Caterpillar-Fabick PA signed.pdf

Participating Addendum Number 505ENT-O24-CONSTEQUIP-01 for

HEAVY CONSTRUCTION & INDUSTRIAL EQUIPMENT

between

STATE OF WISCONSIN

and

CATERPILLAR INC.

This Participating Addendum is entered into by State of Wisconsin (“Participating Entity”) and the following Contractor (each a “Party” and collectively the “Parties”) for the purpose of participating in NASPO ValuePoint Master Agreement Number OK-SW-192-200, executed by Contractor and the State of Oklahoma for Heavy Construction & Industrial Equipment (“Master Agreement”):

Caterpillar Inc. (“Contractor”) 5205 N. O’Connor Blvd., Ste. 100 Irving, TX 75039

I. PARTICIPATING ADDENDUM CONTACTS.

Contractor’s contact for this Participating Addendum is:

Lynsey Stoick Caterpillar Governmental Team Stoick_lynsey_M@cat.com 309-273-9555

Participating Entity’s contact for this Participating Addendum is:

Ron Hooker Procurement Specialist 101 E Wilson St, Madison, WI 608-266-9872

II. TERM. This Participating Addendum is effective as of the date of the last signature below or 03/06/2024, whichever is later, and will terminate upon termination of the Master Agreement, as amended, unless the Participating Addendum is terminated sooner in accordance with the terms set forth herein.

III. PARTICIPATION AND USAGE This Participating Addendum may be used by all state agencies, institutions of higher education, cities, counties, districts, and other political subdivisions of the state, and nonprofit organizations within the state if authorized herein and by law. Participating Entity has sole authority to determine which entities are eligible to use this Participating Addendum. If Contractor becomes aware that an entity’s use of this Participating Addendum is not authorized, Contractor will notify NASPO ValuePoint to initiate outreach to the appropriate parties.

IV. GOVERNING LAW. The construction and effect of this Participating Addendum and any Orders placed hereunder will be governed by, and construed in accordance with, Participating Entity’s laws.

V. SCOPE. Except as otherwise stated herein, this Participating Addendum incorporates the scope, pricing, terms, and conditions of the Master Agreement and the rights and obligations set forth therein as applied to the Contractor and Participating Entity and Purchasing Entities.

a. Services. All services available through the Master Agreement may be offered and sold by Contractor to Purchasing Entities.

b. Equipment Leasing.

c. Equipment Trade-in Program.

d. Contractor Partners. All subcontractors, dealers, distributors, resellers, and other partners identified on

Contractor’s NASPO ValuePoint webpage as authorized to provide Products and Services to Participating Entity may provide Products and Services to users of this Participating Addendum. Contractor will ensure that the participation of Contractor’s subcontractors, dealers, distributors, resellers, and other partners is in

Docusign Envelope ID: 38256F22-23AC-4A96-A2D6-11FF120F2DBFDocusign Envelope ID: 4887BB80-B603-47D3-9CFA-7E56D20E520E

Participating Addendum Number 505ENT-O24-CONSTEQUIP-01 for

HEAVY CONSTRUCTION & INDUSTRIAL EQUIPMENT

Between State of Wisconsin and Caterpillar Inc.

accordance with the terms and conditions set forth in the Master Agreement and in this Participating Addendum. Any amendment to the Master Agreement shall be deemed incorporated into this Participating Addendum unless the amendment is rejected by the Participating Entity in writing to Contractor within ten (10) calendar days of the amendment’s effective date and is documented thereafter via written amendment hereto.

Any conflict between this Participating Addendum and the Master Agreement will be resolved in favor of the Participating Addendum.

VI. ORDERS. Purchasing Entities may place orders under this Participating Addendum by referencing the

Participating Addendum Number on an Order. Each Order placed under this Participating Addendum is subject to the pricing and terms set forth herein and in the Master Agreement, including applicable discounts, reporting requirements, and payment of administrative fees to NASPO ValuePoint and Participating Entity, if applicable.

VII. PARTICIPATING ENTITY REPORTING REQUIREMENTS AND ADMINISTRATIVE FEE

See Wisconsin Attachment A

VIII. FEDERAL FUNDING REQUIREMENTS. Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. When applicable, a Purchasing Entity will identify in the Order any alternative or additional requirements related to the use of federal funds. By accepting the Order, Contractor agrees to comply with the requirements set forth therein.

IX. INFORMATION TECHNOLOGY SECURITY STANDARDS.

X. ATTACHMENTS. This Participating Addendum includes the following attachments:

a. Wisconsin Attachment A: Participating Entity Modifications and Additions to Master Agreement Terms and Conditions

XI. NOTICE. Any notice required herein shall be sent to the following:

For Contractor:

Lynsey Stoick Caterpillar Governmental Team Stoick_lynsey_M@cat.com 309-273-9555

For Participating Entity:

Ron Hooker Procurement Specialist 101 E Wilson St, Madison, WI 608-266-9872

XII. SUBMISSION OF PARTICIPATING ADDENDUM TO NASPO VALUEPOINT. Upon execution, Contractor shall email a copy of this Participating Addendum and any amendments hereto to NASPO ValuePoint at pa@naspovaluepoint.org. While Participating Entity will maintain the official record of this Participating Addendum, the Parties agree that this Participating Addendum, as amended, may be published on the NASPO ValuePoint website.

SIGNATURE

The undersigned for each Party represents and warrants that this Participating Addendum is a valid and legal agreement binding on the Party and enforceable in accordance with the Participating Addendum’s terms and that the undersigned is duly authorized and has legal capacity to execute and deliver this Participating Addendum and bind the Party hereto.

Docusign Envelope ID: 38256F22-23AC-4A96-A2D6-11FF120F2DBFDocusign Envelope ID: 4887BB80-B603-47D3-9CFA-7E56D20E520E

Participating Addendum Number 505ENT-O24-CONSTEQUIP-01 for

HEAVY CONSTRUCTION & INDUSTRIAL EQUIPMENT

Between State of Wisconsin and Caterpillar Inc.

IN WITNESS WHEREOF, the Parties have executed this Participating Addendum.

CONTRACTOR: PARTICIPATING ENTITY:

Signature Signature

Hans Ritter Printed Name Printed Name

VP of Marketing & Sales Title Title

Date Date

Docusign Envelope ID: 38256F22-23AC-4A96-A2D6-11FF120F2DBF

10/3/2024

Docusign Envelope ID: 4887BB80-B603-47D3-9CFA-7E56D20E520E

Cheryl Edgington

10/23/2024 | 8:22 AM CDT

Bureau Director

Attachment A

State of Wisconsin

1. Wisconsin Contract Number is 505ENT-O24-CONSTREQUIP-01.

2. The State of Wisconsin Standard Terms and Conditions (DOA-3054A, revised

R03/2019) as attached become part of this Participating Addendum. (Attachment 1).

3. The State of Wisconsin’s Participating Addendum will be governed by the Master

Agreement and the State of Wisconsin’s additional terms and conditions.

4. The State of Wisconsin Standard Terms and Conditions shall prevail if there is a conflict between Wisconsin’s and NASPO ValuePoint’s Terms and Conditions.

5. The Contractor must sign and include the Cooperative Purchasing Agreement

(DOA-3333, revised R05/2015) to allow municipalities, as defined on the Agreement, to purchase through this addendum. (Attachment 2)

6. Contractor must submit, on a quarterly basis, an itemized purchasing activity report that captures the Participating State’s equipment purchases within the quarter.

The report must include, at a minimum, Order date, Order Number/Purchase Order Number, Name of the purchasing entity, Manufacturer Part Number, Item Description, Unit of Measure, Quantity Ordered, Unit List Price, Extended List Price, Unit Contract Price, Extended Contract Price, Additional Shipping/Delivery costs if applicable. Additional lines at the end of the report will detail each quarter and year to date total contract spend.

The activity report is due no later than 30 calendar days after the end of each quarter from the start of the contract date (see below).

Quarter 1: January 1 through March 31 (Due on or before April 30) Quarter 2: April 1 through June 30 (Due on or before July 30) Quarter 3: July 1 through September 31 (Due on or before October 30) Quarter 4: October 1 through December 31 (Due on or before January 30) Reports must be emailed to State of Wisconsin, Dept. of Enterprise Operations, Attn: Ron Hooker at Ronald.Hooker1@wisconsin.gov ; DOA Contract Usage Reporting at do ae scon tract usage rep o rting @wisco n sin .g ov

7. The State of Wisconsin, Department of Administration may terminate this contract at any time upon 30-day prior written notice. Upon termination or other expiration of this contract, each party shall assist the other party in orderly termination of the contract and the transfer of all assets, tangible and intangible, as may facilitate the orderly, nondisrupted business continuation of each party. This provision shall not relieve the contractor of the obligation to perform under any purchase order or other similar ordering document executed prior to termination becoming effective.

8. This Participating Addendum shall be effective upon approval by Wisconsin’s

Department of Administration and shall continue until the end of the NASPO ValuePoint contract unless terminated early in accordance with the terms and conditions of the NASPO ValuePoint contract or this Participating Addendum.

Docusign Envelope ID: 38256F22-23AC-4A96-A2D6-11FF120F2DBFDocusign Envelope ID: 4887BB80-B603-47D3-9CFA-7E56D20E520E

Wisconsin Department of Administration Chs. 16, 51 Wis. Stats.

DOA-3054A (R 03/2019) STATE OF WISCONSIN

STANDARD TERMS AND CONDITIONS

Attachment 1

ANTITRUST ASSIGNMENT: The contractor and the State of Wisconsin recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the State of Wisconsin (purchaser). Therefore, the contractor hereby assigns to the State of Wisconsin any and all claims for such overcharges as to goods, materials or services purchased in connection with this contract.

APPLICABLE LAW AND COMPLIANCE: This contract shall be governed under the laws of the State of Wisconsin. The contractor shall at all times comply with and observe all federal and state laws, local laws, ordinances, and regulations which are in effect during the period of this contract and which in any manner affect the work or its conduct. The State of Wisconsin reserves the right to cancel this contract if the contractor fails to follow the requirements of s. 77.66, Wis. Stats. and related statutes regarding certification for collection of sales and use tax. The State of Wisconsin also reserves the right to cancel this contract with any federally debarred contractor or a contractor that is presently identified on the list of parties excluded from federal procurement and non-procurement contracts.

CANCELLATION: The State of Wisconsin reserves the right to cancel any contract in whole or in part without penalty due to nonappropriation of funds or for failure of the contractor to comply with terms, conditions, and specifications of this contract.

WORK CENTER CRITERIA: A work center must be certified under s.16.752, Wis. Stats., and must ensure that when engaged in the production of materials, supplies or equipment or the performance of contractual services, not less than seventy-five percent (75%) of the total hours of direct labor are performed by severely handicapped.

INSURANCE RESPONSIBILITY: The contractor performing services for the State of Wisconsin shall:

Maintain worker's compensation insurance as required by Wisconsin Statutes, for all employees engaged in the work.

Maintain commercial liability, bodily injury and property damage insurance against any claim(s) which might occur in carrying out this agreement/contract. Minimum coverage shall be one million ($1,000,000) liability for bodily injury and property damage including products liability and completed operations. Provide motor vehicle insurance for all owned, non-owned and hired vehicles that are used in carrying out this contract. Minimum coverage shall be one million ($1,000,000) per occurrence combined single limit for automobile liability and property damage.

The state reserves the right to require higher or lower limits where warranted.

NONDISCRIMINATION / AFFIRMATIVE ACTION: In connection with the performance of work under this contract, the contractor agrees not to discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, developmental disability as defined in s.51.01(5), Wis. Stats., sexual orientation as defined in s.111.32(13m), Wis. Stats., or national origin. This provision shall include, but not be 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.

Except with respect to sexual orientation, the contractor further agrees to take affirmative action to ensure equal employment opportunities.

Contracts estimated to be over fifty thousand dollars ($50,000) require the submission of a written affirmative action plan by the contractor. An exemption occurs from this requirement if the contractor has a workforce of less than fifty (50) employees. Within fifteen (15) working days after the contract is awarded, the contractor must submit the plan to the contracting state agency for approval. Instructions on preparing the plan and technical assistance regarding this clause are available from the contracting state agency.

The contractor agrees to post in conspicuous places, available for employees and applicants for employment, a notice to be provided by the contracting state agency that sets forth the provisions of the State of Wisconsin's nondiscrimination law.

Failure to comply with the conditions of this clause may result in the contractor's becoming declared an "ineligible" contractor, termination of the contract, or withholding of payment.

Pursuant to 2019 Wisconsin Executive Order 1, contractor agrees it will hire only on the basis of merit and will not discriminate against any persons performing a contract, subcontract or grant because of military or veteran status, gender identity or expression, marital or familial status, genetic information or political affiliation.

Pursuant to s. 16.75(10p), Wis. Stats., contractor agrees it is not, and will not for the duration of the contract, engage in a prohibited boycott of the State of Israel as defined in s. 20.931(1)(b). State agencies and authorities may not execute a contract and reserve the right to terminate an existing contract with a company that is not compliant with this provision. This provision applies to contracts valued $100,000 or over.

PATENT INFRINGEMENT: The contractor selling to the State of Wisconsin the articles described herein guarantees the articles were manufactured or produced in accordance with applicable federal labor laws. Further, that the sale or use of the articles described herein will not infringe any United States patent. The contractor covenants that it will at its own expense defend every suit which shall be brought against the State of Wisconsin (provided that such contractor is promptly notified of such suit, and all papers therein are delivered to it) for any alleged infringement of any patent by reason of the sale or use of such articles, and agrees that it will pay all costs, damages, and profits recoverable in any such suit.

PAYMENT TERMS AND INVOICING: The State of Wisconsin normally will pay properly submitted vendor invoices within thirty (30) days of receipt providing goods and/or services have been delivered, installed (if required), and accepted as specified.

Invoices presented for payment must be submitted in accordance with instructions contained on the purchase order including reference to purchase order number and submittal to the correct address for processing.

A good faith dispute creates an exception to prompt payment.

PUBLIC RECORDS. Upon receipt of notice from the State of Wisconsin of a public records request for records produced or collected under this contract, the contractor shall provide the requested records to the contracting agency in order to ensure compliance with s. 19.36(3), Wis. Stats. Effective August 2016, the contractor, following final payment, shall retain all records produced or collected under this contract for six (6) years.

REFUND OF CREDITS: The contractor agrees to pay the state within 60 days, at the state's request, any credits resulting from the order which the state determines cannot be applied to future invoices.

TAXES: The State of Wisconsin, including all its agencies, is required to pay the Wisconsin excise or occupation tax on its purchase of beer, liquor, wine, cigarettes, tobacco products, motor vehicle fuel and general aviation fuel.

However, it is exempt from payment of Wisconsin sales or use tax on its purchases. The State of Wisconsin may be subject to other states' taxes on its purchases in that state depending on the laws of that state. Contractors performing construction activities are required to pay state use tax on the cost of materials.

TERMS AND CONDITIONS: The Standard Terms and Conditions (DOA- 3054) or the Standard Terms and Conditions for State of Wisconsin Printing (DOA-3604) shall apply to all orders. Copies of these terms and conditions are available upon request from the State Bureau of Procurement.

VENDOR TAX DELINQUENCY: Vendors who have a delinquent Wisconsin tax liability may have their payments offset by the State of Wisconsin.

Docusign Envelope ID: 38256F22-23AC-4A96-A2D6-11FF120F2DBFDocusign Envelope ID: 4887BB80-B603-47D3-9CFA-7E56D20E520E

Attachment 2 State of Wisconsin Department of Administration Division of Enterprise Operations DOA-3333 (R05/2015)

Vendor Agreement Wisconsin’s Cooperative Purchasing Service

State Bureau of Procurement 101 East Wilson Street, 6th Floor

Post Office Box 7867 Madison, WI 53707-7867

FAX (608) 267-0600

http://vendornet.state.wi.u s

Wisconsin statutes (s. 16.73, Wis. Stats.) establish authority to allow Wisconsin municipalities to purchase from state contracts.

Participating in the service gives vendors opportunities for additional sales without additional bidding. Municipalities use the service to expedite purchases. A "municipality" is defined as any county, city, village, town, school district, board of school directors, sewer district, drainage district, vocational, technical and adult education district, or any other public body having the authority to award public contracts (s. 16.70(8), Wis. Stats.). Federally recognized Indian tribes and bands in this state may participate in cooperative purchasing with the state or any municipality under ss. 66.0301(1) and (2), Wis.Stats.

Interested municipalities:

• will contact the contractor directly to place orders referencing the state agency contract number; and

• are responsible for receipt, acceptance, inspection of commodities directly from the contractor, and making payment directly to the contractor.

The State of Wisconsin is not a party to these purchases or any dispute arising from these purchases and is not liable for delivery or payment of any of these purchases.

The State of Wisconsin will determine the contractor’s participation by checking a box below.

MANDATORY: Bidders/Proposers must agree to furnish the commodities or services of this bid/proposal to Wisconsin municipalities. Vendors should note any special conditions below.

OPTIONAL: Bidders/Proposers may or may not agree to furnish the commodities or services of this bid/proposal to Wisconsin municipalities. A vendor’s decision on participating in this service has no effect on awarding this contract.

A vendor in the service may specify minimum order sizes by volume or dollar amount, additional charges beyond normal delivery areas, or other minimal changes for municipalities.

Vendor: please check one of the following boxes in response.

I Agree to furnish the commodities or services of this bid/proposal to Wisconsin municipalities with any special conditions noted below.

I Do Not Agree to furnish the commodities or services to Wisconsin municipalities.

Special Conditions (if applicable):

Signature Date (mm/dd/ccyy)

Name (Type or Print) Hans Ritter

Title VP of Marketing & Sales

Company Caterpillar Inc.

Telephone

(309) 675-1000

Address (Street) 5205 N. O’Connor Blvd., Ste. 100

City Irving

State

TX

ZIP + 4

75039

Commodity/Service Request for Bid/Proposal Number

This document can be made available in alternate formats to individuals with disabilities upon request.

Docusign Envelope ID: 38256F22-23AC-4A96-A2D6-11FF120F2DBF

10/3/2024

Docusign Envelope ID: 4887BB80-B603-47D3-9CFA-7E56D20E520E

ASSIGNMENT AND CONSENT TO ASSIGNMENT AGREEMENT

This Assignment and Consent to Assignment Agreement (the “Assignment”) is made and entered into effective as of September 23, 2024 (the “Effective Date”) by and between the state of Oklahoma, as the Lead State under the Oklahoma NASPO Valuepoint Master Agreement No. OK-SW-192-200 (“Lead State”), the state of Wisconsin under the Participating Addendum to the NASPO Valuepoint Master Agreement No. OK-SW-192-200 (“Participating State”), Caterpillar Inc. (“Assignor”), and Fabick Cat.

(“Assignee”).

WHEREAS, Caterpillar and the State of Oklahoma executed the NASPO Valuepoint Master Agreement No. OK-SW-192-200 on or about March 6th, 2024 (the “Master Agreement”);

WHEREAS, the State of Oklahoma is the Lead State on the Master Agreement and Section 14.3

Assignment/Subcontracts only permits Caterpillar to assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under the Master Agreement with the written consent of the Lead State;

WHEREAS, Fabick Cat is the authorized Caterpillar dealer for the state of Wisconsin;

WHEREAS, Assignor desires to assign all its rights, interests, duties, liabilities, responsibilities and obligations under the Participating Addendum to Assignees;

WHEREAS, Assignees agree to accept the assignment of all the rights, interests, duties, liabilities, responsibilities and obligations from Assignor of the Participating Addendum and the Master Agreement as applied to the Participating Addendum;

WHEREAS, pursuant to the Master Agreement, Assignor must receive the Lead State’s prior written consent to assign rights under the Master Agreement;

WHEREAS, pursuant to the Participating Addendum, Assignor must receive the Participating

State’s prior written consent to assign the Participating Addendum;

WHEREAS, Wisconsin as the Participating State under the Participating Addendum consents to the assignment of the rights, interests, duties, liabilities, responsibilities and obligations of the Participating Addendum from Assignor to Assignees as set forth in this Assignment;

NOW, THEREFORE, intending to be legally bound and for good and valuable consideration, the parties agree as follows:

1. Assignor and Assignees each represent that this Assignment is for all of Assignor’s rights, interests, duties, liabilities, responsibilities and obligations under the Participating Addendum.

2. Assignees assume all rights, interests, duties, liabilities, responsibilities and obligations under the Participating Addendum as of the Effective Date. Assignees hereby accept all the terms and conditions of the Participating Addendum and consent to be bound by such terms and conditions.

Docusign Envelope ID: 38256F22-23AC-4A96-A2D6-11FF120F2DBFDocusign Envelope ID: 4887BB80-B603-47D3-9CFA-7E56D20E520E

3. Participating State hereby acknowledge and consent to the assignment of the Participating Addendum from Assignor to Assignees as set forth herein.

4. Assignor, Assignees, and Participating State hereby agree that by executing this Assignment, the parties accept the terms and conditions of this Assignment.

5. The notice addresses for Assignees for purposes of the Agreement is as follows:

Name: Fabick Cat Address: One Fabick Drive Fenton, MO 63026 Phone:

6. This Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

7. This Assignment shall be construed, performed and enforced in accordance with, and governed by, the laws of the State of Wisconsin (without giving effect to the principles of conflicts of law thereof).

8. All capitalized terms used in this Assignment that are not otherwise defined herein shall have the respective meanings ascribed to such terms in the Master Agreement or the Participating Addendum, as appropriate. Except as specifically modified herein, the Master Agreement and Participating Addendum remains in full force and effect. This Assignment may be executed in any number of counterparts, all of which when taken together shall constitute one and the same document, and each party hereto may execute this Assignment by signing any of such counterparts.

Signature Page to Follow

Docusign Envelope ID: 38256F22-23AC-4A96-A2D6-11FF120F2DBFDocusign Envelope ID: 4887BB80-B603-47D3-9CFA-7E56D20E520E

IN WITNESS WHEREOF, the parties have executed this Assignment by their duly authorized representatives, to be effective as of the Effective Date.

STATE OF WISCONSIN (“PARTICIPATING STATE”)

By: ____________________________________

Name: ____________________________________

Title: ____________________________________

CATERPILLAR INC. (“ASSIGNOR”)

Name: Hans Ritter

Title: VP of Marketing & Sales

FABICK CAT (“ASSIGNEE”)

Name: Tim Fritz

Title: VP of Sales

Docusign Envelope ID: 38256F22-23AC-4A96-A2D6-11FF120F2DBFDocusign Envelope ID: 4887BB80-B603-47D3-9CFA-7E56D20E520E

Cheryl Edgington

Bureau Director