasing Partners of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at bruce.busch@mynpp.com and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from National Purchasing Partners To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to marshall.stiles@mynpp.com and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with National Purchasing Partners To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858 i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to marshall.stiles@mynpp.com and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that: You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify National Purchasing Partners as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by National Purchasing Partners during the course of your relationship with National Purchasing Partners. DocuSign Envelope ID: D2A30261-E795-4A18-8AA7-53FD20558858