Lakeside_International_MD-HD_Chassis_Contract_-_505ENT-M23-MDHDCHASSIS-03.pdf

State of Wisconsin MY2023 or Newer Medium and Heavy Duty Chassis' - Classes 6 and Larger

Contract #505ENT-M23-MDHDChassis-03

BETWEEN

THE STATE OF WISCONSIN,

Department of Administration

AND

LAKESIDE INTERNATIONAL TRUCKS, LLC

This Contract is between the State of Wisconsin as represented by its Department of Administration and Lakeside International Trucks, LLC.

This Contract and the following documents incorporated by reference into the Contract constitute the entire agreement of the parties and supersedes all prior communications, representations or agreements between the parties, whether oral or written. This Contract may not be modified or amended except by mutual agreement of both parties in writing. Any conflict or inconsistency will be resolved by giving precedence in the following descending order:

a. The terms of this Contract.

b. The terms of RFB # 28374, including any amendments thereto.

c. The terms of Contractor’s Proposal, including any exceptions to the RFB # 28374 if accepted by the State in writing.

The State of Wisconsin’s requirements are provided in its Request for Bid RFB #28374 including any amendments thereto, and Contractor’s response, as, accepted by the State.

IN WITNESS WHEREOF, the Parties hereto by their duly authorized representatives have executed this Contract with full knowledge of and agreement with the terms and conditions of this Contract.

State of Wisconsin Contractor

Agency Name: Department of Administration Company Name:

Name: Name: ___________________________________

Signature Signature

Title: Title: _____________________________________

Date: ________________________________ Date: ____________________________________

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CFO

Lakeside international, LLC

James C. Daugherty

6/9/2022 | 5:02 AM PDT

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Chris Patton

6/14/2022 | 10:02 AM CDT

Deputy Secretary

STATE OF WISCONSIN COMMODITIES CONTRACT

1. DEFINITIONS. Words and terms shall be given their ordinary and usual meanings. Unless negotiated otherwise by the parties, where capitalized, the following words and terms shall have the meanings indicated. The meanings shall be applicable to the singular, plural, masculine, feminine and neuter of the words and terms.

“Acceptance” means a manifestation of assent by the State to the terms, Services, Goods or other items offered by the Contractor under the Contract after Inspection by the State.

“Agency” or “State Agency” means an office, department, agency, institution of higher education, association, society or other body in the State of Wisconsin government created or authorized to be created by the State Constitution or any law, which is entitled to expend moneys appropriated by law, including the legislature and the courts, but not including an authority, as defined in Wis. Stat.

s. 16.70(2).

“Business Day” means any day on which the Contracting Agency is open for business.

“Confidential Information” means all tangible and intangible information and materials being disclosed in connection with this Contract, in any form or medium without regard to whether the information is owned by the State or by a third party, which satisfies at least one of the following criteria: (i) Personally Identifiable Information; (ii) Proprietary Information; (iii) non-public information related to the State’s employees, customers, technology (including data bases, data processing and communications networking systems), schematics, specifications, and all information or materials derived therefrom or based thereon; or (iv) information expressly designated as confidential in writing by the State. Confidential Information includes all information that is restricted or prohibited from disclosure by state or federal law.

“Contracted Personnel” means a Contractor’s employees or other personnel (including officers, agents and Subcontractors) provided by the Contractor to render Services under this Contract.

“Contracting Agency” means the Agency entering into this Contract on behalf of the State.

“Day” means calendar day unless otherwise specified in this Contract.

“Default” means the omission or failure to perform a contractual duty or provide Goods or Services as contractually required.

“Goods” means articles of trade or items of merchandise, supplies, raw materials, or finished products, and may also include incidental or related Services as the situation may require.

“Inspection” means an examination of Goods provided under this Contract in order to determine their fitness for use

“Personally Identifiable Information” means an individual’s last name and the individual’s first name or first initial, in combination with and linked to any of the following elements, if that element is not publicly available information and is not encrypted, redacted, or altered in any manner that renders the element unreadable: (a) the individual’s Social Security number; (b) the individual’s driver’s license number or state identification number; (c) the number of the individual’s financial account, including a credit or debit card account number, or any security code, access code, or password that would permit access to the individual’s financial account; (d) the individual’s DNA profile; or (e) the individual’s unique biometric data, including fingerprint, voice print, retina or iris image, or any other unique physical representation, and any other information protected by state or federal law.

“Proprietary Information” means information, including a formula, pattern, compilation, program, device, method, technique or process to which all of the following apply:

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a. The information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.

b. The information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.

“Properly-submitted Invoice” is one that is submitted in accordance with instructions contained on the State’s Purchase Order, includes a reference to the proper Purchase Order number, and is submitted to the proper address for processing.

“Purchase Order” means the State’s standard document of a purchase of Goods or Services.

“Services” means all work performed, and labor, actions, recommendations, plans, research, customizations, modifications, documentation, and maintenance and support provided by the Contractor necessary to fulfill that which the Contractor is obligated to accomplish under this Contract.

“State” means the State of Wisconsin.

“Subcontract” means an agreement, written or oral, between the Contractor and any other party to fulfill the requirements and performance obligations of this Contract.

“Subcontractor” means an entity that enters into a Subcontract, with the Contractor for the purpose of delivering Goods or rendering Services to the State.

“Work Center” means a charitable organization or nonprofit institution which is licensed under s.

104.07 and incorporated in this State or a unit of county government which is operated for the purpose of carrying out a program of rehabilitation for severely handicapped individuals and for providing the individuals with remunerative employment or other occupational rehabilitating activity of an educational or therapeutic nature, and which is engaged in the production of materials, supplies or equipment or the performance of contractual services in connection with which not less than 75% of the total hours of direct labor are performed by severely handicapped individuals.

2. APPLICABLE LAW. This Contract shall be governed by the laws of the State of Wisconsin. Venue for any action brought under this Contract shall lie in Madison, Dane County, Wisconsin.

3. TERM. The initial term of this Contract shall be for one (1) year from the effective date.

4. TERMINATION FOR CAUSE. The State may terminate this Contract after providing the Contractor with thirty (30) Days written notice of the Contractor’s right to cure a failure of the Contractor to perform under the terms of this Contract.

The Contractor may terminate this Contract after providing the State with sixty (60) Days written notice of the State’s right to cure a failure of the State to perform under the terms of this Contract.

5. TERMINATION FOR CONVENIENCE. The State may terminate this Contract at any time, without cause, by providing a written notice to the other party at least thirty (30) Days in advance of the intended date of termination.

Contractor may terminate this Contract at any time, without cause, by providing a written notice to the other party at least sixty (60) Days in advance of the intended date of termination.

In the event of a termination for convenience, the Contractor shall be entitled to receive compensation for any completed or partially completed Services rendered or Goods provided under the Contract. Compensation for partially completed Services shall be no more than the percentage of completion of the Services requested, as determined by the State in its sole discretion, multiplied by the corresponding payment for completion of such Services as set forth in the Contract. Alternatively, at the sole discretion of the State, the Contractor may be compensated for the actual Service hours provided. The State shall be entitled to a refund for Goods or Services

DocuSign Envelope ID: 69CCD801-7EC4-4A90-957A-48725CDB79D2DocuSign Envelope ID: EABD4EBD-DC2F-49BD-8D0E-8B2915A12CA3 paid for but not received or implemented, such refund to be paid within 30 Days of written notice to the Contractor requesting the refund.

6. CONTRACT CANCELLATION:

(a) The State reserves the right to cancel this Contract in whole or in part without penalty, and without prior notice, if the Contractor:

Files a petition in bankruptcy, becomes insolvent, or otherwise takes action to dissolve as a legal entity

Makes an assignment for the benefit of creditors

Fails to maintain and keep in force all required insurance, permits and licenses as provided in this Contract;

Fails to maintain the confidentiality of the State’s information that is considered to be Confidential Information, or

Performs in a manner that threatens the health or safety of a State employee, citizen, or customer.

(b) The State reserves the right to cancel this Contract in whole or in part without penalty, with 30 days’ notice, if the Contractor:

Fails to follow the sales and use tax certification requirements of s. 77.66 of the Wisconsin Statutes;

Incurs a delinquent Wisconsin tax liability;

Fails to submit a non-discrimination or affirmative action plan as required herein.

Fails to follow the non-discrimination or affirmative action requirements of subch. II, Chapter 111 of the Wisconsin Statutes (Wisconsin’s Fair Employment Law); or

Becomes a state or federally debarred contractor.

7. POST CONTRACT OBLIGATIONS. Upon the termination of this Contract for any reason, or upon Contract expiration, each party shall be released from all obligations to the other party arising after the date of termination or expiration, except for those that by their terms survive such termination or expiration.

8. REQUESTING PRICE ADJUSTMENTS

In the event the Contractor’s cost to provide vehicles covered by this RFB decrease, it is the Contractor’s responsibility to inform the State, in writing, of the price decrease allowing the State to accurately adjust the contract price of that specific vehicle.

In the event the Contractor's cost to provide specific vehicles covered by this RFB increase due to manufacturer's mandated changes, the contract price(s) may, upon submission of written clarification from the Manufacturer verifying their increase will affect the State of Wisconsin’s vehicle pricing to the Contract Manager for review. The increase shall be submitted no later than 30 days before the effective date and precisely match the increase in cost to the Contractor. The burden of proof for all price increase requests fall solely on the Contractor. No increase or change in the Contractor's overhead, profit or other factors will be approved. It is the responsibility of the Contractor to prove no other increase has taken place. The State reserves the right to ask for invoices, published price lists, or any other evidence showing support for the proposed increase.

The State reserves the right to accept or reject any price increase request. If the State and Contractor are unable to reach an agreement regarding price increases, either party may terminate the contract according to the terms stated in Item 5.

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9. CONTRACTOR COMPLIANCE AND RESPONSIBILITY FOR ACTIONS. The Contractor shall at all times comply with and observe all federal, state, and local laws, ordinances, and regulations that are in effect during the term of this Contract that may affect the Contractor’s work or obligations hereunder.

The Contractor shall be solely responsible for its actions and those of its agents, employees, or Subcontractors. Neither the Contractor nor any of the foregoing parties has authority to act or speak on behalf of the State.

10. DELAY AND REMEDY. If the Contractor fails to remedy any delay or other problem in its performance of its Contract obligations after receiving reasonable notice from the State to do so, the Contractor shall reimburse the State for all reasonable costs incurred as a direct consequence of the Contractor’s delay, action, or inaction. In case of failure to deliver Goods or Services in accordance with this Contract, the State, upon written notice to the Contractor, may procure such Goods or Services from other sources as necessary, and the Contractor shall be responsible for the additional cost, including the cost of re-procurement, purchase price and administrative fees. This remedy shall be in addition to any other legal remedies available to the State

11. WORK CENTER CRITERIA. The Contractor shall implement processes that allow Agencies to satisfy the State's obligation to purchase goods and services produced by Work Centers certified under the State’s Work Center Law, §16.752, Wis. Stat. The Contractor shall include goods provided by Work Centers in its catalog for Agencies and block the sale of comparable items to Agencies.

12. NON-APPROPRIATION. The State reserves the right to cancel this Contract in whole or in part without penalty if the Legislature fails to appropriate funds necessary to complete the Contract.

13. CONTRACTOR’S INSURANCE RESPONSIBILITY. The Contractor shall maintain the following insurance coverage:

Worker's compensation insurance, as required under Chapter 102 of the Wisconsin Statutes, for all of the Contractor’s employees and Contracted Personnel engaged in the work performed under this Contract;

Commercial liability, bodily injury and property damage insurance against any claim(s) that may occur in carrying out the terms of this Contract, with a minimum coverage of one million dollars ($1,000,000) liability for bodily injury and property damage including products liability and completed operations; and

Motor vehicle insurance for all owned, non-owned and hired vehicles that are used in carrying out the terms of this Contract, with a minimum coverage of one million dollars ($1,000,000) per occurrence combined single limit for automobile liability and property damage.

Certificate of Insurance, showing up-to-date coverage, shall be on file in the Contracting Agency before the Contract may commence.

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

14. NONDISCRIMINATION AND AFFIRMATIVE ACTION. The Contractor shall not discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, national origin, developmental disability as defined in § 51.01(5), Wis. Stats., or sexual orientation as defined in § 111.32(13m), Wis. Stats. This provision shall include, but is not limited to, 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 shall take affirmative action to ensure equal employment opportunities.

Unless exempted by workforce size (50 or fewer employees) or Contract amount ($50,000 or less), the Contractor must submit a written affirmative action plan to the State.

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The Contractor shall post the notice provided by the State, setting forth the provisions of the State's nondiscrimination laws, in its workplace, website or conspicuous places in order that the Contractor’s employees and applicants for employment are able to read it.

Failure to comply with the conditions of this provision may result in the following consequences:

termination of this Contract as provided in Section 6, Contract Cancellation herein, designation of the Contractor as "ineligible" for future consideration as a responsible, qualified bidder or proposer for State contracts, or withholding of a payment due under the Contract until the Contractor is in compliance

15. STATE PAYMENT OFFSETS FOR CONTRACTOR’S DELINQUENCY. The State shall offset payments made to the Contractor under this Contract in an amount necessary to satisfy a certified or verifiable delinquent payment owed to the State or any state or local unit of government. The State also reserves the right to cancel this Contract as provided in Section 6, Contract Cancellation, if the delinquency is not satisfied by the offset or other means during the term of the Contract.

16. CONTRACTOR INDEMNIFICATION. Contractor shall hold the State harmless and shall defend and indemnify the State, its Agencies, officers and employees against any and all claims, suits, actions, liabilities and costs of any kind, including attorney's fees, for personal injury or damage to property arising from the acts or omissions of the Contractor, its agents, officers, employees or Subcontractors.

17. CONFIDENTIAL INFORMATION.

(a) Disclosures

In connection with the performance of work hereunder, it may be necessary for the State to disclose to the Contractor Confidential Information. The Contractor shall not use such information for any purpose other than the limited purposes set forth in this Contract, and all related and necessary actions taken in fulfillment of the obligations thereunder. The Contractor shall hold all such information in confidence, and shall not disclose such information to any persons other than its directors, officers, employees, and agents who have a business-related need to have access to such information in furtherance of the limited purposes of this Contract and who have been apprised of, and agree to maintain, the confidential nature of such information in accordance with the terms of this Contract.

Contractor shall institute and maintain such security procedures as are commercially reasonable to maintain the confidentiality of such information while in its possession or control including transportation, whether physically or electronically. If Contractor becomes aware of a data security breach, it shall notify the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforcement, if any.

Contractor shall ensure that all indications of confidentiality contained on or included in any item of such information shall be reproduced by Contractor on any reproduction, modification, or translation of such Confidential Information. If requested by the State, Contractor shall make a reasonable effort to add a proprietary notice or indication of confidentiality to any tangible materials within its possession that contain such information of the State, as directed.

The Contractor shall maintain all such information for a period of three (3) years from the date of termination of this Contract, and shall thereafter return or destroy said information as directed by the State.

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(b) Equitable Relief; Indemnification in Event of Contractor Breach

Indemnification: In the event of a breach of this Section by Contractor, Contractor shall indemnify, defend and hold harmless the State of Wisconsin and any of its officers, employees, or agents from any claims arising from the acts or omissions of the Contractor, and its Subcontractors, employees and agents, including but not limited to disallowances or penalties from federal oversight agencies, and any court costs, expenses, and reasonable attorney fees, incurred by the State in the enforcement of this Section and, with respect to Personally Identifiable Information, the costs of monitoring the credit of all persons whose Personally Identifiable Information was disclosed.

Equitable Relief: The Contractor acknowledges and agrees that the unauthorized use, disclosure, or loss of Confidential Information may cause immediate and irreparable injury to the individuals whose information is disclosed and to the State, which injury will not be compensable by money damages and for which there is not an adequate remedy available at law. Accordingly, the parties specifically agree that the State, on its own behalf or on behalf of the affected individuals, may seek injunctive or other equitable relief to prevent or curtail any such breach, threatened or actual, without posting security and without prejudice to such other rights as may be available under this Contract or under applicable law.

18. INTELLECTUAL PROPERTY INFRINGEMENT AND LABOR STANDARDS. The Contractor guarantees that any items provided to the State hereunder were manufactured or produced in accordance with applicable state and federal labor laws, and that the sale or use of said items shall not infringe any United States patent, copyright, or other intellectual property rights of others. The Contractor shall at its own expense indemnify, defend and hold the State harmless from any claims brought against the State for any alleged patent, copyright or other intellectual property right infringement due to the sale or use of such items, provided that the Contractor is promptly notified of such suit, and is given all related documents. The Contractor shall pay all costs, damages, and profits recoverable in any such infringement lawsuit.

19. SHIPPING. Except as otherwise specified herein, Goods shall be shipped, F.O.B. Destination, and the State shall accept legal title of Goods at the point of delivery. Freight charges shall not be paid by the State, but rather shall be prepaid by the Contractor. Unless otherwise specified, the Contractor shall determine the mode of freight and shall accept responsibility for payment of freight charges and processing of freight claims.

20. RISK OF LOSS. The Contractor shall bear all risks of loss, injury or destruction of the Goods ordered herein that occur prior to delivery. Such loss, injury or destruction shall not release the Contractor from any obligation hereunder.

21. IDENTIFICATION. All invoices, packing lists, packages, shipping notices, instruction manuals, and other written documents affecting an order hereunder shall contain the applicable State Purchase Order number. Packing lists shall be enclosed in each and every box or package shipped pursuant to an order, indicating the contents therein. Standard commercial packaging, packing and shipping containers shall be used. If requested by the State, all shipping containers shall be legibly marked or labeled on the outside with State Purchase Order number, product description, and quantity, or as otherwise directed by the State.

22. LIENS, CLAIMS AND ENCUMBRANCES. The Contractor warrants and represents that all Goods ordered hereunder are free and clear of all liens, claims or encumbrances of any kind.

23. WARRANTY OF ITEMS OFFERED. Goods delivered and Services rendered shall be strictly in accordance with the order placed and may not deviate in any way from the terms, conditions or specifications of this Contract, without the prior written approval of the State. Equipment, materials, or supplies delivered under this Contract are subject to Inspection and testing upon receipt.

The Contractor warrants that the Goods provided shall conform to the specifications in this Contract, are fit and sufficient for the purpose manufactured, of good material and workmanship, DocuSign Envelope ID: 69CCD801-7EC4-4A90-957A-48725CDB79D2DocuSign Envelope ID: EABD4EBD-DC2F-49BD-8D0E-8B2915A12CA3 and free from defect. Goods offered must be new and unused and of the latest model or manufacture, unless otherwise specified by the State. Items shall be equal in quality and performance to the standards indicated herein. Goods delivered that do not conform to the Contract terms, conditions, and specifications may be rejected and returned at the Contractor’s expense. The Contractor shall assign to the State its right to recover under any warranties applicable to the Goods offered. Descriptions used herein are specified solely for the purpose of indicating standards of quality, performance, and/or use desired.

24. RECEIPT OF GOODS. The State's receipt of Goods upon delivery is for the sole purpose of identification. Such identification shall not be construed as Acceptance of the Goods if they do not conform to contractual requirements. If there are any apparent defects in the Goods at the time of delivery, the State shall promptly notify the Contractor of its rejection of said Goods. Without limiting any other rights, the State, at its option, may require the Contractor to:

a. Repair or replace any or all of the defective and rejected Goods at Contractor's expense,

b. Refund the price of any or all of the defective and rejected Goods, and

c. Accept the return of any or all of the defective and rejected Goods.

If rejected, the Goods shall remain the property of the Contractor.

25. INDEPENDENT CONTRACTOR. The Contractor shall act as an independent contractor in providing any and all Goods and Services under this Contract and, except as otherwise outlined herein, shall maintain complete control over its employees, Contracted Personnel, and Subcontractors, if any.

26. STATE EMPLOYEES. The Contractor may not contract with or employ a State employee or an individual retained as a full-time contractor by the State during the term of this Contract.

27. ANTITRUST ASSIGNMENT. By entering into this Contract, the Contractor conveys, sells, assigns and transfers to the State all rights, title and interest in and to all causes of action, claims and demands of whatever nature it may now have or hereafter acquire under the antitrust laws of the United States and the State, relating specifically to that proportionate amount of the particular Goods or Services purchased or acquired by the State under this Contract.

28. REFUND OF CREDITS. Within sixty (60) Days of the State’s request, the Contractor shall pay to the State any credits resulting from an order that the State determines cannot be applied to future invoices.

29. OWNERSHIP RIGHTS. Unless an ownership interest is granted or reserved in this Contract, a State Purchase Order issued under this Contract shall allow the State unrestricted authority to reproduce, distribute, and use any submitted report, data, or material, and any software or modifications and any associated documentation that is designed or developed and delivered to the State as part of the performance of the Contract.

30. PROMPT PAYMENT. The State shall pay the Contractor Properly-submitted Invoices within thirty

(30) Days of receipt, provided that the Goods or Services to be provided to the State have been delivered, rendered, or installed, and accepted as specified in the solicitation document or this Contract.

If the State fails to pay a Properly-submitted Invoice within thirty (30) Days of receipt, it shall pay a late payment penalty as provided in §16.528, Wis. Stats. However, if the State declares a good faith dispute in regard to an invoice pursuant to § 16.528 (3)(e), Wis. Stats., it may pay any undisputed portion of said invoice, and will be exempt from the prompt payment requirement for the disputed portion.

31. STATE TAX EXEMPTION. The State is exempt from payment of Wisconsin sales or use tax on all purchases.

32. PROMOTIONAL ADVERTISING AND NEWS RELEASES. Reference to or use of the State of Wisconsin, the Great Seal of the State, the Wisconsin Coat of Arms, any Agency or other subunits of the State government, or any State official or employee, for commercial promotion is strictly

DocuSign Envelope ID: 69CCD801-7EC4-4A90-957A-48725CDB79D2DocuSign Envelope ID: EABD4EBD-DC2F-49BD-8D0E-8B2915A12CA3 prohibited. News releases or release of broadcast e-mails pertaining to this Contract shall not be made without prior written approval of the State.

33. NOTICE AND CHANGE OF CONTACT INFORMATION. Any notice required or permitted to be given hereunder shall be deemed to have been given on the date of delivery or three (3) Business Days after mailing by postal service, certified or registered mail-receipt requested.

In the event the Contractor moves or updates contact information, the Contractor shall inform the State of such changes in writing within ten (10) Business Days. The State shall not be held responsible for payments on Purchase Orders delayed due to the Contractor’s failure to provide such notice

34. RECORDS, RECORDKEEPING AND RECORD RETENTION. Pursuant to §19.36 (3) of the Wisconsin Statutes, all records of the Contractor that are produced or collected under this Contract are subject to disclosure pursuant to a public records request. The Contractor shall establish and maintain adequate records of all documentation developed or compiled and expenditures incurred under this Contract. All expenditure records shall be kept in accordance with Generally Accepted Accounting Procedures (GAAP). All procedures shall be in accordance with federal, state and local laws or ordinances. The Contractor, following final payment, shall retain all records produced or collected under this Contract for three (3) years.

35. EXAMINATION OF RECORDS. The State shall at any time during normal business hours, upon reasonable notice, have access to and the right to examine, audit, excerpt, transcribe, and copy, on Contractor's premises, any of the Contractor’s records and computer data storage media involving transactions directly pertinent to this Contract. If the material is on computer data storage media, the Contractor shall provide copies of the data storage media or a computer printout of such if the State so requests. Any charges for copies of books, documents, papers, records, computer data storage media or computer printouts provided by the Contractor shall not exceed the actual cost to the Contractor. This provision shall survive the termination, cancellation, or expiration of this Contract.

36. BREACH NOT WAIVER. A failure to exercise any right, or a delay in exercising any right, power or remedy hereunder on the part of either party shall not operate as a waiver thereof. Any express waiver shall be in writing and shall not affect any event or Default other than the event or Default specified in such waiver. A waiver of any covenant, term or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition. The making of any payment to the Contractor under this Contract shall not constitute a waiver of Default, evidence of proper Contractor performance, or Acceptance of any defective item or work furnished by the Contractor.

37. ASSIGNMENT OF CONTRACT. The Contractor shall provide prior written notice to the State before assigning this Contract to another party. The State reserves the right to withhold approval of any such assignment. The terms and conditions of this Contract as well as any rights obligations and liabilities associated with such shall survive any and all assignments, mergers, or acquisitions by a third party until cancelled in writing by both parties.

38. SEVERABILITY. If any provision of this Contract is found by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Contract shall remain valid and in full force and effect. The invalid provision shall be replaced by a valid provision that comes closest in intent to the invalid provision.

39. CONTRACT DISPUTE RESOLUTION. In the event of any dispute or disagreement between the parties under this Contract, whether with respect to the interpretation of any provision of this Contract, or with respect to the performance of either party hereto, each party shall appoint a representative to meet for the purpose of endeavoring to resolve such dispute or negotiate for an adjustment to such provision. No legal action of any kind, except for the seeking of equitable relief in the case of the public’s health, safety or welfare, may begin in regard to the dispute until this dispute resolution procedure has been elevated to the Contractor’s highest executive authority and

DocuSign Envelope ID: 69CCD801-7EC4-4A90-957A-48725CDB79D2DocuSign Envelope ID: EABD4EBD-DC2F-49BD-8D0E-8B2915A12CA3 the equivalent executive authority within the Contracting Agency, and either of the representatives in good faith concludes, after a good faith attempt to resolve the dispute, that amicable resolution through continued negotiation of the matter at issue does not appear likely.

40. NO GUARANTEE OF QUANTITY. The State may obtain related Goods and Services from other sources during the term of this Contract. The State makes no express or implied warranties whatsoever that any particular quantity or dollar amount of Goods or Services will be procured through this Contract.

41. TERMINATION OF PURCHASE ORDER. The State may terminate a specific Purchase Order issued under this Contract if it determines that the Contractor is unable to deliver the Goods required in a timely manner, in order to meet the business needs of the State.

42. FORCE MAJEURE. Neither party shall be in default by reason of any failure in performance of this Contract in accordance with reasonable control and without fault or negligence on their part. Such causes may include, but are not restricted to, acts of nature or the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather, but in every case the failure to perform such must be beyond the reasonable control and without the fault or negligence of the party.

43. TIME IS OF THE ESSENCE. Timely provision of the Goods or Services required under this Contract shall be of the essence of the Contract, including the provision of the Goods or Services within the time agreed or on a date specified.

43. NO AGENCY RELATIONSHIP. The Contractor shall not take any action, or make any omission, that may imply, or cause others reasonably to infer that the Contractor is acting as the State’s agent in any matter or in any way not expressly authorized by this Contract.

44. DISCLOSURE. If a state public official (as defined in §19.42 (14) of the Wisconsin Statutes) or an organization in which a state public official holds at least a 10% interest is or becomes a party to this Agreement, it shall be voidable by the State unless appropriate disclosure is made to the State of Wisconsin Government Accountability Board, 212 East Washington Avenue, Madison, Wisconsin 53703 (Telephone 608-266-8005).

45. OTHER DOCUMENTS. The parties to this Contract understand and agree that standard forms or templates may be used for various purposes, including but not limited to, purchase orders, invoices, quotes, ‘Website Terms and/or Conditions’ or ‘click to accept’ agreement(s), some of which may contain boilerplate or standard terms and conditions (“Other Documents”). However, any use of Other Documents are not a part of this Contract and are deemed to be for administrative convenience only and the terms therein are of no effect, have no force of law and do not modify the terms of this Contract.

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4x2 6x4 200HP B6.7

260HP

Cummins L9

International A26 12.4L Required Standard items included in base

International MV607 IMV607

DC

Daycab, low Flat Classic MV60700 DRW 186.9 X $80,780 $91,582

*Powered Door Mirrors 90 gallon dual fuel tanks (40 gallon left + 50 gallon right side) DEF tank: 7 gallon under cab Battery box 25in steel back of cab.

Front axle: 12,000# / Rear axle: 21,000 Transmission: Allison Automtatic Vocation: 24' Vanbody w/rear electric lift

International MV607 IMV607 CREW Crew Cab Flat Classic MV60700 TRW 102.0 X N/A See Email $109,093

*Powered Door Mirrors; Battery Boxes: 18 back of cab LH or RH mounted; 9.5 gallon under cab;

Front axle: 12,000# / Rear axle: 34,000 Transmission: Eaton 10-speed Fully Automated Manual Vocation: 14' Vanbody w/rear electric lift

International HV607 IHV607 Daycab Flat Classic See Model Pricing Below

DRW N/A X N/A See Email N/A See Email N/A See Email

*Pedestal Door Mirrors - black;

Left under Cab 70 gallon D Style;

DEF tank: 7 gallon under cab;

Battery box: 25in steel back of cab;

Front axle: 12,000# / Rear axle: 34,000 grab handles; square turn signals;

Transmission: Eaton UltraShift Plus: 13 speed Vocation: Fifth Wheel

International LT SERIES ILT09 Daycab Flat Classic See Model Pricing Below TRW N/A X N/A See Email

*Pedestal Door Mirrors - black; Left under Cab 70 gallon D Style; DEF tank: 7 gallon under cab; Battery box: 25in steel back of cab; grab handles; square turn signals;

Front axle: 20,000# / Rear: 46,000# Transmission: Eaton UltraShift Plus: 13 speed Vocation: Semi with dumpbody for Municipal use

COLUMN 1 TOTAL COLUMN 2 TOTAL TOTAL OF

COLUMNS 1 & 2

$80,780 $200,675 $281,455

Customer Order Code

Discount Allowed Yes / No

NO

Click on Cell for drop down

FOR DISCOUNT ALLOWED

Discount Allowed Yes / No

QTY

YES 1-5

YES 6-10

YES 10+

QUANTITY DISCOUNT

Vehicles would be ordered all at one time and on one purchase order. Delivery of units would be staggered and mutually agreed upon between the Vendor/Contractor and the Agency.

0.5%

0.75%

1.0%

% off of NET Prices Quoted

BIDDER TO SPECIFY CHASSIS CONFIGURATION BELOW TO BE USED **ONLY WITH STAKE BODY/PLATFORM OPTION

BID:

(Note: If contract is awarded, this configuration will be included on the Contract Price Sheet) **Include: Make, Model, GVWR, Front & Rear axle rating, Size of fuel & DEF tanks, etc. and COST of Chassis with all additional equipment needed to make the unit functional.

List Chassis make, model, engine, drive, CA/CT, transmission, power unit:

COST OF CHASSIS UNIT: $ to be added to Stake body/Platform option to complete chassis/body package

Description Maximum %

MARKUP

from Dealer COGS

VANBODY PACKAGE

10' Vanbody with wood floor, side tie down bars with rear electric lift - Manufacturer of Vanbody: ______________________ Model: ___________________ Manufacturer of Lift: __________________________ Model: ___________________

SNOW PLOWING PACKAGE

Front snow plow with DA lift cylinder, quick detach front hitch, DA dumpbody, and V-box spreadert - Manufacturer of Front plow: ______________________ Model: ___________________ Manufacturer of Front hitch: __________________________ Model: ___________________ Manufacturer of Dumpbody: _________________________ Model: ____________________ Manufacturer of Spreader: __________________________ Model:____________________

BIDDER TO SPECIFY CHASSIS CONFIGURATION BELOW TO BE USED **ONLY WITH THE SNOW PLOW PACKAGE

OPTION BID:

(Note: If contract is awarded, this configuration will be included on the Contract Price Sheet) **Include: Make, Model, GVWR, Front & Rear axle rating, Size of fuel & DEF tanks, etc. and COST of Chassis with all additional equipment needed to make the unit functional.

List Chassis make, model, engine, drive, CA/CT, transmission, power unit:

COST OF CHASSIS UNIT: $ to be added to Snow plow package option to complete chassis/body package

STAKE BODY / PLATFORM PACKAGE

Platform with steel floor, with metal rail slides - Manufacturer of Platform/stake body: ______________________ Model: ___________________

Discount Opportunity % off of NET Prices Quoted

NET 10 DAY PAYMENT

After the Dealer/Contractor has submitted a proper and approved invoice as detailed in this Bid and as per instructions on the Agency purchase order, the Agency or Municipality will issue payment within 10 days of the receipt date to the Agency's office to the Dealer / Contractor. The Dealer/Contractor will be required to set up / have the ability to receive ACH payments.

DUMPBODY PACKAGE

Dumpbody, steel body for construction, hauling application with power up & down hoist - Manufacturer of Dumpbody: ______________________ Model: ___________________ Manufacturer of Hoist: __________________________ Model: ___________________

BIDDER TO SPECIFY CHASSIS CONFIGURATION BELOW TO BE USED **ONLY WITH DUMPBODY OPTION BID:

(Note: If contract is awarded, this configuration will be included on the Contract Price Sheet) **Include: Make, Model, GVWR, Front & Rear axle rating, Size of fuel & DEF tanks, etc. and COST of Chassis with all additional equipment needed to make the unit functional.

List Chassis make, model, engine, drive, CA/CT, transmission, power unit:

COST OF CHASSIS UNIT: $ to be added to Dumpbody option to complete chassis/body package

ADDITIONAL DISCOUNT OPPORTUNITY

N/A

BIDDER TO SPECIFY CHASSIS CONFIGURATION BELOW TO BE USED **ONLY THE WITH VANBODY OPTION BID:

(Note: If contract is awarded, this configuration will be included on the Contract Price Sheet) **Include: Make, Model, GVWR, Front & Rear axle rating, Size of fuel & DEF tanks, etc. and COST of Chassis with all additional equipment needed to make the unit functional.

List Chassis make, model, engine, drive, CA/CT, transmission, power unit:

COST OF CHASSIS UNIT: $ to be added to Vanbody option to complete chassis/body package

RH HEAVY DUTY TRUCK 43 20

LT HEAVY DUTY TRUCK 43 20

HV613 HEAVY SEVER DUTY TRUCK 41 20

HX HEAVY SEVER DUTY TRUCK 41 20

MV MID RANGE DIESEL - MEDIUM DUTY TRUCK 24 20

HV MID RANGE DIESEL - MEDIUM DUTY TRUCK 24 20

R2

Provide a standard percentage (%) discount for additional Manufacturer Models/options not listed above or that may have not been released at the time of this bid.

NOTE: DISCOUNT PERCENT (%) SHALL BE OFF OF CURRENT MANUFACTURER PUBLISHED PRICING OR MSRP *Destination fee(s) or any additional/associated costs for the chassis MUST be figured in the discount percent bid - NO ADDITIONAL costs will be allowed to be added/invoiced to the unit if awarded a contract.

MANUFACTURER MODEL DESCRIPTION

DISCOUNT PERCENT OFF OF

PUBLISHED PRICING OR MSRP

FOR BASE CHASSIS

DISCOUNT PERCENT OFF PUBLISHED PRICING OR

MSRP FOR OEM INSTALLED FACTORY OPTIONS ON

CHASSIS

R2

MY 2023 or NEWER International Cab & Chassis - Fuel driven Vehicles - LAKESIDE INTERNATIONAL

Complete the following:

- Manufacturer Base Order Code

- Net Cost of vehicle in each Engine type - NOTE: If a Manufacturer’s Model OR Engine Type, listed on the Bid Price Sheet is NOT available, bidder’s MUST submit with their bid, documentation in the form of a letter or email from a representative of the MANUFACTURER stating the Model/Engine is not available at the time of the bid due date.

LISTED BELOW ARE THE BASIC **MINIMUM** SPECIFICATIONS FOR THE CHASSIS - ALONG WITH THE INTENDED USE

- NOTE: COST OF UPFITTED EQUIPMENT/VOCATION IS **NOT** TO BE INCLUDED IN CHASSIS COST - IT IS TO BE UTILIZED AS A REFERENCE ONLY, WHEN BUILDING THE CHASSIS FOR THE INTENDED USE.

*Destination fee(s) or any additional/associated costs for the chassis MUST be included in bid price - NO ADDITIONAL costs will be allowed to be added/invoiced to the unit if awarded a contract.

*See "Required Equipment" Tab for all standard items that MUST be included with Base Vehicle Price quoted below

NOTE: It is the responsibility of the bidder to provide any additional items necessary beyond the order codes to meet the specifications in the RFB.

Make Model Bid Item Cab Trim MANUFACTURER BASE

ORDER CODE

Rear Wheel

Cab to Axle

Drive Engines Equipment Appendices

N/A

N/A

N/A

N/A

DocuSign Envelope ID: 69CCD801-7EC4-4A90-957A-48725CDB79D2DocuSign Envelope ID: EABD4EBD-DC2F-49BD-8D0E-8B2915A12CA3

State of Wisconsin Department of Administration Division of Enterprise Operations

DOA-3333 (R05/2015)

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.us

Vendor Agreement Wisconsin’s Cooperative Purchasing Service

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)

Title

Company

Lakeside International Trucks, LLC

Telephone

( 414 ) 380-8851

Address (Street)

3850 Kennedy Road

City

Janesville

State

WI

ZIP + 4

53545

Commodity/Service

Contract #505ENT-M23-MDHDChassis-03 - Class 6 & Larger

Request for Bid/Proposal Number

28374

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

DocuSign Envelope ID: 69CCD801-7EC4-4A90-957A-48725CDB79D2

James C. Daugherty

None

6/9/2022 | 5:02 AM PDT

CFO

DocuSign Envelope ID: EABD4EBD-DC2F-49BD-8D0E-8B2915A12CA3