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HomeMy WebLinkAboutContract 61896CSC No. 61896 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between The Charles Machine Works, Inc., dba Ditch Witch, ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality. The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: I . This Cooperative Purchase Agreement; 2. Exhibit A — SeIler's Pricing; 3. Exhibit B — Cooperative Agency Contract (Sourcewell I I0421-CMW); and 4. Exhibit C — Conflict of Interest Questionnaire Exhibits A, B, and C, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B, or C and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement control. City shall pay Vendor in accordance with the fee schedule in Exhibit A, including any future quotes, and in accordance with the provisions of this Agreement. Total annual payment made under this non-exclusive Agreement may be an amount up to Five -Hundred Thousand Dollars and Zero Cents ($500,000.00). The Vendor acknowledges that this is a non-exclusive agreement and there is no guarantee of any specific amount of purchase. Further, Vendor recognizes that the amount stated above is the total amount of funds available, collectively, for any Vendor that enters into an agreement with the City under the relevant M&C or cooperative agreement and that once the full amount has been exhausted, whether individually or collectively, funds have therefore been exhausted under this Agreement as well. The Parties will engage in multiple transactions to purchase vehicles under this Agreement. For each purchase made pursuant to this Agreement, Vendor must supply a quote for the subject vehicles, and the quote must conform with the then -current pricing under the underlying cooperative agreement. If the City accepts the quote and places an order for the vehicle(s), that quote shall be considered an addendum to this agreement but is not required to be filed in the City records. The Parties will maintain all quotes for the three-year Audit period included herein. The term of this Agreement is effective beginning on the date signed by the Assistant City Manager below ("Effective Date") and expires on December 27, 2025. The City shall be able to renew this agreement for one (1) one-year renewal options by written agreement of the parties to this Agreement. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor relating directly to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX To CITY: City of Fort Worth Attn: Dana Burghdoff, Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 With copy to Fort Worth City Attorney's Office at same address To VENDOR: The Charles Machine Works, Inc. dba Ditch Witch 1901 E Loop 820 S. Fort Worth, TX 76112 Facsimile: NIA The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: Dom �r�c�gG IYl By: Dana Burghdoff (Aug 2024112 CDT) Name: Dana Burghdoff Title: Assistant City Manager Date: Aug 23, 2024 APPROVAL RECOMMENDED: By: Name: Marilyn Marvin Title: Interim Property Management Director ATTEST: a �a� CpO� d>o l.g OVo °=d % d��� nEXAsbp By: Name: Jannette Goodall Title: City Secretary VENDOR: The Chart s M c n� D4Works, Inc. dba Ditch Witch By: Name: A1 e,ke,1 f l s Title: Date: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By. ,aK� Name: Ashley Kadva Title: Purchasing Supervisor APPROVED AS TO FORM AND LEGALITY: By. Name: Jessika Williams Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 23-0450 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Exhibit A Sou rcewel I Rill! Charles Machine Works (Ditch Witch) #110421-CMW Pricing for contract #110421-CMW offers Sourcewell participating agencies the following discounts: • Up to 10% discount off list price on all Ditch Witch, Hammerhead, and Subsite equipment 'Please note that a surcharge of up to 10% on all products is currently in effect. DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87132962 Exhibit B 110421-CMW SourcewellW. Solicitation Number: RFP #110421 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and The Charles Machine Works, Inc., 1959 West Fir Ave., Perry, OK 73077 (Supplier). Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Sourcewell issued a public solicitation for Public Utility Equipment with Related Accessories and Supplies from which Supplier was awarded a contract. Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell's cooperative purchasing contracts (Participating Entities). 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below. B. EXPIRATION DATE AND EXTENSION. This Contract expires December 27, 2025, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended one additional year upon the request of Sourcewell and written agreement by Supplier. C. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract. 2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Rev. 3/2021 DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87132962 110421-CMW Supplier's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. All Equipment and Products provided under this Contract must be new and the current model. Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier's product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity's site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship. In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended for the duration of Supplier's written warranty for such item. Other than the warranties in this paragraph, and Supplier's express written warranties for its products, Supplier expressly disclaims all other warranties, express or implied. Supplier agrees to work with its dealers and distributors to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer's warranty that is effective beyond the expiration of the Supplier's warranty will be passed on to the Participating Entity. C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier's authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier's responsibility to ensure Sourcewell receives the most current information. 3. PRICING All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier's Proposal. When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity's total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity's requested delivery location. Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase. Rev. 3/2021 DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87132962 110421-CMW A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities. Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity. Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition. Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products. B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid tax - exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity. C. HOT LIST PRICING. At anytime during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line -item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities. 4. PRODUCT AND PRICING CHANGE REQUESTS Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator. At a minimum, the request must: • Identify the applicable Sourcewell contract number; Rev. 3/2021 DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87132962 110421-CMW • Clearly specify the requested change; • Provide sufficient detail to justify the requested change; • Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and • Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged. A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Contract and will be incorporated by reference. S. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell's cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities. The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity's authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity's use of this Contract is at the Participating Entity's sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source. Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract. B. PUBLIC FACILITIES. Supplier's employees maybe required to perform work at government - owned facilities, including schools. Supplier's employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws. 6. PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized Rev. 3/2021 DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87132962 110421-CMW subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract. Supplier's acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry -specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum; the terms of which will be negotiated directly between the Participating Entity and the Supplier. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract. C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as e- commerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events: 1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or 2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity's requirements. E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity's order will be determined by the Participating Entity making the purchase. 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: Rev. 3/2021 DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87132962 110421-CMW • Maintenance and management of this Contract; • Timely response to all Sourcewell and Participating Entity inquiries; and • Business reviews to Sourcewell and Participating Entities, if applicable. B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made). The Report must contain the following fields: • Participating Entity Name (e.g., City of Staples Highway Department); • Participating Entity Physical Street Address; • Participating Entity City; • Participating Entity State/Province; • Participating Entity Zip/Postal Code; • Participating Entity Contact Name; • Participating Entity Contact Email Address; • Participating Entity Contact Telephone Number; • Sourcewell Assigned Entity/Participating Entity Number; • Item Purchased Description; • Item Purchased Price; • Sourcewell Administrative Fee Applied; and • Date Purchase was invoiced/sale was recognized as revenue by Supplier. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee. Rev. 3/2021 DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87132962 110421-CMW The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier's name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above "Attn: Accounts Receivable" or remitted electronically to Sourcewell's banking institution per Sourcewell's Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter. Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract's expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Supplier's Authorized Representative is the person named in the Supplier's Proposal. If Supplier's Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing. 10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Agreement are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid. C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties. D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the Rev. 3/2021 DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87132962 110421-CMW circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties. E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party.For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern. F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master -servant, or principal -agent. 11. INDEMNITY AND HOLD HARMLESS Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys' fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications and operating instructions. Sourcewell's responsibility will be governed by the State of Minnesota's Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law. 12. GOVERNMENT DATA PRACTICES Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Supplier under this Contract. 13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY 1. Grant of License. During the term of this Contract: a. Sourcewell grants to Supplier a royalty -free, worldwide, non-exclusive right and license to use thetrademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell's relationship with Supplier. b. Supplier grants to Sourcewell a royalty -free, worldwide, non-exclusive right and license to use Supplier's trademarks in advertising and promotional materials for the purpose of marketing Supplier's relationship with Sourcewell. Rev. 3/2021 DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87132962 110421-CMW 2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, resellers, marketing representatives, and agents (collectively "Permitted Sublicensees") in advertising and promotional materials for the purpose of marketing the Parties' relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees. 3. Use; Quality Control. a. Neither party may alter the other party's trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos. b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party's trademarks only in good faith and in a dignified manner consistent with such party's use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated. 4. As applicable, Supplier agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Supplier in violation of applicable patent or copyright laws. 5. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party's name or logo (excepting Sourcewell's pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell's written directions. B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract. D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services. Rev. 3/2021 DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87132962 110421-CMW 14. GOVERNING LAW, JURISDICTION, AND VENUE The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota. 15. FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default. 16. SEVERABILITY If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed. 17. PERFORMANCE, DEFAULT, AND REMEDIES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. A party will have 30 calendar days to cure an outstanding issue. 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. Rev. 3/2021 10 DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87132962 110421-CMW The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non -defaulting party may: • Exercise any remedy provided by law or equity, or • Terminate the Contract or any portion thereof, including any orders issued against the Contract. 18. INSURANCE A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an "AM BEST" rating of A- or better, with coverage and limits of insurance not less than the following: 1. Workers' Compensation and Employer's Liability. Workers' Compensation: As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office ("ISO") Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products -completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract. Minimum Limits: $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for Products -Completed operations $2,000,000 general aggregate 3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non -owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms Rev. 3/2021 11 DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87132962 110421-CMW no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent. Minimum Limits: $1,000,000 each accident, combined single limit 4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer's Liability, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 5. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier's security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data — including but not limited to, confidential or private information, transmission of a computer virus, or denial of service. Minimum limits: $2,000,000 per occurrence $2,000,000 annual aggregate Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract. C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or "work" performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsements) must further provide that coverage is Rev. 3/2021 12 DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87132962 110421-CMW primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self -insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors. E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self -insured retention. 19. COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities. 20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing. Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. Rev. 3/2021 13 DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87132962 110421-CMW 21. PROVISIONS FOR NON -UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to "federal" should be interpreted to mean the United States federal government. The following list only applies when a Participating Entity accesses Supplier's Equipment, Products, or Services with United States federal funds. A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60- 1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." The equal opportunity clause is incorporated herein by reference. B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti -Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis -Bacon Act provisions. Rev. 3/2021 14 DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87132962 110421-CMW C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5). Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACTOR AGREEMENT. If the federal award meets the definition of "funding agreement" under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above. F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names Rev. 3/2021 15 DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87132962 110421-CMW of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. G. BYRD ANTI -LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352). H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition. K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier's discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier's personnel for the purpose of interview and discussion relating to such documents. L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation Rev. 3/2021 16 DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87132962 110421-CMW and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier not use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre -approval. N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by an Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user. O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier's actions pertaining to this Contract or any purchase by a Participating Entity. P. FEDERAL DEBT. The Supplier certifies that it is non -delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments. Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested. R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S. Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism. S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216. Rev. 3/2021 17 DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87132962 110421-CMW T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322. 22. CANCELLATION Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days' written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier's Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation. Sourcewell E D�o/cyu�Siigned bby, ��/v� v."� J lNu/v �� COFD2A139D06489... By: Jeremy Schwartz Title: Chief Procurement Officer 12/20/2021 1 2:14 PM CST Date: Approved: �D�occuSigneedby, E , By: 7E42B8F817A64CC... Chad Coauette Title: Executive Director/CEO 1/11/2022 1 8:23 AM CST Date: The Charles Machine Works, Inc. I_Docu.Signed by: jjff ,� Lll/l J DUI U� By: F868493E7FA542A... Kevin Smith Title: General Manager, Ditch Witch Construction Date: 1/11/2022 1 8:19 AM CST Rev. 3/2021 18 DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87132962 RFP 110421 - Public Utility Equipment with Related Accessories and Supplies Vendor Details Company Name: The Charles Machine Works, Inc. Does your company conduct business under any other name? If Ditch Witch yes, please state: 1959 W. Fir Ave. Address: Perry, OK 73077 Contact: Mike Spillars Email: mike.spillars@ditchwitch.com Phone: 580-572-2390 HST#: 73-0660844 Submission Details Created On: Monday September 20, 2021 11:50:01 Submitted On: Wednesday November 03, 2021 13:03:54 Submitted By: Mike Spillars Email: mike.spillars@ditchwitch.com Transaction #: 3702aa94-7bb8-4d80-b5f8-bf3388129774 Submitter's IP Address: 205.142.232.18 Bid Number: RFP 110421 Vendor Name: The Charles Machine Works, Inc. DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87B2962 Specifications Table 1: Proposer Identity & Authorized Representatives General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; respond "N/A" if the question does not apply to you (preferably with an explanation). Line Item Question Response* 1 Proposer Legal Name (one legal entity only): (In the The Charles Machine Works, Inc. event of award, will execute the resulting contract as "Supplier') 2 Identify all subsidiary entities of the Proposer whose Hammerhead Trenchless, American Augers, Subsite Electronics equipment, products, or services are included in the Proposal. 3 Identify all applicable assumed names or DBA names of Ditch Witch, Hammerhead Moles, Subsite. the Proposer or Proposer's subsidiaries in Line 1 or Line 2 above. 4 Proposer Physical Address: 1959 West Fir Ave. Perry, OK 73077 5 Proposer website address (or addresses): www.ditchwitch.com 6 Proposer's Authorized Representative (name, title, Kevin Smith address, email address & phone) (The representative General Manager, Ditch Witch Construction must have authority to sign the "Proposer's Assurance 1959 West Fir Ave. of Compliance" on behalf of the Proposer and, in the Perry, OK 73077 event of award, will be expected to execute the resulting ksmith@ditchwitch.com contract): PH: 920 648 4820 7 Proposer's primary contact for this proposal (name, title, Mike Spillars address, email address & phone): Corporate Accounts Manager 1959 West Fir Ave. Perry, OK 73077 mike.spillars@ditchwitch.com 580-572-2390 8 Proposer's other contacts for this proposal, if any Todd Miller (name, title, address, email address & phone): Sr. Inside Sales Representative 1959 West Fir Ave. Perry, OK 73077 todd.miller@ditchwitch.com 580-572-3365 Table 2: Company Information and Financial Strength Line Question Response* Item Bid Number: RFP 110421 Vendor Name: The Charles Machine Works, Inc. DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87B2962 Provide a brief history of your company, including your The Charles Machine Works (Ditch Witch) was a privately held company from 1949 until being company's core values, business philosophy, and acquired by The Toro Company in early 2019 and became the Ditch Witch division of Toro. Ditch industry longevity related to the requested equipment, Witch® is the premier manufacturer of Underground Construction Equipment that addresses needs in products or services. several markets like Utilities, Utility Contractors, Pipeline Contractors, Telcom Industry, Rental Industry, Government and Infrastructure, to name a few. The products offered are Trenchers, Vibratory Plows, Compact Utility Equipment, Directional Drills, Vacuum Excavation, HammerHead® Pneumatic Tools, as well as Subsite® Utility Locating/HDD Guidance Electronics. We invented the first compact utility line trencher 69 years ago and are partnered with a specialist Ditch Witch® dealer organization, which is the envy of the industry. Our vision is to provide the best solutions for success in the underground construction market worldwide by delivering a superior customer experience. Our Core Values are: Integrity above all things; Pride as individuals and a company; Care for our families, our fellow workers, our community, our customers, and the world in which we live; A Pioneering Spirit that drives our aggressiveness and innovation. Since its inception the Charles Machine Works has remained focused on the underground utility market while we worked to continuously expand and strengthen our support of this market by continuously leading the industry in underground equipment such as directional drills, underground moles and sub terrain electronics. All if the Ditch Witch products are manufactured and shipped from our manufacturing faculties in Perry Oklahoma. A large majority of the employees at Ditch Witch live in and around the community and therefore we take pride in the quality of the products that we produce. Our longevity in the market place is rooted in our ability to form a relationship between the factory and our customers by insuring that our Region Managers spend a minimum of two weeks per month in the field with our dealers talking and interacting with our end customers. Of course this schedule has been hampered with Covid-19 travel restriction in the last 18 month. We will however resume a similar schedule as Covid restrictions ease. Please note that where possible all answers are specific to The Charles Machine Works, Ditch Witch, Subsite and Hammerhead brands. However, certain answers must include The Toro Company. Examples of these answers are in questions which are in regards to but not limited to company financial statements, market share, sustainability awards, etc. We have tried to be as specific as possible in our answers. 10 What are your company's expectations in the event of To continue to grow our business with members of Sourcewell, as we have done with our current an award? contract. 11 Demonstrate your financial strength and stability with meaningful data. This could include such items as financial statements, SEC filings, credit and bond ratings, letters of credit, and detailed reference letters. Upload supporting documents (as applicable) in the document upload section of your response. 12 What is your US market share for the solutions that you are proposing? 13 What is your Canadian market share for the solutions that you are proposing? 14 Has your business ever petitioned for bankruptcy protection? If so, explain in detail. 15 How is your organization best described: is it a manufacturer, a distributor/dealer/reseller, or a service provider? Answer whichever question (either a) or b) just below) best applies to your organization. a) If your company is best described as a distributor/dealer/reseller (or similar entity), provide your written authorization to act as a distributor/dealer/reseller for the manufacturer of the products proposed in this RFP. If applicable, is your dealer network independent or company owned? b) If your company is best described as a manufacturer or service provider, describe your relationship with your sales and service force and with your dealer network in delivering the products and services proposed in this RFP. Are these individuals your employees, or the employees of a third party? We work with our network of Ditch Witch® dealers and their sales personnel to promote the Sourcewell contract to all Government, Education and Non -Profit organizations within their contracted areas of responsibility and to incrementally grow our sales of Ditch Witch and related products using the Sourcewell contract. The Charles Machine Works (Ditch Witch) is a wholly owned subsidiary of The Toro Company and as such attached is The Toro Company's Form 10-Q filing with the United States Security and Exchange Commission. The filing of the Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. The Form 10-Q is a 53 page public statement of finances and outlook of our company. A thorough review of the filing will reveal a company that has a history of strong financial performance. There is also a demonstrated history of growing our business both in terms of organic growth and through acquisition of complementary companies that will enhance our current product offerings. Since our parent company (The Toro Company) is publicly traded we are not allowed to divulge market share information. Ditch Witch has enjoyed a very healthy market share in all of the markets that we participate and are offering in this proposal. Our market share has led the name of Ditch Witch to become synonymous with the underground utility market. Since our parent company (The Toro Company) is publicly traded we are not allowed to divulge market share information. Ditch Witch has enjoyed a very healthy market share in all of the markets that we participate and are offering in this proposal. Our market share has led the name of Ditch Witch to become synonymous with the underground utility market. NO The Charles Machine Works, Inc. (Ditch Witch) is best described as a Manufacturer. We have programs in place that are national in scope in which our specialist Ditch Witch® dealership organization preps and delivers the equipment to a customer who has purchased through the program. We invoice the Sourcewell customer from the manufacturer and fund our dealers for the sale of the equipment. Our dealers are private entities and as such local sales and service professionals are employed by the local dealers. That said, Ditch Witch has Region Sales Managers and Service Managers that work closely with the local dealer and customers in all areas of sales and service of our equipment. Bid Number: RFP 110421 Vendor Name: The Charles Machine Works, Inc. DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87B2962 16 If applicable, provide a detailed explanation outlining Ditch Witch family of products are designed and built in the United States and are built to comply the licenses and certifications that are both required to with all applicable voluntary safety and environmental standards. This includes ISO, Construction be held, and actually held, by your organization Equipment, Exhaust and Evaporative standards set by the EPA (Environmental Protection Agency) and (including third parties and subcontractors that you use) the California Air Resources Board (CARB). in pursuit of the business contemplated by this RFP. The Charles Machine Works has a manufacturer's license in our home state of Oklahoma as well as a license to sell used vehicles. We also hold licenses to sell vehicles in the following states. Arizona, California, Nebraska, Utah, Tennessee, Florida and Ohio. For our products that are sold with trailers we hold a new and used trailer dealer license in the State of Oklahoma. IN addition to the licenses owned by The Charles Machine Works the contracted Ditch Witch dealers all hold the appropriate licenses and certifications necessary to sell and service the Charles Machine works family of products in the States and Provinces for which they independently operate. Ditch Witch also requires its factory sales personnel and dealer sales personnel to complete a very robust sales and service schools via the Ditch Witch Certified Training Programs. 17 Provide all "Suspension or Debarment' information that The Charles Machine Works has not been under any suspension or debarment in the past 10 years. has applied to your organization during the past ten years. Table 3: Industry Recognition & Marketplace Success Ie Item Question m Response* Bid Number: RFP 110421 Vendor Name: The Charles Machine Works, Inc. DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87B2962 18 Describe any relevant industry awards or recognition Ditch Witch Awards, 2016-2021 that your company has received in the past five years 2016 Innovative Iron Award, Compact Equipment: CX-Series walk -behind trencher • The CX-Series walk -behind trencher line was selected as a winner of Compact Equipment Magazine's Innovative Iron Award for its cutting -edge short track/long track design. 2016 Editor's Choice Award, Rental Magazine: CX-Series walk -behind trencher • The CX-Series walk -behind trencher line was selected for an Editor's Choice Award for its Magazine's Innovative Iron Award for its short track/long track design. 2016 Contractor's Top 50 New Products Award, Equipment Today: SK752 stand -on skid steer • The SK752 was selected as one of the top 50 new products for contractors of 2016 by Equipment Today, which cited the machine's construction -grade durability and high operating capacity compared to similar models. 2017 Innovative Iron Award, Compact Equipment: SK1550 stand -on skid steer • The SK1550 was selected as an Innovative Iron Award winner from Compact Equipment due to the machine's exceptional power compared to similar models. 2017 Abbot Most Innovative Product Award, NASTT: JT40 horizontal directional drill • The JT40 horizontal directional drill was selected by the NASTT as the most innovative new product of 2017. 2017 Editor's Choice Award, Rental Magazine: SK1550 stand -on skid steer • The SK1550 was selected by Rental Magazine as an editor's choice award winner for its best - in -class operating capacity and construction -grade durability. Twenty for 2017 Award Winner, Landscape Business: SK1550 stand -on skid steer • The SK1550 was selected as one of the 20 top new products of 2017 in the landscaping industry. 2018 Contractor's Top 50 New Products Award, Equipment Today: SK1550 stand -on skid steer • The SK1550 was selected as one of the top 50 new products for contractors of 2018 by Equipment Today due to its best -in -class operating capacity. 2018 Big Iron Dealer Award Finalist, Equipment World: Ditch Witch of Oklahoma, Arkansas and the Rockies • Ditch Witch of Oklahoma, Arkansas and the Rockies was named as a finalist for the Big Iron Dealer Award from Equipment Today. The award honors the top equipment dealers in the country for community engagement, customer education, staff training and marketing initiatives, along with sales, rental and service performance. 2019 Innovative Iron Award, Innovative Iron Award: SK3000 full-size stand -on skid steer • The SK3000 full-size stand -on skid steer was named as an Innovative Iron Award winner from Compact Equipment, which cited the machines' best -in -class operating capacity. 2019 Big Iron Dealer Award Finalist, Equipment World: Orange Power Group, Ditch Witch Dealership • The Orange Power Group was named as a finalist for the Big Iron Dealer Award from Equipment Today. The award honors the top equipment dealers in the country for community engagement, customer education, staff training and marketing initiatives, along with sales, rental and service performance. 2019 Editor's Choice Award, Green Industry Pros: Ditch Witch Family of SKs • The Ditch Witch line of stand -on skid steers was selected by Green Industry Pros for a 2019 Editor's Choice Award. Twenty for 2020 Award, Landscape Business: SK3000 full-size stand -on skid steer • The SK3000 was selected as one of the 20 top new products of 2020 in the landscaping industry. 2020 Editor's Choice Award, Green Industry Pros: SK3000 full-size stand -on skid steer • The SK3000 was selected by Green Industry Pros for a 2019 Editor's Choice Award. 2021 Editor's Choice Award, Rental Magazine: SK3000 full-size stand -on skid steer • Rental Magazine selected the SK3000 as an editor's choice award winner for 2021, honoring the year's top products in the rental industry 2021 Abbot Most Innovative Product Award, NASTT: JT24 horizontal directional drill • The JT24 was selected by the NASTT as one of three finalists for the most innovative new product of 2021. 19 What percentage of your sales are to the As a publicly traded company our parent company The Toro Company considers this type of governmental sector in the past three years customer information as confidential. However, per our publicly filed Form 10-Q revenues through Q3 for FY 2021 by market segment are as follows. Net Sales by Segment: Professional 73% Residential 26% Other 1 % 20 What percentage of your sales are to the education As a publicly traded company our parent company The Toro Company considers this type of sector in the past three years customer information as confidential. However, per our publicly filed Form 10-Q revenues through Q3 for FY 2021 by market segment are as follows. Net Sales by Segment: Professional 73% Residential 26% Other 1 % 21 List any state, provincial, or cooperative purchasing Sourcewell Public Utility Contract is the only Cooperative contract awarded to The Charles Machine contracts that you hold. What is the annual sales Works. However, our products are sold though both an HGAC and Buy Board contract that is volume for each of these contracts over the past three administered by a third party who handles the pricing, quoting, invoicing and any audits years? requested.. Sourcewell is our premier cooperative contract and is the only contract that Ditch Witch conducts dealer training and markets with our dealer network. Note: As a publicly traded company the detailed sales information for each contract is considered confidential. Bid Number: RFP 110421 Vendor Name: The Charles Machine Works, Inc. DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87B2962 22 List any GSA contracts or Standing Offers and Supply The Charles Machine Works does not hold a GSA contract but like HGAC and Buy Board our Arrangements (SOSA) that you hold. What is the products are sold on a GSA contract that is administered through a third party. annual sales volume for each of these contracts over the past three years? Note: As a publicly traded company the detailed sales information for each contract is considered confidential. Table 4: References/Testimonials Line Item 23. Supply reference information from three customers who are eligible to be Sourcewell participating entities. Entity Name * Contact Name * Phone Number* City of Berthoud Brandon Keegan 970-980-4410 City of Jeffersonville John Walling 502-551-1305 Augusta County Service Authority Chuck Butler Table 5: Top Five Government or Education Customers 540-487-9440 Line Item 24. Provide a list of your top five government, education, or non-profit customers (entity name is optional), including entity type, the state or province the entity is located in, scope of the project(s), size of transaction(s), and dollar volumes from the past three years. Entity Name Entity Type * State / Province * Scope of Work * Size of Transactions * Dollar Volume Past Three * Years Confidential Government Texas - TX Machines purchased for Utility 3 Units $590,034 Installations/Maintenance Confidential Government North Carolina - NC Machines purchased for Utility 4 Units $417,164 Installations/Maintenance Confidential Government Tennessee - TN Machines purchased for Utility 2 Units $417,164 Installations/Maintenance Confidential Government Alabama - AL Machines purchased for Utility 6 Units $416,669 Installations/Maintenance and other misc. municipal work Confidential Government Washington - WA Machines purchased for Utility 3 Units $395,507 Installations/Maintenance Bid Number: RFP 110421 Vendor Name: The Charles Machine Works, Inc. DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87B2962 Table 6: Ability to Sell and Deliver Service Describe your company's capability to meet the needs of Sourcewell participating entities across the US and Canada, as applicable. Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers (full-time equivalents) involved in each sector, whether these workers are your direct employees (or employees of a third party), and any overlap between the sales and service functions. Line Item Question Response* 25 Sales force. The Ditch Witch® Factory has 25 sales, product specialists and marketing personnel who work with our specialist dealership organization across the entire United States and Canada in all facets of the business. Dealers employ more than 250 professional salespersons in the local area markets across the US and Canada that are positioned to service all Sourcewell members. 26 Dealer network or other distribution methods. We have an independent specialized Ditch Witch® dealer organization in North America whose focus is the sales, service and support of the Ditch Witch, HammerHead® and Subsite® product lines. There are 28 dealer owners with over 150 branch locations in North America. Within those locations, there are 250+ sales personnel and 250+ parts employees to provide sales, support and training to Ditch Witch customers. We have included a list of our dealers and their locations with this proposal. 27 Service force. In addition to a team of Service Support and Parts Supports Managers located in the Perry Campus the dealership organization has well over 600 trained service personnel throughout North America to provide unmatched service support to our customers. The factory employees and the dealers employees work in tandem to make sure that our customers are fully satisfied with the productivity of their equipment. 28 Describe the ordering process. If orders will be Our order process for Sourcewell is as follows: handled by distributors, dealers or others, explain the 1. Our dealership sales personnel work with the Sourcewell member to spec the equipment properly for respective roles of the Proposer and others. their area. 2. the local DW dealer provides this information to our internal Global Account group to quote the unit with the Sourcewell pricing. 3. Once the Sourcewell customer decides to purchase, the Purchase Order is made out to The Charles Machine Works, Inc. 4. The Ditch Witch® dealer orders the equipment or delivers out of their inventory to the Sourcewell customer. 5. Upon delivery the Ditch Witch dealer sends in a delivery receipt to the factory. 6. The factory bills the Sourcewell member, and at the same time, funds our dealer for the sale. By having this type of system, all Sourcewell sales go through one entity, the factory, so we can track the sale and give the proper quarterly sales and fee to Sourcewell. 29 Describe in detail the process and procedure of As indicated in questions 25-28 we have an extensive specialized Dealer Network with all dealer your customer service program, if applicable. branch locations having full service shops with specialized tools and equipment to service and maintain Include your response -time capabilities and our customers machines. Dealer technician follow a complete factory training certification program commitments, as well as any incentives that help Dealer locations team with the factory to insure that our customers are repaired and back on the job your providers meet your stated service goals or site as quickly as possible. As with any service organization shop load is the determining factor on promises. how rapidly a unit can be repaired and returned to the customer. That said, the dealership works closely with our factory service reps to insure that repairs are timely and more importantly, fixed correctly. Our years of industry success can be directly attributed to our world class service after the sale. One example of our world class service is our Pro Technician program. The Pro -Technician program was developed by the Ditch Witch® organization to provide comprehensive product training for Ditch Witch service technicians. This extensive training program - consisting of bronze, silver, and gold levels - focuses specifically on Ditch Witch products and insures that the technicians that service and repair your machines are among the most knowledgeable in the industry. 30 Describe your ability and willingness to provide your Pledge on our Website: "At Ditch Witch, we don't just sell equipment. We pledge to be there when you products and services to Sourcewell participating need us. With a promise to help you be more productive. A passion to help you be more profitable. entities in the United States. And the simple understanding that time is money." With the complete dealer coverage throughout the United States (93 locations) we are more than able to provide products, and services to Sourcewell entities. Every dealer in the Ditch Witch network participates in the Sourcewell contract and views the Sourcewell contract as a valuable asset to their business and as such will provide the best possible service to all Sourcewell owners. 31 Describe your ability and willingness to provide your With the complete dealer coverage in Canada (46 locations across 9 provinces) we are more than products and services to Sourcewell participating able to provide products, and services to Sourcewell entities. Just like in the U.S. every dealer entities in Canada. location in Canada network participates in the Sourcewell contract when the opportunity exists and views the Sourcewell contract as a valuable asset to their business and as such will provide the best possible service to all Sourcewell owners. 32 Identify any geographic areas of the United States We will fully service all geographic areas of the United States and Canada. With 150 plus dealer or Canada that you will NOT be fully serving through locations across North America we are able to reach every geographic sector. the proposed contract. 33 Identify any Sourcewell participating entity sectors We service all Sourcewell member sectors. As stated in question 32, with 150 plus dealer locations (i.e., government, education, not -for -profit) that you across North America we are able to reach every geographic sector and we are not limited by other will NOT be fully serving through the proposed cooperative contracts in our ability to service the Sourcewell contract and its members. contract. Explain in detail. For example, does your company have only a regional presence, or do other cooperative purchasing contracts limit your ability to promote another contract? 34 Define any specific contract requirements or Additional freight will be charged on any equipment purchased in the areas mentioned. Quotes for restrictions that would apply to our participating machines being delivered to Alaska and Hawaii will have the freight charges indicated on the quote. entities in Hawaii and Alaska and in US Territories. Bid Number: RFP 110421 Vendor Name: The Charles Machine Works, Inc. DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87B2962 Table 7: Marketing Plan Line Item Question ■ 35 Describe your marketing strategy for promoting this contract opportunity. Upload representative samples of your marketing materials (if applicable) in the document upload section of your response. 36 Describe your use of technology and digital data (e.g., social media, metadata usage) to enhance marketing effectiveness. 37 In your view, what is Sourcewell's role in promoting contracts arising out of this RFP? How will you integrate a Sourcewell-awarded contract into your sales process? 38 Are your products or services available through an e-procurement ordering process? If so, describe your e-procurement system and how governmental and educational customers have used it. Table 8: Value -Added Attributes Line Item IQuestion 39 40 Describe any product, equipment, maintenance, or operator training programs that you offer to Sourcewell participating entities. Include details, such as whether training is standard or optional, who provides training, and any costs that apply. Describe any technological advances that your proposed products or services offer. Response* • Ditch Witch& will promote the Sourcewell partnership on our dealer channel communications web site. The Ditch Witch Dealer Central intranet site provides dealers with all of the information and tools they need to work in concert with the factory on all products, ordering, quoting, product support and more. The Sourcewell program will be consistently communicated to our dealer channel throughout the year via this critical site. This will allow Ditch Witch dealers to inform their sales, parts and service teams to support Sourcewell members in the marketplace. • Ditch Witch is creating a sales flier that will showcase and explain the Sourcewell and Ditch Witch partnership program. This can be made available as a PDF for local printing at all Ditch Witch dealership locations. • Ditch Witch has created an informational PowerPoint presentation that provides all of the important information and details that Ditch Witch dealers need to effectively execute the Sourcewell partnership program. This information is also available 24/7 on the Dealer Central web site for all dealer and factory personnel. • The Ditch Witch factory will distribute the Sourcewell member list by Ditch Witch dealer APR (Area of Primary Responsibility) two times per year which will provide our dealer sales force with the exact members in each of their territories. • We will use the Sourcewell member list in conjunction with the local dealers to actively pursue current members business as well as use the member list to promote other local SLED agencies that may not be a Sourcewell member to become a member. We have found that the member lists are invaluable tool for "helping" an apprehensive entity to become comfortable with Sourcewell when they see their neighboring city is a Sourcewell member. • In addition, we will prepare a press release and then post in our Press Room: http://www.ditchwitch.com/press-room. Other ways we market partnerships are through our website We deploy a comprehensive range of digital marketing and media tools to enhance our customers' experience with our brands, to support our new product launches, to sustain existing product leadership and build stronger relationships. These tools include social media, smart display, paid search, marketing automation, social sentiment tracking and more. Facebook, Twitter, Linked In, You Tube and Instagram are examples of social media in which we are active. We also have a very comprehensive web site designed to be not only very informative and educational but, interactive with the customer. Our My Ditch Witch portal allows customers to track their machines and monitor the performance of their fleet. We would expect Sourcewell to be a partner with The Charles Machine works in promoting our newly awarded contract by issuing an email blast to all current Sourcewell members which announces that the award was given to The Chares Machine Works (Ditch Witch). We would also like to see the announcement on all Sourcewell social media outlets. Thought out the course of the contract we would expect that Sourcewell be the leader in promoting the use of procurement contracts and include Ditch Witch in all publications/advertisements that promote Sourcewell available contract holders. We would expect that Sourcewell attend all industry government industry trade shows to promote Sourcewell vendors and processes. We have worked for years to promote Sourcewell in our sales processes with our dealer network and as a result Sourcewell is almost second nature to our dealer salespeople. The Sourcewell sales process is not only documented in our dealer portal but, also supported with new salesperson training and two power point presentations on how to use Sourcewell as a selling tool and the internal sales process. Additionally, all local Sourcewell training opportunities through Sourcewell University and Sourcewell Sales Accelerator are sent to the internal Region Sales Manager and also the local dealer locations encouraging them to enroll dealer salespeople that need such training. This includes both new salespeople and seasoned salespeople as a refresher course. Due to the unique and endless configurations of our products it is very difficult to develop an a procurement system for our products. Each model requires a custom quote. That said we are excited to see the new and upcoming Sourcewell market place which we are anxious to participate. We feel this could help with marketing and developing an a commerce solution to Sourcewell members. Our intent is to be very active in the Sourcewell Marketplace and make it as effective as possible. (Response* Operator and equipment training are performed at the time of delivery by our dealership organization. Maintenance training is performed on an as -needed basis from our authorized Ditch Witch& dealers or the Ditch Witch factory. This initial training is performed at no charge to the Sourcewell member. Additionally operator and safety training is available in the MY Ditch Witch tab at www.ditchwitch.com. We are the only manufacturer in our industry that designs and builds the majority of the components used in our equipment on -site. This is what we refer to as a systems approach; for example, we design and manufacture our directional drills, the drill pipe that is used with the drill, the down hole tools, as well as the electronic guidance system, at our own facilities rather than purchase outside and bring it in for our products. This gives us an advantage by being responsible for our quality and being able to affect change in any of these items in a much shorter time Below is a list of technological advances we build into our machines. SK3000 Compact Utility Loader 3102 Ibs rated operating capacity (ROC) 118-inch hinge pin height Under CDL requirements Integrated hydraulic controls Bid Number: RFP 110421 Vendor Name: The Charles Machine Works, Inc. DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87B2962 Self -leveling arms with ride control Patented throttle control system linked to platform; more fuel efficient 360-degree visibility Easy on/off platform SK600, SK800, SK900, SK1050, SK1550 Compact Utility Loaders Patented cruise control on ground drive Patented hydraulic control system with integrated platform switch Patented hydraulic auxiliary manifold for dual aux 360-degree visibility Easy on/off platform Up to 1978 Ibs rated operating capacity (ROC) Up to 94.5-inch hinge pin height Zahn - Stand -on Articulating Tool Carrier Patented stand -on articulation Patented quick change front end 360-degree visibility Easy on/off platform 410SX Vibratory Plow - 49.6-hp Gas engine, no exhaust cleaning or after treatment Optional front attachment, such as a trencher Easy to use, color coded controls, with operator presence system Install cable and pipe up to 24" deep C12X, C14, C16X, C24X, C30X Pedestrian Trenchers Patented sprocket w/ double mud relief Patented non -symmetrical tracks for balance Patented track and guide member Up to 6" trench width, up to 48" dig depth Utiliguard Utility Locators High -contrast LCD display is visible in all conditions, including direct sunlight. Remotely control the transmitter with the receiver. Wireless technology simplifies communication and data transfer to other communication devices. UtiliGuard 2 locator is direction enabled, i.e., provides the direction of the current to help you identify the target line. - Ambient Interference Measurement (AIM) technology scans the surrounding area for noise and recommends the best frequencies for the fastest, most accurate locates. Marksman Plus HDD Guidance - Superior performance in high -noise environments with the industry's widest range of frequencies in a single beacon. Scans the most -usable frequencies, selecting the best choice to avoid interference. Stronger communication between tracker and beacon at extended depths (130+ feet) for more productive bores. Intuitive user interfaces for ease of use; choose Classic View or the new Marksman View. Advanced locating methods let you use your preferred method of locating. Drill -To Mode: Extended range enables the drill operator to make real-time corrections further out, improving bore accuracy Utility Inspection High -resolution video with a total zoom of 40:1 (10X optical and 4X digital). Integrated pan/tilt head with built-in ultra -bright, fully adjustable LEDs. Remote controlled with full camera head swing/rotation. Programmable pan and rotate limits with on -screen instructions. Internal pressure and humidity sensors and internal clock with startup counter. Home function to return camera head to straight -ahead position. LED lights with remote -controlled settings. JT5, JT10, JT20 Horizontal Directional Drills JT5/JT10-Optional GPS for theft protection JT20 -Wireless ground drive -ease of set up and mobiling Dual stick operation -operator comfort Drill and pipe loader automation- Ease of operation Orange Intel-Telematics technology JT28 Horizontal Directional Drill Wireless ground drive -ease of set up and mobiling Dual stick operation -operator comfort Drill and pipe loader automation- Ease of operation Orange Intel-Telematics technology JT24 Horizontal Directional Drill Operator uptime features, including manual overrides for key drilling operations. Alternate joysticks for Ditch Witch or Vermeer style drill operations. Ergonomic operator station for hours of comfortable operation. Consistent user controls with other platform drill family. Helps operators go from one machine to another with seamless operation training. Also allows component sourcing and the use of more common components. - Wireless operator control allows the operator the ability to move to key tight areas, ensuring perfect setup and rod entry points. Horizontal shuttle pipe loader increases reliability while maintaining lower pipe box positioning. Wide stance undercarriage makes this the most side slope stable drill on the market! Heavy duty rotational drive and thrust drive components, providing big drill performance on a small drill. Patented open sided breakout JT32, JT40 Horizontal Directional Drills Operator uptime features, including manual overrides for key drilling operations. Alternate joysticks for Ditch Witch or Vermeer style drill operations. Ergonomic operator station for hours of comfortable operation. Consistent user controls with other platform drill family. Helps operators go from one machine to another Bid Number: RFP 110421 Vendor Name: The Charles Machine Works, Inc. DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87B2962 with seamless operation training. Also allows component sourcing and the use of more common components. - Wireless operator control allows the operator the ability to move to key tight areas, ensuring perfect setup and rod entry points. Horizontal shuttle pipe loader increases reliability while maintaining lower pipe box positioning. Heavy duty rotational drive and thrust drive components, providing big drill performance on a small drill. Orange Intel- Telematics Technology Patented open sided breakout Carriage Thrust Break Patented Virtual carriage brake Thrust and Rotation limiter Patented slide cartridge- reduces downtime AT32, AT40 Horizontal Directional Drill Patented Dual Pipe system -Production and serviceability Patented Rockmaster housing- Switchback All of the call outs in JT version above RT70 Riding Trencher Centrifugal cooling fan Single piece advanced composite hood with lift assist Trench depth meter, providing display and logging of trench depth, distance, profile, and productivity. Anti -stall technology Advanced cruise control Enhanced rear steer with active center, crab & coordinated steering modes Tier 4 Final/Stage V engine and aftertreatment 120 degree swivel seat 3 speed shift -on -the -fly w/ autoshift software Reconfigurable to tracks for tires as needed Electric over hydraulic attachments CAN BUS Ergonomic operator station, designed for cool operation, comfort, and visibility of attachments & surroundings. Center & offset trencher, plow, backhoe, reel carrier Microtrenching Attachments Optional GPS and Telematics with OrangelntelTM RT80 Riding Trencher Tier 4 Final or T4i offerings Advanced cruise control Reconfigurable to tracks for tires as needed Swivel seat Center & offset trencher, combo, saw, plow, backhoe, reel carrier Microtrenching Attachments Optional GPS and Telematics with OrangelntelTM- RT120, RT120Q Riding Trencher Advanced cruise control Swivel seat Center & offset trencher, combo, saw, plow, backhoe, reel carrier Optional GPS with OrangelntelTM RT125, RT125Q Riding Trencher Tier 4 Final engine and aftertreatment Advanced cruise control 3 speed shift -on -the -fly w/ autoshift software 120 degree swivel seat Electric over hydraulic attachments CAN BUS Center & offset trencher, combo, saw, plow, backhoe, reel carrier Microtrenching Attachments Enclosed cab (optional) with heat, A/C & pressurization OrangelntelTM Telematics standard M200/300 Reclaimers - Derrick Technology MV Hydrovacs 31 HP Vanguard Engine Reverse Flow Jib Boom Purpose built vac trailer 15' Hg lift 500 CFM Water system HX Hydrovacs Reverse Flow Remote control operation Power Boom Water System w/ 3000 PSI 15' Hg lift Prospector Digging Lance 1315 CFM Purpose built vac trailer Orange Intel Telematics Standard feature of machine monitoring for larger HD drills and riding trenchers. Geo-Fencing Troubleshooting Optional GPS kits for smaller compact equipment Bid Number: RFP 110421 Vendor Name: The Charles Machine Works, Inc. DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87B2962 41 Describe any "green" initiatives that relate Ditch Witch has always been very diligent in making sure that we are good stewards of the environment. to your company or to your products or Those efforts have been ratcheted up to an even greater degree now that we are part of the Toro family. services, and include a list of the Part of the Toro purpose is "to help our customers enrich the beauty, productivity and sustainability of the certifying agency for each. land." the full details of our sustainability initiative can be found at https://thetorocompany. com/sustai na bi lity/sustai na bi lity-endures. The "green" initiatives at our manufacturing facility include the following: - Recycling of cardboard, glass, plastic and scrap metal. -We also capture waste oil and any ethylene glycol for recycling. -Wooden pallets are taken to our city recycling location to be shredded. -Janitorial supplies used for cleaning in our facility are all green products. - Machine coolant in our NC machines and lathes in our machine shop are green. -No petroleum -based products are used for coolant. -Lighting in the plant has been changed over to low consumption florescent lights which save energy. -Our parking lot lights are all LED lights, again to save energy. -We also heat and cool three of our buildings at our manufacturing facility with ground source heat pumps designed to save energy. -Since being purchased by Toro they have implemented a new energy management system to monitor energy consumption and resource efficiency at production facilities. We have replaced paper manuals with on line digital manuals to reduce paper usage. Our Hammerhead brand introduced "cure in place pipes" whereby aging and or ruptured pipes are repaired with a revolutionary Blue Light LED system. This system extends the life of existing pipe networks and reduces landfill waste. 42 Identify any third -party issued eco-labels, 2020 Editor's Choice Award, Green Industry Pros: SK3000 full-size stand -on skid steer ratings or certifications that your company has received for the equipment or The SK3000 was selected by Green Industry Pros for a 2019 • Editor's Choice Award. products included in your Proposal related to energy efficiency or conservation, life- The Toro Company (parent company) was pleased to be recognized as a 2020 Recycling Demand Champion cycle design (cradle -to -cradle), or other by The Association of Plastic Recyclers (APR). green/sustainability factors. -In 2020, the U.S. Environmental Protection Agency recognized The Toro Company (parent company) with a WaterSenseO Excellence Award for the fifth consecutive year. This prestigious award recognizes companies that demonstrate a commitment to promoting water efficiency and reducing waste through education and developing products that are independently certified to use less water. 43 Describe any Women or Minority While we do not have any dealers that we are aware of with certifications in these categories we do have two Business Entity (WMBE), Small Business dealers that have a female majority ownership and several others with non -majority female ownership. We also Entity (SBE), or veteran owned business have other dealers that are veterans but are not certified as Veteran owned corporations. certifications that your company or hub partners have obtained. Upload documentation of certification (as applicable) in the document upload section of your response. 44 What unique attributes does your Pledge on our Website: "At Ditch Witch, we don't just sell equipment. We pledge to be there when you need company, your products, or your services us. With a promise to help you be more productive. A passion to help you be more profitable. And the simple offer to Sourcewell participating entities? understanding that time is money." What makes your proposed solutions unique in your industry as it applies to We are the only manufacturer in our industry that designs and builds the majority of the components used in Sourcewell participating entities? our equipment on -site. This is what we refer to as a systems approach; for example, we design and manufacture our directional drills, the drill pipe that is used with the drill, the down hole tools, as well as the electronic guidance system, at our own facilities rather than purchase outside and bring it in for our products. This gives us an advantage by being responsible for our quality and being able to affect change in any of these items in a much shorter time frame. We feel that using the approach described above gives us the ability to offer a better quality product, as the components are designed for use in a particular unit, as opposed to a purchased component off the shelf. We have competitors in all of the products that we manufacture at Ditch Witch. What makes a difference is how we manufacture our products vs. our competition. Manufacturing a large portion of our products ourselves gives us advantages that are not the same as our competition. A good example is the fact that we design and manufacture our Directional Drills, the drill pipe that goes with that particular model, and the electronics that go with the drill to track its progress and give accurate location information. Our competitors don't make their own drill pipe or electronics as they depend on other manufacturers to supply them. We have better control and can make necessary changes faster by not having to depend on other companies. We also manufacture our own tanks and trailers for our vac systems. Again, our competitors rely on other manufacturers for these products. Our factory trained technicians make Ditch Witch service stand out in the industry. The Ditch Witch ProTechnician program was developed by the Ditch Witch® organization to provide comprehensive product training for Ditch Witch service technicians. This extensive training program - consisting of bronze, silver, and gold levels - focuses specifically on Ditch Witch products and insures that the technicians that service and repair your machines are among the most knowledgeable in the industry. For all of these reasons Ditch Witch has become synonymous with the underground trenching industry. Much like Kleenex is to facial tissue Ditch Witch is to underground trenching machines. There is a lot of value to a customer to purchase from such a highly recognized manufacturer. Bid Number: RFP 110421 Vendor Name: The Charles Machine Works, Inc. DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87B2962 Table 9: Warranty Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in addition to responding to the questions below. Line Item I Question Response 45 Do your warranties cover all products, parts, and labor? Yes, our standard factory warranty covers all products for failures in material and workmanship. (Excluding wear items.) All parts and labor for warrantable failures are covered by the standard warranty. The Sourcewell member is responsible for all required maintenance and adjustments as stated in the operating manual for each model. Failure to perform required maintenance may be grounds for denial of warranty for a component negatively affected by failure to perform maintenance. Exclusions from Product Warranty •AII incidental or consequential damages. •AII defects, damages, or injuries caused by misuse, abuse, improper installation, alteration, neglect, or uses other than those for which products were intended. •AII defects, damages, or injuries caused by improper training, operation, or servicing of products in a manner inconsistent with manufacturer's recommendations. •AII engines and engine accessories (these are covered by original manufacturer's warranty). -Tires, belts, and other parts which may be subject to another manufacturer's warranty (such warranty will be available to purchaser A copy of our limited warranty can be found in the Attached Owners Manual. Each machine purchased will come with a copy of the owners manual which contains a copy of our manufacturers limited warranty. 46 Do your warranties impose usage restrictions or other No. (see section 45 for any exclusions) limitations that adversely affect coverage? 47 Do your warranties cover the expense of technicians' travel Yes. For any unit that is over 50hp we pay our dealerships a fee for up to 400 miles if a time and mileage to perform warranty repairs? service truck is dispatched, plus pay for parts and labor for the repairs. Other travel time may be approved on a case by case basis as deemed necessary. 48 Are there any geographic regions of the United States or No. Our dealer network encompasses the entirety of the United States and Canada. We Canada (as applicable) for which you cannot provide a have 150+ brick and mortar locations with service trucks and over 600 technicians for certified technician to perform warranty repairs? How will service and warranty repairs. Sourcewell participating entities in these regions be provided service for warranty repair? 49 Will you cover warranty service for items made by other Yes, excluding the following: Engines, tires, batteries or VanAir Systems which are covered manufacturers that are part of your proposal, or are these by their respective manufacturers warranties. warranties issues typically passed on to the original equipment manufacturer? 50 What are your proposed exchange and return programs and New, unused, uninstalled parts in their original containers are eligible for return within 90 policies? days of purchase. Return shipment to Ditch Witch will be the responsibility of the customer. All sales of wholegoods are final and not eligible for return. We reserve the right to make good faith customer satisfaction decisions on all customer purchases up to and including returns/exchanges. 51 Describe any service contract options for the items included The Ditch Witch dealership offers up to a 2000 hour service contract that can be purchasJbe in your proposal. locally from the servicing dealer. If a customer chooses a service contract the price will included on the Sourcewell quote. Table 10: Payment Terms and Financing Options Line Item Question Response* 52 Describe your payment terms and accepted payment Payment terms are Net 30. We accept check, and or payment via ACH transfer. methods? 53 Describe any leasing or financing options available for Ditch Witch® Financial Services, our in-house finance group, offers a complete package of leasing and use by educational or governmental entities. conditional sales programs to meet the needs of our customers. Lease terms and rates are as follows: The 24, 36 & 48 month lease Index rate is determined based on the 3 year, 4 year and 5 year published swap rates on the Board of Governors of the Federal Reserve System and is adjusted quarterly. The Ditch Witch® Financial Services (DWFS) standard lease is a purchase option lease and not considered a fair market value lease. Residuals are determined before contract agreement has been signed. Lease terms are 24,36,48 and 60 months. Ditch Witch® Financial Services (DWFS) is a private label group under Bank of the West, which is a subsidiary bank of BNP Paribas. 54 Describe any standard transaction documents that you We will provide the customer with an authorized Sourcewell price quote from Ditch Witch for any product a propose to use in connection with an awarded contract Sourcewell member wishes to have quoted. We will accept a standard Purchase Order from the customer. (order forms, terms and conditions, service level Once the unit is delivered by the local servicing dealer the customer will need to sign a delivery receipt. agreements, etc.). Upload a sample of each (as Ditch Witch will then invoice the member on our standard invoice. Sample copies are attached. applicable) in the document upload section of your response. 55 Do you accept the P-card procurement and payment No, not at this time. process? If so, is there any additional cost to Sourcewell participating entities for using this process? We reserve the right to initiate the acceptance of P-Cards at a future date of our choosing should we decide to pursue a P-Card payment method. Bid Number: RFP 110421 Vendor Name: The Charles Machine Works, Inc. DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87B2962 Table 11: Pricing and Delivery Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract as described in the RFP, the template Contract, and the Sourcewell Price and Product Change Request Form. Line question Item 56 Describe your pricing model (e.g., line -item discounts or product -category discounts). Provide detailed pricing data (including standard or list pricing and the Sourcewell discounted price) on all of the items that you want Sourcewell to consider as part of your RFP response. If applicable, provide a SKU for each item in your proposal. Upload your pricing materials (if applicable) in the document upload section of your response. 57 Quantify the pricing discount represented by the pricing proposal in this response. For example, if the pricing in your response represents a percentage discount from MSRP or list, state the percentage or percentage range. 58 Describe any quantity or volume discounts or rebate programs that you offer. 59 Propose a method of facilitating "sourced" products or related services, which may be referred to as 'open market' items or "nonstandard options'. For example, you may supply such items "at cost' or "at cost plus a percentage," or you may supply a quote for each such request. 60 Identify any element of the total cost of acquisition that is NOT included in the pricing submitted with your response. This includes all additional charges associated with a purchase that are not directly identified as freight or shipping charges. For example, list costs for items like pre - delivery inspection, installation, set up, mandatory training, or initial inspection. Identify any parties that impose such costs and their relationship to the Proposer. 61 If freight, delivery, or shipping is an additional cost to the Sourcewell participating entity, describe in detail the complete freight, shipping, and delivery program. 62 Specifically describe freight, shipping, and delivery terms or programs available for Alaska, Hawaii, Canada, or any offshore delivery. Describe any unique distribution and/or delivery methods or options offered in your proposal. Table 12: Pricing Offered Response Our pricing model is a discount from the Manufactures Stated Retail Price MSRP on each product. Attached to the RFP is a list of all products and their MSRP prices. Discounts to Canada will be 2% less than the discounts offered in the US. This will account for all customs fees and other associated costs associated with shipping from the U.S. to Canada. Attached are price lists by model. Note: We have included the price lists in both excel and PDF format in case there are any issues with opening large excel files. Ditch Witch is offering discounts up to 10% from our manufacturers stated retail prices on all Ditch Witch, Hammerhead, and Subsite equipment. See attached pricing sheets for specific discounts on each model. Note: We have included the price lists in both excel and PDF format in case there are any issues with opening large excel files. Since we consider the Sourcewell Contract, and therefore their members, to corporately qualify for high volume discounts or rebates we offer a very attractive discount up front on all machines. Our pricing is best pricing up front and therefore additional volume discounts or rebates are not necessary and therefore not offered in our proposal. Local dealers may, from time to time, may offer special pricing to compete in their local markets. Such pricing will be at dealer discretion and will always be below the Sourcewell contract price. Sourced products will be provided locally through the delivering dealer. The delivering dealer will provide a quote for the non Ditch Witch "sourced" product and the quote will be added onto the quote for the Sourcewell customer. The customer will have the option to accept the quoted price or reject the price and choose to only purchase the approved Sourcewell product from Ditch Witch or its sister companies. Then the customer would be free to purchase a "Sourced" item from the brand of their choosing. There are installation charges associated with certain optional features that may need to be installed on the Ditch Witch machines. Installation charges for those items will be clearly listed on the quote for the Sourcewell customer. All products are shipped from our factory in Perry, OK to the local Ditch Witch dealer that will be making the final delivery of the product to the Sourcewell member. We have attached a freight matrix that details current shipping rates to each geographic area of the country including rates to ship into Canada. The local dealer does not charge freight or a delivery charge for final delivery from he dealer to the local Sourcewell member. Other freight charges per item are included in the pricing lists. In certain instances Sourcewell members may take delivery from dealer inventory however, such inventory will be subject to the same freight charges as new production orders from the factory. Freight to Hawaii and Alaska will be quoted separately as needed. All freight charges will be listed on the final quote provided to all Sourcewell customers prior to their placement of the order to Ditch Witch. Canada rates are listed int he freight matrix as indicated in question #61. Freight to Hawaii and Alaska will be quoted separately as needed. Note: Shipping rates to Alaska and Hawaii have varied drastically over the last 18months and will continue to vary for the foreseeable future. All freight charges will be listed on the final quote provided to all Sourcewell customers prior to their placement of the order to Ditch Witch. All of the equipment in this proposal will receive a Pre -Delivery Inspection (PDI) from the Ditch Witch dealer that includes a multi -point inspection of key components to insure everything complies with the Ditch Witch standard operations of the machines. A delivery checklist is reviewed with the customer to insure that key are covered by the dealer. This includes the provision of an operators manual for each machine, explanation of the standard limited warranty and phone numbers and contact information of the dealer service and parts personnel in the event that they would need to be contacted by the member This may also include operator training at time of delivery as needed. Line The Pricing Offered in this Proposal is: , ■ ' Comments Item 64 c. better than the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments. Soucewell is our premier conduit to deliver our product to Government customers and as such we offer premium pricing to Sourcewell members. Bid Number: RFP 110421 Vendor Name: The Charles Machine Works, Inc. DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87B2962 Table 13: Audit and Administrative Fee Line Item Question 65 Specifically describe any self -audit process or program that you plan to employ to verify compliance with your proposed Contract with Sourcewell. This process includes ensuring that Sourcewell participating entities obtain the proper pricing, that the Vendor reports all sales under the Contract each quarter, and that the Vendor remits the proper administrative fee to Sourcewell. Provide sufficient detail to support your ability to report quarterly sales to Sourcewell as described in the Contract template. 66 If you are awarded a contract, provide a few examples of internal metrics that will be tracked to measure whether you are having success with the contract. 67 Identify a proposed administrative fee that you will pay to Sourcewell for facilitating, managing, and promoting the Sourcewell Contract in the event that you are awarded a Contract. This fee is typically calculated as a percentage of Vendors sales under the Contract or as a per -unit fee; it is not a line -item addition to the Member's cost of goods. (See the RFP and template Contract for additional details.) Response* 1. All Sourcewell quotes will be generated by the Ditch Witch factory and not from the independent dealer network. All quotes will be on an official Ditch Witch Quote (Sample attached) 2. All purchase orders for the purchase of machines on the Sourcewell program will be issued to The Charles Machine Works and not the servicing dealer. This will ensure the PO matches the official quote. 3. Invoicing to the customer will be directly from the Charles Machine Works. 4. Payment will be made to The Charles Machine Works. With this process we remove the dealer from all pricing and guarantees that the Sourcewell contract pricing is compliant. In addition since all invoicing is provided by The Charles Machine Works we track each sale in our system by customer member number in our sales systems. We then run quarterly reports directly from our sales accounting system to insure every sale on the Sourcewell contract is not only priced correctly but also reported to Sourcewell correctly so that the administrative fee will be correct. We provide monthly sales reports on the Sourcewell contract to our internal stakeholders and executive management. Example attached. The Charles Machine Works, Inc. will propose to pay Sourcewell a fee of 2% of the contract sales price of the machine less any freight and set up for all products in our proposal. Table 14A: Depth and Breadth of Offered Equipment Products and Services Line luestion Response* Item 11 68 Provide a detailed description of the equipment, We are offering the complete line of Ditch Witch® pedestrian and ride on trenchers, vibratory plows, products, and services that you are offering in your compact utility products, stand on track loaders and attachments, directional drills, vacuum excavation proposal. products, micro trenching products Subsite® pipe and cable locators, tracking electronics, as well as the complete line of HammerHead® pneumatic piercing tools.. All of these products are offered and available through our extensive dealer network. See attached for a list of current models. 69 Within this RFP category there may be subcategories of solutions. List subcategory titles that best describe your products and services. Ditch Witch Model Summary Pedestrian Trencher line up offer Engines from 12-31 hp and dig depths of 24-48 inches. Ride on Trenchers line up offers Engines from to 130hp and trencher dig depths to 97" Stand On Skid Steers have operating capacities from 600lbs to 3,100lbs. Vacuum Excavators Range from 150-gallon to 800-gallon Vacuum tanks. Ditch Witch Directional Drills range from 4,100 lbs. and 70,000 lbs. of Thrust Force. Subsite Electronics offers several models of HDD Guidance locators including Marksman, TK Recan, TK Recon repeater, Commander 7, Field Scout, Scoutview, HDD Beacons, TMS Plus and TSR Mobile. Subsite HDD Guidance systems and our exclusive Green OpsTM process give you a clear plan, more control, and faster reporting for safer, more productive jobs. Subsite Electronics also offers a complete line of utility locators including Utiliguard 2, 830R/T, Locating beacons and 2550GR ground penetrating radars system. Before you dig, trench or bore, you need a clear understanding of the hazards below your jobsite. Without it, you're working blind. Hammerhead offers a complete line of mole piercing tools. Including the Active head, Catamount and Standard tools moles as well as the Moletrac locating kit. HammerHead Mole® piercing tools are some of the most reliable in the industry today. With more than 24 models ranging from 2" to 8" (50 to 200 mm). HammerHead Mole piercing tools feature an industry -leading design that uses the heaviest one-piece striker in the industry. Our body housing design provides better durability and tool life than competitive models. Ditch Witch Utility trailers purpose built for the transportation of Ditch Witch branded equipment Bid Number: RFP 110421 Vendor Name: The Charles Machine Works, Inc. DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87B2962 Table 14B: Depth and Breadth of Offered Equipment Products and Services Indicate below if the listed types or classes of equipment, products, and services are offered within your proposal. Provide additional comments in the text box provided, as necessary. Line Item Category or Type M Offered 70 Telescopic, articulated, mast, and boom, aerial lifts, towers, r Yes buckets, and platforms r No 71 Digger derricks, and cable placing, pulling, and tensioning r Yes equipment r. No 72 Directional drills, trenchless excavation equipment, thrust and r Yes boring machines, soil piercing tools, trenchers, rock wheels, r No and pile drivers 73 Utility locating equipment r. Yes r No 74 Accessories, supplies, replacement or wear parts, and r Yes services related to the offering of equipment in Lines 69-72 r No Comments ■ We do not manufacture these products as we specialize in the underground utility market. We do not participate in this category. The Charles Machine Works, Inc., is a family of companies that offers an entire range of fully integrated products that address the installation of pipe and cable underground. That is the singular purpose of our business. Our family of companies complement and complete each other so that we can be the sole source provider from the beginning to the end of every HDD bore. Subsite® Electronics locate existing pipe and cable underground and track the installation of new pipe and cable being installed so that the HDD equipment operator virtually has "eyes that see underground." Ditch Witch® equipment offers a broad line of equipment ranging from mini skid steer units to trenchers to HDD machines to vacuum excavators. American Augers® and Trencor® offer HDD machines in sizes that exceed Ditch Witch models to accommodate the largest of jobs. DWTXS® offers an HDD line of equipment specifically designed for various segments of the international market. The HammerHead® line of equipment ranges from moles to pipe bursters. The Radius® line of HDD tooling complements those manufactured by Ditch Witch and HammerHead for the most complete line of HDD tooling offered by any manufacturer in the underground construction market today. When pre -owned equipment is the answer, MTI® is the one -stop shop for those needs. The synergy created by The Charles Machine Works, Inc., family of companies is intended to give any contractor assurance that we have the product to complete the most difficult of installations of pipe and cable underground and that we do so with maximum productivity and cost efficiencies in mind. Our Subsite products are industry leading in the area of utility locating equipment. We offer all of our branded attachments purchased in conjunction with a whole good machine. We are not offering replacement parts or service as a part of this bid. Replacement parts and service will be provided by the local dealer but, not as a part of this RFP. Bid Number: RFP 110421 Vendor Name: The Charles Machine Works, Inc. DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87132962 Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text. Documents Ensure your submission document(s) conforms to the following: 1. Documents in PDF format are preferred. Documents in ord, Excel, or compatible formats may also be provided. 2. Documents should OT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell. 3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell. 4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan." • Pricing - Pricing.zip - Tuesday ovember 02, 2021 08:11:59 • Financial Strenqth and Stabilitv - Financial Statement Info and Dealer List.zip - Tuesday ovember 02, 2021 08:11:09 • Marketing Plan/Samples - Marketing.zip - ednesday October 2 , 2021 15:12:33 • MBE/MBE/SBE or elated Certificates (optional) • arranty Information - Ditch itch Limited arranty Policy.pdf - ednesday October 2 , 2021 15:01:14 • Standard Transaction Document Samples - Transaction Documents.zip - ednesday October 2 , 2021 15:01:3 • UDIoad dditional Document - Dealer List -Training -Product Technology - Product Lit.zip - Tuesday ovember 02, 2021 08:11:43 Bid Number: RFP 110421 Vendor Name: The Charles Machine Works, Inc. DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87B2962 Addenda, Terms and Conditions PROPOSER AFFIDAVIT AND ASSURANCE OF COMPLIANCE I certify that I am the authorized representative of the Proposer submitting the foregoing Proposal with the legal authority to bind the Proposer to this Affidavit and Assurance of Compliance: 1. The Proposer is submitting this Proposal under its full and complete legal name, and the Proposer legally exists in good standing in the jurisdiction of its residence. 2. The Proposer warrants that the information provided in this Proposal is true, correct, and reliable for purposes of evaluation for contract award. 3. The Proposer, including any person assisting with the creation of this Proposal, has arrived at this Proposal independently and the Proposal has been created without colluding with any other person, company, or parties that have or will submit a proposal under this solicitation; and the Proposal has in all respects been created fairly without any fraud or dishonesty. The Proposer has not directly or indirectly entered into any agreement or arrangement with any person or business in an effort to influence any part of this solicitation or operations of a resulting contract; and the Proposer has not taken any action in restraint of free trade or competitiveness in connection with this solicitation. Additionally, if Proposer has worked with a consultant on the Proposal, the consultant (an individual or a company) has not assisted any other entity that has submitted or will submit a proposal for this solicitation. 4. To the best of its knowledge and belief, and except as otherwise disclosed in the Proposal, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest. An organizational conflict of interest exists when a vendor has an unfair competitive advantage or the vendor's objectivity in performing the contract is, or might be, impaired. 5. The contents of the Proposal have not been communicated by the Proposer or its employees or agents to any person not an employee or legally authorized agent of the Proposer and will not be communicated to any such persons prior to Due Date of this solicitation. 6. If awarded a contract, the Proposer will provide to Sourcewell Participating Entities the equipment, products, and services in accordance with the terms, conditions, and scope of a resulting contract. 7. The Proposer possesses, or will possess before delivering any equipment, products, or services, all applicable licenses or certifications necessary to deliver such equipment, products, or services under any resulting contract. 8. The Proposer agrees to deliver equipment, products, and services through valid contracts, purchase orders, or means that are acceptable to Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first -quality products and related services to Sourcewell Members under an awarded Contract. 9. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders. 10. The Proposer understands that Sourcewell will reject RFP proposals that are marked "confidential" (or "nonpublic," etc.), either substantially or in their entirety. Under Minnesota Statutes Section 13.591, subdivision 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals become public data. Minnesota Statutes Section 13.37 permits only certain narrowly defined data to be considered a "trade secret," and thus nonpublic data under Minnesota's Data Practices Act. 11. Proposer its employees, agents, and subcontractors are not: 1. Included on the "Specially Designated Nationals and Blocked Persons' list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury found at: https://www.treasurygov/ofac/downloads/sdnlist.odf: 2. Included on the government -wide exclusions lists in the United States System for Award Management found at: httos://sam.gov/SAM/: or 3. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this solicitation. r By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - Mike Spillars, Corporate Accounts Manager, The Charles Machine Works The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Proposer foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the bid. r Yes a No The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document. Bid Number: RFP 110421 Vendor Name: The Charles Machine Works, Inc. DocuSign Envelope ID: 15AD1FE4-D741-43C6-8246-6810E87132962 Check the box in the column " I have reviewed this addendum" below to acknowledge each of the addenda. File Name Addend um_4_Public_UtiIity_Equipment_RFP_110421 Thu October 14 2021 04:33 PM Addend um_3_Public_UtiIity_Equipment_RFP_110421 Mon September 27 2021 05:28 PM Addend um_2_Public_UtiIity_Equipment_RFP_110421 Fri September 24 2021 03:55 PM Addendum-1—Public—Utility—EquipmentRFP_110421 Mon September 20 2021 02:54 PM I have reviewed the below addendum and pages attachments (if applicable) r 2 r 1 r 1 r 1 Bid Number: RFP 110421 Vendor Name: The Charles Machine Works, Inc. Exhibit C - Conflict of Interest Questionnaire CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity FORM CIQ This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OF'FICE1.ISEONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who pate Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day alter the date the vendor becomes aware of facts that require the statement to be filed. See Section 176-006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176,006, Local Government Code. An offense under this section is a misdemeanor. I fume of vendor who has a business relationship with local governmental entity. J �1-A. Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 2J Name of local government officer about whom the information is being disclosed. �{ Name of Officer J describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003{a}(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIO as necessary. N•H- A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? F]Yes FIND B. is the vendor receiving or likely to receive taxable income, other than investment income, from or atthe direction of the local government officer or a family member of the officer AND the taxable 'income is not received from the local governmental entity? F7Yes D No Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. J ElCheck this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described fn Section 176.003{a-1). 71 Signature of vendor doing business with the governmental entity fate Form provided byTax as Ethics Commission www.ethics.state.tX.us Revised 1/1/2021 City of Fort Worth, Texas Mayor and Council Communication DATE: 06/13/23 M&C FILE NUMBER: M&C 23-0450 LOG NAME: 13P BLANKET COOPERATIVE AUTHORIZATION FLEET ACQUISITIONS ADK SUBJECT (ALL) Authorize Purchase Agreements with Multiple Vendors for the Purchase of Fleet Vehicles, Off -Road Vehicles, and Other Motorized Equipment up to the Amount of Available Funding in Capital Projects Across Multiple Funds Citywide using Multiple Cooperative Contracts and Interlocal Agreements for Three Years for the Property Management Department RECOMMENDATION: It is recommended that the City Council authorize the execution of purchase agreements with multiple vendors for the purchase of fleet vehicles, off road vehicles, and other motorized equipment up to the amount of available funding in Capital Projects Across Multiple Funds Citywide using multiple cooperative contracts and interlocal agreements for three years for the Property Management Department. DISCUSSION: The Property Management Department's Fleet Acquisitions Division is currently in the process of fulfilling a multi -year backlog of City vehicle and equipment purchases. The biggest challenge in trying to overcome this backlog is the availability of vendors, inventory, and the time it takes for the City to make purchases when vehicles are available. Currently, the City has a backlog of eight (8) years totaling more than $30 million dollars. The City currently has contracts with the following vendors using cooperative contracts: VENDOR �Siddons Martin Emergency Group, LLC �Siddons Martin Emergency Group, LLC �JI­Iouston Holdings, LLC �Versalift Lake Country Chevrolet North Texas Trailers, LLC Silsbee Ford Associated Supply Company (ASCO) Rogue Jet Boatworks, Inc. Lenco Industries, Inc. Polaris Sales, Inc. Nationwide Trailers, LLC �Crafco, Inc. �0Z0W =1:7_%ILTA WI[r] =I2Iwo BuyBoard Houston -Galveston Area Council (HGAC) BuyBoard Sourcewel I The Interlocal Purchasing System (TIPS) Buyboard TIPS BuyBoard General Services Administration (GSA) HGAC Sourcewel I BuyBoard BuyBoard However, due to limited inventory and availability, additional vendors and options are needed. Fleet Acquisitions has already identified twenty-nine additional vendors that are available through cooperatives. Approval of this Mayor & Council Communication (M&C) authorizes the City to execute contracts with any vendor that is currently listed on any valid cooperative that has one or more vehicles or pieces of equipment that is a current need for the City's fleet. This authorization would also include purchases made using Interlocal Agreements with other governmental entities. Fleet Acquisitions recently partnered with the Purchasing Division in an effort to better ensure that the City is able to purchase needed items as quickly and efficiently as possible. The Fleet team meets regularly with key personnel to ensure that specifications are appropriate for the City's fleet, costs are reasonable and acceptable, and that departments are receiving items that meet their business needs. COOPERATIVE PURCHASE and INTERLOCAL AGREEMENTS - State law provides that a local government purchasing an item under a cooperative purchasing agreement or interlocal agreement satisfies state laws requiring that the local government seek competitive bids for purchase of the item. AGREEMENT TERMS - Upon City Council approval of this M&C, the City will have authority to enter into one-time purchase agreements or annual agreements with available vendors for up to three years from the date of approval. At the expiration of three years from the date of approval, the City will seek additional authorization for any necessary contracts at that time. BUSINESS EQUITY - an M/WBE goal is not assigned when purchasing from an approved purchasing cooperative or other public entity. FUNDING - Currently, there is $42,593,019.00 in the City's budget in capital projects across multiple funds citywide for the purpose of funding fleet acquisitions. Prior to each purchase agreement or contract being executed, staff will confirm that funding is available for that purchase and is appropriated for that purpose. All existing contracts shall be amended or terminated to release encumbered funds to ensure that the City is able to make purchases with the vendors that have needed items available for purchase on a rolling basis. No guarantee has been or will be made to any vendor regarding minimum purchases. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budgets, as previously appropriated, in the Vehicle and Equip Replacement Fund, W&S Capital Projects Fund, Stormwater Capital Projects Fund, Municipal Airport Capital Proj Fund, Solid Waste Capital Projects Fund, CCPD Capital Projects Fund, ITS Capital Fund, Fleet Capital Projects Fund, Environmental Prot Cap Proj Fund, Tax Note 2019 Fund and Tax Note 2020 Fund to support the approval of the above recommendation for the purchase of vehicles and equipment. Prior to any expenditures being incurred, the Property Management Department has the responsibility to validate the availability of funds. Submitted for Citv Manaaer's Office bv: Reginald Zeno 8517 Dana Burghdoff 8018 Oriainatina Business Unit Head: Reginald Zeno 8517 Steve Cooke 5134 Additional Information Contact: Jo Ann Gunn 8525 Ashley Kadva 2047