United Parcel Service (UPS) 12/14/2016

CITY NATIONAL JOINT POWERS ALLIANCE® AND UNITED PARCEL SERVICE,INC. PARTICIPATION AGREEMENT THIS PARTICIPATION AGREEMENT (the "Participation Agreement") is made and entered into as of the Effective Date set forth below amongst United Parcel Service, Inc., an Ohio corporation ("UPS"), National Joint Powers Alliance ("NJPA") and City of Everett ("NJPA Member"). This Participation Agreement is binding upon the signatures of all parties. WHEREAS, UPS and NJPA have entered into a Carrier Agreement dated March 20, 2012 (the "Vendor Agreement") pursuant to which UPS agreed to sell to NJPA Members certain transportation services on the terms and conditions described therein; WHEREAS,NJPA Member desires to receive transportation services from UPS at the incentive rates and discounts set forth in this Participation Agreement,and UPS agrees to provide said services to NJPA Member pursuant to certain terms and conditions more particularly described herein,and the attached Exhibits; NOW,THEREFORE,for and in consideration of the foregoing promises,and other good and valuable consideration,the receipt and legal sufficiency of which is hereby acknowledged,the parties agree as follows: 1. Incorporation of the UPS Rate and Service Guides and the UPS Tariff. UPS and NJPA Member agree that all of the terms and conditions of the applicable UPS Rate and Service Guides and the UPS Tariff in effect at the time of shipping are applicable to the provision of services under this Participation Agreement and are incorporated herein by this reference.NJPA Member further acknowledges that it has reviewed and understands the terms and conditions of the UPS Rate and Service Guides and the UPS Tariff. 2. Adoption of the Participation Agreement. NJPA Member is eligible to receive services from UPS under this Participation Agreement as a result of the Vendor Agreement which may be modified, discontinued or terminated in whole or in party by NJPA and/or UPS, at any time. Accordingly,NJPA Member agrees to the terms and conditions of this Participation Agreement and hereby consents to,agrees to be bound by,and waives notice of any extensions,deletions or other modifications of the terms and conditions of the Vendor Agreement (including,without limitation,any extension of the initial term,any addition of new services or programs,or any deletions or modifications thereof). 3. Service. UPS agrees to provide services to NJPA Member pursuant to the terms and conditions of this Participation Agreement and the incentive rates set forth in the Vendor Agreement. By signing this Participation Agreement, NJPA Member agrees that it is solely liable for and will pay all of the charges incurred by NJPA Member for services provided under this Participation Agreement. 4. Term. This Participation Agreement will commence on the Effective Date and will be coterminous with the Vendor Agreement, including any extensions thereof. NJPA Member acknowledges that the initial term of the Vendor Agreement,and by extension thereof,this Participation Agreement,expires on March 11,2017. 5. Representation and Warranty. 5.1. NJPA Member hereby represents and warrants that it meets, and will continue to meet throughout the term of this Participation Agreement,the definition of"NJPA Member"set forth in the Vendor Agreement. 5.2. NJPA Member has provided UPS with all reasonably requested and accurate financial documentation to enable UPS to complete its credit review prior to NJPA Member being eligible to receive UPS services pursuant to this Participation Agreement. Approval is required by UPS' Credit Department for every NJPA Member account, both initially and for any NJPA Members subsequently added to the Participation Agreement. UPS reserves the right to deny commercial credit to any member of NJPA. NJPA acknowledges that UPS does not extend consumer credit privileges. 1