R2023-144 Resolution Authorizing Approval of Master Contract, Addendums to the Master Contract Between the State of Washington and Gillig, LLC with Additional State of Illinois Clauses Permitting the City of Decatur to Purchase E-Gen Flex

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G. Enterprise Services maintains procurement and contract records pertaining to the Contract including the Competitive Solicitation, Bid Tab, Bidder Profiles, and resulting Contracts. In addition, Enterprise Services Transit Buses website identifies the various awarded contractors. H. The purpose of this Agreement is to enable the Authorized Purchasing Entity to utilize the above referenced Contract consistent with the terms thereof and the terms and conditions set forth herein. AGREEMENT NOW THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein,the parties hereto hereby agree as follows: 1. TERM. Upon execution, this Cooperative Purchasing Agreement shall continue for the term of the applicable Contract, as amended or extended; Provided, however, that, upon written notice to Enterprise Services, Purchasing Entity may terminate its participation in this Cooperative Purchasing Agreement and its ability to utilize the above-referenced Contract. 2. AUTHORIZATION TO UTILIZE THE CONTRACT. Consistent with the terms and conditions of the Contract and Purchasing Entity's applicable procurement law, Purchasing Entity is authorized to utilize the above- referenced Contract as a procurement solution. The State of Washington makes no representation or warranty regarding Purchasing Entity's governing law or whether the Contract is an appropriate procurement solution for Purchasing Entity. 3. CONTRACTOR CONSENT. Consistent with its applicable procurement authority, Purchasing Entity may propose and negotiate jurisdiction-specific terms with the applicable awarded Contractor to meet Purchasing Entity's needs; Provided, however, that any such jurisdiction-specific modifications are subject to agreement with the applicable awarded Contractor. Under no circumstances, however, will Purchasing Entity's jurisdiction-specific modifications change or modify the Contract obligations between the State of Washington and the applicable awarded Contractor. Upon execution of Purchasing Entity's agreement with the applicable awarded Contractor, Purchasing Entity shall provide a copy of the same to Enterprise Services prior to making any purchases under the Contract. 4. VENDOR MANAGEMENT FEE. The Vendor Management Fee set forth in the Contract shall be paid by the applicable Contractor to Enterprise Services on all applicable purchases. In no event shall Purchasing Entity modify, waive, or terminate the Vendor Management Fee. Any such modification, waiver, or termination of the Vendor Management Fee shall be deemed a material breach of this Agreement and shall terminate the Agreement; and, in the event Purchasing Entity attempts to modify,waive,or terminate the Vendor Management Fee,Purchasing Entity shall,by such act,agree to notify Enterprise Services of the same and to pay to Enterprise Services, within thirty (30) days, the equivalent of the otherwise applicable Vendor Management Fee. 5. ACCURATE PURCHASES. Purchasing Entity shall make orders within the scope of the Contract. Any purchases outside of the scope of the Contract shall constitute a breach of this Agreement. IN the event of such breach, Enterprise Services may terminate this Agreement, including the authorization for any purchases by Purchasing Entity under the Contract. Purchasing Entity represents and warrants that it shall use reasonable, good faith efforts to assist the Contractor in obtaining and reporting to Enterprise Services accurate purchases under the Contract for purposes of the applicable Vendor Management Fee. WASHINGTON STATE TRANSIT BUSES COOPERATIVE PURCHASING AGREEMENT PAGE 2 (Rev 2021-10-01)