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HomeMy WebLinkAboutContract 62473CSC No. FORT RT_" 62473 CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by W.W. Grainger, Inc ("Vendor") and the City of Fort Worth ("City"), a Texas home -rule municipality, individually referred to as "party" and collectively as the "parties." The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Cooperative Purchase Agreement; 2. Exhibit A —Price List; 3. Exhibit B — Cooperative Agency Contract Omnia 240078-01; 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. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. If any provisions of the attached Exhibits conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Cooperative Purchase Agreement shall control. City shall pay Vendor in accordance with the payment terms in Exhibit A and in accordance with the provisions of this Agreement. Total payment made under this Agreement by City shall not exceed Seven Million Seven Hundred Thousand Dollars ($7,700,00.00) annually. Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement shall be for one year beginning on January 1, 2025 and ending on December 31, 2025. The City shall be able to renew this agreement for four (4) one-year renewal options by written agreement of the parties, so long as the underlying cooperative is also renewed. 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 involving transactions relating 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 parry, its agents, employees, servants or representatives or (2) 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: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 With copy to Fort Worth City Attorney's Office at the same address To VENDOR: W.W. Grainger, Inc Ken White, National Government Sales Manager 100 Grainger Parkway Lake Forest, IL 60045 Email: ken.white0arainaer.com City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of law provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. To the extent the Agreement, in any way, limits the liability of Vendor or requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Chapter 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. (signature page follows) (remainder of this page intentionally left blank) The undersigned represents and warran hat he or she has the power and authority to execu e this Agreement and bind the respective party. Ca_Y_is A By: William Johnson (D c 18, 202411:25 CST) Name: William Johnson Title: Assistant City Manager Date: Dec 18, 2024 APPROVAL RECONVIMENDED: 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, Name: Regina Jones Title: Contract Compliance Specialist APPROVED AS TO FORM AND LEGALITY: Chris-1-oohBY Harder - By: Christopher Harder (Dec 17, 202411:05 CST) G(%�sarsu. Name: Chris Harder By: Q 444�oonn Title: Director p oFFORr 00a Name: Jessika Williams as to �o.;o Title: Assistant City Attorney Ovo o=a 0 a s aaa�� oo.0 0 p CONTRACT AUTHORIZATION: Onuaa� By: M&C: 24-1060 Name: Jannette Goodall Date Approved: 12/10/24 Title: City Secretary 1295 Form: N/A VENDOR: W.W. Grainger, Inc By: 46 jzi Name: Brad Reynolds G 7 Title: District Sales Manager OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Exhibit A CITY OF TUCSON, RFP #240078; MAINTENANCE, REPAIR AND OPERATIONS (MRO) SUPPLIES, PARTS, EQUIPMENT, MATERIALS AND RELATED SERVICES Attachment B - Category Discounts Abrasives 10% Adhesives, Sealants, and Tape 10% Cleaning 22% Electrical 23% Electronics, Appliances, and Batteries 19% Fasteners 32% Fleet and Vehicle Maintenance 8% Furniture, Hospitatlity and Food Service 5% Hand Tools 14% Hardware 5% HVAC and Refridgeration 17% Lab Supplies 7% Lighting 22% Lubrication 10% Machining 7% Material Handling 15% Motors 19% Office Supplies 5% Outdoor Equipment 12% Paint, Equipment and Supplies 12% Pipe, Hose, Tubing & Fittings 20% Plumbing 20% Pneumatics 11% Power Tools 11% Power Transmission 19% Pumps 7% Safety 19% Security 15% Test Instruments 7% Welding 10% (Other) 5% Low Sensitivity CITY OF TUCSON, RFP #240078; MAINTENANCE, REPAIR AND OPERATIONS (MRO) SUPPLIES, PARTS, EQUIPMENT, MATERIALS AND RELATED SERVICES Price Page 000 y�aoo:akae Gio�e..nm.nexL.vxlao 17 DDD n�.00�aG�e G�o�e..Nlole.L.Px1ao CUD nuon.aom A�.emGm.To�l�a GO o00A..., FLUOR B. b.TII2,48-Leizolax CURRENT CRYSTAL Fsoia<-Eco 61 .elk/G,ay. 62 o00 ePIP 63 000 ,�,ew�o. xm9vr.ovIel <�Lo. 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S S S S S S 9 5 5 5 5 5 5 5 5 5 K- vs 5 5 5 9 5 9 K- 5 5 5 9 5 9 9 9 9 9 9 9 9 9 9 9 9 9 9 9 9 9 9 9 9 55 9 9 9 55 1 9 9 w 9 w 5 9 5 9 5 9 w 5 9 5 5 5 9 55 w 9 5 9 5 w 9 w 5 9 5 5 9 9 w 9 w 99 9 9 9 9 9 9 9 9 9 9 9 9 9 9 9 w w w IH,AMA�msm INW 22 T sa = HIM HIM!" 3fal M51 110-01,11 "I'M 11111mu Win 1"I M m an O!IhHUj,hjUj,Q 20 a 09 0, MIMI Ms OMAN 011ANUTWOOMMUS!" a a me a is I t WOMI 1 WHY 1HIMMI U 1 HII, 1 H 11 H 1 1WHRINIHIR1 1R1N1 § 9WRIII i 11 H 11111 i 11 H 11111111111 H 1111111 H 1111111 H 1111111111111 H 111111111 H 111111111111 R 35222SQEg2�22 m2 j!!:1!4!41!!!44!!300!!!!<!:! @ )i RgRag\» l;Il!!E i}; i�!!!!`;;|!!!!!| !Z!l:::::: Exhibit B CITY OF s' TuCSON Contract No. 240078 - 01 Maintenance Repair and Operations (MRO) Supplies, Parts, Equipment, and Materials Vendor: W.W. Grainger, Inc. Table of Contents 1. Vendor's Response to Intent to Negotiate/Best and Final Offer (BAFO) 2. City's Intent to Negotiate/BAFO Request 3. Vendor's Response to RFP No. 240078 4. RFP No. 240078 5. Insurance CITY OF TUI 1. Vendor's Response to Intent to Negotiate/Best and Final Offer (BAFO) C I T V OF Matthew Sage, NIGP-CPP, CPPB Procurement Manager (520) 837-4137 TUCISON Matthew.Sage@tucsonaz.gov August 14, 2024 Sent this day via email: Ken.White@grainger.com Ken White National Government Sales Manager Grainger 100 Grainger Parkway Lake Forest, IL 33544-7925 RE: City of Tucson RFP No. 240078, Maintenance, Repair, and Operations (MRO) Supplies, Parts, Equipment, and Materials - Letter of Concurrence Dear Mr. White: Based upon the previous discussions and negotiations, this letter serves as a request for confirmation that the statements below represent your firm's best and final offer to the City of Tucson regarding the subject solicitation. Points of agreement not identified below are not included in the offer. In the event there is any disagreement with this document or if there is other information that must be included in the document, Grainger must specify such in a written response to this request. The following contract modifications/clarifications have been accepted and agreed to by the City of Grainger: 1. Best and Final Pricing: Pricing shall be as per the attached Price Page submitted by Grainger on May 31, 2024. 2. City of Tucson and OMNIA Partners Neeotiated Terms and Conditions: The agreed upon Terms and Conditions for the City of Tucson and OMNIA Partners is attached to this letter. 3. Order of Precedence.: The order of precedence for documents shall be delineated in the following order: 1) Letter of Concurrence 2) Negotiated Terms and Conditions, Revised August 14, 2024 3) Best and Final Price Page submitted by Grainger on May 31, 2024 4) Grainger's response to City's Intent to Negotiate/Best and Final Offer (BAFO) 5) City's Intent to Negotiate/BAFO Request 6) Grainger's response to City's Request for Proposal (RFP) No. 240078 7) RFP No. 240078 This Letter of Concurrence is not an intent to award a contract and does not establish a contractual relationship between the firm and the City. 255 W. Alameda, 61h Floor, Tucson, AZ 857011 Business Services Department - Procurement (520) 791-4217 1 TTY (520) 791-2639 https://www.tucsonaz.gov/Departments/Busi ness-Services-Department/Procurement C (T ; OF �� Matthew Sage, NIGP-CPP, CPPB Procurement Manager (520) 837-4137 lyy!e�,, F Matthew.Sage@tucsonaz.gov Please signify your concurrence by signing this document and returning to my attention via e-mail at Matthew.Saee(atucsonaz.eov on or before Thursday, August 15, 2024, at 5:00 p.m. local Arizona time. If you have any questions regarding this letter, please contact me via e-mail or via my direct phone at (520) 837-4137. Concurrence by W.W. Grainger, Inc.: Concurrence by City of Tucson: ?% - 5�2fe 8/16/24 O Authorized Signature Date Authorized Signature Date Matthew Saee Printed Name Printed Name Sincerely, Xa&;f., 5:�f. Matthew Sage, NIGP-CPP, CPPB Procurement Manager Attachments: City of Tucson and OMNIA Partners Negotiated Terms and Conditions, Revised August 14, 2024, Price Page submitted by Grainger on May 31, 2024. 255 W. Alameda, 611 Floor, Tucson, AZ 857011 Business Services Department - Procurement (520) 791-4217 1 TTY (520) 791-2639 https://www.tucsonaz.gw/Departments/ Busi ness-Services-Department/Procurement CITY OF TUCSON CONTRACT Neeotiated Terms and Conditions. Revised Aueust 14. 2024 C. SCOPE OF WORK C.7.A.7 — WARRANTY Offeror shall warrant that all equipment and parts furnished in their offer are newly manufactured and free from defects for no less than one (1) year from the date the equipment is delivered or if installation is required, installed. In all instances, the Warranty period will begin no later than thirty (30) days following delivery of equipment or as otherwise mutually agreed upon. Warranty shall also guarantee accepted trade standards of quality, fitness for the intended uses, and conformance to specified specifications. Please see Grainger's City of Tucson technical response, Section 3. Services., iii., 8th Para. for additional Grainger Warranty Terms and Conditions. ,@ fe:311ilS•l4y*3il►Tl;IJ:1alrlll91i All defective products shall be replaced and exchanged by the Contractor. The cost of transportation, unpacking, inspection, re -packing, re- shipping or other like expenses shall be paid by the Contractor. All replacement products must be received by the City within seven (7) days of initial notification or a mutually agreed upon timeframe. C.1.B.4 — PRICING Market Basket product Prices and category contract discounts shall remain firm and will include all charges that may be incurred in fulfilling requirement(s) for the twelve- month period following contract award. Where applicable, Contract pricing shall be determined by applying Offerors discounts to Offeror's Contract Reference Price ("CRP"), i.e., contract catalog list price, at time of purchase. G.2 — FOB DESTINATION FREIGHT PREPAID Prices shall be FOB Destination. Standard ground freight shipments paid by Contractor on all catalog product orders to the delivery location designated. All other freight charges imposed by freight carrier related to shipment of oversize, special handling, expedited or hazmat product(s) are paid by City/Member. Contractor shall retain title and control of all goods until they are delivered and the Contract of coverage has been completed. All risk of transportation shall be the responsibility of the Contractor. All claims for visible or concealed damage shall be filed by the Contractor. The City/Member will assist the Contractor in arranging for inspection. G.3 — FEDERAL TRANSIT ADMINISTRATION (FTA) REQUIREMENTS Any contract awarded pursuant to this solicitation will contain the FTA Terms and Conditions listed in the corresponding attachment titled, "FTA Terms, Conditions and Certifications". Contractor shall be notified when federal funds will be used to procure product under the terms of this Contract and shall be afforded a reasonable period of time to assess whether Contractor can comply with federal terms applicable to the procurement. GA — PRICE ADJUSTMENT At least 60 (sixty) days before the end of the Contract first year and every subsequent Contract anniversary, Contractor may submit to the Contract Officer a request for price adjustments to Contractor's Market Basket offering. Based on documented increased Contractor costs, and the City may, at its discretion, make price adjustments, which will take effect on the Contract anniversary date and shall apply during the course of the subsequent Contract year. extension term. If Contract price adjustments are not approved, Contractor may, at its sole discretion, remove product from its Contract Market Basket offering. I. STANDARD TERMS AND CONDITIONS 1.20 — INDEMNIFICATION To the fullest extent permitted by law, Contractor, its successors, assigns and guarantors, will indemnity, defend, and hold harmless the City and its officials, employees, volunteers, and agents, from and against all third -party allegations, demands, proceedings, suits, actions, claims (including but not limited to claims of patent, trademark, or copyright infringement), liability, damages, losses, expenses (including but not limited to attorney fees and court costs, including the cost of appellate proceedings, and all claim -adjusting - and -handling expenses) or disbursements of any kind or nature, that may be asserted against, imposed on, or incurred by any of them, in any way relating to or to the extent arising from any actions, errors, mistakes or omissions of Contractor or any subcontractor or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable relating to work, services and/or products provided under this Contract. 1.30 — FINANCIAL RECORDS AND AUDITS A. Financial Controls and Accounting Records. Contractor will exercise internal controls over all financial transactions related to this Contract in accordance with sound fiscal policies. Contractor will maintain books, records, documents, and other evidence directly pertinent to the performance this Contract in accordance with generally accepted accounting principles and practices consistently applied, and other local, state or federal regulations. B. Retention Period. Contractor will maintain those records, together with related or supporting documents and information, at all times during the term of this Contract and for a period of 3 years after its expiration or termination. C. Audits. Upon wntten notice from City, Contractor will obtain and provide to City a contract - specific or general financial audit. The notice from City will specify the period to be covered by the audit, the type of audit and the deadline for completion and submission of the audit results to City. The audit must be performed by a qualified, independent accounting firm or equally as qualified Contractor internal audit resources and include Contractor's responses, If any, to any audit findings. D. Access to Books and Records. The City and its authorized representatives may, with advance written notice to Contractor, during the term of this Contract or thereafter during the above retention period, inspect and audit Contractor's books and records that relate to its operations under this Contract as well as those kept by or under the control of its agents, assigns, successors and subcontractors. The Contractor will, at its expense, make such books and records available for such inspection and audit during normal business hours at Contractor's office, place of business, or other agreed -upon location, or will provide copies by mail or electronically. The City may, as part of its examination, make copies of, or extracts from, all such books and records (in whatever torn they may be kept, whether written, electronic, or other). E. Result of Audit. If, as a result of such audit, Contractor is liable to the City for the payment of any sum, Contractor will pay such sum to the City once Contractor is afforded a reasonable amount of time to validate City audit findings. The City's audit rights will survive the expiration or termination of this Contract. F. Subcontractors and Assigns. Contractor will include these requirements in every agreement with any agent, assign, successor, and subcontractor who provides construction, professional design services, or other goods or services under this Contract. OMNIA PARTNERS AGREEMENT PPA ATTACHMENT F— EXHIBIT A SUBSECTION 1 A., AWARD BASIS., 2No PARAGRAPH All signed Supplemental Agreements and purchase orders issued and accepted by the Supplier may survive expiration or termination of the Master Agreement. Participating Agencies' purchase orders may exceed the term of the Master Agreement if the purchase order is issued prior to the expiration of the Master Agreement. All Supplemental Agreements may have a full potential term (any combination of initial and renewal periods) not to exceed expiration or termination of the Master Agreement . Supplier is responsible for reporting all sales and paying the applicable Administrative Fee for sales that use the Master -Agreement as the basis forthe purchase order, provided the purchase order was accepted by the Supplier prior to expiration or termination of the Master Agreement. SUBSECTION 1.5., OBJECTIVES OF COOPERATIVE PROGRAM This RFP is intended to achieve the following objectives regarding availability through OMNIA Partners' cooperative program: A. Provide a comprehensive competitively solicited and awarded national agreement offering the Products covered by this solicitation to Participating Public Agencies; B. Establish the Master Agreement as one of the Supplier's primary go to market strategy to Public Agencies nationwide; SECTION 2.0., REPRESENTATIONS AND COVENANTS, SUBSECTION 2.1., CORPORATE COMMITTMENT Supplier commits that (1) the Master Agreement has received all necessary corporate authorizations and support of the Supplier's executive management, (2) the Master Agreement is one of Supplier's primary "go to market" strategyies for Public Agencies, (3) the Master Agreement will be promoted as one of Supplier's "go to market" strategies to all Public Agencies, including any existing customers, and Supplier will transition existing customers, upon their request, to the Master Agreement, and... SECTION 2.0., REPRESENTATIONS AND COVENANTS, SUBSECTION 2.2, PRICING COMMITMENT Supplier commits the not -to -exceed pricing provided under the Master Agreement pricing is its lowest available (net to buyer) to Participating Public Agencies, absent Participating Agency pricing, discounts and incentives tailored to meet Participating Public Agency customer MRO product and related service needs. SECTION 2.0., REPRESENTATIONS AND COVENANTS, SUBSECTION 2.3., SALES COMMITMENT Supplier commits to aggressively market the Master Agreement as one of its go to market strategies in this defined sector and that its sales force will be trained, engaged and committed to offering the Master Agreement to Public Agencies through OMNIA Partners nationwide. Supplier commits that all Master Agreement sales will be accurately and timely reported to OMNIA Partners in accordance with the OMNIA Partners Administration Agreement. Supplier also commits its sales force will be compensated, including sales incentives, for sales to Public Agencies under the Master Agreement in a consistent or better manner compared to sales to Public Agencies if the Supplier were not awarded the Master Agreement. SECTION 3.0., SUPPLIER RESPONSE, SUBSECTION 3.3., A.i., MARKETING AND SALES A. Provide a detailed ninety -day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as one of supplier's primary go to market strategies for Public Agencies to supplier's teams nationwide, to include, but not limited to: i. Executive leadership endorsement and sponsorship of the award as one of the public sector go -to -market strategies within first 10 days... SECTION 3.0., SUPPLIER RESPONSE, SUBSECTION 3.3., C., MARKETING AND SALES Describe how Supplier will transition any existing Public Agency customers' accounts to the Master Agreement available nationally through OMNIA Partners. SECTION 3.0., SUPPLIER RESPONSE, SUBSECTION 3.3., E.ii., MARKETING AND SALES Confirm Supplier will be proactive in direct sales of Supplier's goods and services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners. All sales materials are to use the OMNIA Partners logo. At a minimum, the Supplier's sales initiatives should communicate: ii. Pricing, discounts, and incentives tailored to meet Participating Public Agency customer MRO product and related service needs. SECTION 3.0., SUPPLIER RESPONSE, SUBSECTION 3.3., J. MARKETING AND SALES State the amount of Supplier's Public Agency sales for the previous fiscal year and percent of total prior year sale. SECTION 3.0., SUPPLIER RESPONSE, SUBSECTION 3.3., L., MARKETING AND SALES Provide the Contract Sales (as defined in Section 10 of the National Intergovernmental Purchasing Alliance Company Administration Agreement) that Supplier will guarantee each year under the Master Agreement forthe initial three years of the Master Agreement ("Guaranteed Contract Sales"). $ .00 in year one $ .00 in year two $ .00 in year three Supplier does not guarantee minimum Contract Sales, but affirms it will perform in accordance with terms and conditions while promoting this Contract as one of its "go to market" strategies to Public Agencies, including existing customers. SECTION 3.0., SUPPLIER RESPONSE, SUBSECTION 3.3., M., MARKETING AND SALES Even though it is anticipated many Public Agencies will be able to utilize the Master Agreement without further formal solicitation, there may be circumstances where Public Agencies will issue their own solicitations. The following options are available when responding to a solicitation for Products covered under the Master Agreement. i. Respond with Master Agreement pricing (Contract Sales reported to OMNIA Partners) ii. If competitive conditions require Supplier may respond with lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales are reported as Contract Sales to OMNIA Partners under the Master Agreement. PPA ATTACHMENT F- EXHIBIT C MASTER INTERGOVERNMENTAL COOP PURCHASING AGREEMENT, EXAMPLE; EXHIBIT C, SUBSECTION 8 The Procuring Party shall now use this Agreement as a method for obtaining additional concessions or reduced prices for purchase of similar products or services outside of the Master Agreement. Master Agreements may be structured with not -to -exceed pricing, in which cases the Supplier may offer the Procuring Party and the Procuring Party may accept lower pricing or additional concessions for purchase of Products through a Master Agreement. PPA ATTACHMENT F- EXHIBIT F EXHIBIT F., TO WHOM IT MAY CONCERN Participating Agencies may elect to use federal funds to purchase under the Master Agreement. Contractor shall be notified when federal funds will be used to procure product under the terms of this Contract and shall be afforded a reasonable period of time to assess whether Contractor can comply with federal terms applicable to the procurement. This form should be completed and returned. EXHIBIT F., SIGNATURE BLOCK Offeror agrees to comply with all federal, state, and local laws, rules, regulations and ordinances, as applicable. It is further acknowledged that offeror certifies compliance with all provisions, laws, acts, regulations, etc. as specifically noted above, provided, Contractor shall be notified when federal funds will be used to procure product under the terms of this Contract and shall be afforded a reasonable period of time to assess whether Contractor can comply with federal terms applicable to the procurement. EXHIBIT F., SIGNATURE BLOCK FOLLOWING SUBSECTION 10. CLEAN WATER STATE REVOLVING FUNDS Offeror agrees to comply with all terms and conditions outlined in the FEMA Special Conditions section of this, provided, Contractor shall be notified when federal funds will be used to procure product under the terms of this Contract and shall be afforded a reasonable period of time to assess whether Contractor can comply with federal terms applicable to the procurement. FTA TERMS AND CONDITIONS.PDF., PAGE 55-57/63 Certifications. Contractor shall be notified when federal funds will be used to procure product under the terms of this Contract and shall be afforded a reasonable period of time to assess whether Contractor can comply with federal terms applicable to the procurement. CITT OF TUCSON 2. City's Intent to Negotiate/BAFO Request �I:LI" "a SON LETTER OF INTENT TO NEGOTIATE _ May 22, 2024 Sent this day via email: Ken.White@grainger.com Ken White National Government Sales Manager Grainger S00 Grainger Parkway Lake Forest, IL 33544-7925 RE: City of Tucson RFP #240078; Maintenance, Repair, and Operations (MRO) Supplies, Parts, Equipment, and Materials - Intent to Negotiate Dear Mr. White: The City of Tucson has completed the evaluation of submittals received in response to the subject solicitation. Based upon the recommendation of the evaluation committee, the City is inviting your firm to enter negotiations. Specifically, the City requests the following: 1. The City accepts the following terms and conditions from your Proposal / Letter of Clarification and Exception: a. Request for Proposal, Section C., Scope of Work, Subsection CA.B.3 Defective Product. b. Request for Proposal, Section C., Scope of Work, Subsection C.1.13.4 Pricing. c. Request for Proposal, Section G., Special Terms and Conditions, Subsection G.3, Federal Transit Administration (FTA) Requirements. d. Request for Proposal, Section G., Special Terms and Conditions, Subsection GA, Price Adjustment. 2. At this time, the City requests additional clarification and justification on the following exceptions, at this time, the City has not accepted the following: a. Request for Proposal, Section C., Scope of Work, Subsection CA A.7. Warranty. b. Request for Proposal, Section G., Scope of Work, Subsection G.2., FOB Destination Freight Prepaid. c. Request for Proposal, Section I, Special Terms and Conditions, Subsection 1.20., Indemnification. d. Request for Proposal, Section I., Special Terms and Conditions, Subsection 1.30.E., Financial Records and Audits. 3. The City will defer to Omnia Partners for Exceptions related to the PPA Attachment F - Exhibit A - Response for National Cooperative Contract. 4. The City will defer to Omnia Partners for Exceptions related to the PPA Attachment F - Exhibit B - Administration Agreement, Example 5. The City will defer to Omnia Partners for Exceptions related to the PPA Attachment F - BUSINESS SERVICES DEPARTMENT SHARED SERVICES—P: CITY HALL • 255 W ALAMEDA • P O BOX 27210 • TUCSON, A 85726-7210(520) 7914217 • FAX (520) 7914735 • TTY (520) 791-2639 —mcsonprocuremev .. .. � `I`� 1=SOfd LETTER OF INTENT TO NEGOTIATE Exhibit C - Master Intergovernmental Coop Purchasing Agreement, Example 6. The City will defer to Omnia Partners for Exceptions related to the PPA Attachment F - Exhibit F - Federal Funds Certifications 7. The City requests a Best and Final response to the Pricing. Please complete the attached Price Page. This Notice of Intent to Negotiate is not an intent to award a contract and does not establish a contractual relationship between the firm and the City. In the event that the City is not able to negotiate a satisfactory contract with the firm, the City will terminate negotiations. Please submit a written response to my attention via e-mail to Matthew.Sage@tucsonaz.gov onor before May 31 2024, at 4:00 p.m. Please contact me via e-mail or at (520) 837-4081 with questions regarding the items above. Sincerely, %x.� Safe Matthew Sage, NIGP-CPP, CPPB Procurement Manager Business Services Department Cc Omnia Partners Attachments: Three (3) Grainger Exceptions Exceptions Matrix Best and Final Price Proposal BUSINESSSERVICESDEPARTMENTSHAREDSERVICES—P: CITY BALL • 255 W AL"EDA • P O BOX 27210 • TUCSON, A 85726-7210(520) 7914217 • FAX (520) 7914735 • TTY (520) 791-2639 www.NcsonprocuremenLcom r= 3� _ 0 City of Tucson Maintenance Repair & Operations (MRO) Supplies, Parts, Equipment & Materials REQUEST FOR PROPOSAL #240078 SUBMITTED BY: Ken White National Government Sales Manager W.W. Grainger, Inc. Ken. W hite@g rainger.com 720-988-7669 March 28, 2024 nn�nrr rnw• 1.r am.vu'l nh7 CITY OF TUCSON REQUEST FOR PROPOSAL 240078 MAINTENANCE REPAIR AND OPERATIONS (MRO) SUPPLIES, PARTS, EQUIPMENT, AND MATERIALS Due Date: Thursday, March 28, 2024 City of Tucson 255 W Alameda St Tucson, AZ 85701 Procurement portal hftDs://secure.r)rocurenow.com/r)ortal/tucson-az Public Portal httos://secure.orocurenow.com/portal/tucson- az/oroiects/62080 PUBLISH DATE: February 7, 2024 CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 2 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: MaOhew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 Attachments: A-OFFER_AND_ACCEPTANCE_RFP E - RFP 240078—Attachment E_OMNIA_Final G - FTA TERMS AND CONDITIONS H - 240078, Attachment H, Price Page CITY OF TUCSON BUSINESS SERVICES DEPARTMENT SHARED SERVICES PROCUREMENT DIVISION 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 A. NOTICE REQUEST FOR PROPOSAL NO. 240078 Page 3 of 45 RESPONSIBLE CONTRACT OFFICERMaUhew Sage PH: (520) 8374081 A.I. CITY OF TUCSON NOTICE OF REQUEST FOR PROPOSAL NO 240078 TITLE: Maintenance Repair and Operations (MRO) Supplies, Parts, Equipment, and Materials SUBMITTAL DUE DATE: Thursday, March 28, 2024 AT 2:00 P.M. LOCAL AZ TIME PRE -SUBMITTAL CONFERENCE DATE: Tuesday, February 20, 2024 TIME: 10:00 am LOCAL AZ TIME LOCATION: MICROSOFT TEAMS VIRTUAL MEETING Meeting ID:245 258 888 266 Passcode: S5V3ke Or call in (audio only) +1 213-293-2303..535442474# United States, Los Angeles Phone Conference ID: 535 442 474# QUESTIONS SHALL BE DIRECTED TO: Matthew Sage (520) 837-4081 mafthew.sage@tucsonaz.gov Posted Date: Wednesday, February 7, 2024 Competitive sealed offers for the material or service specified in this solicitation must be submitted through the City's online bidding system. No late submitted offer will be accepted or considered. Reponses submitted in physical form or by facsimile or email will not be considered. Offerors are cautioned to commence the submittal process sufficiently ahead of time to allow for unanticipated delays resulting from things like a slow internet connection, internet outage, difficulty uploading large documents, differing system requirements, etc. Questions about this solicitation must be addressed to the responsible Contract Officer listed herein CITY OF TUCSON BUSINESS SERVICES DEPARTMENT SHARED SERVICES PROCUREMENT DIVISION 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 B. INTRODUCTION B.1. Summary REQUEST FOR PROPOSAL NO. 240078 Page 4 & 45 RESPONSIBLE CONTRACT OFFICER: MaOhew Sage PH: (520) 8374081 The City of Tucson is requesting proposals from qualified and experienced firms to provide MAINTENANCE, REPAIR AND OPERATIONS (MRO) SUPPLIES, PARTS, EQUIPMENT, MATERIALS AND RELATED SERVICES. The City of Tucson requires a contractor who provides a diverse and extensive supply of MRO products and services for delivery to various locations in the Tucson metropolitan area and for pickup at local storefronts. Requirements and qualifications are defined in detail in the Scope of Services Section of this Request for Proposal (RFP). The City seeks a firm that can supply the specified services, supplies, parts, equipment and materials and related services. 13.2. Contact Information Matthew Sage Procurement Manager Email: matthew.saae tucsonaz.aov Phone: (520)837-40 1 Department: Business Services 13.3. Timeline CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 5 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICERMatthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 Release Project Date February 7, 2024 Pre -Proposal Meeting (Mandatory) February 20, 2024, 10:00amhftDs://teams.microsoft.com/I/meetu - oin/19%312 ameet`iT � ��.�0(Dc20IJW�YzYm01Z= i0 2/v 0?conte tt%76Ia22Tid/ 22)3a%22d2r1e 59e9-9208-43eb-aafl- cf06d9a196e0%22%2c%220id%22%3a % 221 d eel b86-387e-4e62-b197- 798edlfc7c55%22%7d Question Submission Deadline March 7, 2024, 4:00pm Proposal Submission Deadline March 28, 2024, 2:00pm CITY OF TUCSON BUSINESS SERVICES DEPARTMENT SHARED SERVICES PROCUREMENT DIVISION 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 C. SCOPE OF WORK CA. General Requirements A. GENERAL REQUIREMENTS REQUEST FOR PROPOSAL NO.240078 Page 6 of 45 RESPONSIBLE CONTRACT OFFICER: Matthew Sage PH: (520) 8374081 1. QUALIFIED FIRMS: Offerors should meet the minimum qualifications: a. Have a strong national presence in the MRO supply industry. b. Have a distribution model capable of delivering products nationwide. c. Have a demonstrated sales presence. d. Be able to meet the minimum requirements of the cooperative purchasing program detailed herein. e. Be able to provide the full range of products, equipment, parts, materials and services to meet the demands of the City and all agencies that opt to participate in the cooperative purchasing program with the City. 2. USAGE REPORT: The Contractor shall provide an electronic copy of a usage report upon request to the Agency Department of Procurement. The report shall provide complete information on the items purchased under this Contract. The Contractor should be able to provide a usage report by department. At a minimum for each item sold, the report should list the manufacturer name, model number, part number, item description, quantity sold, and total spend by department, division, ordering entity, etc. 3. EQUIPMENT/RECALL NOTICES: In the event of any recall notice, technical service bulletin, or other important notification affecting equipment purchased from this contract, a notice shall be sent to the Contract Representative. It shall be the responsibility of the contractors to assure that all recall notices are sent directly to the agencies Contract Representative. 4. WAREHOUSING, DISTRIBUTION AND SALES FACILITIES: The product specified in this solicitation is dependent upon an extensive manufacturer -to -customer supply chain distribution system. To be considered for award, each potential contractor is required to provide proof of an extensive distribution system. 5. DELIVERY: For City of Tucson purchases, MRO supplies shall be delivered to various City of Tucson stores locations and non -stores locations. All deliveries shall be made Monday through Friday from 8:00 a.m. to 3:00 p.m., Arizona Standard Time. 6. CATALOGS: Within 10 days after contract award, Contractor must submit complete price lists and catalogs of their product line in hard copy or on CD. Upon request from a using agency, Contractor shall provide, at no cost, these catalogs and price lists. An accessible public website that contains a downloadable catalog and price list or an interactive web catalog and price list maybe provided in lieu of the above hard copy requirement. 7. WARRANTY: Offeror shall warrant that all equipment and parts furnished in their offer are newly manufactured and free from defects in material and workmanship for no less than one (1) year from the date the equipment is delivered or installed. Warranty shall also CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 7 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICERMaUhew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837<081 guarantee accepted trade standards of quality, fitness for the intended uses, and conformance to promises or specified specifications. No other express or implied warranty shall eliminate the vendor's liability as stated herein. B. PRODUCT REQUIREMENTS: 1. PRODUCTS: A complete and comprehensive line of quality made MRO supplies to support the daily maintenance, repair and operations functions of the agency. The categories include but are not limited to the following. a. Motors and Power Transmission- General, Definite Purpose and HVAC motors, gear motors, bearings, V-belts and accessories. b. Electrical Supplies — Distribution, controls, wire, cable, voice & data and supplies. c. Lighting — Lamps, ballasts, fixtures, task lighting, flashlights and batteries. d. Tools — Hand, power, outdoor and automotive tools and tool storage. e. Measuring Tools & Test Instruments — Calipers, gauges, inspection, micrometers and multimeters. f. Pneumatic — Pneumatic tools and system components, air compressors and hydraulics. g. Machining and Cutting Tools — Drill bits, taps, dies, blades, counterbores, countersinks and abrasives. h. Material Handling, Storage and Packaging — Ladders, hoists, shelving, storage, furniture, packaging, casters, cart, trucks and drums. I. Welding — Welding equipment and supplies. j. Fasteners and Adhesives — Nuts, bolts, washers, screws, hooks, flat stock, raw materials (metal, rubber, plastic), glue and cement. k. Lubricants, Sealants and Paint - Grease, oil, penetrates sealants, caulk and paint. I. Safety and Security Supplies — Spill containment, storage, fire protection, person protective equipment, instrumentation, signs, labels, tags and security. m. Cleaning Equipment and Supplies — Chemicals, equipment, restroom, paper, waste containers, cleaning. n. HVAC Supplies — Controls, heaters, air conditioning, air treatment, fans, ventilators and blowers. o. Pumps and Plumbing — Submersible, centrifugal, water system and positive displacement pumps, pipe, valves, fittings, heaters, coolers, filtration and faucets. p. Emergency Preparedness — Sandbags, first -aid supplies, disaster recovery products etc. q. Other Categories 2. CURRENT PRODUCTS: All products being offered in response to this solicitation shall be in current and ongoing production; shall be formally announced for general marketing CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 8 &45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Mafthe Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 purposes; shall be a model or type currently functioning in a user (paying customer) environment and capable of meeting or exceeding all specifications and requirements set forth in this solicitation. 3. DEFECTIVE PRODUCT: All defective products shall be replaced and exchanged by the Contractor. The cost of transportation, unpacking, inspection, re -packing, re -shipping or other like expenses shall be paid by the Contractor. All replacement products must be received by the City within seven (7) days of initial notification. 4. PRICING: Prices/discounts shall remain firm and will include all charges that may be incurred in fulfilling requirement(s) for the twelve-month period following contract award. Where applicable, pricing shall be determined by applying Offerors discounts to the prices listed on their manufacturer's price lists, retail price sheets, catalogs or by utilizing the reduced net pricing schedule. 5. SALES PROMOTIONS: In addition to decreasing prices for the balance of the Contract term due to a change in market conditions, a Contractor may conduct sales promotions involving price reductions for a specified lesser period. Contractor offer Participating Public Agencies competitive pricing which is lower than the not -to -exceed price set forth herein at any time during the Contract term and such lower pricing shall not be applied as a global price reduction under the Contract. 6. COMPLETE PRODUCT OFFERING/BALANCE OF LINE: Each Contractor awarded an item under this solicitation may offer their complete product and service offering/balance of line. C. SERVICE REQUIREMENTS: The City is interested in evaluating the following categories of value -add services for inclusion in this contract. The categories include, but are not limited to, the following. 1. Sourcing: a. from non -catalog suppliers, b. of line card extensions of catalog suppliers, c. for custom products, and d. or OEM repair parts and accessories. 2. Software Punch Out: The capability of your electronic ordering system to interface with an agencies inventory software system. 3. Installation, Repair, Maintenance and Turn -Key Solutions and Services: The ability to provide installation, repair, maintenance and tum-key solutions and services through Contractors business units, authorized manufacturer's facilities or other avenues. 4. Inventory Solutions: Provide inventory management solutions for stock rooms, warehouses, mobile service vehicles, emergency preparedness supplies, and supply vending machines. 5. Small Business Program: The ability to incorporate small business enterprises into your distribution, sales and product offerings. 6. Green/Sustainability Program: CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 9 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICERMatthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 a. Policies: Efforts and policies pertaining to green and sustainability. b. Products: Impact on product offerings. c. Distribution: Impact in distribution. d. Recycling of Lamps: The ability to recycle lighting and electronic products. e. Lighting and Energy Audits: The ability to perform lighting and energy audits. f. Certifications: The industry recognized certifications and standards obtained. 7. Training & Education: The ability to provide on -site and/or online training and educational programs/seminars. 8. Customer Support Services: The policies on replacements, returns, restocking charges, after hours service, after sales support, out of stock, order tracing, technical feedback, quality assurance for orders and drop shipments. 9. Consulting Services: Consulting and analysis of above listed services and solutions, as well as other value -add services not included above. 10. Other Services: Other value -add services not included in above categories. C.2. National Cooperative Contract - OMNIA Partners The City of Tucson, AZ, as the Principal Procurement Agency, defined in ATTACHMENT E, has partnered with OMNIA Partners, Public Sector ("OMNIA Partners') to make the resultant contract (also known as the "Master Agreement' in materials distributed by OMNIA Partners) from this solicitation available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit ("Public Agencies"), through OMNIA Partners' cooperative purchasing program. The City of Tucson, AZ is acting as the contracting agency for any other Public Agency that elects to utilize the resulting Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners (a "Participating Public Agency") and by using the Master Agreement, any such Participating Public Agency agrees that it is registered with OMNIA Partners, whether pursuant to the terms of a Master Intergovernmental Cooperative Purchasing Agreement, a form of which is attached hereto on ATTACHMENT E, or as otherwise agreed to. ATTACHMENT E contains additional information about OMNIA Partners and the cooperative purchasing program. OMNIA Partners is the largest and most experienced purchasing organization for public and private sector procurement. Through the economies of scale created by OMNIA Partners public sector subsidiaries and affiliates, National IPA and U.S. Communities, our participants now have access to more competitively solicited and publicly awarded cooperative agreements. The lead agency contracting process continues to be the foundation on which we are founded. OMNIA Partners is proud to offer more value and resources to state and local government, higher education, K-12 education and non -profits. OMNIA Partners provides shared services and supply chain optimization to government, education and the private sector. With corporate, pricing and sales commitments from the Contractor, OMNIA Partners provides marketing and administrative support for the Contractor that directly promotes the CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 10 &45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 Supplier's products and services to Participating Public Agencies through multiple channels, each designed to promote specific products and services to Public Agencies on a national basis. Participating Public Agencies benefit from pricing based on aggregate spend and the convenience of a contract that has already been advertised and publicly competed. The Contractor benefits from a contract that generally allows Participating Public Agencies to directly purchase goods and services without the Suppliers need to respond to additional competitive solicitations. As such, the Contractor must be able to accommodate a nationwide demand for services and to fulfill obligations as a nationwide Contractor and respond to the OMNIA Partners documents (ATTACHMENT E). Although the scope of work reflects the needs and requirements of the City of Tucson, OMNIA Partners Participating Agencies may have different requirements. The awarded vendor will have the ability to offer their comprehensive product line nationally. Participants may elect to negotiate certain terms to conform to their purchasing and contracting requirements. The City of Tucson anticipates spending approximately $4 million over the full potential Master Agreement term for MRO Supplies and Related Services. While no minimum volume is guaranteed to the Contractor, the estimated annual volume of MRO Supplies and Related Services purchased under the Master Agreement through OMNIA Partners Public Sector is approximately $250 million. This projection is based on the current annual volumes among the City of Tucson, other Participating Public Agencies anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marketing approach between the Contractor and OMNIA Partners. CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 11 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICERMaUhew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837<081 D. INSTRUCTIONS TO OFFERORS D.1. DEFINITION OF KEY WORDS USED IN THE SOLICITATION For purposes of this solicitation and any subsequent contract, the following terms have the meanings set forth below: City:The City of Tucson, Arizona Contract:The legal agreement(s) executed between City and the Successful Offeror(s). The Contract will be deemed to include all the conditions and requirements set forth in this solicitation and any Addenda to the solicitation, all the Special Terms and Conditions and Standard Terms and Conditions, and all the terms of the Offer submitted by Offeror as finally negotiated and accepted by the City. Contractor/Consultant:A Successful Offeror that enters into a Contract with the City. Contract Representative:The City employee or employees who have been designated to act as the City contact for this solicitation process and who are responsible for monitoring and overseeing the Contractor's performance under the Contract. Business Services Director:The contracting authority for the City, authorized to sign contracts and addenda thereto on behalf of the City. May: Indicates something that is not mandatory but permissible. May not:The indicated party is prohibited from taking the action. Must: The action or condition is required. Offer:Any proposal, statement of qualifications, bid, or other submission provided by an Offeror in response to this Solicitation. Offeror: Each individual or entity that submits an Offer in response to this solicitation. Successful Offeror: An Offeror who received a Notice of Award or a Notice of Intent to Award from the City. WiII:The indicated party is promising to take the action or abide by the condition. D.2. PRE -SUBMITTAL MEETING A Pre -Submittal Meeting will be held at the date and time stated on the cover page of this solicitation, if such a date and time is provided. Attendance at this meeting is not mandatory, but written minutes and/or notes regarding the meeting will NOT be provided, so attendance is encouraged. The purpose of this meeting will be to clarity the contents of this solicitation in order to prevent any misunderstanding of the City's position. D.3. INQUIRIES Any questions about this solicitation or the proposed Contract must be presented at the Pre -Submittal Meeting, if there is one (see above), or submitted in writing, via email, or through the online bidding system, to the Contract Officer by the Question Submission Deadline. The email must refer to the solicitation number and the paragraph number of the provision that the question concerns. The Contract CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 12 d45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 Officer may respond by email or may, if they deem it appropriate, address the question in a solicitation addendum or response through the question and answer portal in the online bidding system. Offeror may not rely on oral interpretations or clarifications about the solicitation; only questions answered in an email by the Contract Officer, posted through the online bidding system, or posted as a formal solicitation addendum will be binding. DA. ADDENDUM OF SOLICITATION Solicitation Addenda will be posted on the City's link to the online bidding website. Offeror is responsible for checking the webpage regularly for new solicitation addenda and must acknowledge each addendum to this solicitation in its submittal. Please note that vendors who have registered with the Business Services Department at https://procurement.ogenaov.com/Dortalueson-az and follow the City of Tucson will receive email notifications of solicitation addenda. D.5. UNDERSTANDING SCOPE OF WORK Before submitting an Offer to this solicitation, Offeror must familiarize itself with the Scope of Work, laws, regulations, physical conditions, and other factors affecting the obligations — including the expense and difficulty of fulfilling those obligations —that Offeror will have under the Contract if awarded to Offeror. No adjustment to the financial or other terms of the Contract will be justified by Offeror's failure to fully understand or appreciate the Contract requirements or other factors affecting Contract performance. D.6. PREPARATION OF OFFER A. Form and Organization. If Offer forms are included in this Solicitation, Offeror's Submittal must be on those forms. Supporting documentation must be arranged in a manner that follows and clearly refers to corresponding sections of the solicitation. Offeror may copy the submittal forms in order to complete them electronically but may not alter or rearrange them or change any paragraph designations. B. Confidential Information. Any information in its submittal that Offeror wishes to be treated as confidential must be clearly marked "CONFIDENTIAL." C. Offer Contents. Offeror's submittal must contain responses to all sections of this solicitation, any Offer forms provided must be completed and any requested supporting documentation must be attached. D. Signatures. Offeror must include in their submittal signed copies of the Offer and Acceptance page. Any cover letter accompanying the proposal documents must be signed. Offeror must initial each erasure, interiineation or other modification in the submittal. The person signing and initialing on behalf of Offeror must be a person authorized to legally bind Offeror. E. Prices. Where a unit price is provided it will govern over any erroneous extension of the price. F. Time Periods. Periods of time, stated as a number of days, will be calendar days unless specifically stated otherwise. G. Accuracy. Mistakes in preparation of its submittal confers on Offeror no right to modify or withdraw its submittal after the Submittal Deadline. CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240073 BUSINESS SERVICES DEPARTMENT Page 13 d45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICERMatthew Sage 255 W ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH' (520) 837AO81 H. Cost of Preparation. The City will not reimburse Offeror for the cost of developing, presenting, submitting or providing any response to this solicitation. I. Subcontractors. Offeror must, in their submittal, list any subcontractors that it will utilize in the performance of the Contract if they are awarded the Contract and must describe their qualifications in detail. J. Incomplete Information. Failure to include all requested information may have a negative impact on the evaluation of Offeror's submittal. D.7. PAYMENT DISCOUNTS Payment discount periods shall be computed from the date of receipt of the material/service or correct invoice, whichever is later, to the date City's payment warrant is mailed. Unless freight and other charges are itemized, any discount provided shall be taken on full amount of invoice. Payment discounts of twenty-one calendar days or more shall be deducted from the proposed price in determining the price points. However, the City shall be entitled to take advantage of any payment discount offered by a vendor provided payment is made within the discount period. The payment discount shall apply to all purchases and to all payment methods. D.8. TAXES The City is exempt from federal excise tax, including the federal transportation tax, but is not exempt from any other taxes, including state and local sales and excise taxes. D.9. EXCEPTIONS TO CONTRACT PROVISIONS By submitting an offer in response to this solicitation, Offeror is offering to enter into the Contract with the City. If Offeror wishes to modify any Contract terms and conditions, Offeror must, in its Offer, clearly identify the changes it is requesting. No requested modification will be deemed accepted by the City unless and until the City's Business Services Director or their designee expressly accepts it in writing. D.10. PUBLIC RECORD Any documents submitted by Offeror in response to this solicitation will become the property of the City. Except as set forth below with respect to Confidential Information, the Submittal will be deemed to be a public record available for review by the public after the award notification. DA1. CONFIDENTIAL INFORMATION The City is obligated to abide by the Arizona Public Records Law, A.R.S. §§ 39-101 through 39-161. If Offeror believes that any portion of its Offer, specification, protest or correspondence contains information that is confidential and subject to being withheld from disclosure in the event that the City receives a public records request to which the record is responsive, Offeror must, when the record is submitted, provide the Contract Officer written notification of that fact. The records or portions of records that Offeror wishes to be treated as confidential must also be clearly marked "CONFIDENTIAL" on their face. Pricing will not be treated as confidential. CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 14 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 If the City, after award notification, receives a public -records request the scope of which includes a document submitted by Offeror and marked "CONFIDENTIAL", the Contract Officer will make a written determination regarding whether the document will be provided to the requestor. If the Contract Officer determines that the document should be released, City will notify Offeror in writing. Unless Offeror, within 10 days after the date of that notice, obtains and provides to City an order from a court of competent jurisdiction prohibiting the City from releasing the documents, the City may release the documents without any liability to Offeror. D.12. WHEN AND HOW TO SUBMIT OFFERS In order to be considered, Offeror must, no later than the Offer Submittal Deadline, submit its Offer electronically through the City's online bidding system: httr)s://procurement.or)enaov.com/oortalucson- az. NOTE: THE ENTIRE OFFER MUST BE IN ""SUBMITTED"" STATUS IN THE CITY'S ONLINE BIDDING SYSTEM IN ORDER TO BE CONSIDERED. RESPONSES THAT HAVE BEEN CREATED IN THE SYSTEM, BUT THAT ARE NOT IN ""SUBMITTED"" STATUS BY THE OFFER SUBMITTAL DEADLINE WILL NOT BE CONSIDERED. D.13. CERTIFICATION OF NONCOLLUSION; CONFLICTS OF INTEREST Offeror will not communicate, orally or in writing, with any member of the Mayor and Council, or with any City staff outside the Procurement Division of the Business Services Department, regarding this Solicitation. By submitting an Offer, Offeror warrants that: A. Preparation and submission of the submittal did not involve collusion or other anti -competitive practices. B. Offeror has not given, offered to give, nor intends to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, meal or service to a public servant in connection with this solicitation. C. No person has been employed or retained to solicit or secure a Contract under this solicitation upon a promise of a commission, percentage, brokerage, or contingent fee. D. No employee of the City involved in this Solicitation process, or any family member of such an employee, has any substantial financial interest in Offeror's firm. No member of the City of Tucson Mayor and Council who has, or whose family member has, any substantial financial interest in Offeror's firm will participate in any action taken by the Mayor and Council with respect to this Contract. The terms "relative" and "substantial interest" have the meanings assigned in A.R.S. § 38-502 The City may disqualify Offeror from further participation in the solicitation process if the City determines that any City employee or official involved in this Solicitation process has an actual or apparent conflict of interest or if Offeror has engaged in any collusion or anti -competitive practices. CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 15 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICERMaUhew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 D.14. WITHDRAWAL OF OFFER; BINDING OFFER By submitting an Offer in response to this Solicitation, Offeror is offering to enter into the Contract with the City. Offeror may withdraw a submitted Offer at any time prior to the Offer Submittal Deadline. Telephonic or oral withdrawals are not effective. Offeror cannot withdraw an Offer that is in "submitted" status as of the Offer Submittal Deadline unless the Director of the Business Services Department consents in writing to the withdrawal. The Offer will be irrevocable for 90 days after the Offer Submittal Deadline. D.15. DISCUSSIONS The City may, at its discretion, conduct discussions with Offeror for the purpose of eliminating minor irregularities, informalities, or apparent clerical mistakes in Offeror's submittal in order to clarify the offer and assure full understanding of, and responsiveness to, solicitation requirements. D.16. VENDOR REGISTRATION; BUSINESS LICENSE In order to be eligible for award of a Contract, Offeror must A. Register with the City's Business Services Department. Registration can be completed at httDS://Drocurement.or)enaov.com/Dortalucson-az. B. Obtain a City of Tucson Business License or a written determination from the City's Business License Section that a license is not required. For questions contact the City's Business License Section at (520) 791-4566 or email at license0tucsonaz.aov CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 16 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: MaOhew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 E. OFFER EVALUATION AND CONTRACT AWARD E.1. PROPOSAL EVALUATION CRITERIA — (listed in relative order of importance) A. Method of Approach B. Price Proposal C. Qualifications & Experience E.2. INTERVIEWS The City may interview some or all of the offerors at any point during the evaluation process. If interviews are conducted, information provided during the interview process will be taken into consideration in the evaluation process. The City will not reimburse the Offeror for any costs Offeror incurs during its participation in the interview process. E.3. ADDITIONAL INVESTIGATIONS The City may undertake any additional investigations it deems appropriate to evaluate the competence and financial stability of any offeror. EA. OTHER INFORMATION Information that evaluation committee members have about an offeror beyond what is provided in the offerors Offer may be taken into consideration during the evaluation process. E.5. PRICE A. Tax Offset Policy. If applicable under Section 28-18(6) or Section 28-17(7)(d) of the Tucson Procurement Code, the City will include the amount of all business privilege taxes other than the City's in evaluating the pricing component of each Offer. B. Payment Discounts. Any discounts offered by Offeror for payments made within 21 calendar days or more will be deducted from the proposed price in evaluating an offeror's pricing. However, the City may take advantage of any early- or timely -payment discounts offered by a vendor. Any proposed payment discount will apply to all purchases and to all payment methods E.6. CITY'S RIGHT TO WAIVE DEFECTS OR REJECT OFFERS Notwithstanding any other provision of this solicitation, the City may: A. Waive any immaterial defect or informality; or B. Reject any or all submittals, or portions thereof; or C. Reissue the solicitation. CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 17 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICERMaUhew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4081 E.7. CONTRACT NEGOTIATIONS At the City's discretion, it may negotiate with one or more responsible offerors to agree upon the final conditions, terms and price of the Contract. In doing so, the City will treat offerors fairly and will not disclose to any offeror information from responses submitted by other offerors. Exclusive or concurrent negotiations do not constitute a contract award and do not confer any rights to the offerors participating in such negotiations. In the event the City deems that negotiations are not progressing, the City may formally terminate these negotiations and may enter into concurrent or exclusive negotiations with the next most qualified firm(s). E.8. AWARD OF CONTRACT A Contract is created when, and only when, it is formally awarded, which occurs when the Business Services Director and the City Attorney sign the Offer and Acceptance page of the Successful Offeror's submittal. When a Contract is awarded, the City will send the Contractor a Notice of Award. The City may first issue a Notice of Intent to Award to the Successful Offeror(s). Offeror, if it receives a Notice of Intent to Award from the City, must sign and file with the City, within ten (10) days after receipt of the Notice, all documents necessary for execution of the Contract. A Notice of Intent to Award does not create a contract. Only a subsequent formal award, as described above, creates a Contract. E.9. MULTIPLE AWARDS The City, at its sole discretion, may award multiple Contracts. E.10. SUBMITTAL RESULTS After the City issues a Notice of Award, the City will post the name(s) of the Successful Offeror(s) on the Business Services Department's Internet site at httos://r)rocurement.or)enaov.com/Dortalucson- az/contracts EA 1. PROTESTS Any interested party, may, in accordance with Article IX of the Tucson Procurement Code, protest either this solicitation or the award of a Contract under this solicitation. A protest based on alleged improprieties in this solicitation must be filed no later than five (5) working days before the Proposal Submittal Deadline. A protest of a proposed or actual award must be filed no later than ten (10) calendar days after the City issues a Notice of Intent to Award or, if no Notice of Intent to Award is issued, after the City issues a Notice of Award. A protest must be made in writing and filed with the Contract Officer. It must include: A. The name, address, and telephone number of the protestant; B. The signature of the protestant or its representative; C. The solicitation or Contract number; D. A detailed statement of the legal and factual grounds for the protest along with copies of all relevant documents; and CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 18 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: MaOhew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 E. The form of relief requested. Contents: Evaluation Criteria CONFIDENTIALITY IMormatlon contained In this propose) Is owned by W.W G,Inger, Inc ('Greinger) Sectlons annotated as "CONFIDENTIAL" are Confidential and Proprietary. Trade Secret protected. The oontents of,his proposal are solely intended for use by the City M Tucson / OMNIA PaMere or Membe,s to assist in the evaluation of Greingers proposal and subsequent oNenng of products from Grainger and may not be disclosed to any person not an employee M the City of Tucson / OMNIA Partners and Members —ut the prior.—o consent of Grainger. This proposal will remain vM,d for 90 days from data of submission. After 90 days, if the off—, not accepted as stated, Grainger reserves the right to rescind or adult this offer with no obtlgation to the City of Tucson / OMNIA Padners or Members ff Gramgar azo.-r es a materiel increase m ds cost to supply any Catalog Product es a result of, among other things, changes In laws or regulations, Impositions of fangs, increases in commodity prlres, extraordinary events (e g., COVID-19 pandemic) that significantlyimpact(tie glob al supply chain, or other changes in condN not reasonably foreseeable to Grmnger erd following notice to the City of Tucson / OMNIA Partners, Gainger reserves the right to revise proposal prices March 28, 2024 The City of Tucson Maintenance Repair 8 Operations (MRO) Supplies, Parts, 2 Equipment, 8 Materials Executive Summary March 28, 2024 Mr. Matthew Sage Procurement Manager City of Tucson Business Services Department Shared Services Procurement Division 255 W, Alameda, bin Floor Tucson, AZ 85701 Re. Response of W.W. Grainger, Inc. to Request for Proposal 240078, Maintenance, Repair and Operations (MRO) Supplies, Parts, Equipment, and Materials Dear Mr. Sage: On behalf of W.W. Grainger, Inc.'s (Grainger), we value the opportunity to provide our response to Request for Proposal (RFP) 240078 addressing Maintenance, Repair, and Operations (MRO) Supplies, Parts, Equipment and Materials. Over the past thirteen years, we have been privileged to partner with the City of Tucson, OMNIA Partners, and OMNIA Members in helping keep citizens and employees safe and facilities well -maintained. Global Overview Founded in 1927, Grainger is North America's largest MRO distributor. We are a leading broad line distributor of Maintenance, Repair, and Operating products and services detennmed to Keep the World Workmg® through innovative technology solutions and deep customer relationships. In 2023, our go -to -market models allow us to serve the varying needs of our diverse customer base as we generated $16.515 in total Company revenue. We achieved this by serving more than 4.5M active customers, with more than 26K team members, over 30M products offered globally, and with 34 total distribution centers in our entire network. Grainger's Work with the City of Tucson and OMNIA Partners In the intensely competitive MRO sector, the City of Tucson OMNIA Partners agreement grew from approximately 6,476 participating Members in 2021 to 7,491 Members In 2023. Over the same period, the MRO agreement's annual spend increased from $196.8M to $258M. A continuing trend is growth in local government participation. Of particular note, the City of Fort Worth and the Denver Housing Authority are Members who joined City of Tucson OMNIA Partners during the agreement's term. Grainger leverages its deep Government knowledge to curate offers that represent the most critical products, services, and data analytics to anticipate the needs of your agencies. From the planned preventive maintenance programs within Public Works, to the unexpected consequences of natural disasters, Graingers technical expertise, product breath, and supply chain resiliency will support your comprehensive needs. Grainger is also prepared to support the business Continuity and integrity of the City's infrastructure, data, and procurement processes Our investments in ethics and compliance training, cybersecurity, and contract fife -cycle management make Grainger the best choice to meet the evolving business challenges facing MRO acquisition. March 28, 2024 The City of Tucson Maintenance Repair & Operations (MRO) Supplies, Parts, 3 Equipment, 8 Materials tif Global Scale with Localized Support In North Amenca, we have nearly 2M available products that we bring to market with approximately 4K sales representatives that we couple with digital solutions, to drive deep customer relationships We offer both digital and physical channels to service customers based on a wide range of preferences. • Digital Channels: Our Grainger— website is the 11r largest eRetail site in North Annerca and offers curated product information and search. We also offer integrated software for customers with a more complex procurement processes. And when inventory management is a need, we offer our full suite of solutions that include, Customer Managed Inventory (CMI), Vendor Managed Inventory (VMI), Vending Machines, On -Site Branches/Stores, and Consignment. • Physical Channels: For those customers who need to call or stop by and talk with a product expert, we offer Phone and Branch/Store service channels. Our team members offer strong technical knowledge across a wide range of product categories and are always ready to serve MRO customers in need. Our industry leading fulfillment capabilities across North America, further set up apart from the competition and can be thought of in two ways: • Direct -To -Customer: 14 distribution centers and our KeepStock Inventory Management solutions bring products to our customers. • Physical Pickup: we offer 250 branches/stores when customers need same day will call service, each branch/store is outfitted with thousands of items, curated to meet local market needs and serve as hundreds of mini distribution centers to further serve customers. When customers are looking for a partner that reliably delivers during their time of need, they often choose Grainger. Whether it is a large, complex customer like the Federal Government, in need of a multi -channel, end -to -end MRO partner, or relatively smaller, less complex customer like a local fire department looking for a one -stop, online platform, Grainger earns the repeat trust of customers for two key reasons: • Our reputation for best- In- class customer experience: we have what MRO customers need, we make it easy to find, we get it to customers fast and accurately, and we make it easy to receive, pay, and if necessary, return or exchange. • Our reputation for offering tangible value: we aim to know our customers business, simplify the procurement and purchasing process, deliver and document tangible cast savings, and help customers reduce tying up cash and space in on -hand inventory. Pricing and Incentives "Entire Section is Confidential' March 28, 2024 The City of Tucson Maintenance Repair & Operations (MRO) Supplies, Parts, 4 Equipment, & Materials Our work supporting the City of Tucson and OMNIA Partners is the highest of priorities. Grainger will continue to serve to understand the mission and challenges of each City of Tucson Departments and Agencies and replicate that commitment across all OMNIA Members. Thank you for considering our propose Respectfully, kt . What Ken White National Government Sales Manager W.W. Grainger, Inc. Ken.White arainaer.com 720.988 7 I �7l17+�7!!N laiiia! M aiiiiiiiiask fillalk IllippieR fO Rla �rrrr�i —i". in r_ se serer d-.—� sssssn s� r.� Confidential March 28, 2024 The City *IT ucson Maintenance Repair & Operations (MRO) Supplies, Parts, 5 Equipment, & Materials a. Method of Approach 1. Provide A Response to The National Program a. Include a detailed response to Attachment F, Exhibit A, OMNIA Partners Response for National Cooperative contract. Responses should highlight experience, demonstrate a strong national presence, describe how offeror will educate its national sales force about the contract, describe how products and services will be distributed nationwide, include a plan for marketing the products and services nationwide, and describe how volume will be tracked and reported to OMNIA Partners. Grainger has completed a response to Attachment F, Exhibit A b. The successful offeror will be required to sign Attachment F, Exhibit B, OMNIA Partners Administration Agreement. Offerors should have any reviews required to sign the document prior to submitting a response. Offeror's response should include any proposed exceptions to the OMNIA Partners Administration Agreement. Grainger has reviewed Attachment F, Exhibit B, OMNIA Partners Administration Agreement. Proposed exceptions have been provided. c. The successful offeror will be required to fill out Exhibit F— Federal Funds Certification and Exhibit G — New Jersey Business Compliance as part of the response. Grainger has completed Attachment F — Federal Funds Certification and Exhibit G — New Jersey Business Compliance as part of the response J. Describe and provide an example of any additional agreements that may be required for Participating Public Agencies. Please see Section 3 Services for new participating public agency affiliation guidance. 1. PRODUCT "Entire Section is —fid--" March 28, 2024 The City of Tucson Maintenance Repair 8 Operations (MRO) Supplies, Parts, 6 Equipment, 8 Materials The Table below presents Grainger's categories and the number of SKUs responding to those categories referenced in the RFP Scope of Work, Product Requirements at RFP, page 7. Additional categories are also provided. This presentation is based on Graingerrs category hierarchy and subcategory description. Note that some Grainger categories overlap with those enumerated in the RFP. JkLL RC0111!3TE9 CATLOAIift {AW 1AP04 M SAX �+0 Gciiiiii?rl F"Em 7w VTMM OkOOLPICt CM6131 AM tta� ■:�a,rr! w JJ Wr lRi� ii. Identification and description of subcategories Based on Grainger's category hierarchy and subcategory description, presented in the chart below are subcategories for each required category listed in the RFP. Note that the key subcategores listed are representative and not inclusive of the March 28, 2024 The City *IT ucson Maintenance Repair 8 Operations (MRO) Supplies, Parts, 7 Equipment, 8 Materials P-A . 4 entire available subcategories. iii Identification and description of manufacturers within each sub -category Grainger has over 5,000 manufacturers and suppliers, noted below across our categories, Ughfing L­ RIF Me— I,—, T..Fsyreaa waM_ 4c'P_ he z.' _ cevones Eaarelor g _=t, LIMt 19 ­­ 1­1 Sy— O,e C.1 ­1k yr GE miq P Pemea Tt. Z19 :G E­ ua '—=h _T'_ , — F­ & ­o­ - D,. — G­& & W­ SnsgaH & 'g — March 28, 2024 Th. City of T Maintenance Repair & Operations (MRO) Supplies= Equipment, & Material. I—e G... F-limas eea6ms ­ & --yMW1.111 :G1 . .... . G_ um 2 1 111-1-1 r— : G. `:E '.' .2, s Y. & TPP I Lc"s' s_Y & _Uft I . D—P TZ— (PPE) EY, ........ I- hI,1.119 IIImers PIG ­0 E­ ci ­w� G.- -E11­1 —c-1 Tmwh Gw J.1ft M -aGeo 0- T� 1, 3 Lysol NC s.wlw ntrols Nu C.­ -I.( FRI— P­ C­� F.... ­ & sy— I—, I.— & P­ JC P­ 1—, -1, ­­ F­, F 1­11 P w,. PIP— wnwcw PP, Prit- & ­101V D. P=11 ­­ Liw G­ S.Plio (C"I. �18 GIII, I umuheluws FS Lntd� �GM.� E­_ ­., & ­d "­ I.E...,G E,­t & -h—,., G­' PIA March 28, 2024 The C141 *IT Maintenance Repair & Operations (MRO) Supplies, " Equipment, 8 Materials =.x. ® Sou r9 rvon.c a9 a roe prcduc�saservicea U ¢etiaN c�orooner reeaae noro�baea ecceasero over Rve e 9aoo xam,renuers onn rve c Doti - 00o ve n oe�e'nloeerence - ro wiPrerrt . co e rxp MeruM1M�en Coor LocxsB Deaarolls Spnrg¢ Bh geY¢�erre W Li o CommkCN Ka�lko corrpuer s„8liea a Meala o raamrenuers O: Dyso srstion o a Lamm y e ., D w Preto slwrga al Loy MNa A lain o3 ma _a cal atret -x0a� a1n98 �IMgreemal napon -rebSuY area S�pgY pest Comrol -Dz�o Me. Eul�meM xcessore aemsrr �r �SeMrtivenX � arias. very vecuunsaLes 9�rcMare ­Y.,I r -Alen ceaaonea Commeunlcation �16 kylRl rxo9e a _ Mobpie¢ .RCA ��nayper� eooa Dlab eHartlware -_ X 8 o .... MWed lea T -gas Manumnure' conacrenls Snack F660001e Guea�Roomennremnmes �GFwreer by Erg y :Glare rr man me8 .eoduaeooupplea .Cates Messer �� iea supplea b. What is the total number of products offered in your catalog? Are all catalog products stocked in your distribution warehouses? Grainger's catalog offers more than 1.6 million MRO products. On -hand inventory, valued at $2.3 B across 32 MRO categories and is maintained through Grainger's US owned network of 14 distribution centers (DCa) with a total of 16.5 million square feet in size, 250 branch location, each with approximately $1 million In inventory, and 6 bulk warehouses for products such as generators, water heaters and other large items. Grainger is expanding its distribution and delivery capability with two new facilities in Gresham, OR and Houston, TX., scheduled to open in 2025 and 2026, respectively. March 28, 2024 The City IT ucson Maintenance Repair 8 Operations (MRO) Supplies, Parts, 10 Equipment, 8 Materials 1� While not all products are stocked within the network, Grainger analytical planning tools Position and deliver products centered on a just -in fime delivery model. Grainger same day shipping encompasses 99 % of in -stock items. Grainger's meaningful relationships with nations and regional transportation carriers are critical to this capability. Our advanced algorithms continuously review inventory and stocking levels to determine the fastest means of delivery for each Member. This analytical approach allows Grainger's supply chain to know where a particular product is, when it is required to be at a Member's location, and the fastest means of delivery. Grainger's strategic distribution network will ensure most Member orders are shipped the same day the order is received. 99% or the US postal codes are reachable the next day through our high -touch solutions North American supply cham network. How are green products identified In your catalog? Online ordering? Grainger's Environmentally Preferred Products (EPP) are Identified with a "green" filter during the search process In the online catalog, accompanied by a green leaf Icon. The technical specifications section of each product contains an explanation of the certificate or attribute, making it simple for Members to understand the environmental benefits. March 28, 2024 The City *IT ucson Maintenance Repair 8 Operations (MRO) Supplies, Parts, 11 Equipment, 8 Materials ifr•PIrr�W 7i1Mi W W r b.— + =hill see rttiiiiiitti to-ltltlfulplltlt+ atrr," Shown above, in Grainger's online catalog, Members can click on the item number to go directly to the item's technical rnformatlon and'gmen' designation. To the right, a'snrppd' of how Members can easily arch and view green products by checking the'Green'filter toggle in the lower left-hand side of the gnuager—page. d. Do you offer "Private Line' products? Please describe. Yes, Grainger has been providing Exclusive Brands (Private Label) products and solutions to our customers since 1937. Grainger Exclusive Brand products can help Members do more with less by providing easy access to dependable products whose quality matches national -brand quality standards. Grainger offers 284,116 SKU's, across several categories and brands In our Exclusive offering. r�F—`.— is tic_ 4ear.—rt F—q �.A�ert•rtR� �� �� I lee in,, e. Submit all information that will aid the City in evaluating your proposal Presented below are key values reflecting how Grainger's offer provides a competitive differential. 1. Incentives focused on the City of Tucson 2. Financial Strength and Reach 3. Advanced Digital Technology March 28, 2024 The City of Tucson Maintenance Repair 8 Operations (MRO) Supplies, Parts, 12 Equipment, 8 Materials NEW 4. Experience Serving the City of Tucson 5. Grainger Specialized Product Solutions Incentives focused on the City of Tucson and OMNIA Partners' Members The Value ADD and Pricing Sections are not only broad and competitive, but innovative. Covering all MRO categories nationwide and offering options to suit Member needs, it will maintain and attract Members. As a way of showing our appreciation for the City of Tucson (City) as the Lead Agency, we have designed a unique offer that combines enhanced category discounts and substantial financial incentives. We believe this customized offer will maximize the City's MRO budget, increase productivity, across departments/agencies, and return value to invest in strategic projects. The proposed offer is not static and will provide incremental financial benefits as the contract continues to grow through adoption and scale. Based on the City's historic purchases and reasonable growth projections throughout the term of the agreement (metropolitan growth rates and service enhancements), we estimate $1,000,000 in additional savings based on the proposed Lead Agency Special Program. Grail pricing and incentive offer to all other contract Members is comprehensive as well. Our offer features market leading value to include competitive pricing, an expanded category discount program, and an incentive program for City of TucsonlOMNIA Partner Members. We believe this differentiated investment towards all Members, coupled with the unique and additional incentives for the City of Tucson, will provide the most meaningful solution to optimize our growth together. We have crafted our offer with the aim of retaining existing Members and allmcting new ones. Our offer features competitive pricing, an expanded category discount program, and an innovative incentive program for City of Tucson/OMNIA Partners. We believe that this differential investment towards all OMNIA partners coupled with unique incentives for the City of Tucson will provide the most meaningful solution to continue to grow this contractual partnership. Financial Strength and Reach With 2023 sales of $16.5 billion, Grainger is the leading broad line MRO distributor in the US and Canada. We serve more than 4.5 million customers worldwide with innovative technology and deep customer relationships. With these resources and expertise, Grainger will continue to promote value to the City of Tucson and OMNIA Partners. Since 2021, our partnership has grown from approximately 6,476 participating Members in 2021 to 7,491 Membere in 2023. Over the same period, the MRO agreement's annual spend increased from $196.8M to $258M. Substantial local agencies, including the New York City Housing Authority and the District of Columbia Housing Authority, have become Members. Advanced Digital Technology Aligning Product Merchandising Shaped for Government Customer Products and Services Requirements In offering millions of products, from thousands of suppliers, with countless attributes unique to each product category, significant complexity arises. Serving more than one million active customers across diverse market segments, each with their own levels of complexity, the opportunity to leverage technology and data is presented. Grainger simplifies this challenge for government and other sectors to make their jabs easier. The MRO sector has no data source providing meaningful customer information to discern current requirements and trends. By compiling and evaluating information about millions of products, Grainger shapes offerings to wide and varied market sectors while enhancing how customers search, compare, and purchase a product March 28, 2024 The City of Tucson Maintenance Repair 8 Operations (MRO) Supplies, Parts, 13 Equipment, 8 Materials 1k This work improves product Information as it is directed to customer requirements, how a catalog Is omnled and marketing -support systems, all of which are continually analyzed to improve website functionality assisting the customer The work eases the customer's search by providing more informed insight to the purchasing decision as noted below: C products 3 Prevlde the want: .rganpresent information customersss products effectively need: ustomer makeearyfor we know what ps help us Wetomers to fnd the anrihutes are important d what they right products quickly. to hep ustomers o t the job choosetheir products with c dance. Experience Serving the City of Tucson As the incumbent MRO provider, the City of Tucson-OMNIA Partners' agreement is is prominent illustration of how Grainger strives to distinguish itself from the competition Grainger team members work to understand the mission of each department of the City of Tucson and across the OMINIA Member network, particularly the public servants who fulfill vital government responsibilities Grainger has had a physical presence in Arizona since 1954. Approximately 880 Grainger employees live and work in Arizona. No competitor has Grainger's LOCAL presence. The City of Tucson has sales coverage from a Government Sales Manager and Account Manager who draw on the Tucson Grainger Branch on South Dodge Boulevard, 2 branches in Phoenix, 1 in Gilbert and the Grainger Customer Contact Center in Phoenix, to engage all customers directly. With experience, and expertise regarding the City of Tucson, the ongoing engagement with the City's departments and personnel to address contract expectations, changing priorities, training opportunities, and highlight new MRO products and innovative solutions will continue to evolve with the City of Tucson's interest at the forefront. Grainger's offer encompasses comprehensive audit, oversight, and training to adhere to all contract pricing and requirements across City of Tucson-OMNIA Partners'terms and conditions. Government Team training includes mandatory ethics and compliance responsibilities. Grainger's information systems provide customer -driven requirements supporting oversight, supervision, and accountability. Reporting and compliance structures are shaped to individual agencies. March 28, 2024 The City of Tucson Maintenance Repair 8 Operations (MRO) Supplies, Parts, 14 Equipment, 8 Materials 2. SERVICES "Entire Section Is Confidential" March 28, 2024 The City of Tucson Maintenance Repair 8 Operations (MRO) Supplies, Parts, 15 Equipment, 8 Materials tif �01�t T= x. 1. Sourcing Graingefs centralized sourcing team acquires MRO services not found in the Grainger general catalog • from non -catalog suppliers, • line card extensions of catalog suppliers, • for custom products, and • OEM repair parts and accessories. � �r tr titer � t>tttl � �Y � � titter Knowing our customers' facilities are specialized and that product lead times are critical. Graingerworks with local and national suppliers throughout the US to address specialized customer product needs, from non -catalog suppliers, line card extensions of catalog suppliers, custom products, and OEM repair parts and accessories. In 2023, Grainger engaged 16,000 sourcing suppliers to satisfy customer needs and provide access to over five million additional products to Members. A critical element of Grainger's offer is enabling agencies to respond expeditiously to unique and hard to find product requirements Note: Please see Exhibit 01 Sourcing Terms and Conditions in the Appendix Sourcing orders do not receive a category discount. March 28, 2024 The City of Tucson Maintenance Repair & Operations (MRO) Supplies, Parts, 16 Equipment, & Materials 1. 2. Software Punch -out Intearation & Mobile AuDllcatlons The capability of your electronic ordering system to interface with an agency's inventory software system. Gmingers ecommerce services extend beyond core a -pro services to provide not only additional semch and purchasing channels but to meaningful management controls able to integrate with an agency's software sytem: lt Order Management Controls: The City of Tucson and OMNIA Partners' Members can control and manage their workflow and spend management when registered and logged into Gminger.com. The order management system allows the member greater purchasing control and visibility through customizable and flexible spend management authorizations. It enables a purchase approval process as well as budgets to be established for individual users. These workflow controls are administered by the City of Tucson or individual Purchasing Entity. Work Order Integration: Grainger.com can integrate with the City of Tucson and OMINIA March 28, 2024 The City of Tucson Maintenance Repair & Operations (MRO) Supplies, Parts, 17 Equipment, & Materials At Partner Member Work Order Management Systems This is performed through Computerized Maintenance Management Systems (CMMS)/ Work Order systems with the purchasing process to allow for reconciliation of purchases from work orders This integration aligns work order data to product orders and packing slips for streamlined receiving and assigns product cost to the work order. eProcurement Punchout-Gminger's eProcurement solutions automate the Procure -to -Pay Purchasing Process to streamline and standardize shopping, order, invoice and even payment. Grainger can set up a seeping call with its eCommerce Solutions team to understand Member needs and customizations to ensure a proper integration. Grainger has experience with hundreds of eProcurement platforms and can provide end -to -end integration to drive streamlined and standardized processes. This means Members will reduce costs through productivity enhancements and lowering Members direct ordering cost. Grainger's dedicated team of experts will help Members customize and implement the solution. Some of the most popular ERP and supply chain/procurement platforms selected by Grainger customers include: W•ITr� � L�1Mf�lr i�IRYI �SIY�i� '�M+ Grainger also supports custom and non-standard EDI transactions on a per request basis. Enhanced features include a Custom Home Page and Landing Pages � Y,_•�f Ali Y OLWd An example of a Custom Home Page for City of Tucson OMNIA Partners' Member. 3. Installation, Repair, Maintenance & Turnkey Solutions & Services: Grainger will assist City of Tucson and OMNIA Partners' Members in working with manufacturers, suppliers and third -party installers, as to product, equipment, maintenance and related training programs. These programs include manufacturer -certified set up, product Installation, post -installation services and maintenance services. Grainger has identified over t00 companies that have satisfied our vetting process. All companies used by Grainger are licensed, insured, qualified and capable of performing in accordance with Member service requirements. Services provided by third -party providers may be subject to a fee agreement between Grainger and the provider. _ phdYr• JrM harem YdY# 11111..6r_r�rirl Yr^ !!R! T!!� � CIF ti ti �,Fr� 3� f�+ T T!!!t• II1F'* 4 t WV4asr.r r.ie-r_rr,il,�irw�iii1 !�! � Ar Y YtTTas!! T iTr ��11 •��41!lJTriter� _ Fri ri IRR lid i{!• rM W 0 1111 March 28, 2024 The City of Tucson Maintenance Roper & Operations (MRO) Supplies, Parts, 18 Equipment, 8 Materials 4. Inventory Management: KeepStock Inventory Management Solutions Provides inventory management solutions for stock rooms, warehouses, mobile service vehicles, emergency preparedness supplies, and supply vending machines. Consulting and analysis solutions are also desirable. t�lilll�* Uv L ILY� Inventory Management is a unique delivery solution moving high usage items close to point of use and maintaining critical product availability. Through its KeepStock® Program, Grainger provides multiple inventory management solutions reducing Member's total cost of inventory ownership. Effective inventory management reduces on -hand inventory, improves purchasing efficiencies, and ensures availability of critical products all while providing secure and efficient access. Eff . 7—.- 7-7 •-mow_ r_I ,, r r KeepStock® Web is control central for managing your Grainger inventory. It seamlessly integrates your KeepStock® program, Mobile App and Grainger.com to provide convenient, web -based inventory management. Members can leverage KeepStock® web functionality March 28, 2024 The City of Tucson Maintenance Repair & Operations (MRO) Supplies, Parts, I 1 g Equipment, 8 Materials Irk acr?sisall installation types— Vending, CM I, Replenish and Onsite, to provide you with total veibilityto the entireinventory. Inventory Management Reporting Dashboard �!W fl•FF� Yi +err +iY�. W Pill— — IM •'Y �! A7Lft m1• �T 5. Small Business Program Grainger recognizes the importance of helping meet diverse procurement goals or mandates Our Diversity Solutions program supports the economic empowerment of diverse and small businesses. We help customers meet then diversity requirements through our breadth of products, supply chain, services, and diversity expertise Grainger's Supplier Diversity Program affords customers access to - diverse manufacturers and suppliers through its catalogs and distribution _ channels. This program seeks to grow this sector while helping ' customers get theirjobs done with quality products from diverse business enterprises (DBEs). The economic impact of this program continues to increase. As of 2022, Grainger's Supplier Diversity program features: • Approximately 7,000 Diverse Business Enterprises are part of Grainger's High -Touch Solutions U.S. Supplier Diversity leed. Program, which includes direct and indirect spend. • More than $2 billion on products from small businesses, including woman-, minority-, veteran-, LGBTQ+- and disabled person - owned businesses, and HUBZone and disadvantaged businesses. • Registered suppliers are audited monthly to maintain active supplier diversity certificates. • Products from diverse manufacturers and suppliers are identified with this diversity symbol on Grainger.com and in the catalog and index. • On Grainger.com, customers can use the search keywords "Supplier Diversity" or use the Supplier Diversity toggle filter to shop for products from diverse suppliers exclusively. The Authorized Grainger Reseller Program includes a network of more than 100 certified DBE msellere authorized to sell Grainger MRO products. Grainger contracts with small and diverse businesses to sell directly on the Grainger agreement to the end customer. Resellers in the Diversity Alliances program are under contract and provide independent resale of MRO products purchased from Grainger. These authorized resellers have access to Grainger's full product offering. These DBE resellers include historically underutilized business zones (HUBS), minority-, woman-, and veteran -owned businesses. March 28, 2024 The City of Tucson Maintenance Repair & Operations (MRO) Supplies, Parts, 20 Equipment, & Materials The authorized reseller program enables customers greater access to products and services and provides reach to segments and contracts mandated or prioritized for DBEs. The program allows Grainger resellers to offer niche, value-added services, and a broader selection of products. Grainger and the authorized reseller will engage Members to discuss how best to serve the City of Tucson and OMNIA Partner Member including the range of possible service and values that can be provided. DBEs often provide other services such as installation, kitting, product assembly, stenciling/engravingiabeling, delivery, and barooding. These services encompass adjustments in product and solution pricing. The plan will outline how the Member can leverage Grainger's diversity solutions portfolio to achieve their goals. 6. Green / Sustainability Programs a. Grainger Policies & Commitment: Efforts and policies pertaining to green and sustainabihty Grainger is committed to conducting business in an environmentally responsible manner and works continuously to improve its environmental performance across operations, solutions, and products Initiatives to reduce dependence on non-renewable energy consumption and emissions include: • Increasing solar energy use at ourfacilities • Improving technology and efficiency in our building management systems • Implementing high -efficiency life cycle replacements • Transihoning from traditional Powered Industrial Equipment (PIE) batteries to hydrogen fuel cells. Literature: A detailed discussion addressing Grainger's environmental performance is presented in Exhibit 02 2023 Environmental Social and Governance Report. b Products: Impact on Product Offerings. Grainger provides environmentally focused solutions through our Sustainability offerings, including environmentally preferable products (EPP) and Sustainability services. In 2022, our overall Grainger High -Touch Solutions U.S. EPP revenue was more than $1 billion, an increase from the prior year. We routinely evaluate our portfolio against customer needs and maintain our product certifications and attributes up to date. On a regular basis, we conduct a thorough review of certifications and attributes, in conjunction with a third -party partner, based on U.S. federal and state sustainable -purchasing guidelines. To guide customers toward sustainabilily solutions, Grainger has developed a Sustainability Solutions landing page on our websile. The solutions are organized by sustainability categories including energy, waste, air quality and water management. As noted, Grainger's EPP are identified with a "green" filler during the search process, accompanied by a green leaf icon. The technical specifications section of each product contains a detailed explanation of the certificate or attribute c Distribution: Impact on Distribution Our initiatives to reduce dependence on non-renewable energy consumption and emissions include increasing solar energy use at our facilities, improving technology and efficiency in our building management systems, implementing high -efficiency life cycle replacements and March 28, 2024 The City of Tucson Maintenance Repair & Operations (MRO) Supplies, Parts, 21 Equipment, & Materials At �01�t r'_ transitioning from traditional Powered Industrial Equipment (PIE) batteries to hydrogen fuel Throughout Grainger facilities, particularly within the Distribution Centers (DC), we standardize recycling processes and share best practices across our network. The DC leadership receives monthly progress reports on recycling, and local facility managers include recycling metrics in then annual performance goals. We also partner with a third party to track our waste and recycling data and to find opportunities to improve our diversion rates. To help manage waste and recycling at our U.S. branches, we use waste container monitors, which helps us optimize our scheduled pickups, reduce the amount of vehicle mileage required by waste haulers and quickly detect and resolve contamination issues before they impact downstream processes. Grainger works closely with our suppliers to identify opportunities to improve packaging sustainability and protect the products we offer. Our Supplier Packaging Guidelines promote sustainable options and best practices for suppliers to minimize potential product damage and waste while maximizing the use of recyclable materials. These initiatives are described in detail in Grainger's Environmental Social and Governance Report. We refine our sustainability calculation methodology, improve data sources and engage with suppliers and partners, particularly those critical to how we serve our customers. We share details of our plans, including measurement standards and specific objectives with the goal of converging in this important initiative. d Recycling of Lamps: The ability to recycle lighting and electronic products Grainger offers recycling kits and boxes to help customers recycle light bulbs, ballasts, batteries, lamps, and other items that contain hazardous materials, particularly in circumstances involving compliance responsibilities. The kits also save storage space and reduce safety hazards by allowing Members to contain dead items and remove them from their facilities. Recycling kits include boxes or containers for collecting the Items to be recycled. They also include prepaid shipping labels and recycling costs and instructions for sending the items to a recycling facility. Individual recycling boxes or containers are used to collect and store items for recycling. These boxes do not include prepaid shipping labels or recycling costs; users can send the box or container to the recycling facility via their preferred shipper. e Lighting and Energy Audits: The ability to perform lighting and energy audits. Grainger third -party partners will evaluate and audit lighting and energy capabilities and recommend focused solutions supporting sustainability. Coordination is pursued with City of Tucson and OMINA Member facility design and operations personnel to recommend retrofitting and other efforts to improve lighting and energy savings. f Certifications: The industry recognized certifications and standards obtained. Grainger identifies products with the environmental certifications in its catalogs, including: • US EPA ENERGY STAR • US EPA Safer Choice • US EPA Water Sense • Biodegradable Products Institute (BPI, certified compostable) • Design Lights Consortium (DLC) for LED lighting products • Forest Stewardship Council (FSC) • Green Seal March 28, 2024 The City of Tucson Maintenance Repair 8 Operations (MRO) Supplies, Parts, 22 Equipment, 8 Materials • UL ECOLOGO • UL GREENGUARD, SCS Indoor Advantage, etc. (cerfifed low emitting) 7. Training and Education Grainger will support the City of Tucson and OMNIA Partners' Members to schedule and provide instruction as to industry trends, targeted products and solutions training associated with City of Tucson and OMNIA Partners' operations and identified needs. Objectives include elevating competency and supporting unique Member requirements. The following are opportunities within Grainger's' extensive training portfolio and include non -fee and fee -based sessions • Comprehensive training modules addressing technical skills as to environment, health, and safety, electrical, HAZMAT, security, laboratory, and plumbing products • Among the comprehensive safety initiatives are products that reduce falls and injuries. Grainger team members participate in yearly training that reviews approved products, proper wearing, and maintenance of products to present these training opportunities to customers. • Confined Space, Electrical Safety, and Forklift equipment and work area comportment. • Throughout the contract's term, tailored training to maintain and increase knowledge of the contract and its benefits and effective access to Graingeccom or a -pro applications for new employees and refresher instruction for tenured employees. Grainger partner providers works with City of Tucson and OMNIA Partners' Member agencies to identity products and product categories for additional training. Current programs include: • De Walt Power Tools: Customer safety presentation and film Hands-on demonstration of safe operating practices for power tools. Joint presentations by the Grainger Account Manager and DeWalt's representative, often performed at customer locations. • Proto Tools Hand tool Safety Seminar and Film: Demonstration of correct methods of tool usage. Joint presentations by Prato and Grainger Account Managers A certificate of training is issued upon completion of class, which is also often conducted at customer locations. • Brady Manufacturing Lock-Out/Tag-Out Class: Training for correct methods to apply lockout/tagout devices for compliance with OSHA rules is accompanied by a video presentation and hands-on demonstration of different devices. Jointly presented by Grainger Account Manager and Brady Representative at customer locations. 8. Customer Support Services Grainger's policies on replacements, returns, restocking charges, after hours service, after sales support, out of stock, order tracking, technical feedback, quality assurance for orders and drop shipments are presented below. March 28, 2024 The City of Tucson Maintenance Repair & Operations (MRO) Supplies, Parts, 23 Equipment, 8 Materials Grainger Customer Support *i,iaai *Mlp1 olair iiiiiaarY car WmiiaF iiiiaaM y_4— �Ilaiallf a-lirl!'rlrf t4rl TR7 •r�7s!!-IH 7PP9lR� Pa. 97F sY14 �R W11 Irk M1r4. h— has�tttttttttt� Y r,. astraTinee.4lwea 1 eisT4eTeen 241support dudnp ememanclea TechnlcelProduq Guppon Monday -Friday ism- firm Genbel Ti.. Zone Gminger.cgm ONer pmwssing available 24n Eme wServices Hotline—,]daysa week Replacement, Returns and Warranty: Grainger accepts returns of products it sells, It also warrants its products. SATISFACTION GUARANTEE TO ALL CUSTOMERS. Customer should contact Granger d not satisfied with a product for any reason. Grainger will promptly provide an exchange or refund if the product is returned within 30 days of date of ,nwiw, with proof of purchase from Granger. LIMITED WARRANTY. GRAINGER WARRANTS PRODUCTS AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE FOR A PERIOD OF ONE (1) YEAR AFTER THE DATE OF INVOICE FROM GRAINGER, UNLESS OTHERWISE STATED. PROVIDED THAT GRAINGER ACCEPTS THE PRODUCT FOR RETURN DURING THE LIMITED WARRANTY PERIOD, GRAINGER MAY. AT ITS OPTION: 1. REPAIR; 2 REPLACE,OR 3 REFUND THE AMOUNT PAID BY THE CUSTOMER. CUSTOMER MUST RETURN THE PRODUCT TO THE APPROPRIATE GRAINGER BRANCH OR AUTHORIZED SERVICE LOCATION, AS DESIGNATED BY GRAINGER, SHIPPING COSTS PREPAID. GRAINGER'S REPAIR, REPLACEMENT, OR REFUND OF AMOUNTS PAID BY CUSTOMER FOR THE PRODUCT. SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WARRANTY DISCLAIMER AND LIMITATIONS OF LIABILITY. EXCEPT AS SET FORTH HEREIN AND WHERE APPLICABLE, NO WARRANTY OR AFFIRMATION OF FACT OR DESCRIPTION, EXPRESS OR IMPLIED, IS MADE OR AUTHORIZED BY GRAINGER GRAINGER DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. GRAINGER ALSO DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, MISREPAIR OR MISAPPLICATION. GRAINGER EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES TO THE EXTENT PERMISSIBLE. GRAINEER'S LIABILITY IN ALL EVENTS IS LIMITED TO THE PURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, IF THESE LAWS APPLY, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY AND OTHER RIGHTS MAY BE AVAILABLE. Warranty Product Return. Before returning any product, Customer may contact Grainger either by logging on to grainger corn/returns or wiling Graingees Customer Care at 1-800-GMNGER (472- 4643) Proof of purchase is required in all cases March 28, 2024 The City of Tucson Maintenance Repair 8 Operations (MRO) Supplies, Parts, 24 Equipment, 8 Materials PRODUCT RETURNS. GRAINGER 30-DAY SATISFACTION GUARANTEE. You can return your purchase for any on for exchange or refund up to thirty (30) days from the dale of invoice unless otherwise noted Proof of purchase from Grainger is required for all returns Graingers 30-day satisfaction guarantee does not apply to 'Sourced Products" and products sold on a "Final Sale" basis. RETURNS AFTER 30 DAYS. Unless otherwise noted, you can also return product for up to on, (1) year from date of invoice provided that product is in its anginal packaging, unused, unexpired, undamaged, and in salable condition. Proof of purchase from Grainger is required �n all instances. Products sold on a "Final Sale" basis as defined below cannot be returned. 'Souroed Product" (defined below) is subject to the manufacturers return policy and may not be returnable There are no restocking fees for Grainger catalog items. Returns of non - General Catalog items may be subject to a restocking charge. FINAL SALE ITEMS. Items said on a "Final Sale' basis mclude: h) Custom items; (,I) purchases made under the Custom Product Center on gmmger.com; (in) special -order items; (w) emergency response items, (v) items marked in Sourced Product quotations or invoices as "Non -Cancellable" or "Non-Relumable" and (vi) any other dems that Grainger may designate as a "Final Sale" from time to time RETURNS PROCESS. If you need to return an item, owned us directly at Customer Care at 1-800-GRAINGER (472-4643) or drop off or ship the product to the nearest Grainger branch location Easy Return Process for: Wrong it.. shipped from Gmmger • Item damaged when recelwid • Faulty/ demai item with product waoanty 1. The Member should call Gminger Customer Care at 1-800-GRAINGFR (472- 4643) 2. Intlicem prelerence for rece plamentitem or credit 3. Grainger takes responsibility for the return and sends a return label to Me customer 4. Customer carefully packages the Item(s), including the packing slip 5. Place prepaid shipping label on return package 8. Member r0i carrier to pick up the mtum 7. New product is shipped to the customer, or the account is credited Restocking Charges: There are no restocking fees for Grainger catalog items. Returns of non -General Catalog items may be subject to a restocking charge. After Hours Service: Grainger's after-hours emergency service provides product fulfillment after standard Grainger branch business hours, and is provided via a toll -free number (1-800- CALL-W WG) for service throughout the US. Calls are routed to one of Grainger's US based Call Centers. A Call Center employee then contacts a local Grainger branch employee, via phone, and relays the customer information. Grainger's branch employees are committed to contacting the customer within 60 minutes of the initial customer call to arrange to meet the customer at the local Grainger branch to fulfill the emergency order. Post Sales Support: Customer support is available at 800-GRAINGER (800-472-4643) provided by US based Customer Service Associates (CSAs) Grainger contact centers are available 24 hours a day, 7 days a week to assist our customers through phone, chat, and email. The Customer Service team consists of highly trained and experienced employees including Technical Product Specialists (TPS) that specialize in each of our product categories to serve our customers. All Customer Service team members will provide March 28, 2024 The City of Tucson Maintenance Repair & Operations (MRO) Supplies, Parts, 25 Equipment, 8 Materials �01�t ,00" product and shipping information, answer questions, provide status, address customer concerns or issues and engage technical support to assist the customer. Out of Stock: If shopping via a punch out or Grainger com, the customer can see real-time availability of a product Users are notified within the punchout that the product is not available and when the product is expected to arrive. Subsequent changes in availability after the order is received will be sent via email to the customer. If the desired product is backordered or out of stock, the customer may use the compare feature to find an alternate product with similar form, fit and function. The ultimate decision to wait for the product or select an alternate product is that of the customer. If shopping via email or phone, Grainger's Customer Service Team will notify the customer if the product is on backorder or out of stock. The Customer Service Team member will provide alternate product suggestions. The ultimate decision to wait for the product or select an alternate product is that of the customer. 0.— arm la..Wrrl:.r�r_ ir • !�w'Ywei It15i5i.i�<ii Order Tracking: The City of Tucson and OMN IA Partners' Members can use Grainger.— to track the status of any pending order, regardless of ordering channel (online, phone, fax, e- mail). End users can determine shipment status, backorder status, and partial order shipments, will call order pick-ups and order cancellations for orders placed within the past 86 months clicking on the Order History link at thee t top of any Grainger cam page When the order leaves Grainger's DC, M' _ Grainger will send a Shipment rww. k*PNI Mas 1111,111ft Confirmation with a tracking number that PM 4ellH.111,11— allows our customers to track the order through the delivery cycle. Technical Feedback: Grainger provides direct technical support from knowledgeable field personnel and manufacturers' field representatives. In our key supplier programs, manufacturers dedicate field resources to work solely with Grainger's field representatives. In addition, Grainger has an in-house Technical Product Support Department whose members have an average of 28 yeare of experience answering product -related questions across all March 28, 2024 The City of Tucson Maintenance Rep- & Operations (MHO) Supplies, Parts, 26 Equipment, & Materials product categories. Customers have easy access to this service during standard business hours. If a customer seeks to provide technical or any feedback regarding a product or any Grainger service, Comment Cards can be accessed throughout Grainger.com, including a link in the header and factor of every page on Grainger — Quality Assurance for Orders and Drop Shipments: To ensure quality customer experience, all phone calls to the Customer Service Center are recorded. This information is an element of a Quality Monitoring & Coaching approach where each Team Member receives scored evaluations completed by the CA team and his/her Service Leader each month. There is a similar process to audit email and chat transactions. In addition, a cross -functional team captures and investigates Service Opportunities to determine the root cause, any specific actions that are needed and to determine if there is a larger, systemic issue that should be addressed through technology updates and/or process changes. Grainger Supply Chain and Distribution Centers are vigilant in monitoring performance of suppliers and carriers, as to quality and timeliness of shipments, including manufacturer drop shipments. Goals are set to ensure that products are delivered on time and in good condition and exceptions are captured to address deficiencies 9. Consultina Service Consulting and analysis of above listed services and solutions, as well as other value -add services not included above. Grainger Consulting Services is an industry -leading team of experts dedicated to helping Members ze solve their most pressing MRO challenges. Grainger's team analys the Members' current Is and identifies relevant and comprehensive opportunities for improvements. Based on our findings, most customers can take as much as 15-25% or more out of their total MRO costs. Consulting projects can range from single site assessments to enterprise -wide evaluations of your overall MRO procurement, inventory, and product selection processes. The focus is to understand current state and identify opportunities for improvement that drive productivity and utilization and financial benefit. �!R �!!�Tlr t=_ ! t ram!Trr�IrRu'!FaaHr �R TrP!RrTlf �11F .ilk! Ipp- 3w!1��� Tp! flrw+�r+�nr�rr �pw��5r1 Grainger's Cost -Driven Differentiate— Grainger Consulting Services has built its strategy and expertise around three major cost areas. Each can represent a significant opportunity to deliver savings and value back to a Members' organization. March 28, 2024 The City of Tucson Maintenance Repair & Operations (MRO) Supplies, Parts, 21 Equipment, & Materials a • t�,� • ram. : �� : ���16. Grainger's Consuftmg Team will work with Members to dove costs out of their operations 10. Other Services Presented below are examples of services, in addition to those listed in the RFP Grainger will continue to pursue value added services and programs throughout the life of the contract that will be available to the City of Tucson and OMNIA Partners' Members. a. Sustainability Solutions Grainger provides environmentally focused solutions including environmentally preferable products (EPP) and Sustainability services. In 2022, our overall Grainger High -Touch Solutions U.S. EPP revenue was more than $1 billion. We meet customer demand by routinely evaluating our portfolio against customer needs and keeping our product certifications and attributes up to date. On a regular basis, we conduct a thorough review of certifications and attributes, in conjunction with a third -party partner, based on U.S. federal and state sustainable -purchasing guidelines. To guide customers toward sustainability solutions, Grainger has developed a Sustainability Solutions landing page on our website. The solutions are organized by sustainability categories including energy, waste, air quality and water management. Grainger's EPP are identified with a "green" filter during the search process, accompanied by a green leaf icon. The technical specifcations section of each product contains a detailed explanation of the certificate or attribute, making it simple for customers to understand the environmental benefits. if i m m PIP 00P Z 1111111114111 iFYYI•��YtrlY�Jii i•4 r•r� L*�! � �4 �T!•! �1�1�7� .4 TI�IRwr 7lPI� � �1 •^iI�F��Ii �jVVi���if1a�R�� b. Safety Value Add Solutions Grainger's Environmental, Health & Safety (EHS) Services help Members protect their people, facilities, and the environment. Grainger's Field Safety Specialists bring education, experience, and expertise to help Members address a wide range of safety and health matters to assist with injury reduction, compliance improvement, and risk assessment. Grainger has the depth and structure to deploy, support and track agency -wide initiatives. March 28, 2024 The City of Tucson Maintenance Repair & Operations (MRO) Supplies, Parts, 28 Equipment, & Materials In addition to assessments from Manufacturers, Grainger's Field Safety Specialists leverage our Grainger Safety Assessment to evaluate a broad range of OSHA Regulatory and Compliance needs. The Grainger Assessment delivers a customized report highlighting areas of a safety program that are currently in compliance or areas where additional focus may be needed. .b qm+ 04 Willi— MW si r ti/+.h— �4lT7 +�7fR� mw: �IIWY+�75FT ffl"."04, M ��-a��iJar� Please see Exhihit 03 Grainger Safety Assessment providing further details regarding the Grainger Safety Assessment. The Grainger Safety Assessment includes topics like Hazard Communication, PPE, Lockout Tagout, Confined Spaces, Fall Protection, Ladders and Temperature Stress, among others. c. Energy/Sustainability Services The Grainger Energy Services team can identify and implement a wide range of efficient solutions for an agency to help design and facilitate the installation of energy -saving and water conservation measures: �ra.II�IIIIIIIIIC.F :FliYirr IIIIIIFr d. Online Solution Center Grainger compiles an online safety center with information and resources that help keep people safe and facilities running. The Solution Center enables OMNIA Partners' Member safety specialists to access safety news, trends, and regulatory issues free of charge. Information includes: • OSHA's Law & Regulations: This page contains links to all current OSHA standards, provides information on the rulemaking process used to develop workplace health and safety standards. • Environmental Health and Safety Webinam: This on -demand series offers industry information and updates to help keep informed of environmental, health and safety trends affecting your operations. Participants receive a certificate of attendance providing documentation for 1 credit hour of training. • Online Safety Catalog: Access to our latest safety catalog 24/7 in easy -to -navigate format. Search by product name, category, or SKU. • Grainger KnowHowr& Delivers equipment guides and safety protocols. e. Facility Services Grainger Facilities Services help prolong the life of a Member's buildings and structures and support safety initiatives. These services keep facilities dry, safe, and sustainable. Services include: • Inspection Services. • An barrier audits • HVAC Restom:ion. • Assembly and Installation Services. March 28, 2024 The City of Tucson Maintenance Repair & Operations (MRO) Supplies, Parts, 2g Equipment, & Materials • Roof Restoration- Rooftop Safety Installation and Roof Cleaning. • Flooring- Concrete Polishing, Floor Design and Installation, Floor Repairs, and Floor Striping. • Ceiling Tile Installation/Replacement. • Patch and Repair Services, Preventative Maintenance f. Metalworking Solutions Grainger's team of metalworking experts provide and apply the latest technology to boost productivity and maximize Member's investment across more than 500 metal working applications. Grainger offers abroad poMolio of value -add -non -fee and fee -based services, as well as sourcing unique or difficult to find metalworking products. g. Footwear Safety Grainger's safety initiatives include its Managed Footwear Program across City of Tucson OMNIA Partners' Member job categories. Shoes with appropriate traction prevent falls and reduce electrical accidents by enlisting non-conductive footwear made from leather, rubber, or other materials to reduce electrical accidents. Grainger coordinates the availability of footwear protection across all OMNIA Partners' Members customers. Included is both a physical shoe mobile and a web -based program for remote users. The initiative ensures easy access to all employees while City of Tucson and OMNIA Partners' Member leadership maintains full control and visibility of purchases. Ql ��Tl9l•O!lrl�<flI�T1�i� 17ClA7PITT ' Yf In Aiwa ur ia�� 1�• h. Prescription Eyewear Grainger partners with a network of eyewear providers that can offer multiple solutions for safety prescription eyewear needs. Service options include onsite klosks or local eye care service providers. Each program has unique features and may require a minimum number of eyewearusers. Grainger engages customers in high risk areas and assists in building resiliency to rapidly deliver critical supplies. Our 15+ years of experience, purchasing history data, and market intelligence contribute to structuring emergency response solutions. Analyzing data captured after each emergency event helps determine which supplier and products to add to our portfoho or adjust our inventory position to specific locations. During any emergency, Grainger prioritizes government and healthcare customers so emergency responders and hospitals have resources to assist the sick or injured. As part of our Disaster Continuity Plan, Grainger's response and recovery protocols encompass providing government and commercial customers with priority to first response agencies, with critical product and services associated with the incident. Monitoring weather and media reports while coordinating with state and local authorities, Grainger activates its emergency response center prior to and throughout the period of need. With resource capacity to move products expeditiously, Grainger stages resources in critical areas and frequently deploys team members to assist. Localized response procedures enable customers in need to obtain emergency response items at any time. Local Grainger branches may remain open 24 hours a day during major emergencies and disasters Trailers can bring in critical products and extra personnel can be March 28, 2024 The City of Tucson Maintenance Repair & Operations (MRO) Supplies, Parts, 30 Equipment, & Materials ;A on site to support relief efforts. Preexisting supplier agreements allow products and equipment to be replenished quickly to help Grainger's customers. Grainger is positioned to respond to emergency situations. Grainger's network of 250 branches is supported by 14 strategically located distribution centers across the U.S. Grainger can pull from and move its extensive inventory to areas of need quickly and efficiently. Grainger has experience knowing how to leverage its logistics networks to get the right products in the right place to address across a range of situations. This network ensures that constant product replenishment is nearby and easily accessible. Grainger's pricing and services will not change in an emergency, large or small. OMNIA Partners' Member's costs will mirror the contract. YFI!•i mil Rt1A1�FlabiS� t�t�1•i�Jk tt^a�tntty ri_,! 12. Customer Product Center Grainger can customize products with the Member's logo or message. We can also custom - size products like filters or specialized signs to meet your needs. Members decide the size, configuration, or message. b. Describe how you will will out your program to City of Tucson staff. Include in your discussion training, education, meetings, information gathering, annual contract awareness event, etc. The success of Grainger's City of Tucson-OMNIA Partners contract is directly attributed to our working together on a comprehensive contract implementation plan. As the incumbent, we will leverage our 13 years of City of Tucson experience and proven processes to deliver an effective and efficient implementation. There will be a seamless transition for City of Tucson staff with uninterrupted service and support. Grainger will continue current work to integrate with the City of Tucson across its systems and processes to drive the City's objectives. Other incumbent OMNIA Partner Members will also be transitioned seamlessly. We are committed to marketing the contract throughout its lifecycle to reach City of Tucson Departments and components to maximize its efficiency. Grainger will collaborate with City of Tucson and OMNIA Partners to mutually align on communication channels, messaging content, and delivery targets and timing to reflect a continued strong partnership across our organizations regarding the City of Tucson contract and its benefits. Grainger will promptly designate a dedicated implementation project manager to execute and deploy all major milestones of the agreement. A detailed implementation plan addressing OMNIA Partners Members beyond the City of Tucson is provided in Attachment F, Exhibit A, OMNIA Partners Response for National Cooperative contract Create a mutually agreed upon joint communication campaign, including: March 28, 2024 The City of Tucson Maintenance Repair & Operations IMRO) Supplies, Parts, 31 Equipment, & Materials • Assign marketing and communication experts to create messages and tools for internal and external purposes to include: • Upon notice of award, Grainger will provide its Executive Leadership endorsement and support. Grainger messages will endorse the new agreement and highlight its values and benefits of the new contract. • Grainger will collaborate with City of Tucson/OMNIA Partners and distribute a co -branded press release providing highlights of Graingers award position and contract benefits • The press release will announce Grainger's award position and contract benefits through mutually agreed upon social media stes such as X, Facebook, Lmkedln, and Youl • Update dedicated Grainger's internal website with City of Tucson contract information and benefits. • Grainger will coordinate with the City of Tucson to identify Key Agencies and Key Stakeholders at each one. Grainger, City of Tucson, and OMNIA Partners will partner to educate respective teams of the new contract terms, di fferentiators, and go -to market tactics that will be used to ensure growth and transition will be smooth. • Marketing o Provide to City of Tucson mutually agreed upon co -branded collateral pieces including, contract benefit presentations, services and solutions marketing collaterals, and case studies. • Education/Training o Grainger leadership will ensure comprehensive understanding of the City of Tucson/OMNIA Partners contract terms, benefits, and solutions through Department or component Klck-Off Calls, and focused Site Execution Plans for Grainger Sales Team members. o Grainger 'a Government Sales team will have comprehensive knowledge of the new agreement to present the benefits of this agreement to all City of Tucson components. o Conduct dedicated training - In person and virtual meetings - to key City of Tucson personnel on the new Grainger's offering. Provide seller action plans and timelines to achieve implementation success criteria. o Conduct, at minimum, quarterly contract educational calls with Grainger Sales and Customer Service teams. • Contract Performance Metrics o Grainger will use sales reporting to ensure all goals and objectives are met. Grainger will provide periodic updates on the contract's revenue performance and affiliation growth through Stakeholder updates and business reviews as requested. • Annual Contract Awareness Business Reviews with City of Tucson Procurement Officer and Key Agencies. o Conduct webmars for City of Tucson staff as well as live meetings, to refresh knowledge of contract benefits, promote key initiatives, share customer level success stories, as well as product offerings/promotions. o Provide Member compliance metrics and reporting as requested. • Continue Member Insight and Expansion March 28, 2024 The City of Tucson Maintenance Repair 8 Operations (MRO) Supplies, Parts, 32 Equipment, 8 Materials o Work with City staff to identify areas of opportunity for additional savings offered through the contract. Grainger will use reporting, supplier experts, and consulting business partners to identify key areas the City can consider. o Pursue high -touch solution values by the City of Tucson dedicated government team ,is customer discussions and internal Grainger training to increase Grainger insight of specific City of Tucson MRO challenges and to develop initiatives to address. c. Describe how you will develop and maintain relationships with key department end users to convert sales to this contract, offer relevant solutions, problem solve, introduce new products or services, etc. Grainger's reiterates its commitment to continue building on a strong foundation so every City of Tucson Member can meet their MRO challenges with the products and services they need, at the most competitive prices with the best overall value. We have learned that the City of Tucson/OMNIA Partners, and Grainger are more successful when we focus on individual Member circumstances and requirements. To know the Member In detail, Grainger's leadership manages Its team member work directly and engages all Members. Grainger's National Government Sales Manager supervises these relationships and meets with each of the aligned account managers at least monthly to review cesses, challenges, identify trends and bring focus to current and developing individual Member priorities. This engagement includes sharing the substance of the meetings with the City of Tucson Member. The fundamental is discerning Member need and remaining relevant to that individual City of Tucson Department. Grainger's City of Tucson National Government Sales Manager will continue to have enormous corporate resources supporting this work, including Inventory Management (KeepStock), Field Safety Resources, Digital Platform, and Product and Service Technical Expertise to speed resolution of challenges, close gaps and identify and resolve location needs. For example • The National Government Sales Manager (GSM) takes part in Member Business Reviews to provide opportunity for City of Tucson OMNIA Partners to share candid feedback with Grainger leadership and ensure each component is receiving the standards of service and product Grainger has committed to provide • The GSM meets with the City of Tucson/OMNIA Partners Contract Managers at least a quarterly to review overall contract portfolio - sharing performance, investments, and opportunities, and to secure insights to provide feedback to the local Grainger Account Managers. • Should problems or challenges occur, Grainger's goal is to make it right for the City of Tucson OMNIA Partners individual Member. The National Government Manager for the City of Tucson/OMNIA Partners is Ken White, Ken WI)it Ori:irlae{.rpm. phone 729,988.7669. Mr. White or any Grainger leader may be contacted al any time. d. Describe your sales and reporting capabilities. What level of detail is available Using its SAP platform, Grainger reporting capabilities track and monitor Member spending and can evolve to capture metrics Standard and custom reporting can be shown and created at Member request. A high level of report detail is available Including items purchased by track code, sub track code, and/or account number, total sales and quantity per item, total sales at an account level as well as shipping location, supplier diversity, green purchase history and invoice detail reports Some of Grainger's detailed standard reports that monitor spend and track usage includes: March 28, 2024 The City of Tucson Maintenance Repair & Operations (MRO) Supplies, Parts, 33 Equipment, 8 Materials r� • Procurement Tendency Report: helps Members understand purchasing tendencies executed through Grainger (channel sales, repeat item spend, category spend). • Cost Savings Analysis (CSA): Reports savings based off catalog price. • Item Purchase History (IPH): Summary report that shows items purchased by track code, sub track code, and or account number. Include total sales and quantity per item. • Green Item Purchase History (Green IPH): Summary report that show green items purchased by track code, sub track code, and or account number Include sales and quantity per green item. 3. ORDERING & INVOICES "Entire Section is Confid—ial" March 28, 2024 The City of Tucson Maintenance Repair 8 Operations (MRO) Supplies, Parts, 34 Equipment, & Materials March 28, 2024 The City *IT ucson Maintenance Repair & Operations (MRO) Supplies, Parts, 35 Equipment, 8 Materials March 28, 2024 The City of Tucson Maintenance Repair 8 Operations (MRO) Supplies, Parts, 36 Equipment, 8 Materials March 28, 2024 The City *IT ucson Maintenance Repair 8 Operations (MRO) Supplies, Parts, 37 Equipment, 8 Materials March 28, 2024 The City of Tucson Maintenance Repair 8 Operations (MRO) Supplies, Parts, 38 Equipment, 8 Materials March 28, 2024 The City *IT ucson Maintenance Repair 8 Operations (MRO) Supplies, Parts, 39 Equipment, 8 Materials At =.x. 4. OTHERNALUE ADD "Entire ee tlon is Confi4ent111" March 28, 2024 The City of Tucson Maintenance Repair 8 Operations (MRO) Supplies, Parts, 1 40 Equipment, 8 Materials March 28, 2024 The City *IT ucson Maintenance Repair 8 Operations (MRO) Supplies, Parts, 41 Equipment, 8 Materials March 28, 2024 The City of Tucson Maintenance Repair 8 Operations (MRO) Supplies, Parts, 1 42 Equipment, 8 Materials A. Price Proposal "Enure Section, aside from proposal pricing, is "CONFIDENTIAL." t Provide a price proposal as requested on the Attachment H — Price Page Core Lists a Market Basket— Provides for the deepest discounts, as listed on the category discount sheet, on a variety of products to agencies nationwide. Products in this list represent the largest annual spend in terms of dollars and/or highest volume in terms of quantity. Pricing for Market Basket items shall be provided to all Participating Agencies. Within Attachment H, Price Page Core Lists, Grainger presents a 100 % response to the Market Basket providing the most advantageous pricing drawn from actual agency experience representing our broad availability of exact -match items This pricing will be available to all Participating Agencies. b. Functional Alternatives— Provide items which can be substitutes for the corresponding items on the Market Basket which might provide better value but meet the same need. Items in the Functional Alternatives section of the price page will be evaluated as value -add items for the National Program. Pricing for Functional Alternatives shall be provided to all participating agencies. f. Using Attachment H, Price Page, Complete the columns specified resulting in the proposed discount and net Contract price for items offered nationally. Within Attachment H, Price Page Core Lists, Functional Alternatives, Grainger has the ability to provide functional alternatives for over 85% of market basket items varying in price, package quantity and manufacturer to meet varied Member requirements. March 28, 2024 The City of Tucson Maintenance Repair 8 Operations (MRO) Supplies, Parts, 43 Equipment, 8 Materials March 28, 2024 The City of Tucson Maintenance Repair 8 Operations (MRO) Supplies, Parts, 1 44 Equipment, 8 Materials March 28, 2024 The City *IT ucson Maintenance Repair 8 Operations (MRO) Supplies, Parts, 45 Equipment, 8 Materials March 28, 2024 The City of Tucson Maintenance Repair 8 Operations (MRO) Supplies, Parts, 1 48 Equipment, 8 Materials A. Qualifications and Experience 1. COMPANY HISTORY Provide a brief history and d,suiption of your mmpany. March 28, 2024 The City *IT ucson Maintenance Repair 8 Operations (MRO) Supplies, Parts, 41 Equipment, 8 Materials At =.x. 4. TOTAL NUMBER & LOCATIONS OF SALESPERSONS Provide the total number and location of salespersons employed by your firm. "Entire Sedion is CONFIDENTIAL" oo. March 28, 2024 The City of Tucson Maintenance Repair & Operations (MRO) Supplies, Parts, 1 48 Equipment, & Materials 5. NUMBER& LOCATION OF SUPPORT CENTERS Number and location of support centers (if applicable) "Entire Sedion ie CONFIDENTIAL" 6. TEAM MEMBER QUALIFICATIONS Describe the qualifications of your sales personnel and technicians. "Entire Section is CONFIDENTIAL" March 28, 2024 The City *IT ucson Maintenance Repair & Operations (MRO) Supplies, Parts, 49 Equipment, & Materials 7. KEY PERSONNEL Provide a listing of key personnel who may be assigned to the City's contract Include their title within your organization and the description of the type of work they may perform Please Identify an executive corporate sponsor who will be responsible for the overall management of the awarded Master Agreement. "Entire section is CONFIDENTIAL" 8. EXPERIENCE & REFERENCES Summarize your experience In providing product and services similar to that outlined In the Scope of Work. Provide a minimum of three references for which you have provided similar products and services. References from other public agencies, particularly municipal governments, are preferred. Please Include company name, address, phone, email, and contact person March 28, 2024 The City of Tucson Maintenance Repair 8 Operations (MRO) Supplies, Parts, 50 Equipment, 8 Materials 9. ADDITIONAL INFORMATION Please submit any additional information that you feel is applicable to your qualifications and experience. "Entire Section is CONFIDENTIAL" March 28, 2024 The City of Tucson Maintenance Repair 8 Operations (MRO) Supplies, Parts, 51 Equipment, 8 Materials March 28, 2024 The City of Tucson Maintenance Repair 8 Operations (MRO) Supplies, Parts, 1 52 Equipment, 8 Materials SUMMARY Throughout Graingei's response to the City of Tucson/OMNIA Partners Request for Proposals to provide Maintenance, Repair and Operations products and services to government and institutional sector agencies, we have strived to relate our deep commitment to the public sector. This is reflected in our competitive pricing, broad and accessible products, ability to deliver products when needed and digital platfom s that make shopping easier. Team Member expertise reflects our commitment to be essential to every City of Tucson/OMNIA Partner Member. It is a privilege to work with the City of Tucson/OMNIA Partners. Our proposal seeks to continue the trust you have placed in us. • Thank you for considering our proposal 16. 1l7 T.— March 28, 2024 The City of Tucson Maintenance Repair & Operations (MRO) Supplies, Parts, 53 Equipment, 8 Materials ,1211061's Please see the following information included in as a separate PDF attachment. Services 1 Exhibit 01 Sourcing Terms and Conditions 2. Exhibt 02 W W W ESG Report 3. Exhibit 03 Grainger Safety Assessment 4 Exhibit 06 Grainger US Branch 7 DC Locations Other Requested or Referred -to Information 5. ExIll 04-1 Sample Invoice 6. Exhibit 04-2 Sample Invoice 7 Exhibit 06 Item Purchase History (IPH) Report 8. Exhibit 07 City of Tucson Business License March 28, 2024 The City of Tucson Maintenance Repar 8 Operations (MRO) Supplies, Parts, 54 Equipment, 8 Materials CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 29 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 G. SPECIAL TERMS AND CONDITIONS C�ii��Z�Z�]7�:7il�17�1�J3�7:LF9I�[�l Contractor will, when requested, provide goods and services at the same prices and under the same terms and conditions as set forth in this Contract to any public or nonprofit agency that, at the time of request, has a Cooperative Purchasing Agreement with the City or participates in the Strategic Alliance for Volume Expenditures (SAVE) cooperative. See httD://www.tuvonorpcurenneQt.com/cgoo oartners.astcx and click on "Cooperatives" for a list of agencies that have Cooperative Purchasing Agreements with the City; see hfD://www.mesaaz.l ov/home/showdocument?id=23638 for a list of agencies participating in SAVE. These lists are subject to change. Contractor may, however, charge an agency that is outside the Tucson Metropolitan Area for additional out-of-pocket expenses that will be incurred by Contractor in providing goods and services to the agency (i.e., freight charges, travel related expenses, etc.). Each participating agency that orders goods or services under this Contract as provided above is solely responsible for paying Contractor for those goods and services. The City is not responsible for any disputes arising out of transactions made by others. G.2. FOB DESTINATION FREIGHT PREPAID Prices shall be FOB Destination Freight Prepaid to the delivery location designated. Contractor shall retain title and control of all goods until they are delivered and the Contract of coverage has been completed. All risk of transportation and all related charges shall be the responsibility of the Contractor. All claims for visible or concealed damage shall be filed by the Contractor. The City will assist the Contractor in arranging for inspection. Ill FEDERAL TRANSIT ADMINISRATION (FTA) REQUIREMENTS Any contract awarded pursuant to this solicitation will contain the FTA Terms and Conditions listed in the corresponding attachment titled, "FTA Terms, Conditions and Certifications". G.4. PRICE ADJUSTMENT At least 90 days before the date that the Contract is eligible for extension, Contractor may submit to the Contract Officer a request for price adjustments based on documented increased Contractor costs and the City may, at its discretion, make price adjustments, which will apply during the extension term. G.5. TERM AND RENEWAL The term of the Contract will commence when awarded to Contractor and remain in effect for a period of three (3) years, unless terminated, canceled or extended as otherwise provided herein. The City may, at its sole option, extend the Contract's term for up to two (2) additional one-year periods or portions thereof. CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 30 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICERMaUhew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4081 The Contractor shall have the right to enter local "service" agreements with Participating Public Agencies accessing the contract through OMNIA Partners, please reference OMNIA Partners Attachment F, Exhibit A, 1.4 Award Basis, 2nd paragraph. G.6. FEDERAL, STATE AND LOCAL TAXES, LICENSES AND PERMITS The Supplier shall comply with all Federal, State, and local licenses and permits required for the operation of the business conducted by the Supplier as applicable to this Contract. The Supplier shall, at no expense to the City, OMNIA Partners, or other Participating Public Agencies, procure and keep in force during the entire period of the Agreement all such permits and licenses. G.7. SUBCONTRACTORS No subcontract shall be made by the contractor with any other party for furnishing any of the services herein contracted for without the advance written approval of the Department of Procurement. All subcontractors shall comply with Federal and State laws and regulations that are applicable to the services covered by the subcontractor and shall include all the terms and conditions set forth herein which shall apply with equal force to the subcontract, as if the subcontractor were the Contractor referred to herein. Contractor is responsible for contract performance whether or not subcontractors are used. G.8. RIGHT TO TERMINATE FOR CHANGE IN OWNERSHIP OR MATERIAL RESTRUCTURE OF THE CONTRACTOR In addition to the Termination of Contract clause in the Standard Terms and Conditions section of this solicitation and resulting contract, the City reserves the right to cancel the whole or part of this contract within 60 days written notice of the completion of any material change of ownership in the Contractor's company, including its sale, merger, consolidation or dissolution. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 31 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: MaOhew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 H. INSURANCE REQUIREMENTS H.1. Required Insurance Policies Contractor will obtain and maintain during the entire term of this Contract and for 2 years after the Contract term ends, the following insurance coverage from insurers that have an "A.M. Best" rating of not less than A -VI I: H.2. Commercial General Liability Policy must include Bodily Injury, Property Damage, Personal Injury and Broad Form Contractual Liability with coverage limits no lower than: A. Each Occurrence: $1,000,000 B. General Aggregate: $2,000,000 C. Products & Completed Operations Aggregate: $2,000,000 D. Personal and Advertising Injury: $1,000,000 E. Blanket Contractual Liability: $1,000,000 H.3. Commercial Automobile Liability Policy must include bodily injury and property damage, for any owned, hired, and/or non -owned vehicles used in performance of work under this Contract, with a Combined Single Limit no lower than $1,000,000. H.4. Worker's Compensation Policy must have coverage limits no lower than: A. Per Occurrence: Statutory B. Employer's Liability: $1,000,000 C. Disease Each Employee: $1,000,000 D. Disease Policy Limit: $1,000,000 E. [If Contractor is a Sole Proprietor, include this waiver provision under A.R.S. § 23-961(M). To determine whether the Contractor is a Sole Proprietor, please request the Sole Proprietor/Independent Contractor form from the Contract Officer listed in the solicitation.] I am a sole proprietor, and I am doing business as [name of sole proprietor business]. I am performing work as an independent contractor for the City of Tucson. I am not the employee of the City of Tucson for workers' compensation purposes, and, therefore, I am not entitled to workers' compensation benefits from the City. I understand that if I have any employees working for me, I must maintain workers' compensation insurance on them. CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 32 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICERMaUhew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837<081 H.5. Policy Change Notice Contractor will give the City 30 days advance written notice before any of the above policies are changed in any manner that is inconsistent with the requirements of this Contract. The notice must be sent directly to the Procurement Division of the Business Services Department. H.6. Additional Insured The Commercial General Liability, Commercial Automobile Liability and umbrella policies where applicable will include the City as an additional insured with respect to liability arising out of the performance of this contract. The City must be covered to the full policy limits, even if those limits of liability are in excess of those required by this Contract. The coverage must be primary and any insurance carried by City is excess and not contributing. H.7. Claims -Made Coverage If any or part of the required insurance is written on a claims -made basis, any policy retroactive date must precede the date of the contract and the Contractor must maintain such coverage for a period not less than three (3) years following contract expiration, termination or cancellation. H.8. Additional Requirements Each insurance policy required by this Contract, excluding Professional Liability (Errors & Omissions), must include or be endorsed to include to provide the following: A. A waiver of subrogation endorsement in favor of the City, for losses arising from work performed by or on behalf of the Contractor (Including Worker's Compensation). B. The policy is primary and any insurance carried by the City is excess and not contributing. C. The coverage provided by the policy is not limited to the liability assumed under the indemnification provisions of this Contract. D. The insurer will provide written notice to the City at least ten (10) calendar days before the policy is terminated or cancelled or the coverage is reduced. H.9. Verification of Coverage A. Contractor will give the City certificates of insurance (ACORD form or equivalent approved by the City), signed by an authorized representative of the insurer, showing that the Contractor has all the insurance required by this Contract. B. Contractor must deliver the certificates directly to the Procurement Division of the City's Business Services Department before the Contractor commences work under this Contract. C. The certificates must contain the City project/contract number and project description. D. The City reserves the right to require complete copies of all insurance policies required by this Contract at any time. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 33 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Madhew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 H.10. Subcontractors Contractors' insurance certificate(s) must include all subcontractors as insureds under its policies or Contractor must give the City separate certificates and endorsements for each subcontractor showing that each subcontractor has the insurance coverage described above. H.11. Public Entities If Contractor or any sub -contractor is a public entity that self -insures as permitted by law, then the insurance requirements in this Section 8 will not apply to that entity and that entity must instead provide a Certificate of Self- Insurance. H.12. Sufficiency of Coverage The City in no way warrants that the required minimum insurer rating in this Contract is sufficient to protect the Contractor from potential insurer insolvency, northat the required liability limits are sufficient to protect Contractor. CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 34 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICERMatthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 I. STANDARD TERMS AND CONDITIONS 1.1. ADVERTISING Contractor will not advertise or publish information concerning this Contract without prior written consent of the City's Business Services Director. 1.2. COMPLIANCE WITH LAWS The parties will comply with all federal, state and local laws, rules, regulations, standards and Executive Orders including, without limitation, the following: A. Americans with Disabilities Act. Contractor will comply with all applicable provisions of the Americans with Disabilities Act (Public Law 101-336, 42 U.S.C. 12101 -- 12213) and applicable Federal regulations under the Act, including 28 CFR Parts 35 and 36. B. Workers' Rights Laws. Contractor will comply with all applicable provisions of Federal and State Child Labor and Workers' Rights laws and agrees if called upon to affirm in writing that they and any subcontractors working under this Contract are in compliance. C. Affirmative Action. Contractor will comply with Chapter 28, Article XII of the Tucson City Code Chapter 28. 1.3. GOVERNING LAW AND VENUE This Contract is governed by the laws of the State of Arizona and the City and Contractor will have all remedies afforded to each by the Tucson Procurement Code and the laws of the State of Arizona. Any lawsuits regarding this Contract must be brought in a court of competent jurisdiction in Pima County, Arizona. 1.4. ARBITRATION Notwithstanding any other provision in this Contract, no agreement by the City to arbitrate a dispute is binding unless given expressly and in writing after execution of this Contract. However, if both parties agree, disputes may be resolved through arbitration following the process in A.R.S. § 12-1501, at seq. Contractor must continue to perform under this Contract without interruption, notwithstanding the provisions of this section. 1.5. ASSIGNMENT Contractor may not assign its rights or obligations under this Contract without the prior written permission of the City's Business Services Director. The City will not unreasonably withhold approval for a requested assignment. 1.6. SUBCONTRACTS Contractor may not enter into any subcontracts for work under this Contract without the advance written approval of the City's Business Services Director. All subcontracts will incorporate all the terms and CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 35 &45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 conditions of this Contract. Contractor is responsible for contract compliance and quality of work of any subcontractors used. 1.7. PROTECTION OF CITY PROPERTY If this Contract requires Contractor to perform any work on City -owned property, Contractor will use reasonable care to avoid damaging existing buildings, equipment, and vegetation (such as trees, shrubs, and grass) on the property. Contractor will replace or repair any damage caused by Contractor or any employee, agent, or subcontractor of Contractor, at no expense to the City. If Contractor fails or refuses to make such repair or replacement, the City will estimate the cost of repair and, upon receiving an invoice from the City for that estimated cost, Contractor will pay the City the invoiced amount. City may, at its discretion, instead deduct the amount from any payments due Contractor under this or any other City contract. Contractorwill, during the course of its work on City property, keep the work area, including any storage areas used by the Contractor, free from accumulation of waste material or rubbish. Upon completion of the work, Contractor will leave the work area in a clean and neat condition, free of any debris, and will remove any non -City -owned materials or equipment or other personal property that it has caused to be located on the City property. 1.8. COMMENCEMENT OF WORK Contractor will not commence any billable work or provide any material or service under this Contract until Contractor receives a purchase order or is otherwise directed to do so, in writing, by the City. 1.9. CONFIDENTIALITY OF RECORDS Contractor will establish and maintain procedures to ensure that no information contained in its records or obtained from the City or from others in carrying out its functions under this Contract is used or disclosed by it, its agents, officers, or employees, except as required to efficiently perform its duties under the Contract, and will take appropriate measures to protect any personal identifying information of any individuals. 1.10. CONTRACT ADDENDA; ADDITIONAL WORK This Contract may only be amended by a written agreement signed by the parties. The City's Business Services Director or their designee may, on behalf of the City (1) approve and execute any addenda, change orders, or supplemental written agreements; and (2) grant time extensions or contract renewals. Except in the case of a documented emergency, Contractor will not perform any work under this Contract that exceeds the scope of work or contract amount unless a formal addendum or change order has first been approved and executed by the City. 1.11. ENTIRE CONTRACT; INTERPRETATION This Contract, which includes all the conditions and requirements set forth in the Solicitation and all addenda to the Solicitation, all the Special Terms and Conditions and Standard Terms and Conditions, and all the terms of the Offer submitted by Contractor as finally negotiated and accepted by the City, CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 36 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICERMaUhew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837<081 constitutes the entire agreement of the parties regarding the services described in the Scope of Work and will prevail over any and all previous agreements, contracts, proposals, negotiations, purchase orders, or master agreements in any form. No course of prior dealings between the parties and no usage of the trade will be deemed to supplement or explain any term used in the Contract. 1.12. SEVERABILITY The provisions of this Contract are severable. If any provision or application of a provision of this Contract is held to be invalid, that will not affect the validity of any other provision or application of a provision that can remain meaningfully effective without the invalidated provision or application. 1.13. DUPLEXEDIRECYCLED PAPER Whenever practicable, all printed materials produced by Contractor in the performance of this Contract will be duplexed (two-sided copies), printed on recycled paper, and labeled as such. 1.14. NON-DISCRIMINATION Contractor will comply with all provisions and requirements of Arizona Executive Order 2009-09, which is hereby incorporated into this Contract, including flow -down of all provisions and requirements to any subcontractors. During the term of this Contract, Contractor will not discriminate against any employee, client, or any other individual in any way because of race, color, religion, ancestry, sex, age, disability, national origin, sexual orientation, gender identity, familial status, and/or marital status. 1.15. DELIVERABLES PROPERTY OF CITY; NO LIENS All services, information, computer program elements, reports and other deliverables created under this Contract are the sole property of the City and may not be used or released by Contractor except with the City's prior written permission. All deliverables supplied to the City under this Contract will be free of all liens and encumbrances. 1.16. FEDERAL IMMIGRATION LAWS AND REGULATIONS Contractor warrants and will require each subcontractor performing work on this Contract to warrant that it will comply with all federal immigration laws and regulations that relate to its employees and with the requirements of A.R.S. § 23-214(A). A breach of this warranty will be deemed a material breach of this Contract that is subject to penalties up to and including termination of this Contract. City may inspect the records of any employee of Contractor or any subcontractor performing work on this Contract to monitor Contractor's and its subcontractors' compliance with this warranty. 1.17. FORCE MAJEURE Except for payment of sums due, neither party will be liable to the other nor deemed in default under this Contract if and to the extent that such party's performance of this Contract is prevented by reason of Force Majeure. The term "Force Majeure" means an occurrence that is beyond the control of the CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 37 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: MaOhew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 party affected and occurs without its fault or negligence. Force Majeure does not include late performance by a subcontractor unless the delay arises out of a Force Majeure occurrence. If either party is delayed at any time in the progress of the work by Force Majeure, the delayed party must notify the other party in writing of the delay as soon as practical, including when the delay commenced and its cause. The notice must make a specific reference to this article to fall within its protection. The delayed party must resume performance as soon as practicable and must notify the other party in writing when it has done so. The parties will modify the Contract to agree upon the period of time by which the excused delay extends any completion dates. 1.18. GRATUITIES The City may, by written notice to the Contractor, terminate this Contract if it finds that gratuities, in the form of entertainment, gifts, meals or otherwise, were offered or given by Contractor or any agent or representative of Contractor, to any officer or employee of the City to influence the award of this Contract or any determinations with respect to the performance of this Contract. In the event this Contract is terminated by the City pursuant to this provision, the City will be entitled, in addition to any other rights and remedies, to recover or withhold from Contractor the amount of the gratuity. 1.19. CONFLICTS OF INTEREST The City may terminate this Contract without penalty or further obligation pursuant to A.R.S. § 38-511 if any person significantly involved in initiating, negotiating, securing, drafting, or creating the Contract on behalf of the City is or becomes, at any time while the Contract or any extension of the Contract is in effect, an employee of, or a contractor to, Contractor with respect to the subject matter of this Contract. Termination will be effective when written notice from the City's Business Services Director is received by Contractor, unless the notice specifies a later time. 1.20. INDEMNIFICATION To the fullest extent permitted by law, Contractor, its successors, assigns and guarantors, will indemnify, defend, and hold harmless the City and its officials, employees, volunteers, and agents, from and against all allegations, demands, proceedings, suits, actions, claims (including but not limited to claims of patent, trademark, or copyright infringement), liability, damages, losses, expenses (including but not limited to attorney fees and court costs, including the cost of appellate proceedings, and all claim -adjusting -and -handling expenses) or disbursements of any kind or nature, that may be asserted against, imposed on, or incurred by any of them, in any way relating to or arising from any actions, errors, mistakes or omissions of Contractor or any subcontractor or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable relating to work, services and/or products provided under this Contract. Contractor is responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. Contractor agrees to waive all rights of subrogation against the City, its agents, officials, employees, and volunteers for losses arising from the work performed by Contractor under this Contract. CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 38 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICERMaUhew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837<081 1.21. INTELLECTUAL PROPERTY If manufacture, sale, or use of any method, process, machine, technique, design, living thing, genetic material, or composition of matter, or any part thereof ("Product") by Contractor in performing its duties under this Contract is determined to constitute infringement and if further manufacture, sale, or use of said Product is enjoined, Contractor will, at its own expense, either procure for the City the right to continue manufacture, sale, or use of that Product, replace it with an alternative non -infringing Product, or modify it so it becomes non -infringing. If requested by City, Contractor will provide the City with satisfactory evidence of patent licenses or patent releases covering City -specified proprietary materials, equipment, devices or processes. 1.22. INDEPENDENT CONTRACTOR Neither party is the agent, employee, partner, joint venturer, or associate of the other. No employee or agent of one party will be deemed or construed to be the employee or agent of the other party for any purpose. Neither party will be liable for any debts, accounts, obligations or other liabilities whatsoever of the other, including (without limitation) the other party's obligation to withhold Social Security and income taxes for itself or any of its employees. 1.23. INSPECTION AND ACCEPTANCE All materials and services provided to the City under this Contract are subject to final inspection and acceptance by the City. Any materials or services failing to conform to the specifications of this Contract must be promptly replaced or redone at Contractor's cost. Nonconforming goods or services may be deemed a default and result in Contract termination. 1.24. ISRAEL BOYCOTT DIVESTMENT If this Contract has a value of $100,000 or more, Contractor certifies that it is not currently engaged in, and will not during the term of this Contract engage in, a boycott of goods or services from Israel as defined in A.R.S. § 35-393. 1.25. LICENSES Contractor will maintain in current status all Federal, State, and local licenses and permits required for the operation of the business conducted by the Contractor as applicable to this Contract. Contractor will, at the request of the City at any time during the term of this Contract, give the City a valid copy of its business license or, if it is exempt, a written determination from the City Business License Section that a business license is not required. 1.26. NON-EXCLUSIVE CONTRACT This Contract is for the sole convenience of the City, which may obtain like goods or services from other sources. CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 39 &45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Mafthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 1.27. OVERCHARGES BY ANTITRUST VIOLATIONS To the extent permitted by law, Contractor hereby assigns to the City any and all claims that Contractor has for overcharges by any subcontractor or supplier of goods or services used by Contractor to fulfill this Contract that relate to antitrust violations. 1.28. PAYMENT A. Form of Payment. The City's preferred method of payment is via credit card, either at the time of ordering or based on an invoice delivered with the goods and services. Unless otherwise specified elsewhere in this Contract, the City is permitted to make payments to Contractor using any lawful method of payment, including check/warrant, credit card, or electronic funds transfer. B. Invoices. Unless City pays by credit card at time of order or point of sale, Contractor will issue to the City a separate invoice for each shipment of materials or provision of services under this Contract, and City will issue no payment prior to receipt of the goods or services and the related invoice. The invoice may not be dated prior to the receipt of goods or completion of services. C. Timing of Payments. The City will make commercially reasonable efforts to process payments due under this Contract within 21 calendar days after receipt of materials or services and a correct invoice. D. Payment Discounts. Any early- or timely -payment discounts included in Contractor's Offer will apply to all payments under this Contract. The payment period for purposes of determining whether the discount applies to a particular payment will begin on the date the City receives the materials/service or a correct invoice for the materials/service, whichever is later, and will end on the date City's payment is issued. Unless taxes and transportation -related charges are itemized, the discount will be calculated using the full invoice amount. 1.29. PROVISIONS REQUIRED BY LAW This Contract will be deemed to include every provision required by law to be included. If through mistake or otherwise any such provision is not included, or is included incorrectly, then upon request by either party the parties will amend the Contract to insert or correct the required provision. 1.30. FINANCIAL RECORDS AND AUDITS A. Financial Controls and Accounting Records. Contractor will exercise internal controls over all financial transactions related to this Contract in accordance with sound fiscal policies. Contractor will maintain books, records, documents, and other evidence directly pertinent to the performance this Contract in accordance with generally accepted accounting principles and practices consistently applied, and other local, state or federal regulations. B. Retention Period. Contractor will maintain those records, together with related or supporting documents and information, at all limes during the term of this Contract and for a period of 3 years after its expiration or termination. CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 40 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICERMaUhew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837-4081 C. Audits. Upon written notice from City, Contractor will obtain and provide to City a contract - specific or general financial audit. The notice from City will specify the period to be covered by the audit, the type of audit and the deadline for completion and submission of the audit results to City. The audit must be performed by a qualified, independent accounting firm and include Contractor's responses, if any, to any audit findings. D. Access to Books and Records. The City and its authorized representatives may, with advance written notice to Contractor, during the term of this Contract or thereafter during the above retention period, inspect and audit Contractor's books and records that relate to its operations under this Contract as well as those kept by or under the control of its agents, assigns, successors and subcontractors. The Contractor will, at its expense, make such books and records available for such inspection and audit during normal business hours at Contractor's office, place of business, or other agreed -upon location, or will provide copies by mail or electronically. The City may, as part of its examination, make copies of, or extracts from, all such books and records (in whatever form they may be kept, whether written, electronic, or other). E. Result of Audit. If, as a result of such audit, Contractor is liable to the City for the payment of any sum, Contractor will pay such sum to the City together with interest thereon at the rate of one percent (1 %) per month from the date such sums should have been paid, or the date of any overpayment by City, within 90 days after presentation of City's findings to Contractor. If the audit results in findings of fraud, misrepresentation, or non-performance, Contractor will pay the City's costs of conducting the audit. The City's audit rights will survive the expiration or termination of this Contract. F. Subcontractors and Assigns. Contractor will include these requirements in every agreement with any agent, assign, successor, and subcontractor who provides construction, professional design services, or other goods or services under this Contract. 1.31. RIGHT TO ASSURANCE If a party to this Contract has reason to question, in good faith, the other party's intent to perform, the former party may demand that the other party give a written assurance of their intent to perform. In the event that a demand is made and no written assurance is given within 5 business days, the demanding party may treat this failure as a default. 1.32. RIGHT TO INSPECT The City may from time to time during normal business hours, at the City's expense, inspect the Contractor's or any subcontractor's place of business at which work under this Contract is being performed. 1.33. NO WAIVER No provision in this Contract acts expressly or by implication as a waiver by either party of any existing or future right and/or remedy available at law in the event of any default or breach of contract. If either party fails to insist upon the other's strict performance of any duty or condition under this Contract or fails to exercise or delays in exercising any right or remedy provided in this Contract or by law, or CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 41 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: MaUhew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 accepts nonconforming materials or services, that party will not be deemed to have waived its right to insist thereafter upon the strict performance of the Contract. 1.34. SUSPENSION OF WORK The City may order Contractor to suspend, delay, or interrupt all or any part of the work under this Contract for the period of time that the City determines appropriate for the convenience of the City. The order must be in writing and signed by the City's Business Services Director. 1.35. TERMINATION OF CONTRACT A. For Convenience. The City may terminate this Contract at any time, with or without cause, with 30 days' advance written notice to Contractor. If the City terminates the Contract, it will be liable only for payment for services rendered and accepted before the effective date of the termination. B. For Cause. The City may terminate this Contract if any Contractor representation or warranty is found to have been inaccurate when made or is no longer accurate, or if Contractor fails to carry out or abide by any term or condition of the Contract and fails to remedy the problem within 10 days after receipt of notice of default from the City for monetary defaults, or within 30 days after notice if the default is non -monetary. C. Non -Appropriation. Each payment obligation of the City created by this Contract is conditioned upon the availability of funds that are appropriated or allocated for the payment of such obligation. If funds are not appropriated by the City and available for the continued purchase of the services and/or materials provided under this Contract, this Contract may be terminated by the City at the end of the period for which funds are available. The City will endeavor to notify Contractor if continued service will or may be affected by non -appropriation. No penalty will accrue to the City in the event this provision is exercised, and the City will not be liable for any future payments due or for any damages resulting from termination under this paragraph. 1.36. TITLE AND RISK OF LOSS The title and risk of loss of any goods provided under this Contract will not pass to the City until the City actually receives the goods at the point of delivery and thereafter accepts them. No tender of a bill of lading will operate as a delivery of the materials. 1.37. ACCEPTANCE Mere physical receipt and inspection of goods or services by the City does not alter or affect the obligations of Contractor to provide goods and services that conform to all specifications of this Contract and the City may reject goods or services that are later found to be nonconforming. 1.38. WAGE COMPLIANCE Contractor shall pay their eligible employees the highest of: A. the City of Tucson minimum wage CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 42 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICERMaUhew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 837<081 B. the State of Arizona minimum wage C. if applicable, the Tucson Living Wage Contractor shall cooperate with all efforts of the City of Tucson's Labor Standards Unit (LSU) to monitor and ensure compliance with applicable labor standards to include, but not be limited to, the following: • Providing copies of pertinent documentation upon request • Cooperating with audits and interviews • Abiding by deadlines and adhering to due dates for determinations and appeals filings Contractor agrees to educate their employees on the applicable wage(s) that law requires them to minimally be paid. All timely complaints that are received by the LSU will be evaluated in accordance with the procedures posted on the LSU's webpage: www.tucsonaz.aov/minimumwaae 1.39. WRITTEN CERTIFICATION PURSUANT TO A.R.S. §35-394 If Contractor engages in for -profit activities and has at least ten full time employees, Contractor certifies that Contractor does not currently, and agrees for the duration of the contract that it will not, use: 1) the forced labor of ethnic Uyghurs in the People's Republic of China; 2) any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China; and 3) any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China. If Contractor becomes aware during the term of the contract that it is not in compliance with the written certification, it must notify the City within five business days after becoming aware of the noncompliance. This Contract will be automatically terminated 180 days after the date of the notice unless Contractor has, before the end of that period, notified the City that the noncompliance has been remedied. CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 43 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: MaUhew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 J. VENDOR QUESTIONNAIRE J.1. Discounts As stated in the Instructions to Offerors. Discounts, the price(s) herein can be discounted by 0 % , if payment is made within NA days. These payment terms shall apply to all purchases and to all payment methods. J.2. Cooperative Purchasing Program Cooperative Purchasing Program Cooperative Purchasing allows other public agencies to piggyback on the City of Tucson's contracts. Will your firm provide the City of Tucson, as the lead agency on this regional contract, a rebate in the form of a percentage of sales based upon the other agencies sales? ❑ Yes ® No MIf yes, state percentage. J.3. City of Tucson Business License Does your firm have a City of Tucson Business License? Yes. If yes, please provide a copy of your City of Tucson Business license in the next question. City of Tucson Business License If yes on the above question please upload your business license. Please see Exhibit 07. J.4. Forms to be filled out Please ensure that all required information is included with your offer. A. Technical Proposal B. Pricing Proposal C. Offer and Acceptance Form Mechnical Proposal* Please upload your Vendor Response to Evaluation Criteria. 'Response required Pricing Proposal* Please upload your Pricing Proposal (if applicable). 'Response required CITY OF TUCSON BUSINESS SERVICES DEPARTMENT SHARED SERVICES PROCUREMENT DIVISION 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 Offer and Acceptance Form* Please upload the signed Offer and Acceptance Form. *Response required REQUEST FOR PROPOSAL NO. 240078 Page 44 of 45 RESPONSIBLE CONTRACT OFFICERMatthew Sage PH: (520) 8374081 OFFER AND ACCEPTANCE OFFER TO THE CITY OF TUCSON: The Undersigned hereby offers and shall furnish the material or service in compliance with all terms, scope of work, conditions, specifications, and addendum in the Request for Proposal which is incorporated by reference as if fully set forth herein. W.W. Grainger, Inc. Company Name 100 Grainger Parkway Address Lake Forest IL City State Signature of Person Authorized to Sign Ken White Primed Name National Government Sales Manager TlOe For clanfication of this offer, contact: Name. Ken While Title. National Government Sales Manager 60045 Phone. 720-988-7669 Zip Fax: NA E-mail ken.whiteCgrainger com ACCEPTANCE OF OFFER The Offer is hereby accepted. The Contractor is now bound to sell the materials or services specified in the Contract This Contract shall be referred to as Contract No. 240078 -- 01 CITY OF TUCSON, a municipal corporation Approved as to form: This 2nd day of ootnnar 2014_ '0 - A%rney and or As TucsoH ty Attonot personally Awarded: This 2nd day of October 2024 As Director of Business Services and not personally PPA ATTACHMENT F NI} �aar�aa� Requirements for National Cooperative Contract To Be Administered by OMNIA Partners The following documents are used in evaluating and administering national cooperative contracts and are included for Supplier's review and response. Exhibit A —Response for National Cooperative Contract Exhibit B — Administration Agreement, Example Exhibit C — Master Intergovernmental Cooperative Purchasing Agreement, Example Exhibit D — Principal Procurement Agency Certificate, Example Exhibit E — Contract Sales Reporting Template Exhibit F — Federal Funds Certifications Exhibit G — New Jersey Business Compliance Exhibit H — Advertising Compliance Requirement CONFIDENTIALITY Ivformalion oonmived �n this proposal �e oxmed byW W Gmmget Ivo("Gm�vgar") Semovs amatated as "CONFIDENTIAL^ arc Conadm.l and Propnetmy, Trade 9eeret eded The contents o[th,s proposal era solely imended for use by the CTyofTmson / OMNIA Parmms or Mambms to ass,s[ m the evelmnon ofUemgm's pmpmal and mbaequmt oMenng ofprodncvs from Gra,ngm and may not be disclosed io my person eat m employ« oftM1e C,ry ofTmeon I OMNIA Panners and Memb<r w�tM1out th<pnor wndm mnsmt of Gmingm This proposal will ramam valid for 90 days from date of sub mission-90 days,tfthe offmis not accepted as stated.Grainger resmes the tight to resmnd or edlnstfti offer with no obligation to Me 0ofTncson/ OMNIA Parmms ar M— ...... i muaese m,ts mst to supply any Omalog Pmdoct es a instil[ of, among other drugs, chevges m laws or mgolanom,,mposnions oft—, ...... ry pncee, extra ., evmta(e g, COY 0 pandemic) thatatgmfic ayimpact the glabal supply chino, motM1er chmges m rands—n nmreasmmbly foreseeable to Grmngm end, following mete to the City ofTucmn end Omme Pmmers, Gmmger-- the tight to mesa pmposel panes. —w Jme28,2M I Exhibit A Response for National Cooperative Contract 1.0 Scope of National Cooperative Contract Capitalized terms not otherwise defined herein shall have the meanings given to them in the Master Agreement or in the Administration Agreement between Supplier and OMNIA Partners. 1.1 Requirement The City of Tucson (hereinafter defined and referred to as `Principal Procurement Agency"), on behalf of itself and the National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector ("OMNIA Partners"), is requesting proposals for Maintenance Repair and Operations (MRO) Supplies, Parts, Equipment, and Materials. The intent of this Request for Proposal is any contract between Principal Procurement Agency and Supplier resulting from this Request for Proposal ("Master Agreement") be made available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit ("Public Agencies"), through OMNIA Partners' cooperative purchasing program. The Principal Procurement Agency has executed a Principal Procurement Agency Certificate with OMNIA Partners, an example of which is included as Exhibit D, and has agreed to pursue the Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners as a Participating Public Agency in OMNIA Partners' cooperative purchasing program. Registration with OMNIA Partners as a Participating Public Agency is accomplished by Public Agencies entering into a Master Intergovernmental Cooperative Purchasing Agreement, an example of which is attached as Exhibit C, and by using the Master Agreement, any such Participating Public Agency agrees that it is registered with OMNIA Partners, whether pursuant to the terms of the Master Intergovernmental Purchasing Cooperative Agreement or as otherwise agreed to. The terms and pricing established in the resulting Master Agreement between the Supplier and the Principal Procurement Agency will be the same as that available to Participating Public Agencies through OMNIA Partners. All transactions, purchase orders, invoices, payments etc., will occur directly between the Supplier and each Participating Public Agency individually, and neither OMNIA Partners, any Principal Procurement Agency nor any Participating Public Agency, including their respective agents, directors, employees or representatives, shall be liable to Supplier for any acts, liabilities, damages, etc., incurred by any other Participating Public Agency. Supplier is responsible for knowing the tax laws in each state. This Exhibit A defines the expectations for qualifying Suppliers based on OMNIA Partners' requirements to market the resulting Master Agreement nationally to Public Agencies. Each section in this Exhibit A refers to the capabilities, requirements, obligations, and prohibitions of competing Suppliers on a national level in order to serve Participating Public Agencies through OMNIA Partners. vm-e ss, mu These requirements are incorporated into and are considered an integral part of this RFP. OMNIA Partners reserves the right to determine whether to make the Master Agreement awarded by the Principal Procurement Agency available to Participating Public Agencies, in its sole and absolute discretion, and any party submitting a response to this RFP acknowledges that any award by the Principal Procurement Agency does not obligate OMNIA Partners to make the Master Agreement available to Participating Procurement Agencies. 1.2 Marketing, Sales and Administrative Support During the term of the Master Agreement OMNIA Partners intends to provide marketing, sales, partnership development and administrative support for Supplier pursuant to this section that directly promotes the Supplier's products and services to Participating Public Agencies through multiple channels, each designed to promote specific products and services to Public Agencies on a national basis. OMNIA Partners will assign the Supplier a Director of Partner Development who will serve as the main point of contact for the Supplier and will be responsible for managing the overall relationship between the Supplier and OMNIA Partners. The Director of Partner Development will work with the Supplier to develop a comprehensive strategy to promote the Master Agreement and will connect the Supplier with appropriate stakeholders within OMNIA Partners including, Sales, Marketing, Contracting, Training, and Operations & Support. The OMNIA Partners marketing team will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through channels that may include: A. Marketing collateral (print, electronic, email, presentations) B. Website C. Trade shows/conferences/meetings D. Advertising E. Social Media The OMNIA Partners sales teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through initiatives that may include: A. Individual sales calls B. Joint sales calls C. Communications/customerservice D. Training sessions for Public Agency teams E. Training sessions for Supplier teams The OMNIA Partners contracting teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through: A. Serving as the subject matter expert for questions regarding joint powers authority and state statutes and regulations for cooperative purchasing B. Training sessions for Public Agency teams C. Training sessions for Supplier teams D. Regular business reviews to monitor program success E. General contract administration Suppliers are required to pay an Administrative Fee of 3 % of the greater of the Contract Sales under the Master Agreement and Guaranteed Contract Sales under this Request for Proposal. Supplier will be required to execute the OMNIA Partners Administration Agreement (Exhibit B). At Supplier's option, Suppliers may pay additional fees beyond administrative fees, such as technology fees, to OMNIA Partners and/or a third party for additional support and/or access to OMNIA Partners' technology platform. 1.3 Estimated Volume The dollar volume purchased under the Master Agreement is estimated to be approximately $250 million annually. While no minimum volume is guaranteed to Supplier, the estimated annual volume is projected based on the current annual volumes among the Principal Procurement Agency, other Participating Public Agencies that are anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marketing approach between Supplier and OMNIA Partners. 1.4 Award Basis The basis of any contract award resulting from this RFP made by Principal Procurement Agency will, at OMNIA Partners' option, be the basis of award on a national level through OMMIA Partners. If multiple Suppliers are awarded by Principal Procurement Agency under the Master Agreement, those same Suppliers will be required to extend the Master Agreement to Participating Public Agencies through OMNIA Partners. Utilization of the Master Agreement by Participating Public Agencies will be at the discretion of the individual Participating Public Agency. Certain terms of the Master Agreement specifically applicable to the Principal Procurement Agency (e.g., governing law) are subject to modification for each Participating Public Agency as Supplier and such Participating Public Agency may agree without being in conflict with the Master Agreement as a condition of the Participating Agency's purchase and not a modification of the Master Agreement applicable to all Participating Agencies Participating Agencies may request to enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in the Master Agreement (e.g., governing law, invoice requirements, order requirements, specialized delivery, diversity requirements such as minority and woman owned businesses, historically underutilized business, etc.) ("Supplemental Agreement"). It shall be the responsibility of the Supplier to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the Participating Agency. It shall further be the responsibility of the Supplier to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of the Master Agreement and adjust wage rates accordingly. In instances where supplemental terms and conditions create additional risk and cost for Supplier, Supplier and Participating Public Agency may negotiate additional pricing above and beyond the stated contract not -to -exceed pricing so long as the added price is commensurate with the additional cost incurred by the Supplier. Any supplemental agreement developed as a result of the Master Agreement is exclusively between the Participating Agency and the Supplier (Contract Sales are reported to OMNIA Partners). All signed Supplemental Agreements and purchase orders issued and accepted by the Supplier may survive expiration or termination of the Master Agreement. Participating Agencies' purchase orders may exceed the term of the Master Agreement if the purchase order is issued prior to the expiration of the Master Agreement. All Supplemental Agreements may have a full potential term (any combination of initial and renewal periods) not to exceed the five years. Supplier is responsible for reporting all sales and paying the applicable Administrative Fee for sales that use the Master Agreement as the basis for the purchase order, even though Master Agreement may have expired. 1.5 Objectives of Cooperative Program This RFP is intended to achieve the following objectives regarding availability through OMNIA Partners' cooperative program: A. Provide a comprehensive competitively solicited and awarded national agreement offering the Products covered by this solicitation to Participating Public Agencies; B. Establish the Master Agreement as the Supplier's primary go to market strategy to Public Agencies nationwide; C. Achieve cost savings for Supplier and Public Agencies through a single solicitation process that will reduce the Supplier's need to respond to multiple solicitations and Public Agencies need to conduct their own solicitation process; D. Combine the aggregate purchasing volumes of Participating Public Agencies to achieve cost effective pricing. 2.0 REPRESENTATIONS AND COVENANTS v— —2s,2m3 As a condition to Supplier entering into the Master Agreement, which would be available to all Public Agencies, Supplier must make certain representations, warranties and covenants to both the Principal Procurement Agency and OMNIA Partners designed to ensure the success of the Master Agreement for all Participating Public Agencies as well as the Supplier. 2.1 Corporate Commitment Supplier commits that (1) the Master Agreement has received all necessary corporate authorizations and support of the Supplier's executive management, (2) the Master Agreement is Supplier's primary "go to market' strategy for Public Agencies, (3) the Master Agreement will be promoted to all Public Agencies, including any existing customers, and Supplier will transition existing customers, upon their request, to the Master Agreement, and (4) that the Supplier has read and agrees to the terms and conditions of the Administration Agreement with OMNIA Partners and will execute such agreement concurrent with and as a condition of its execution of the Master Agreement with the Principal Procurement Agency. Supplier will identify an executive corporate sponsor and a separate national account manager within the RFP response that will be responsible for the overall management of the Master Agreement. 2.2 Pricing Commitment Supplier commits the not -to -exceed pricing provided under the Master Agreement pricing is its lowest available (net to buyer) to Public Agencies nationwide and further commits that if a Participating Public Agency is eligible for lower pricing through a national, state, regional or local or cooperative contract, the Supplier will match such lower pricing to that Participating Public Agency under the Master Agreement. 2.3 Sales Commitment Supplier commits to aggressively market the Master Agreement as its go to market strategy in this defined sector and that its sales force will be trained, engaged and committed to offering the Master Agreement to Public Agencies through OMNIA Partners nationwide. Supplier commits that all Master Agreement sales will be accurately and timely reported to OMNIA Partners in accordance with the OMNIA Partners Administration Agreement. Supplier also commits its sales force will be compensated, including sales incentives, for sales to Public Agencies under the Master Agreement in a consistent or better manner compared to sales to Public Agencies if the Supplier were not awarded the Master Agreement. Supplier must supply the following information for the Principal Procurement Agency to determine Supplier's qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners. u 3.1 Company A. Brief history and description of Supplier to include experience providing similarproductsand services. enrlarsE—ONlsc-11DE 1- B. Total number and location of salespersons employed by Supplier. Among Grainger's 3,200+ experienced salespersons, Grainger's 547 Government Inside and Outside Sales Staff are solely dedicated to the public sector market. Through all 50 states, the District of Columbia and US Territories, this government -dedicated sales team understands specific customer challenges and dries overall savings in procuring products. vers,o�lwe28, 2023 ] � The following chart presents the sellers' locations per state. ly+' �F A 4 # AAA. L� rr ■� Y 1}• � t�l11�� 1 I7A11111� +ll il, atlade5 wee JeA 34 lams XI California 33 Loaiciana 24 New Mexiw 34 Utah 10 Colo 33 Maine New York 110 Vermont d Connediaf 23 Mery 46 46 NOOh Aae 0 110 Virginia 206 Delaware Massachuseas 17h 46 D.k Dakole._ 10 Washmgbn 62 rlo 28 Michigan ON. Ohio West Virginia 20 Georgia Hawaii 23 Minnesota 23 Mlssissr, 94 94 Oklahoma 24 Oregon 33 33 Wisconsin 40 29 Wyoming 16 IOaho IAutla 22 M _ 88 Mont.nt ana 96 Pennsylvania 14 Rhode Islantl 97 District of Columbia 29 15 C. Number and location of support centers (if applicable) and location of corporate office. Grainger has three Customer Contact Centers that support over 1,800 Customer Support Associates. These contact centers are in Janesville, Wisconsin, Lake Forest, Illinois, and Phoenix, Arizona. Grainger contact centers are available 24 hours a day, 7 days a week to assist customers through phone, chat, and email. Grainger's corporate headquarters is located in Lake Forest, IL D. Annual sales for the three previous fiscal years. Grainger's annual sales for the previous three fiscal years: 2021: $13B 12022: $15 2B 12023: $16.5B ✓ Submit FEIN and Dunn & Bradstreet report. FEIN: 36-1150280 D&B: 005-10-3494 I Please see Exhibit 001 D&B report included with our submission. E. Describe any green or environmental initiatives or policies. Grainger recognizes the urgency of climate change and are dedicated to reducing our carbon, water and waste footprint in our operations and throughout our value chain. We are focused on reducing our dependence on non-renewable energy, improving energy efficiency and embedding sustainability into every aspect of our operations. Since 2009, Grainger has annually disclosed to the Carbon Disclosure Project (CDP), providing details on business risks and opportunities related to climate change. Grainger is proud to have received an A- rating from the CDP in 2022, which places us in the leadership level and indicates climate stewardship best practice. u v— —sa,= Our initiatives to reduce dependence on non-renewable energy consumption include: 1. Increasing solar energy use at our facilities, 2. Improving technology and efficiency in our building management systems, 3. Implementing high -efficiency HVAC life cycle replacements, and 4. Transitioning from traditional Powered Industrial Equipment (PIE) batteries to hydrogen fuel cells. Our current climate target, set in 2020, is to reduce global absolute Scope 1 direct emissions (those owned or controlled by a company) and Scope 2 indirect emissions (those emissions that are a consequence of the activities of the company but from sources owned or controlled by a company) by 50% by 2030, using a 2018 baseline. This target aligns our Scope 1 and Scope 2 reductions with the level of reduction required to limit global temperature rise to 1.5 degrees Celsius. Steady progress has been made toward achieving this target. Since 2018, we have reduced global absolute Scope 1 and Scope 2 emissions by 26%. In 2022, our total global Scope 1 and Scope 2 (market based) GHG emissions totaled nearly 92,000 metric tons of CO2e. Grainger recognizes the importance of reducing Scope 3 emissions to mitigate climate risks and our environmental impact. Scope 3 considers all indirect emissions (not included in Scopes 1 and 2) that occur upstream and downstream from Grainger's operations. Most of our Scope 3 impact resides in the product -use phase, or the energy required to operate the products Grainger sells. In 2022, we made progress in our Scope 3 strategy by further assessing our data quality and identifying suppliers that contribute to most of our Scope 3 emissions. We continue this progress by refining our calculation methodology, improving our data sources, and engaging with suppliers and partners, particularly those critical to how we serve our customers. F. Describe any diversity programs or partners supplier does business with and how Participating Agencies may use diverse partners through the Master Agreement. Indicate how, if at all, pricing changes when using the diversity program. If there are any diversity programs, provide a list of diversity alliances and a copy of their certifications. Diverse Partners to Use through the Master Agreement Grainger recognizes the importance of helping meet diverse procurement goals or mandates. Our Diversity Solutions program supports the economic empowerment of diverse and small businesses. We help customers meet their diversity requirements through our breadth of products, supply chain, services and diversity expertise including our network of diverse suppliers, authorized resellers, and service providers. Grainger's Supplier Diversity Program ri-7 Tr' r Grainger's Supplier Diversity Program affords Members access to diverse manufacturers and suppliers through its catalogs and distribution channels. This program is designed to grow the sector while helping Members get _ their jobs done with quality products from diverse - business enterprises (DBEs). The economic impact of this program continues to increase. As of 2022, Grainger's Supplier Diversity program features: • Approximately 7,000 Diverse Business Enterprises are dormwImmook part ofGrainger's High -Touch Solutions U S. Supplier MOP n W� Diversity Program, which includes direct and indirect spend. • More than $2 billion on products from small businesses, including woman-, minority-, veteran-, LGBTQ+- and disabled person -owned businesses, and HUBZone and disadvantaged businesses. • Registered suppliers are audited monthly to maintain active supplier diversity certificates. • Products from diverse manufacturers and suppliers are identified with this diversity symbol on Grainger.com and in the catalog and index. On Graingercom, customers can use the search keywords "Supplier Diversity" or use the Supplier Diversity toggle filter to shop for products from diverse suppliers exclusively. Authorized Grainger Reseller Program The Authorized Grainger Reseller Program includes a network of more than 100 certified DBE resellers authorized to sell Grainger MRO products. Grainger contracts with small and diverse businesses to sell directly on the Grainger agreement to the end customer. Resellers in the Diversity Alliances program are under contract and provide independent resale of MRO products purchased from Grainger. These authorized resellers have access to Grainger's full product offering. These DBE resellers include historically underutilized business zones (HUBs), minority-, woman-, and veteran -owned businesses. The authorized reseller program enables customers greater access to products and services and provides reach to segments and contracts mandated or prioritized for DBEs. The program allows Grainger resellers to offer niche, value-added services and a broader selection of products. Grainger and the authorized reseller will engage customers to discuss how best to serve the City of Tucson and OMNIA Partner Member including the u range of possible service and values that can be provided. DBEs often provide other services such as installation, kitting, product assembly, stenciling/engravingflabeling, delivery, and barcoding. These services encompass adjustments in product and solution pricing. The plan will outline how the customer can leverage Grainger's diversity solutions portfolio to achieve its goals. OMNIA Partners' Authorized Resellers and Certifications Ashm :5 m �= Rom* LW a' R75L gal R bK%rloq 71 ke 'FLTF.+MVI SCR 4/ PWo I:A.W Do V4X& s1141MQ& GI-2* # % ^_._q VAm RAY CMOLM Li{/r i AULLCIym iR '"ICSf +T ro A CdrrWism z1F Li v % Fa, 1r uIy Nl is I'aVrq"Epa Lfr91 41I $A ICI. NFL tii Authorized Rend le(, above ore aligned to the Cay ofTLc OMMA Partners contract. (Grmnger currenfy supports over 100 AuthonzedResellers in our Diversity program) G. Indicate if supplier holds any of the below certifications in any classified areas and include proof of such certification in the response: ✓ Minority Women Business Enterprise ❑Yes ❑x No If yes, list certifying agency: ✓ Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (DBE) ❑ Yes ❑x No If yes, list certifying agency: ✓ Historically Underutilized Business (HUB) ❑ Yes ©No If yes, list certifying agency: ✓ Historically Undemtilized Business Zone Enterprise (HUBZone) ❑ Yes 0 No If yes, list certifying agency: ✓ Other recognized diversity certificate holder ❑ Yes 0 No If yes, list certifying agency: ri-7 Tr' r H. List any relationships with subcontractors or affiliates intended to be used when providing services and identify if subcontractors meet minority - owned standards. If any, list which certifications subcontractors hold and certifying agency. Grainger is an authorized distributor of MRO product and related services. As a distributor of services, Grainger does not retain or employ subcontractors, but instead offers Participating Entity Agencies access to suppliers, vendors, manufacturers and service providers that are vetted, insured, and contractually aligned with Grainger, selling product and service solutions to Participating Entity Agencies, saving them time, money and resources while keeping their people safe. I. Describe how supplier differentiates itself from its competitors. Grainger is the largest broad line MRO distributor in the US and Canada. Serving more than 4.5 million customers worldwide. We have the financial strength and reach to provide value to every customer in regular and emergency environments. This value, including dedicated salespeople and technical support experts, enables us to know in detail every customer and its challenges. The 1.6 million products and solutions offered is supplemented by enormous sourcing ability extending to 16,000 suppliers. Grainger's fundamental, to be essential to every customer, is the basis of investment in team members, product innovation, digital platforms and delivery to the customer Beyond financial resources, depth and availability of product, an, advanced digital platforms shaped to customer ease of search and purchase. By knowing the customer in detail, Grainger anticipates customer need and designs its digital purchasing platforms to assist customer search, compare and purchase processes. Grainger is a value -based company. Our work supporting OMNIA Partners' Members is the highest of responsibilities. If fortunate, Grainger will continue to serve the City of Tucson and OMNIA Partners' Members by understanding the responsibilities and challenges of each and all that this RFP entails. By doing the right things the right way, we benefit our customers, communities where we live and work and our shareholders. J. Describe any present or past litigation, bankruptcy or reorganization involving supplier. W.W. Grainger, Inc. is a publicly held company with over 25,750 employees, numerous locations, involved in international operations, and is party to thousands of contracts and other relationships. From time to time the Company is involved in various other legal and administrative proceedings that are incidental to its business, including claims related to product liability, general negligence, contract disputes, environmental issues, wage and hour laws, intellectual property, employment practices, regulatory compliance or other matters and actions brought by employees, u vers�o�lwe28, 2023 consumers, competitors, suppliers, or governmental entities. As a government contractor selling to federal, state, and local governmental entities, the Company is also subject to governmental or regulatory inquiries or audits or other proceedings, including those related to pricing compliance. It is not expected that the ultimate resolution of any of these matters will have, either individually or in the aggregate, a material adverse effect on the Company's consolidated financial position or results of operations. While Grainger cannot provide you with all of the specific information you request with respect to each lawsuit, Grainger can state that, to the best of its knowledge and belief, without conducting exhaustive investigations or inquiries, there are no lawsuits that, if unfavorably concluded against this company would have a material adverse impact on its financial condition or ability to do business. K. Felony Conviction Notice: Indicate if the supplier ✓ is a publicly held corporation and this reporting requirement is not applicable; ✓ is not owned or operated by anyone who has been convicted of a felony; or ✓ is owned or operated by and individual(y) who has been convicted of a felony and provide the names and convictions. As a publicly held corporation, this reporting requirement is not applicable. L. Describe any debarment or suspension actions taken against supplier No debarment or suspension actions have been taken against supplier. 3.2 Distribution, Logistics A. Each offeror awarded an item under this solicitation may offer their completeproductandsemiceoffering/abalanceofline. Describethefull lineofproductsand ti-vicesoffered byupplier. 6 i-7 Tr' -r . 6 i-7 Tr' -r . vers�o�lwe28, 20}3 6 i-7 Tr' -r . 6 i-7 Tr' -r . 3.3 Marketing and Sales A. Provide a detailed ninety -day plan beguming firm award date of the Master Agreement describing the strategy to immediately Agreement a atpplier's pimary god maker 3rategy fir IDblic Agencies to atpplier's gams nt ionwide, b nclude, butnotlmited b: V-i.3-,ao s lil V-i.3-,ao s lil vers�o�lwe28, 20}3 6 i-7 Tr' -r . vers�o�lwe28, 20}3 6 i-7 Tr' -r . vers�o�lwe28, 20}3 6 i-7 Tr' -r . 6 i-7 Tr' -r . vers�o�lwe28, 20}3 6 i-7 Tr' -r . vers�o�lwe28, 20}3 6 i-7 Tr' -r . vers�o�lwe28, 2023 Please see the following items in the Appendix in a separate PDF: 1. Exhibit 001 Dunn and Bradstreet Report 2. Exhibit 002 Grainger US Branch Locations 3. Exhibit 003 NJ Employee Info Report Certificate Exhibit B Administration Agreement, Example ADMINISTRATION AGREEMENT 6 i-7 Tr' -r . THIS ADMINISTRATION AGREEMENT (this "Agreemen ") is made this day of 20 , between National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector ("OMNIA Partners'), and ("SS') RECITALS WHEREAS, the (the "Principal Procurement Aaencd') has entered into a Master Agreement effective Agreement No by and between the Principal Procurement Agency and Supplier, (as may be amended from time to time in accordance with the terms thereof, the "Master Agreement"), as attached hereto as Exhibit A and incorporated herein by reference as though fully set forth herein, for the purchase of -(the `Product"); WHEREAS, said Master Agreement provides that any or all public agencies, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (collectively, `Public Agencies"), that register (either via registration on the OMNIA Partners website or execution of a Master Intergovernmental Cooperative Purchasing Agreement, attached hereto as Exhibit B (each, hereinafter referred to as a "Particioathiff Public Agencv") may purchase Product at prices stated in the Master Agreement; WHEREAS, Participating Public Agencies may access the Master Agreement which is offered through OMNIA Partners to Public Agencies; WHEREAS, OMNIA Partners serves as the cooperative contract administrator of the Master Agreement on behalf of Principal Procurement Agency; WHEREAS, Principal Procurement Agency deames OMNIA Partners to proceed with administration of the Master Agreement; and WHEREAS, OMNIA Partners and Supplier desire to enter into this Agreement to make available the Master Agreement to Participating Public Agencies and to set forth certain terms and conditions governing the relationship between OMNIA Partners and Supplier. NOW, THEREFORE, in consideration ofthe payments to be made hereunder and the mutual covenants contained in this Agreement, OMNIA Partners and Supplier hereby agree as follows: DEFINITIONS 1. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Master Agreement. u TERMS AND CONDITIONS 2. The Master Agreement and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement. Supplier acknowledges and agrees that the covenants and agreements of Supplier set forth in the solicitation and Supplier's response thereto resulting in the Master Agreement are incorporated herem and are an integral part hereof. 3. OMNIA Partners shall be afforded all of the rights, privileges and mdeninifications afforded to Principal Procurement Agency by or from Supplier under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to OMNIA Partners, its agents, employees, directors, and representatives under this Agreement including, but not limited to, Supplier's obligation to obtain appropriate insurance. 4. OMNIA Partners shall perform all of its duties, responsibilities and obligations as the cooperative contract administrator of the Master Agreement on behalf of Principal Procurement Agency as set forth herein, and Supplier hereby acknowledges and agrees that all duties, responsibilities and obligations will be undertaken by OMNIA Partners solely in its capacity as the cooperative contract administrator under the Master Agreement. 5. With respect to any purchases by Principal Procurement Agency or any Participating Public Agency pursuant to the Master Agreement, OMNIA Partners shall not be: (i) construed as a dealer, re -marketer, representative, partner or agent of any type of the Supplier, Principal Procurement Agency or any Participating Public Agency; (n) obligated, liable or responsible for any order for Product made by Principal Procurement Agency or any Participating Public Agency or any employee thereof under the Master Agreement or for any payment required to be made with respect to such order for Product; and (iii) obligated, liable or responsible for any failure by Principal Procurement Agency or any Participating Public Agency to comply with procedures or requirements of applicable law or the Master Agreement or to obtain the due authorization and approval necessary to purchase under the Master Agreement. OMNIA Partners makes no representation or guaranty with respect to any minimum purchases by Principal Procurement Agency or any Participating Public Agency or any employee thereof under this Agreement or the Master Agreement. 6. OMNIA Partners shall not be responsible for Supplier's performance under the Master Agreement, and Supplier shall hold OMNIA Partners harmless from any liability that may arise from the acts or omissions of Supplier in connection with the Master Agreement. 7. Supplier acknowledges that, in connection with its access to OMNIA Partners confidential information and/or supply of data to OMNIA Partners, it has complied with and shall continue to comply with all laws, regulations and standards that may apply to Supplier, including, without limitation: (a) United States federal and state information security and privacy statutes, regulations and/or best practices, including, without limitation, the Grarun-Leach-Bliley Act, the Massachusetts Data Security Regulations (201 C.M.R. 17.00 et. seq.), the Nevada encryption statute (N.R.S. § 603A), the California data security law (Cal. Civil Code § 1798.80 et. seq.) and California Consumer Privacy Act (Cal. Civil Code § 1798.100 et. seq.); and (b) applicable industry and regulatory standards and best practices (collectively, "Data Reputations"). With regard to Personal Information that Supplier collects, receives, or otherwise processes under the Agreement or otherwise in connection with performance ofthe Agreement, Supplier agrees ri-7 Tr' r that it will not: (i) sell, rent, release, disclose, disseminate, make available, transfer, or otherwise communicate orally, in writing, or by electronic or other means, such Personal Information to another busmess or third party for monetary or other valuable consideration; or (h) retain, use, or disclose such Personal Information outside of the direct business relationship between Supplier and OMNIA Partners or for any purpose other than for the specific purpose of performance of the Agreement, including retaining, using, or disclosing such Personal Information for a commercial purpose other than for performance of the Agreement. By entering into the Agreement, Supplier certifies that it understands the specific restrictions contained in this Section 7 and will comply with them. For purposes hereof, "Personal Information" means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household, and includes the specific elements of "personal information" as defined under Data Regulations, as defined herein. Supplier will reasonably assist OMNIA Partners in timely responding to any third party "request to know" or "request to delete" (as defined pursuant to Data Regulations) and will promptly provide OMNIA Partners with information reasonably necessary for OMNIA Partners to respond to such requests. Where Supplier collects Personal Information directly from Public Agencies or others on OMNIA Partners' behalf, Supplier will maintain records and the means necessary to enable OMNIA Partners to respond to such requests to know and requests to delete. 8 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OMNIA PARTNERS EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING OMNIA PARTNERS' PERFORMANCE AS A COOPERATIVE CONTRACT ADMINISTRATOR OF THE MASTER AGREEMENT OMNIA PARTNERS SHALL NOT BE LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF OMNIA PARTNERS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TERM OF AGREEMENT; TERMINATION 9. This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the provisions of Sections 3 — 8 and 11 — 22, hereof and the indemnifications afforded by the Supplier to OMNIA Partners in the Master Agreement, to the extent such provisions survive any expiration or termination of the Master Agreement, shall survive the expiration or termination of this Agreement. NATIONAL PROMOTION 10. OMNIA Partners and Supplier shall publicize and promote the availability of the Master Agreement's products and services to Public Agencies and such agencies' employees. Supplier shall require each Public Agency to register its participation in the OMNIA Partners program by either registering on the OMNIA Partners website (www orommartners.com/mublicsector) or executing a Master Intergovernmental Cooperative Purchasing Agreement prior to processing the Participating Public Agency's first sales order. Upon request, Supplier shall make available to interested Public Agencies a copy of the Master Agreement and such price lists or quotes as may be necessary for such Public Agencies to evaluate potential purchases. 11. Supplier shall provide such marketing and administrative support as set forth in the solicitation resulting in the Master Agreement, including assisting in development of marketing materials as reasonably requested by Principal Procurement Agency and OMNIA Partners. Supplier u shall be responsible for obtaining permission or license of use and payment of any license fees for all content and images Supplier provides to 0M3111A Partners or posts on the OMNIA Partners website. Supplier shall indemnify, defend and hold hamdess OM3111A Partners for use of all such content and images including copyright infringement claims. Supplier and OMNIA Partners each hereby grant to the other party a limited, revocable, non -transferable, non-sublicensable right to use such parry's logo (each, the "Logo") solely for use in marketing the Master Agreement. Each party shall provide the other party with the standard terms of use of such parry's Logo, and such party shall comply with such terms in all material respects. Both parties shall obtain approval from the other party prior to use of such party's Logo. Notwithstanding the foregoing, the parties understand and agree that except as provided herein neither party shall have any right, title or interest in the other parry's Logo. Upon termination of this Agreement, each party shall immediately cease use of the other parry's Logo. ADMINISTRATIVE FEE, REPORTING & PAYMENT 12. An "Administrative Fee" shall be defined and due to OMNIA Partners from Supplier in the amount of 3 percent (3%) ("Administrative Fee Percentage") multiplied by the total purchase amount paid to Supplier, less refunds and credits on returns, for the sale of products and/or services to Principal Procurement Agency and Participating Public Agencies pursuant to the Master Agreement (as amended from time to time and including any renewal thereof) ("Contract Sales'). From time to time the parties may normally agree in writing to a lower Administrative Fee Percentage for a specifically identified Participating Public Agency's Contract Sales. Please see Letter of Clarification. 13. Supplier shall provide OMNIA Partners with an electronic accounting report monthly, in the format prescribed by OMNIA Partners, summarizing all Contract Sales for each calendar month. The Contract Sales reporting format is provided as Exhibit C ("Contract Sales Report"), attached hereto and incorporated herein by reference. Contract Sales Reports for each calendar month shall be provided by Supplier to OMNIA Partners by the 10's day of the following month. Failure to provide a Contract Sales Report within the time and manner specified herein shall constitute a material breach of this Agreement and if not cured within thirty (30) days of written notice to Supplier shall be deemed a cause for termination of the Master Agreement, at Principal Procurement Agency's sole discretion, and/or this Agreement, at OMNIA Partners' sole discretion. 14. Administrative Fee payments are to be paid by Supplier to OMNIA Partners at the frequency and on the due date stated in Section 13, above, for Supplier's submission of corresponding Contract Sales Reports. Administrative Fee payments are to be made via Automated Clearing House (ACH) to the OMNIA Partners designated financial institution identified in Exhibit D. Failure to provide a payment of the Administrative Fee within the time and manner specified herein shall constitute a material breach of this Agreement and if not cured within thirty (30) days of written notice to Supplier shall be deemed a cause for termination of the Master Agreement, at Principal Procurement Agency's sole discretion, and/or this Agreement, at OMNIA Partners' sole discretion. All Administrative Fees not paid when due shall bear interest at a rate equal to the lesser of one and one-half percent (1 1/2%) per month or the maximum rate permitted by law until paid in full. Please see Letter of Clarification. 15. Supplier shall maintain an accounting of all purchases made by Participating Public Agencies under the Master Agreement. OMNIA Partners, or its designee, in OMNIA Partners' sole discretion, reserves the right to compare Participating Public Agency records with Contract Sales Reports submitted by Supplier for a period of four (4) years from the date OMNIA Partners receives such report. In addition, OMNIA Partners may engage a third party to conduct an independent audit of Supplier's monthly reports. In the event of such an audit, Supplier shall provide all materials reasonably requested relating to such audit by OMNIA Partners at the location designated by OMNIA Partners. In the event an underreporting of Contract Sales and a resulting underpayment of Administrative Fees is revealed, OMNIA Partners will notify the Supplier in writing. Supplier will have thirty (30) days from the date of such notice to resolve the discrepancy to OMNIA Partners' reasonable satisfaction, including payment of any Administrative Fees due and owing, together with interest thereon in accordance with Section 13, and reimbursement of OMNIA Partners' costs and expenses related to such audit. Please see Letter of Clarification. GENERAL PROVISIONS 16. This Agreement, the Master Agreement and the exhibits referenced herein supersede any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereto and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained or incorporated herein shall be valid or binding. In the event of any conflict between the provisions of this Agreement and the Master Agreement, as between OMNIA Partners and Supplier, the provisions of this Agreement shall prevail. 17. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement or to recover any Administrative Fee and accmed interest, the prevailing party shall be entitled to reasonable attorney's fees and costs in addition to any other relief to which it may be entitled. 18. This Agreement and OMNIA Partners' rights and obligations hereunder may be assigned at OMNIA Partners' sole discretion to an affiliate of OMNIA Partners, any purchaser of any or all or substantially all of the assets of OMNIA Partners, or the successor entity as a result of a merger, reorganization, consolidation, conversion or change of control, whether by operation of law or otherwise. Supplier may not assign its obligations hereunder without the prior written consent of OMNIA Partners. 19. All written communications given hereunder shall be delivered by first-class mail, postage prepaid, or overnight delivery on receipt to the addresses as set forth below. A OMNIA Partners: OMNIA Partners 5001 Aspen Grove Franklin, IN 37067 Attention: Legal Department - Public Sector Contracting B. Supplier: u 20. If any provision of this Agreement shall be deemed to be, or shall in fact be, illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever, and this Agreement will be construed by limiting or invalidating such provision to the minimum extent necessary to make such provision valid, legal and enforceable. 21. This Agreement may not be amended, changed, modified, or altered without the prior written consent of the parties hereto, and no provision of this Agreement may be discharged or waived, except by a writing signed by the parties. A waiver of any particular provision will not be deemed a waiver of any other provision, nor will a waiver given on one occasion be deemed to apply to any other occasion. 22. This Agreement shall inure to the benefit of and shall be binding upon OMNIA Partners, the Supplier and any respective successor and assign thereto; subject, however, to the limitations contained herein. 23. This Agreement will be construed under and governed by the laws of the State of Delaware, excluding its conflicts of law provisions and any action arising out of or related to this Agreement shall be commenced solely and exclusively in the state or federal courts in Williamson County Tennessee. 24. This Agreement may be executed in counterparts, each of which is an original but all of which, together, shall constitute but one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile, or by .pdf or similar electronic transmission, will constitute effective execution and delivery of this Agreement ae to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile, or by .pdf or similar electronic transmission, will be deemed to be their original signatures for any purpose whatsoever. [INSERT SUPPLIER ENTITY NAME] NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY, A DELAWARE CORPORATION DB/A OMNIA PARTNERS, PUBLIC SECTOR Example Only Signature Signature Sarah Vavra Name Name Sr. Vice President, Public Sector Contracting Title Title Date Date ri-7 Tr' r Exhibit C Master Intergovernmental Cooperative Purchasing Agreement, Example MAqTFR INTFRG(IVFRNMFNTAI COC)PFRATIVF PITRt'HARiNG AGRFFMFNT This Master Intergovernmental Cooperative Purchasing Agreement (this "Afire ment") is entered into by and between those certain government agencies that execute a Principal Procurement Agency Certificate ("Principal Prncurement Aoeneies") with National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector, Communities Program Management, LLC, a California limited liability company d/b/a U.S. Communities, and/or NCPA LLC, a Texas limited liability company d/b/a National Cooperative Purchasing Alliance (collectively, "OMNIA Partners"), in its capacity as the cooperative administrator, to be appended and made a part hereof and such other agencies ("Partleinafinff Public Aeenete%"), as defined in each Master Agreement (as defined below), who register to participate in the cooperative purchasing programs administered by OMNIA Partners and its affiliates and subsidiaries (collectively, the "OMNIA Partner% Parties") by either registering on the OMNIA Partners website (www.omnimartners.com/oublicsector or any successor website), or by executing a copy of this Agreement. RECITALS WHEREAS, after a competitive solicitation and selection process by Principal Procurement Agencies, in compliance with their own policies, procedures, rules and regulations, a number of suppliers have entered into "]Master A oreementd' (herein so called) to provide a variety of goods, products and services ("Products") to the applicable Principal Procurement Agency and the Participating Public Agencies; WHEREAS, Master Agreements are made available by Principal Procurement Agencies through the OMNIA Partners Parties and provide that Participating Public Agencies may purchase Products on the same terms, conditions and pricing as the Principal Procurement Agency, subject to any applicable federal and/or local purchasing ordinances and the laws of the State of purchase; and WHEREAS, in addition to Master Agreements, the OMNIA Partners Parties may from time to time offer Participating Public Agencies the opportunity to acquire Products through other group purchasing agreements. NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and of the mutual benefits to result, the parties hereby agree as follows: 1. Each party will facilitate the cooperative procurement of Products. 2. The Participating Public Agencies shall procure Products in accordance with and subject to the relevant federal, state and local statutes, ordinances, rules and regulations that govern Participating Public Agency's procurement practices. The Participating Public Agencies hereby acknowledge and agree that it is the intent ofthe parties that all provisions of this Agreement and that Principal Procurement Agencies' participation in the program described herein comply with all applicable laws, including but not limited to the requirements of 42 C.F.R. § 1001.9520), as may be amended from time to time. The Participating Public Agencies further acknowledge and agree that they are solely responsible for their compliance with all applicable "safe harbor" regulations, u including but not limited to any and all obligations to fully and accurately report discounts and incentives. 3. The Participating Public Agency represents and warrants that the Participating Public Agency is not a hospital or other healthcare provider and is not purchasing Products on behalf of a hospital or healthcare provider; provided that the foregoing shall not prohibit Participating Public Agency from furnishing health care services so long as the famishing of health care services is not in furtherance of a primary purpose of the Participating Public Agency. 4. The cooperative use of Master Agreements shall be in accordance with the terms and conditions of the Master Agreements, except as modification of those terms and conditions is otherwise required by applicable federal, state or local law, policies or procedures 5. The Principal Procurement Agencies will make available, upon reasonable request, Master Agreement information which may assist in improving the procurement of Products by the Participating Public Agencies. 6. The Participating Public Agency agrees the OMNIA Partners Parties may provide access to group purchasing organization ("GPO") agreements directly or indirectly by enrolling the Participating Public Agency in another GPO's purchasing program, provided that the purchase of Products through the OMNIA Partners Parties or any other GPO shall be at the Participating Public Agency's sole discretion. 7. The Participating Public Agencies (each a "Procuring Party") that procure Products through any Master Agreement or GPO Product supply agreement (each a "GPO Contract") will make timely payments to the distributor, manufacturer or other vendor (collectively, "Snootier") for Products received in accordance with the terns and conditions of the Master Agreement or GPO Contract, as applicable. Payment for Products and inspections and acceptance of Products ordered by the Procuring Party shall be the exclusive obligation of such Procuring Party. Disputes between Procuring Party and any Supplier shall be resolved in accordance with the law and venue rules of the State of purchase unless otherwise agreed to by the Procuring Party and Supplier. 8. The Procuring Party shall not use this Agreement as a method for obtaining additional concessions or reduced prices for purchase of similar products or services outside of the Master Agreement. Master Agreements may be structured with not -to -exceed pricing, in which cases the Supplier may offer the Procuring Party and the Procuring Party may accept lower pricing or additional concessions for purchase of Products through a Master Agreement. 9. The Procuring Party shall be responsible for the ordering of Products under this Agreement. A non -procuring party shall not be liable in any fashion for any violation by a Procuring Party, and, to the extent permitted by applicable law, the Procuring Party shall hold non -procuring party harmless from any liability that may arise from the acts or omissions of the Procuring Party. 10. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE OMNIA PARTNERS PARTIES EXPRESSLY DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING ANY PRODUCT, MASTER AGREEMENT AND GPO CONTRACT. THE OMNIA PARTNERS PARTIES SHALL NOT BE LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF THE OMNIA PARTNERS ri-7 Tr' r PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE PROCURING PARTY ACKNOWLEDGES AND AGREES THAT THE OMNIA PARTNERS PARTIES SHALL HAVE NO LIABILITY FOR ANY ACT OR OMISSION BY A SUPPLIER OR OTHER PARTY UNDER A MASTER AGREEMENT OR GPO CONTRACT. 11. This Agreement shall remain in effect until termination by either party giving thirty (30) days' written notice to the other party. The provisions of Paragraphs 6 - 10 hereof shall survive any such termination. 12. This Agreement shall take effect upon (i) execution of the Principal Procurement Agency Certificate, or (ii) registration on the OMNIA Partners website or the execution of this Agreement by a Participating Public Agency, as applicable. Particimatinm Public Aeenev: OMNIA Partners. as the emmerative administrator on behalf of Principal Procurement Agencies: NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY COMMUNITIES PROGRAM MANAGEMENT, LLC Example Only Authorized Signature Signature Sarah E. Vavm Name Name Sr. Vice President, Public Sector Contracting Title and Agency Name Title Date Date Exhibit D Principal Procurement Agency Certificate, Example PRINT IPAi. PRnCITRFMFNT AGFNry CRRTIFIf ATF In its capacity as a Principal Procurement Agency (as defined below) for National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector ("OM IA Partners"), [PPA Name] agrees to pursue Master Agreements for Products as specified in the attached Exhibits to this Principal Procurement Agency Certificate. I hereby acknowledge, in my capacity as of and on behalf of [PPA Name] ("Princioal Procurement AeencI'"), that I have read and hereby agree to the general terms and conditions set forth in the attached Master Intergovernmental Cooperative Purchasing Agreement regulating the use of the Master Agreements and purchase of Products that from time to time are made available by Principal Procurement Agencies to Participating Public Agencies nationwide through OMNIA Partners. I understand that the purchase of one or more Products under the provisions of the Master Intergovernmental Cooperative Purchasing Agreement is at the sole and complete discretion of the Participating Public Agency. Authorized Signature, [PPA Name1 Example Only Signature Name Title Date Exhibit E Contract Sales Reporting Template Contract Sales Report submitted electronically in Microsoft Excel: Example Only It Exhibit F Federal Funds Certifications FEDERAL CERTIFICATIONS ADDENDUM FOR AGREEMENT FUNDED BY U.S. FEDERAL GRANT TO WHOM IT MAY CONCERN: Participating Agencies may elect to use federal funds to purchase under the Master Agreement. This form should be completed and returned. Please see Letter of Clarification. DEFINITIONS Contract means a legal instrument by which a non -Federal entity purchases property oreernces needed to carry out the project or program under a Federal award The teem as used in this part does not include a legal instrument, even if the non -Federal entity considers it a contract, when the substance of the tmnsacfion meets the definition of a Federal award or subaward Contractor means an entity that receives a contract as defined in Contract. Cooperative agreement means a legal instrument of financial assistance between a Federal awarding agency or pass -through entity and a non -Federal entity that, consistent with 31 U.S C 6302-6305 (a) Is used to enter into a relationship the principal purpose of which is to transfer anything of value from the Federal awarding agency or pass4hmugh entity to the non -Federal entity to carry out a public purpose authorized by a law of the United States (see 31 U.S.C. 6101(3f; and not to acquire property or seraces for the Federal government a pass - through entity's direct benefit or use; (b) Is distinguished from a grant in that it provides for substantial involvement between the Federal awarding agency or pass -through entity and the non -Federal entity in carrying out the activity contemplated by the Federal award. (c) The term does not include: (1) A cooperalve research and development agreement as defined in 15 U.S.C. 3710a; or (2) An agreement that provides only in Direct United States Government cash assistance to an indmdual, (f) A subsidy, (,,i) A loan; (iv) A loan guarantee; a (v) Insurance Federal awarding agency means the Federal agency that provides a Federal award directly to a non -Federal entity Federal award has the meaning, depending an the context, in either paragraph (a) or (b) of this section: (a)(1) The Federal financial assistance that a non -Federal entity receives directly from a Federal awarding agency or indirectly from a pass -through entity, as described in § 200.101 Applicability; or (2) The cost -reimbursement contract under the Federal Acquisition Regulations that a non -Federal entity receives directly from a Federal awarding agency or indirectly from a pass -through entity, as described in § 200.101 Applicability. (b) The instrument setting forth the terms and condNons. The instrument is the grant agreement, cooperative agreement, other agreement for assistance avered in paragraph (b) of § 200.40 Federal financial assistance, or the cost -reimbursement contract awarded under the Federal Acquisition Regulations. (c) Federal award does not include other contracts that a Federal agency uses to buy goods or services from a contrector or a contract to operate Federal government owned, contractor operated facilities (GOi (d) See also definitions of Federal financial assistance, grant agreement, and cooperative agreement. ri-7 Tr' r Non -Federal entity means a state, local government, Indian tribe, institution of higher education (IHE), or nonprofit organi that carries out a Federal award as a recipient or subrecipient. Nonprofit organization means any corporation, trust, associafion, cooperative, or other organization, not Including IHEs, that (a) Is operated prima ly for scientific, educational, service, charitable, or similar purposes in the public Interest, (b) Is not organized primarily for profit; and (c) Uses net proceeds to maintain, improve, or expand the operations of the organization. Obligations means, when used in connection with a non -Federal entmys utilization of funds under a Fedeml award, orders placed for property and services, contracts and subawards made, and similar transachons during a given period that require payment by the non -Federal entity during the same or a future period. Pass -through entity means a non-Faderal entity that provides a subaward to a subraapient to carry out pad of a Federal program. Recipient means a non -Federal entity that receives a Fedeml award directly fmm a Federal awarding agency 0 carry out an activity under a Federal program The term recipient does not incude subrecipients Simplified acquisition threshold means the dollar amount below which a nom-Federal entity may purchase property a services using small purchase methods. Non -Federal entities adopt small purchase procedures in order to expedite the purchase of items costing less than the simplified acquisition threshold. The simplified acquisition threshold is set by the Federal Acquisition Regulation at 48 CFR Subpart 2.1 (Definitions) and in accordance with 41 U.S.C. 1908, As of the publication of this part, the airmail acquisition threshold is$250,000, but this threshold is periodically adjusted for inflation (Ala see definition of§20067 Mien,pandass) Sublevel means an award provided by a pass4hrough engty to a subrecipient for the subrecipient to carry out part of a Federal award received by the pass -through entity. It does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. A subaward may be provided through any form of legal agreement, including an agreement that the pass -through enfity considers a contact. Subreclplent means a non -Federal entity that receives a subaward from a pass -through entity to cany out part of a Federal program; but does not include an individual that is a beneficiary of such program. A subadpient may also be a recipient of other Federal awards directly from a Federal awarding agency. Termination means the ending of a Federal award, in whole or in part at any time poor to the planned end of period of pedorrnance The following provisions may be required and apply when Participating Agency expends federal funds for any purchase resulting from this procurement process. Per FAR 52.204-24 and FAR 52.204-25, solicitations and resultant contracts shall contain the following provisions. 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Oct 2020) The Offers shall not complete the representation at paragraph (d)(1) of this provision if the Offeror has represented that it "does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subantmct or other contractual instrument' in paragraph (c)(1) in the provision at 52.204-26, Covered Telecommunications Equipment or Services —Representation, or in paragraph (v)(2)(i) of the provision at 52212-3, Offeror Representations and Certifications -Commercial Items. The Offeror shall not complete the representation in paragraph (d)(2) of this provision if the Offeror has represented that it "does not use covered telecommunications equipment or services, a any equipment, system, or service that uses covered telecommunications equipment or services" in paragraph (c)(2) of the provision at 52.204-26, or in peregaph (v)(2)(f) of the provision at 52.212-3. (a) Definmons. As used in this provis— u Backhaul, covered telecommunications equipment or services, critical technology, interconnection arrangements, reasonable inquiry, mamirg, and substantial or essential component have the meanings provided in the clause 52.204-25, Prohilbon on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (b) Prohibition. (1) Section 889(e)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system Nothing in the prohibition shall be construed to— Q) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a thnd-party, such as backhaul, roaming, or interconnection arrangements, or (h) Cover telecommunications equipment that cannot mute or redirect user data tafc or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles. (2) Section 889(a)(1)(B) of the John S. McCain National Defense Authmi ation Act for Fiscal Year 2019 (Pub. L. 11S- 232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract a extending or renewing a contract with an entity that uses any equipment, system, a service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract Nothing in the prohibition shall be construed to— (b Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third -party, such as backhaul, roaming, or interconnection arrangements, or (li) Cover telewmmun¢abons equipment that cannot mute or redirect user data tafc or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles. (c) Procedures. The Offeror shall review the list of excluded parties in the System fa Award Management (SAM) Ihthts /Avww som aovl for entities excluded from waiving federal awards for "covered telecommunications equipment or services' (it) Representation. The Offeror represents that— (1) Ito will, Qwill not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual mstrument resulting from this solicitation. The Offeror shall provide the additional disclosure information required at paragraph (e)(1) of this section it the Offeror responds 'will' in paragraph (d)(1) of this section; and (2) After conducting a reasonable inquiry, for purposes of this representation, the Offeror represents that — It o does, Mdces not use covered telecommunications equipment or services, or use any equipment, system, or service that uses covered telecommunications equipment or services. The Offeror shall provide the additional disclosure information required at paragraph (e)(2) of this section if the Offeror responds'does" in paragraph (d)(2) of this section. (a) Disclosures. (1) Disclosure for the representation in paragraph (d)(1) of this provision. lithe Offeror has responded "will in the representation in paragraph (d)(1) of this provision, the Offeror shall provide the following information as part of the offer. h) For covered equipment — (A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the original equipment manufacturer (OEM) or a distributor, if known); (B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number: and item description, as applicable), and (C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision. On For covered cervices — (A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintamed: Brand; model number, such as OEM number, manufacturer pail number, or wholesaler number; and item descnption, as applicable); or (8) If not associated with maintenance, the Product Service Code (PSC) of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining 9 such use would be permissible under the prohibition in paragraph (b)(1) of this provision. ri-7 Tr' r (2) Disclosure for the representation in paragraph (d)(2) of this provision. If the Offeror has responded "does" in the representation in paragraph (d)(2) of this provision, the Offeror shall provide the following information as part of the offer: (i) For covered equipment — (A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE wde, and whether the entity was the OEM or distributor, if known), (B) A description of all covered telecommunications equipment offered (include brand, model number, such as OEM number, manufacturer part number, or wholesaler number, and item description, as applicable), and (C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision. (ii) For covered services — (A) If the semce is related to item maintenance: A descnpbon of all covered telecommumcabons services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or (B) If not associated with maintenance, the PSC of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining If such use would be permissible under the prohibition in paragraph (b)(2) of this provision. 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (Aug 2020). (a) Definitions As used in this cause— Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phonesftowers to the care telephone network). Backhaul can be wireless mg., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet). Covered foreign country means The People's Republic of China Mired miscommu cal equipment ors—.means- (1) Telecommunications equipment produced by Humal Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); (2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytere Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); (3) Telecommunications or video surveillance services provided by such entities or using such equipment, a (4) Telecommunications or video surveillance equipment or services produced a provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believesto bean entity owned a controlled by, orotherwise connected to, the governmentof a covered foreign country. Cracaltechnologymeana- (1) Defense articles or defense services included an the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of bile 22, Code of Federal Regulators; (2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled- (i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or (ib For reasons relating to regional stability or surreptitious listening; (3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities); (4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material), (5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of the 42 of such Code; or (6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817). ur= rr��R Interconnection arrangements means arrangements goveming the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources. Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about the identity of the producer or provider of covered telecommunications equipment orservices used by the enfity that excludes the need to include an internal or third -party audit. Roaming means cellular communications services (e.g., voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high. Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service (b) Prohibifwn. (1) Section 881 of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115.232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as almost technology as part of any system. The Contractor is prohibited from providing to the Government any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104 (2) Section 989(a)(1)(B) of the John S McCain National Defense Authorization Act for Fiscal Year 2019 (Pub L 115- 232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract, or extending or renewing a comma with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragaph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use Is in performance of work under a Federal contract. (c) Exceptions. This clause does not prohibit contractors from providing— (1) Aservice that connects to the facilities of a third -party, such as backhaul, roaming, or interconnection arrangements; or (2) Telecommunications equipment that cannot route or redeem user data traffic or permit visibility into any user data a packets that such equipment transmits or otherwise handles (d) Reporting requirement. (1) In the event the Contractor identies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paregimph (d)(2) of this clause to the Contracting Officer, unless elsewhere in this contrail are established procedures for reporting the information; in the case of the Department of Defence, the Contractor shall report to the website at hips:/li ibnst.dod.mil. For indefinite delivery contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Oficegs) for any affected order or, in the case of the Department of Defense, identify both the Indefinite delivery contract and any affected orders in the report provided at hips /ldlbnet not mil (2) The Contractor shall report the following information pursuant In paragraph (d)(1) of this clause (1)Within one business day from the date of such hdentmcathon or notification: the contract number; the order number(s), if applicable; supplier name; supplier unique entity hdentNer (if known); supplier Commercial and Government Entity (CAGE) code (tkmown); brand; model number (original equipment manufacturer number, manufacturer pad number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended. (ii) Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services. ; (a) Subcontrects. The Contractor shall insert the substance of this clause, including this paragraph (a) and excluding paragraph (b)(2), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial items. The following certifications and provisions may be required and apply when Participating Agency expends federal funds for any purchase resulting from this procurement process. Pursuant to 2 C.F.R. § 200,326, all contracts, including small purchases, awarded by the Participating Agency and the Participating Agency s subcontractors shall contain the procurement provisions of Appendix II to Pad 200, as applicable. APPENDIX II TO 2 CFR PART 200 (A) Contracts for more than the simplified acquisition threshold currently set at $250,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. Pursuant to Federal Rule (A) above, when a Participating Agency expends federal funds, the Participating Agency reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party. Does offeror agree? YES kw Initials of Authorized Representative of offeror (B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to Federal Rule (B) above, when a Participating Agency expends federal funds, the Participating Agency reserves the right to immediately terminate any agreement in excess of $10,000 resulting from this procurement process in the event of a breach or default of the agreement by Offeror as detailed in the terms of the contract Does offeror agree? YES Rip' Initials of Authorized Representative of offeror (C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part 601 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246,"Equal Employment Opportunity"(30 CFR 12319,12935, 3 CFR Part,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 CFR part 61 of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of labor." Pursuant to Federal Rule (C) above, when a Partoipating Agency expends fedeml funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein. Does offeror agree to abide by the above? YES kW InitialsofAuthorized Representafiveofofferor (D) Davis -Baron 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 CFR Pad 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 CFR Part 3, "Contactors and Subcontactore 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. Pursuant to Federal Rule (D) above, when a Participating Agency expends federal funds during the term of an award for all contracts and subgranis for contraction or repair, offeror will be in compliance with all applicable Davia-Bacon Act provisions. Does offeror agree? Cannot certify compliance absent opportunity specific information Initials of Authorized Representative of offeror (E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the on -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 CFR Part 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. Pursuant to Federal Rule (E) above, when a Participating Agency expends federal funds, offeror certifies that offeror will be in compliance with all applicable provisions of the Contract Work Hours and Safety Standards Act during the ten of an award for all contracts by Participating Agency resulting from this procurement process. III Does offeror agree? Cannot certify compliance absent opportunity specific information Initials of Authorized Representative of offeror (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award more the definition of "funding agreement' under 37 CFR §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 omply with the requirements of 37 CFR Part 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. Pursuant to Federal Rule (F) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (F) above. Does offeroragres? YEa III Initials ofAuthonzed Representative of offeror (G) Clean Air Act 142 U.S.C. 7401.7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251.1387), as amended —Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires 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) In the event Federal Transit Administration (FTA) or Department of Transportation (DOT) funding is used by Participating Public Agency, Offeroralso agrees to include Clean Air and Clean Water requirements in each subconiractexceeding $100,000 financed n whole or In part with Federal assistance provided by FTA. Pursuant to Federal Rule (G) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency member resulfing from this procurement process, the offeror agrees to comply with all applicable requirements as referenced In Federal Rule (G) above. Does offeroragree?YEs KW Initials of Authorized Representative of offeror (H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 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 Executive Office of the President Office of Management and Budget (OMB) guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., P. 189) and 12689 (3 CFR part 1989 Comp., P. 235), "Debarment and Suspension." SAM Exclusions contains the names 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. Pursuant to Federal Rule (H) above, when federal funds are expended by Participating Agency, the offeror cemfies that during the term of an award for all contracts by PartialAgency resulting from this procurement process, the offeror cemfies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. If at any time during the ten of an award the offeror or its principals becomes debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency, the offeror will notify the Participating Agency. Does offerer agree? YES kW Initials ofAuthonzed Representative of offeror (Q Byrd Anti -Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 most file the required certification. Each tier certifies to the tier above that it will not and has not 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. Each tier must also 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. Pursuant to Federal Rule (1) above, when federal funds are expended by Participating Agency, the offeror certrfies that during the term and after the awarded ten of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that 8 is in compliance with all applicable provisions of the Byrd Ant -Lobbying Amendment (31 U S C. 1352). The undersigned further certifies that (1) No Federal appropnated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal ban, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to Influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities;' in accordance with its instructions This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction Imposed by Section 1352, Toe 31, U.S Code Any person who fails to file the required certdmahon shall he sublet[ to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure (3) The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subredplants shall cert'rfy, and disclose accordingly. Doesofferoregree?YES kv Initials of Authorized Representative of offeror RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS When federal funds are expended by Participating Agency for any contract resulting from this procurement process, offeror certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333 The offeror further cebfies that offeror will retain all records as required by 2 CFR § 200333 for a period of three years after grantees or subgrentees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending madam are closed Doesofferoragree?YUe kltl Initials of Authorized Representative of offeror CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICYAND CONSERVATION ACT When Participating Agency expends federal funds for any contract resulting from this procurement process, offeror certifies that it will 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 (42 U.S.C. 6321 at seq.; 49 C.F.R. Part 18). Does offeroragme?YF`: KW Initials of Authorized Representative of offeror CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit Administration funds, offeror ceNfies that its products empty wth all applicable provisions of the Buy America Act and agrees to provide such caNfication or applicable waiver with respect to spi products to any Paricipating Agency upon request. Purchases made in accordance with the Buy America Act must still follow the applicable procurement miss calling for free and open competition. Additionally: (1) The Contractor agrees to comply with 49 USC 53230) and 49 CFR Part 661, which provide that federal funds may not be obligated unless steel, iron and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are fisted in 49 CFR 661.7.Ageneml public interest waiver from the Buy Amerlca requirements applies to m aropmeassors, computers, microcomputers, software or other such devices, which are used solely for the purpose of processing or storing data. This general waiver does not extend to a product or device that merely contains a microprocessor or microcomputer and is not used solely for the purpose of processing or storing data. Separate requirements for rolling stock are set out at 5323O(2)(C) and 49 CFR 661.11. (2) A bidder or offeror must submit to the FTA recipient the appropriate Buy America ceNfication with all bids on FTA- funded contracts, except those subject to a generel waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. This requirement does not apply to lower tier subcontractors. The following certificates titled FTA and DOT Buy America Certification should be completed and returned with the response as part of FTA and DOT requirements. FEDERAL TRASIT ADMINISTRATION (FTA) AND DEPARTMENT OF TRANSPORTATION (DOT) - BUY AMERICA: CERTIFICATION REQUIREMENT FOR PROCUREMENTOF ROLLING STOCK CERTIFICATE OF COMPLIANCE (select one of the two options, NOT BOTH) Certificate of Compliance with 49 USC §53230) The proposer hereby certifies that it will comply with the requirements of 49 U.S.C. 53230, and the applicable regulations of 49 CFR 661.11. Check for YES: ❑ Certificate of Non -Compliance with 49 USC §53230) The proposer hereby certifies that it cannot comply with the requirements of 49 U.S.C. 53230), but may qualify for an exception to the requirement consistent with 49 U.S.C. 53230)(2)(C), and the applicable regulations in 49 CFR 661.7. Check for YES: O Cannot certify compliance absent opportunity specific information. LV FEDERAL TRASIT ADMINISTRATION (FTA) AND DEPARTMENT OF TRANSPORTATION (DOT) - BUY AMERICA: CERTIFICATION REQUIREMENT FOR PROCUREMENT OF STEEL OR MANUFACTURED PRODUCTS CERTIFICATE OF COMPLIANCE (select one of the two options, NOT BOTH) Certificate of Compliance with 49 USC §5323Q)(1) The proposer hereby certifies that it will comply with the requirements of 49 U.S.C. 53230)(1), and the applicable regulations in 49 CFR part 861. Check for YES: ❑ Certificate of N—Compliance with 49 USC §53230)(1) The proposer hereby certifies that it cannot comply with the requirements of 49 U.S.C. 53230), but it may qualify for an exception to the requirement pursuant to 49 U.S.C. 53230)(2), as amended, and the applicable regulations in 49 CFR 661.7. Check for YES: U Cannot certify compliance absent opportunity specific information. KW Does offeror agree?YFs KW Initials of Authorized Representative of offeror Offerors Name W W Gmr. Inc Address, City, State, and rp Code 100 Gramoer Parkway. Lake Forest. IL 60045 Phone Number 6p0-4724643 Fax Number: NA Printed Name and Title of Authorized Representative: Ken white Email Address: Ken White@amin enome Signature of Authorized Representative: +fiili� _W ; f Date: 03128124 CERTIFICATION OF ACCESSTO RECORDS-2 C.F.R. § 200.336 Offeror agrees that the Inspector General of the Agency or any of their duly authorized representatives shall have access to any documents, papers, or other records of offeror that are pertinent to offerors discharge of its obligations under the Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes 0ately and reasonable access to oftener's personnel for the purpose of interview and discussion relating to such documents. Does offeroregroe?YFQ ICW Initials of Authorized Representative of oferor CERTIFICATION OF APPLICABILITY TO SUBCONTRACTORS Offeror agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions Does offeroragree?YFe KW Initials of Authorized Representative of offeror COMMUNITY DEVELOPMENT BLOCK GRANTS Purchases made under this contract may be partially or fully funded with federal grant funds. Funding for this work may include Federal Funding sources, including Community Development Block Grant (CDBG) funds from the U.S. Department of Housing and Urban Development. When such funding is provided, Offeror shall comply with all terms, conditions and requirements enumerated by the grant funding source, as well as requirements of the State statutes for which the contract is utilized, whichever ur= rr��R is the more restrictive requirement. When using Federal Funding, Offeror shall complywtth all wage and latest reporting provisions of the Federal Davis -Bacon Act. HUD4010 Labor Provisions also applies to this contrail. Does offermagreeo YES kW Initials of Authorized Re presentative of offeror Offeror agrees to comply with all federal, stale, and local laws, rules, regulations and ordinances, as applicable. It is further acknowledged that offeror certifies compliance with all provisions, laws, ads, regulations, etc. as specifically noted above. Please see Letter of Clarification. Offerors Name: ww cram6an 11 Address, City, State, and Zip Code. 100 Gmmger Partway. Lake Forest IL 60045 Phone Number: 8004724643 Fax Number: NA Printed Name and This of Authorized Representative: Ken White, Nadonal Gowmment Sells Manager Email Address: Ken WTae�gm,rger tour Signature of Authorized Representative Date 3128124 rH'7 Tr' r FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL CONDITIONS Awarded Supplier(s) (also referred to as Contractors) may need to respond to events and losses where products and services are needed for the immediate and initial response to emergency situations such as, but not limited to, water damage, fire damage, vandalism cleanup, biohazard cleanup, sewage decontamination, deodorization, and/or wind damage during a disaster or emergency situation. By submitting a proposal, the Supplier is accepted these FEMA and Additional Federal Funding Special Conditions required by the Federal Emergency Management Agency (FEMA) and other federal entities. "Contract" in the below pages under FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL CONDITIONS is also referred to and defined as the "Master Agreement". "Contractor" in the below pages under FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL CONDITIONS is also referred to and defined as "Supplier' or "Awarded Supplier". Conflicts of Imerest No employee, officer, or agent may participate in the selection, award, or administration of a contract supported by a FEMA award if he or she has a real or apparent conflict of interest. Such a conflict would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of these parties, has a financial or other interest in or a tangible personal benefit from a firm considered for award. 2 C.F.R § 200.318(c)(1); See also Standard Form 424D, ¶ 7; Standard Form 42413, 13 L FEMA considers a "financial mtemsf' to be the potential for gain or loss to the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of these parties as a result of the particular procurement. The prohibited financial interest may arise from ownership of certaln financial instruments or investments such as stock, bonds, or real estate, or from a salary, indebtedness, lob offer, or similar interest that might be affected by the particular procurement. n. FEMA considers an "apparent" conflict of interest to exist where an actual conflict does not exist, but where a reasonable person with knowledge of the relevant facts would question the impartiality of the employee, officer, or agent participating in the procurement. c. Gifts. The officers, employees, and agents of the Participating Public Agency nor the Participating Public Agency ("NFE') must neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts. However, NFE's may set standards for situations in which the financial interest is de minimus, not substantial, or the gift is an unsolicited item of nominal value. 2 C.F.R. § 200.318(c)(1). d. Violations. The NFE's written standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the NFE. 2 C.F.R. § 200.318(c)(1). For example, the penalty for a NFE's employee may be dismissal, and the penalty for a contractor might be the termination of the contract. Contractor Integrity A contractor must have a satisfactory record of integrity and business ethics. Contractors that are debarred or suspended, as described in and subject to the debarment and suspension regulations implementing Executive Order 12549, Debarment and Suspension (1986) and Executive Order 12689, Debarment and Suspension (1989) at 2 C.F.R. Part 180 and the Department of Homeland Security's regulations at 2 C.F.R. Part 3000 (Non -procurement Debarment and Suspension), must be rejected and cannot receive contract awards at any level. Notice of Legal Matters Affecting the Federal Govemment In the event FTA or DOT funding is used by Participating Public Agency, Contractor agrees to: 1) The Contractor agrees Nat if, current or prospective legal matter that may affect the Federal Government merges, Ne Contactor shall promptly notify Ne Pamcipating Public Agency of the legal matter no accordance with 2 C.F R. §§ 180.220 and 1200.220. 2) The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a legal disageeme rt in any forum for any reason. 3) The Contractor further agees to include the above clans, in each subcontmct, at every tier, financed in whole or in part with Federal assistance provided by the FTA. Public Policy A contractor must comply with the public policies of the Federal Government and state, local government, or tribal government. This includes, among other things, past and current compliance with the: a. Equal opportunity and nondiscrimination laws b. Five affirmative steps described at 2 C.F.R. § 200.321(b) for all subcontracting under contracts supported by FEMA financial assimace; and FEMA Procurement Guidance June 21, 2016 Page IV- 7 c. Applicable prevailing wage laws, regulations, and executive orders Affirmative Steps For any subcontracting opportunities, Contractor must take the following Affimiative steps 1. Placing qualified small and minoritybusinesses and womerrs business enterprises on soltcimtton lists, 2. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; 3. Drv,ding total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women, business enterprises, 4. Establishing delivery schedules, where the requirement pertains, which encourage participation by small and minority businesses, and women's business enterprises; and 5. Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce Prevallinq Wawa Reaulrements When applicable, the awarded Contractor(,) and any and all subcontractor(,) agree to comply with all laws regarding prevailing wage rates including the Davis -Bacon Act, applicable to this solicitation and/or Participating Public Agencies. The Participating Public Agency shall notify the Contractor of the applicable pricing/prevailing wage rates and must apply any local wage rates requested. The Contractor and any subcontractor(,) shall comply with the prevailing wage rates set by the Participating Public Agency. Federal Reaulmments If products and services are issued in response to an emergency or disaster recovery the items below, located in this FEMA Special Conditions section of the Federal Funds Certifications, are activated and required when federal funding may be utilized. 2 C.F.R. 6 200.326 and 2 C.F.R. Part 200. ADoendix IL Reauired Contract Clauses 1. CONTRACT REMEDIES Contracts for more than the federal simplified acquisition threshold (SAT), the dollar amount below which an NFE may purchase property or services using small purchase methods, currently set at $250,000 for procurements made on or after June 20, 2018,4 must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms and must provide for sanctions and penalties as appropriate. 1.1 Applicability This contract provision is required for contracts over the SAT, currently set at $250,000 for procurements made on or after June 20, 2018. Although not required for contracts at or below the SAT, FEMA suggests including a remedies provision. 1.2 Additional Considerations For FEMA's Assistance to Firefighters Grant (AFG) Program, recipients must include a penalty clause in all contracts for any AFG-funded vehicle, regardless of dollar amount. In that situation, the contract must include a clause addressing that non -delivery by the contract's specified date or other vendor nonperformance will require a penalty of no less than $100 per day until such time that the vehicle, compliant with the terms ofthe contract, has been accepted by the recipient. This penalty clause should, however, account for force majeure or acts of God. AFG recipients should refer to the applicable years Notice of Funding Opportunity (NOFO) for additional information, which can be accessed at FEMA.gov. 2. TERMINATION FOR CAUSE AND CONVENIENCE a Standard. All contracts to excess of $10,000 must address termination for cause and for conveineby the non -Federal entity, including the manner by which it will be effected and the basistor, settlement. $gg2 C.F.R Part 200, Appendix II(B). b. Aral ty. This requirement applies to all FEMA grant and cooperative agreement programs 3. EQUAL EMPLOYMENT OPPORTUNITY When applicable: a Standard Except as otherwise provided under 4t CT R. Pad 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 Fed. Reg. 12319, 12935, 3 C.F R Part, 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. Part 60 (Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor). See 2 C F R Part 200, Appendix II(C) b. KevDeFimiti i Federally Assiainn(`nntract Themgulationat41CFR§W- 1.3 defines a Yederally a sisted construction contract- as any agreement o in dfication thereof between any applicant and a person for construction work which is paid for in whole or in part with funds obtained from the Government or borrowed on the credit of the Government pursuant to any Federal program involving a grant, contract, loan, insurance, or guarantee, or undertaken pursuant to any Federal program involving such grant, contract, loan, insurance,or guarantee, or any application or modification thereof approved by the Governmentfor a grant, contract, ur= rr��R loan, insurance, or guarantee under which the applicant itself participates in the construction work. ii. Construction Work The regulation at 41 C F.R § 60-1.3 defines "construction work" as the constriction, rehabilitation, altembon, conversion, extension, demolition or repair of buildings, highways, or other changes or rmprovements to real property, including facilities providing utility services The term also includes the supervialon, inspection, and other ..site fiinctons incidental to the actual construction. G Anolicabilily. This requirement applies to all FEMA grant and cooperative agreement programs d Required Laneuaee. The regulation at 41 C.F.R. Part 60-1.4(b) requires the insertion of the following contract clause. Durinc the nerfonnance of this contract. the contractor agrees as follows: (1) The contactor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensnm that applicants are employed, and that employees are heated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin Such action shall include, but not be limited m the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause (2) The contractorwill, in all solicitations oradverusements foremployees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to me, color, religion, se,, sexual orientation, gender identity, o narionalorigin. (3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicanthas inquired shoat, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants m a part ofmch employee's essentialjob functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaintor charge, in furtherance ofan investigation, proceeding, hearing, or action, including ve,tigafon conducted by the employer, or is consistent with the contractors legal duty to fiunish information. (4) The contractor will send in each labor union or representative fwork,, with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workersrepresentatives of the contractors commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The contractor will comply with all provisions of Executive Order 11246 of September ri-7 Tr' r 24, 1965, and ofthe rules, regulations, and relevant orders of the Secretary of Labor (6) The contractor will famish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such mlce, regulations, and orders. (7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said roles, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for former Govemmmt contracts or federally assisted construction contracts in accordance with time domes authm—d in Executive Order 11246 of September 24, 1965, and such other sanamns may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by mle, regulation, or order of the Secretary of Labor, or as otherwise provided by law (8) The contractor will ...lode the portion ofthe sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless erupted by mles, regulations, or orders ofthe Secretary ofLabor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor wig take such when with rospect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States. The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract. The applicant agrees that it will assist and cooperate actively with the administenng agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance. The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Goverment contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or •� suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings. 4. DAVIS-BACON ACT a Standard. All prime construction contracts in excess of $2,000 awarded by non- Federal entities most Incl.de.provision forcompliance with the Davis -Bacon Act (40 U S.C. §§ 3141- 3144 and 3146-3148) s supplemented by Department of Labor regulations at 29 CF R. Part 5 (Labor Standards Provarons Applicable to Contracts Covering Federally Financed and Assisted Constroction). See 2 C.F.R. Part 200, Appendix IND) In accordance with the statute, card actom must be required to pay wages to labomrs and mechanics at a rate not less than the pr.. ling wages specified in a wage determination made try the Secretary of Labor. In addition, contractors must he required to pay wages not less than once a week. Ia Aeuhcabdily. The Davis -Bacon Act applies to the Emergency Management Preparedness Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program, and Transit Security Grant Program C Reamrements If applicable, the non-federal entity, mustdo thefollowing i. The non -Federal early 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 ofthe wage determination. The non - Federal entity must report all suspected or reported violations to the Federal awarding agency. ii. Additionally, pursuant 2 C.F.R. Part 200, Appendix BID), contracts subject to the Davis - Bacon Act, most also include a provraon for comphance with the Copeland "Anti - Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulation at 29 C.F.R. Part 3 (Contractors and Subcontractors on Poblic Budding or Public Work Financed in Whole or to Part by Loans or Grants from the United States). The Copeland Anti- Kickback Act provides that each contractor or subrecipient most be prohibited from inducing, by any m any person employed in the conamactioq 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 FEMA. iii. 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 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covenng Federally Financed and AssrstedConeraction"). Suaoested Lemma— The following provides a sample contract clause: Commliance with the Davis -Bacon Act. a. All transactions regarding this contract shall be done in compliance with the Davis -Bacon Act (40 U SC 3141-3144, and 3146-3148) and the requirements of 29 C.F.R. pt. 5 as may be applicable. The contractor shall comply with 40 U.S.C. 3141- 3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as applicable. b. Contractors amrequired to pay wages to laborers and mechanics at a rate not less than va the prer1mg wages specrfred m a wage determination made by the Secretary of Labor. C Additionally, wntractors are mqu and to pay wages not less than once a week 5. COPELAND ANTI -KICKBACK ACT a Standard. Recipient and subreciptent contracts must include a provision for compliance with the Copeland "Ann -Kickback" Act (40 U.S.C. 3145), as supplemented by Department of labor regulations (29 CPR Pan 3, "Contractom and Subcontractors on Public Building or Public Work Financed in Whole or in Pan by Loans or Grants from the United States"). Ili Awlieduhty This requirement applies to all contracts for comatmctio , or repair work above $2,000 in situations where the Davis -Bacon Act also applies. It DOES NOT apply to the FEMA Public Assistance Program. C Reenactments. If applicable, the non-federal entity must include a provision for compliance with the Copeland "Anti -Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations at 29 C.F.R Part 3 (Contractors and Subcontractors on Public Building or Public Work Froan.edinWholeormPartbyLoans.rC—sfromthe United States) Eachwntractormantradmamt must beprohrbited from inducing, by any means, anyperson employed in the wnstmction, completion, or repair ofpublic work, m giveup any part ofthe compensationmwhich he orsheis otherwise entitled. The non -Federal entity must report all suspected or reported violations to FEMA. Additionally, in accordance with the regulation, each contractor and subcontractor must furnish each week a statement with respect to the wages paid each of its employees engaged in work covered by the Copeland Anti - Kickback Act and the Davis Bacon Act during the precedmg weekly payroll period The report shall be delivered by the contractor or subcontractor, within seven days after the regular payment date of the payroll pond, to a representative of a Federal or State agency in charge at the site of the building or work Samnle Lannuaae. The following provides a sample contract clause: Comohance with the Cooeland "Anti -Kickback' Act a Contractor. The contractor shall comply with 18 U.S.C.§874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract. b. Subcontracts. The contactor or subcontractor shall resent in any subcontracts the clause b.. su ove and such other clauses m FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all fthe. contract clanses u c Breach Amcachofte contract clauses above may be grounds forterminauon of the contract, and for debarment as a contractor and subcontractor as provided in 29 C F R- §5.12" 6. CONTRACT WORK HOURS AND SAFETY STANDARDSACT i. Standard. Where applicable (see 40 U.S.C. §§ 3701-3708), all contracts awarded by the non - Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department ofLaborregulations at 29 C.F.R. Part 5. See 2 C.F.R. Part 200, Appendix II(E). Under 40 U.S.C. § 3702, each contractor must be required to compute the wages ofevery mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week rs permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of Day for all hours worked in excess of 40 hours in the work week. Further, no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous. It. Applicability. This requirement,pplhes to all FEMA contracts awardedbythenon-federal entity in t._of$l00 ru)0dergiant dcooperathve agoememprogria s that involve the employment of mechanics or jruan aborers. It is applicable to construction work. These requirements do not apply to the purchase of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. c. Snaee,ted Ianenaee The regulation at 29 C.F.R. § 5.5(b) provides contract clause language concerning compliance with trn o Contract Work Hours and Safety Standards Act FEMA suggests including the fllowing contract clause: Comoliancs with the Contract Work Hours and Safety Standards Act. (1) OvertimeregW caenrs.Noconaactororsubcontractorcontractingforanypartofthecommct workwhichmaymquir—rinvolvetheemploym®toflaborers ormechanics shallrequveorpermit any such laborer or mechanic iv any workweek in which he or she is employed on such work to work in s of forty hours in such workweek unless such laborer or mechanic receives ompensaho, at a rote not less than one and one-half times the basic rote of pay for all hours worked in excess of forty hems in suchworkweek (2) Violation, habihryfor unpaid wages, hgaidateddamage, la the event ofmy violation of the clause set forth in paragraph (b)(1) oftbis section the contractor and any anlaurnm torresponsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case ofwork done under contract for the District ofColumbra a territory, to such Dismet or to such temtory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (b)(1) of this section, in the sum of $27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (b)(1) of this section. (3) Withholding for unpaid wages and hgurdared damages The Federal agency or ri'7 Tr' r loan/grant recipient shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) of this section. (4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (b)(1) through (4) ofthis section and also a clause requiring the subcontractors to include these clauses many lower her subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower her subcontractor with the clauses set forth in paragraphs (b)(1) through (4) oftrssection. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT ORAGREEMENT a. Standard Ifthe FEMA award over, the defiamon of "funding agreement" under 37C F R § 401.2(a) and the non -Federal entity 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 non- Federal entity must comply with the requirements of 37 C.F.R. Part 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 FEMA. See 2 C.F.R. Part 200, Appendix II(F). b. Aoo1—Inlily. This requitement applies to "y nding agreements," but it DOES NOT apply to the Public Assistance, Huard MitigntonGrantProgram, Fire ManagementAsshstance Grant Pmgraro, Crisis Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program, and Federal Assistance to Individuals and Households — Other Needs Assistance Grant Program, as FEMA awards under these programs do not meet the defmiu m of 'funding agreement" c. Formin, Aereements Definition The regulation at 37 C.F.R. § 401.2(a) defines "funding agreement" . any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any contractor for the performance of experimental, developmental, or research work funded in whole or in part by the Federal government. This term also meludes any assignment, substitution ofparthes, or subcontract ofany type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph. CLEAN AIR ACT AND THE FEDERAL WATER POLLUTION CONTROLACT a. Standard. If applicable, contracts must contain a provision that requires the contractor In agree to ,,reply 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 most be reported to FEMA and the Regional Office of the Environmental Protection Agency. �Soa 2 C.F.R Part 200, Appendix II(G). u b. Aovhcabhlity. This requirement applies to contracts awarded by a non-federal entity of amounts in excess of $150,000 under a federal grant. e Succested Losonace Thefollowmgpm idesasamplecontraciclause. Clean Air Acl 1. The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act as amended, 42 U.S.C. § 7401 at seq. 2. The contractor agrees to report each violation to the Participating Public Agency and understands in and agrees that the Participating Public Agency will, in m, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office 3. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided byFEMA. Federal Water Pollution Control Act 1. The contractor agrees to comply with all applicid hmandards, orders, o regulations issued pmsuant to the Federal Water Pollution Control Act, as amended, 33 U S.0 1251 et seq 2. The contractor agrees to report each violation to the Participating Public Agency and understands and agrees that the Participating Public Agency will, in hum, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. 3. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or inpart with Federal assistance provided byFEMA. 9. DEBARMENT AND SUSPENSION a. Standard. Non -Federal entities and c—frowns are subject to the debarment and snspension regulations implementing Executive Order 12549, Debarment and Sup ensfon (1986) and Executive Order 12689, Debarment and Suspension (1989) at 2 C.F R Part 180 and the Department of Homeland Security's regulations at 2 C.F.R. Part 3000 (Non -procurement Debarment and Suspension) b. Avnlicability. This requirement applies to all FEMA grant and cooperative agreement programs c. Rm ents. rd'7 Tr' r i. These regulations restrict awards, subawards, and contracts with certain parties that are debarred, suspended, or otherwise excluded from or ineligible for participation in Federal s.ismnce programs and activities. See 2 C F R Part 200, Appendix II(H), and 2 C F R. § 200.2B. A contract award must not be made to parses listed in the SAM Exclusions. SAM Exclusions is the list maintained by the General Services Administration that coutams the —mes of parties debancd, suspended, or otherwise excluded by agencies, as well as Parties declared ineligible under military or regulatory authority other than Executive Order 12549. SAM exclusions can be accessed at www.sam ov See 2 C F.R. § 180 530. II. In general, an "excluded" party cannot receive a Federal grant award or a contract within the meaning of a "covered transaction," to include subawards and subcontracts. This includes parties that receive Federal firming indirectly, such as commetors to recipients and subreciphents The key to the exclusion hs whether there is a "covered tansactioq" which is any non -procurement transaction (unless excepted) at either a `primary" or "secondary" tier, Although ' covered transactions" do not include contracts awarded by the Federal Government for purposes of the non -procurement common mle and DHS's implementing regulations, it does include some contracts awarded by recipients and sub—prents. Specifically, a covered transaction includes the following contracts for goods or services: 1. The contract is awarded by a recipient or adaiscipiert in the amount of at least $25,000 2. The contract requires the approval ofFEMA, regardlessofamount. 3. Thecontract is for federally -required audit —ices. 4. A subcontract hs also a covered transaction rfit is awarded by the counces ofa recipient or subrecipient and requires either the approval of FEMA or is in excess of$25,000 d. cnceested I.a�eoaee_ The following provides a debarment and suspension clause. It incorporates in optional method of verifying that contractors are not excluded or disqualified. Suspension and Debarment (1) This contrsd is a covered marsaction for purposes of2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such, the contractor is requited to verifythat none ofthe contractor's principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.P.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (2) The contractor must comply with 2 C.F.R. pt. I80, subpart C md2 C.F.R. In. 3000, subpart C, and must include a requirement to comply with these regulations in any lower her covered transaction it enters into. (3) This certification is a material represenmtion ffact relied upon by the Participating Public Agency. If it is later determined that the contractor did not comply with 2 C.F.R. of 180, subpart C and 2 C.F.R. pt 3000, subpart C, in addition to remedies available to the Participating Public Agency, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4) Thebidderorproposer agrees to comply with the requirements o172 C F.R pt. 180, subpart C and 2 C F.R pt 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requrring such compliance in its lower tier covered transactions 10. BYRD ANTI -LOBBYING AMENDMENT a. Standard. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of my agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in correction with obtaining any Federal contract, grant or any other award covered by 31 U.S.0 § 1352. FEMA's regulation at 44 C.F.R. Part 18 implements the requirements of 31 U.S C. § 1352 and provides, to Appendix A to part 18, a copy of the certrficatiov that is required to be completed by each entity as described in 31 U.S.0 § 1352. Each tier most also disclose any lobbying with non -Federal hinds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to her up m the Federal awarding agency- b. Anolicability. This requirement applies to all FEMA gent and cooperative agreement programs. Contractors that apply or bid for a contract of$100,000 or more under a federal grant must file the required ceri ificadon S_ee2 C F.R Part 200, Appendix II(I); 31 U.S.C. § 1352; and 44 C.F.R. Part 18. e S.—adLon-we Bvrd Anti-Lobbvina Amendment. 31 U.S.C. & 1352 (as amended) Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certffes to the ter above that it will not and has not 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. Each tier shall also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from ter to tier up to the recipient who in turn will forward the certffcation(s) to the awarding agency. d. 1,gUL LL'.eroficaiinn. If applicable, contractors most sign and submit to the non-federal entity the following certification. APPENDIX 44 C F R PART 18—CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee ofan agency, a Member ofCongress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding fany Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the -tension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. Mary fiords other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of my agency, a Member ofCongess, an officer or employee ofCongmss, or an employee of a Member of Congress m rrection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to Report Lobbying;' in accordance with its instruchons. 3. The undersigned shall mgmre that the language ofthis certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contacts under grants, loans, and cooperanve agreements) and that all subrecipients shall cemfy and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Contractor, W.W. Grainger, Inc._, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. Chap. 38, Administrative Remedies for False Claims and Statements, apply to this certification and disclosure, if any. Signature of Contractor's Authorized Off Ken White, National Government Sales Manager Name and Title of Contractor's Authorized Official 3/28/24 Data i•J fit' r 11. PROCUREMENT OF RECOVERED MATERIALS e. Standard. A von -Federal evtity that is a state agency m agency of a pohtical subdivision of. state and its contractors most comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act 5�2 C.F R. Part 200, Appendix U(.I), and 2 C F R § 200.322 b. Applicability. This requirement applies to all contracts awarded by a non- federal entity under FEMA grant and cooperative agreement programs c. Reauimarm a. The requirements of Section 6002 include procuring only items designated in guidelines of the EPA at40 C.F.R. Part 247 that contain the highest percentage oftecovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exoceds $10,000 or the value ofthe quantity acquired by the preceding fatal 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. it. Suggested Lave —. 1. In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA -designated items unless the product carrot be acquired- 1. Competitively witltin a w—fiame providing for compliance with the contract perminconceschedule; 2. MeeMg contract performance requvements; or 3. Atare mubleprice. il. Information about this requirement, along with the list fEPA- designated items, is available at EPA's Comprehensive Procurement Guidelines web site, litres.//www.eve.eov/emm/comvrehensive-vmcuremen[-midelive-cve-vmeram. H. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act." 12. DOMESTIC PREFERENCES FOR PROCUREMENTS As appropriate, and to the extent consistent with law, CONTRACTOR should, to the greatest extent practicable under a federal award, provide a preference for the purchase, acquisition, or use of goods, products or materials produced in the United States. This includes, but is not limited to, iron, aluminum, steel, cement, and other manufactured products Applicability For purchases in support of FEMA declarations and awards Issued on or after November 12, 2020, all FEMA recipients and subrecipients are required to include In all contracts and purchase orders for work or products a contract provision encouraging domestic preference for procurements Domesticereference for Procurements As appropriate, and to the extent consistent with law, the contractor should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced In the United States This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer -based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber." 13. ACCESS TO RECORDS ri-7 Tr' r a. Standard. All recipients, subrecipients, successors, traneferces, and assignees most acknowledge and agree to comply with applicable provisions governing DHS access to records, accounts, documents, ,,formation, Facilities, and staff. Recipients most give DHS/FEMA access to, and the right to examine and copy, records, accounts, and other documents and sources of mfien—lion related to the federal financial assistance award and permit access to facilities, personnel, and other individuals and mm—non as may be necessary, as required by DHS regulations and other applicable laws or program guidance. See DHS Standard Terms and Conditions: Version 8.1 (2018). Additionally, Section 1225 of the Disaster Recovery Reform Act of 2018 prohibits FEMA from providing reimbmsemem to any start, local, tribal, or territorial government, or private mn-profit for activities made pursuant to a contract that purports to prohibit audits or internal reviews by the FEMA administrator or Comptroller General Access to Records. The following access to records requirements apply to this contract i The Contractor agrees to provide Participating Public Agency, the FEMA Administrator, the Comptroller General of the United States, or any of then authorised represemat—a access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and Irmscnptions. r. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonablyneeded. Ie. The Contractor agrees to provide the FEMA Administrator or his authorized representatives access to construction or other work sites pottering to the work being completed under the contract. Iv. in compliance with the Disaster Recovery Act of2018, the Participating Public Agency and the Contractor acknowledge and agree that no language in this contract is intended to prohibit audits or imemal reviews by the FEMA Administrator or the Comptroller General ofthe United States. 14. CHANGES a. Standard. To be eligible for FEMA assistance under the non -Federal entity's FEMA grant or cooperative agreement, the war ofthe change, modification, change order, or eonstmctive change most be allowable, allocable, within the scope of its giant or cooperative agrcement, and reasonable for the completon of project scope. b Avulicabil . FEMA recommends, therefore, that a non -Federal entity include a changes clause in its contract that describes how, if at all, changes can be made by either party to alter the method, price, or schedule ofthe work without breaching the contract. The language ofthe clause may differ depending on the nature of the contract and the end -item procured. 15. DHS SEAL, LOGO, AND FLAGS a. Standard. Recipients must obtain permission prior to using the DHS seal(s), logos, crests, or reproductions of flags or likenesses ofDHS agency officials.5e DHS Standard Terms and Conditions: Version 8.1(2018). b. Aoolicabillty. FEMA recommends that all non -Federal entities place in their contracts a provision Nat contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre -approval. c "The contmetor shall not use the DHS seal(.), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre -approval. 16. COMPLIANCE WITH FEDERAL LAW, REGULATIONS, AND EXECUTIVE ORDERS a Standard. The recipient and its contractors are required to comply with all Federal laws, regulations, and executive orders. b. Aoohoabrhrv. FEMA recommends that all non -Federal entities place into then contracts an acknowledgement that FEMA financial assistance will be used to fund the contract along with the mqurcement that the contractor will comply with all applicable Federal law, regulations, executive orders, and FEMA policies, procedures, and directives. c. `"This is an acknowledgement that FEMA financial assistance will be used to fund all ma portion ofthe contract. The contractor will comply with all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and drmctives " 17. NO OBLIGATION BY FEDERAL GOVERNMENT a Standard. FEMA is not a party m any transaction between the recipient and its contractor. FEMA is not subject to any obligations or hable to any party for any matter relating to the contract b AnolirealiN. FEMA recommends that the non -Federal entity include a provision in its contract that states that the Federal Government is not a party to the contract and is not subject to any obligations or liabilities to the non -Federal entity, contractor, or any other party pertaining W any matter resulting from the contract. c. `The Federal Govemment is not a party to this contract and is not subject to any obligations or liabilities to the non -Federal entity, contractor, or any other party pertaining to any matter resulting from the contract" 18. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS a. Standard. Recipients must empty with the requirements of The False Claims Act (31 U.S.C. §§ 3729-3733) which prohibits the submission of false or fraudulent claims for payment to the federal government. See DHS Standard Terms and Conditions: Version 8.1 (2018); and 31 U.S.C. §§ 3801-3812, which details the administrative remedies for false claims and statements made. The non -Federal entity must include a provision in its contract that the contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to its actions pertaining to the contract. b Aoolicala . FEMA recommends that the non -Federal entity include a provision in its contract that the contractor acknowledges that 31 U S.C. Chap. 38 (Administrative Remedies for False Claims and Statement) applies to its actions pertaining to the contract. c 'The Contractor acknowledges that 31 U S C. Chap 38 (Adrmmstra ire Remedies for False Claims and Statement) applies to the Contractor's actions pertaining to this contract" it jn the event FTA or DOT funding is used by a Participating Public Agency, Contractor further acknowledges U.S. DOT regulations, "Program Fraud Civil Remedies," 49 CFR Part 31, and apply to its actions pertaining to this Contract. Upon execution of the underlying Contract, Contractor certifies or offices the andifuiness and accuracy of any statement it bas made, it makes, it may make, or causes to me made, pertming to the underlying Contract or the FTA assisted project for which this Contract Work is being performed. I addition to other penalties that may be applicable, Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certificafion, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on Contractor to the extent the Federal Government deems ri'7 Tr' r appropdate Contractor also acknowledges that if it makes, or causes to me made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307 (n)(1) on the Contractor, to the extent the Federal Government deems appropriate. Contractor agrees to include the above clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 19. CLEAN WATER STATE REVOLVING FUNDS (CWSRF) AND DRINKING WATER STATE REVOLVING FUNDS (DWSRF) Should agencies be utilizing Clean Water State Revolving or Drinking Water State Revolving Funds, the following may apply as indicated by the Participating Public Agency: a Neither the State, the U S. EPA, nor any of its departments, agencies, or employees, are or will be a party to resulting work or local agreements when CWSRF or DWSRF are utilized. b. All laborers and mechanics employed by contractors and subcontractors on projects on project funded directly by or assisted in whole or m part by and through the Clean Water State Revolving Funds (CWSRF) or the Drinking Water State Revolving Funds (DWSRF) shall be paid wages at ones not less than those prevailing on projects ofa character similar or the locality as determined by the Secretary of Labor in accordance with subchapter IV of chapter 31 oftifie 40, United States Code. Wages to be paid on this project will be govemed by the Department ofLabor Wage General Decision or Decisions included in the bid documents for this project. c. Equal Opportunity in Employment — All qualified applicants will receive consideration for employment without regard to race, color, religion, sex (including pregnancy), sexual orientation, gender identity, national origin, age (40 or older), disability or genetic information Bidders on this work will be required to comply with the Department of Labor regulations at 41 CFR Part 604, relating to Construction Contractors -- Affirmative Action Requirement, which include the Presidents Executrve Order No. 11246, as amended by Executive Order 11375 and Executive Order No. 13672, in the award and administration of contacts awarded under TWDB financial assistance agreements. Failure by the Contractor to carry out these requirement is a material breach, which may result in the termination alibi awarded f cral assistance. d. Contractors shall comply with all record keeping and reporting requirements under the Clean Water Act/Safe Drinking Water Act, including any reports required by a Fedeal agency or the Finance Authority such as performance indicators of program deliverables, infomatio. on costs and project progress. The Participate understands that (I) each contact and subcontract related to the Project is subject to audit by appropriate federal and state entities and (ii) failure to comply with the Clean WaterAer/Saf, Drinking Water Act and this Agreement may be a default hereunder that results in a repayment of the Loan inadvance ofthe maturity ofthe Bonds and/or other remedial actions. The Davis -Bacon prevailing wage requirements apply to Contractors and Subcontractors performing on federally funded or assisted o aracts in excess of $2,000 for the construction, aIwmtion or repair (including painting) of a treatment works project under the CWSRF or a commuchon project under the DWSRF. e. For prime contract in excess of $100,000, Contractors and Subcontractors must also, under the provisions of the Contract Work Hours and Safety Standards Act, as amended, pay laborers and mechanics, including guards andwatchmee at least one and one-helffimes their u regular rate of pay for all hours worked over 40 in a workweek. The Fair Labor Standards Act may also apply to Davis -Bacon covered contracts. f. Anycontactsor subcontracts in excess of$2,000 ..at include thapowisions ofDavis-Bacon Wage Rate Requirements. g. Any local agreements or work awarded underthis solicitation are subject to the American how and Steel (AIS) requirements of Section 608 of the Federal Water Pollution Control Act if CWSRF or DW SRF am involved. As such, the Contractor hereby represents and warrants to and for the benefit of the Participating Public Agency that(,) the Connector has reviewed and understm ds the American Iron and Steel Requnement (b) all of the non suit steel products used in CWSRF or DWSRF related projects will be and/or have been produced in the in United S rcs a manner that compltes with the American Iron and Steel Requirement unless a waiver ofthe requirement is approved, and (c) the Contracmr will provide any further verified information, certification or assurance of compliance with this paragraph, r reformation necessary to support a waiver of the American Iron and Steel Requitement, as may be requested by the Paricipanng Public Agency. Notwithstanding any other provision of this Agreement, any failure to comply with this paragraph by the Contractor shall permit the Participating Public Agency to enforce this Agreement and recover as damages against the Contractor any loss, expense, or cost (including without limitation attorney's fees) meurred by the Participating Public Agency resulting tram any such failure (including without limitation any impairment or loss of finding, whether in whole or in part. Offeror agrees to comply with all terms and conditions outlined in the FEMA Special Conditions section of this solicitation. Please see Letter of Clarification. Offerors Name W W. Grainger. Inc Address, City, State, and Zip Code: 100 Grelogm Parkway. Lake Forest, IL 60045 Phone Number: 8004724643 Fax Number: NA Printed Name and Title of Authorized Representative: Ken While, National Government Sales Manager Email Address: ken.white(olamnoereom Signature of Authorized Representative: Date: 3/28/24 ri'7 Tr' r FEDERAL TRANSIT ADMINISTRATION (FTA) AND DEPARTMENT OF TRANSPORTATION (DOT) SPECIAL CONDITIONS Awarded Suppliers) (also referred to as Contractors) may be asked to provide products and services to agencies following Federal Transit Administration and/or Department of Transportation requirements. By submitting a response, the Supplier is accepting these FTA and DOT Special Conditions. @p GOVERr1MEN77 gqBLIf)ATIgI TOTNIRD P�RTIEJS These req ivemenia do not apply io micro-purcfizses ($10,000 or less, except for construction contracts over $2,000). (1) The Participating Public Agency and comractor/vew or acknowledge and agree that notwithstanding any coatemonve by the Federal Government in or approval ofthe solicitation or award ofthe underlying contract, absent the express written risen[ by the Federal Govemment the Federal Govemment is not a party to this contract and shall not be subject many obligations or liabilities m the purchaser, contractor, or any other parry (whether in not a party to that contract) pertaining toany matter resulting tram the underlying contract. (2) The contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA It is firmer agreed that the clause shall not be modified, except toidentify the subcontractor who will be subject to it provisions. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS These requirements do not apply to micro -purchases ($10,000 or less, except for construction contracts over $2,000) (1) The contractor acknowledges that the provisions ofthe Program Fraud Civil Remedies Act of 1986, es amended, 31 U S.0 3801 et seq and US. DOT regulations, "Program Fraud Civil Remedies, "49 CFR Pan 31, apply to its actions pertaiumg to this Project. Upon execution of the underymg contract, the contractor cemfies or efforts the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that my be applicable, the contractor farther, acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement m.. .... weemfieatin o, the Federal Govemmre raiment serves the right to impose the penalties of the Program Fraud Civil Remedies Ad of 1986 on the contractor to the extent the Federal Govemment deems appropriate. (2) The contactor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or cetifcation to the Federal Govemment under a co user connectedwith a p g,etthatrsfir enced n whole or n partwith Federal assistance origi n,11y awarded by FTA under the authority of 49 U.S.C. 5307, the Government reserves the right to impose the penalties of 18 U.S.C. 1001 and 49 U.S.C. § 53230) on the contractor, to the extent the Federal Government deems appropriate. (3) The contractor agrees to include the above two clauses in each subcontract maimed to whole or to pint with Federal ssismaceprovided by FTA It is farther agreed that the clause, shall not bemodified, except m identify the subcontractor who will be subject to the provisions. af(:ESJr RFCC D4 AND REPORTS (iJA relAdeniwn. TL Contmdor will retain, and will require its subcontractors ofalltiers to retain, complete and readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents, reports, statistics, sub -agreements, leases, subcontracts, arrangements, other third party agreements of any type, and supporting metenals related to those records. (2) Retention Period. The Contractor agrees to comply with the record retention requirements in accordance with 2 C.F.R. § 200.333. The Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of at not less than three (3) years after the date oftermmation or expiration ofthis Contract, except in the event of litigation or settlement of claims arising from the performance of this Contact, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto. (3) Access to Records. The Contractor agrees to provide sufficient access to FTA and its contractors to inspect and audit records and information related to performance of this contract as reasonably may be required. (4) Access to the Sites of Performance. The Contractor agrees to permit FTA and its contractors access to the sites of performance ender this contract as reasonably may be required. u FEDERALCHANGES (1) Contractor shall at all trues complywith all apphcableFTA regulations, pohwes, proeedo- and duecuves, including without laudation those listed directly or by reference in the Master Agreement between Pardmise and ETA, as they may be mended or promulgated from nice to time during the term of this contract Contractor's f alure to so comply shall constitute a material breach ofthis Contract Contractor agrees to: a) Mamma all books, records, a,coumx and reports required under this Contract for a period of not less than three (3) years after the date oftenninatron or expiration ofthis Contract or any extensions thereof except in the event of litigation or settlement of claims ansing from the performance of this Contract, n which ease Contractor agrees to maintain same until Public Agency, the FTA Administrator, the Comptroller General, or any all duly authorized representatives, have disposed ofall such litigation, appeals, claims or exceptions related thereto. b) Permit any of the foregoing parses to inspect all work, materials, payrolls, and other data and records with regard to the Project, and to audit the books, records, and accounts with regard to the Project and to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed for the purpose of auditand examination. FTA does not require the inclusion of these requirements ofArticle 1.01 in subcontracts. Reference 49 CFR 18.39 (a)(11). CIVIL RIGHTS /TITLE VI REQUIREMENTS The Participating Public Agency is an Equal Opportunity Employer. As such, the Participating Public Agency agrees to comply with all applicable Federal civil rights laws and implementing regulations. Apart from inconsistent requirements imposed by Federal laws or regulations, the Participating Public Agency agrees to comply with the requirements of 49 U.S.C. § 5323(h) (3) by not using any Federal assistance awarded by FTA to support procurements using exclusionary or discriminatory specifications. Under this Agreement, the Contractor shall at all times comply with the following requirements and shall include these requirements in each subcontract entered into as part thereof. (1) Nandi scrrmmation -In accordance with Title VI ofthe Civil Rights Act, as mended, 42 U S C 20000d, section 303 of- Age Discrimination Act ofl975,asmended,42U.SC 6102, section 202 ofthe Americans with disabilities Act of 1990, 42 U.S C 12132, and Federaltransit law m49 U S.0 5332, the contractor agrees Mat it will not discriminate agmst any employee or applicant foremploymentbecause of race,color,creed, national origin, sex, age, ordisability In addition, the conactor tragrees to comply with applicable Federal implementing regulations -it other implementing requirements FTA may issue (2) Ecual Emolownear O000rtunirv-The following equal employment opportunity requirements apply to the underlying contract (a) Race, Color, Creed, National Origin, Sex In accordance with Title VII of the Civil Rights Act, as mended, 42 U S.C. § 2000e at seq., and Federal —sit laws at 49 U.S.0 § 5332, the Contractor agrees to comply with all applicable equal employmem opportunity requirements of U S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Depant rtmeof Labor," 41 C Ii chapter 60, and Executive Order No 11246, "Equal Employment Opportunity in Federal Employment," September 24, 1965' 42 U.S.C. § 2000e note, as mended by any later Executive Order that mends or supersedes it, referenced in 42 U.S.C. § 2000e note. The Contractor agrees to take affirmative action to ensure that applicants me employed, and that employees are treated during employment, without regard to their race, color, religion, national origin, or sex (including sexual orientation and gender hdenmy). Such action shall include, but not be limited to, the following: employment, promotion, demotion or transfer, recruitment or rectmtment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for framing, mcludmg apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Age - In accordance with the Age Discrimination in Employment Act, 29 U SC §§ 621-634, U.S Equal Employment Opportunity Commission (U.S EEOC) regulations, "Age Discrimination in Employment Act," 29 C.1i part 1625, the Age Discrimination Act of 1975, as amended, 42 U.SC § 6101 et seq., U.S Health and Human Services regulations, "Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance," 45 C.F.R. part 90, and Federal mount law at 49 U.S.C. § 5332, the Contractor agrees to refram from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements ETA may issue. (c) Disabilities - In accordance with section 504 ofthe Rehabilitation Act of 1973, as mended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 at seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. §4151 at seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (3) The contractor also agrees to include these requirements in each subcontract financed whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. INfORPOi N OF FTA 4220.1 F TERMS (i) The preceding provisions include, m part, cenom m alud Terms and Conditions required by DOT, whether or not expressly set to% in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220, IF, dated November 1, 2008, are hereby incorporated by ref moo. Anything to the contrary herein notwithstanding, all FTA-mandated teens shall be deemed to control in the event of a conflict with other provisions contained in this Agreement The contractor shall not perform any act, fail to perform any act, or refuse to comply with any Participating Public Agency request, which would cause the Participating Public Agency to be in violation of the ETA terms and conditions (2) Flow Down - The incorporation of ETA terms has unlimited flow down. DISADVANTAGED BUSINESS ENTERPRISE (DBE) The contractor, subrecipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance ofthis contract The contractor shall carry out applicable requirements of 49 C.F R. part 26 in the award and administration of DOT -assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to: 1) Withholding monthly progress payments; 2) Assessmgsanctions; 3) Liquidated damages; and/or 4) Disqualifying the contractor from future bidding as inn -responsible. 49 C F.R- § 26 13(b) 5) Non-Dk immatma A—mucea Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. Contractor shall carry out all applicable requirements of49 CFR Part 26 tin the award and administration of DOT -assisted contracts. Failure by Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or other such remedy as public agency deems appropriate Each subcontract Contractor signs with a subcontractor must include the assurance in this paragraph. (See 49 CPR 26.13(b)). 6) Promot Payment Contractor is required to pay each subcontractor performing Work under this prime Contract for satisfactory performance of that work no later than thirty (30) days after Contractor's receipt of payment for that Work from public agency. In addition, Contractor is required to return any retainage payments to those subcontractors within thirty (30) days after the subconnsctor's work related to this Contract is satisfactorily completed and any hens have been secured Any delay or postponement ofpaymcnt from the above time frames may occmonly for goodcause following written approval ofpubhc agency. This clause applies to both DBE and on -DBE subcontractors Cmunomr must promptly notify, public agency whenever a DBE mb ontracmr performing Work related to this Contract is terminated or fails to complete its Work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same mount of work. Contractor may not terminate any DBE subcontractor and perform that Work through its own forces, or those of an affiliate, without prior written consent of Participating Public Agency 7) DBEProeram. In connection with the performance ofthis Contract, Contractor will cooperate with public agency inmeeting its commitments and goals to ensure that DBEs shall have the maximarn practicable opportunity to compete for subcontract work, regardless of whether a connect goal is at for this Contract. Contractor agrees to use good faith efforts to carry out a policy in the award of its ur= rr��R subcontracts, agent agreements, and procurement contracts which will, to the fullest extent, utilize DBEs consistent with the efficient performance of the Contract. ENERGY CONSERVATION REQUIREMENTS Contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plans issued under the Energy Policy and Conservation Act, as amended, 42 U.S.C. Sections 6321 at seq. and 41 CFR Part 301-10. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS 1) The preceding provisions include, in pan, certain Standard Terris and Conditions required by DOT, whether car not expressly set forth in the preceding contract provisions All contractual provrsrons regmred by DOT, as set forth an FTA Crroular 4220.1F, dated November 1, 2008, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA-mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement The contractor shall not perform any act, fail to perform any act, or refuse to comply with any Particrpahng Public Agency request, which would cause the Participating Public Agency to be in violation of the FTA terms and conditions. 2) Flow Down-TheineorporanonofFTAtermshasunlrmitedflowdown SUSPENSION AND DEBARMENT The Contractor shall comply and facilitate compliance with U.S. DOT regulations, "Nonprocurement Suspension and Debarment," 2 C.F.R. part 1200, which adopts and supplements the U.S. Office of Management and Budget (U.S. OMB) "Guidelines to Agencies on Government Wide Debarment and Suspension (Nonprocurement)," 2 C.F.R. part 180. These provisions apply to each contract at any tier of $25,000 or more, and to each contract at any tier for a federally required audit (irrespective of the contract amount), and to each contract at any tier that must be approved by an FTA official irrespective of the contract amount. As such, the Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally funded contract and are not presently declared by any Federal department or agency to be: a) Debarred from panicipation in any federally assisted Award; b) Suspended from participation in any federally assisted Award; c) Proposed for debarment from participation many federally assisted Award; d) Declared ineligible to participate rn any federally assisted Award; e) Voluntarily excluded form participation in any federally assisted Award; or 0 Disqualified from participation in ay federally assisted Award. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by the AGENCY. If it is later determined by the AGENCY that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the AGENCY, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. part 180, subpart C, as supplemented by 2 C.F.R. part 1200, while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. NOFEDERALG ERNMENT OBLIGAT®RS TO THIRD PARTIES Agency and Contractor acknowledge and agree that, absent the Federal Government's express written consent and notwithstanding any concurrence by the Federal Government in or approval of the solicitefion or award of the underlying Contract, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to agency, Contractor, or any other party (whether or note party to that contract) pertaining to any matter resulting from the underlying Contract. Contractor agrees to include the above clause in each subcontract financed in whole or in part with federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. ri-7 Tr' r CARS REFERENCE REQUIREMENTS Use of United States -Flag Vessels. The contractor agrees: 1) To use privately owned United States -Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo [am, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fan and reasonable rates for United States -Flag commercial vessels. 2) To banish within 20 working days following the data of loading for shipments originating within the United States or within 30 days following the date of loading for shipments originating outside the United States, a legible copy of a rated, "on -board" commercial ocean bill-of-ladmg in English for each shipment of cargo descnbed in the preceding paragraph to the Division ofNatronal Cargo, Office ofMarketDevelopment,Mantime Administration, Washington D.0 20590 and the F[A recipient (through the contractor in the case of a subcontractor's ball -of lading). 3) To includetheserequrrements mall sabcontractsrsauedpursuantto the coatractwhen the subcontract mayrnvolve the transport of equipment, materials, or commandants by ocean vessel. FLY AMERICA Fly America Requirements: 1) Defninoas. As used at this clause- "International air transportahon" means transportation by air between a place in the United States and a place outside the United States or between two places both of which are outside the United States. "Untied States" means the 50 States, the District of Columbia, and oatlymg areas. "U.S.-flag air carrata"anewas an air artier holding a certificate order 49 U.S.C. Chapter 411. 2) When Federal funds are used to fond travel, Section 5 of the International Air Transportation Fair Competmve Practices Act of 1974 (49 U S.C. 40118) (Fly America Act) requires contractors, recipients, and others use U.S.- flag air carriers for U.S Gov ent-financed international air transportation of personnel (and their personal effects) or property, to the extent that service by those camera is avmlable. It requires the Comptroller General of the United States, in he absence of satisfactory proof of the necessary for foreign -flag air transportation, to disallow expenditures from hinds, appropriated or otherwise established for the account fthe United States, for intematronal air transportation secured aboard a foreign -flag an tamer if a U.S.-flag air tamer is available to provide each services. 3) If available, the contractor, in performing work order this contract, shall use U.S.-nag carriers for international air transportation of personnel (and their personal effects) or property 4) In the event that the contractor selects a comer other than a U.S.-fling air carrier for international air transportation, the contractor shall include a statement on vouchers involving such transportation essentially as follows: Statement of Unavailability of U.S.-Flag Air Callers International air transportation of persons (and their personal effects) or property by U.S.-flag air carrier was not available or it was necessary to use foreign -flag air carrier service for the following reasons. See FAR § 47.403. Stated Reason(s) 5) Thecontractorshallincludetlies.bstanceoftbis,lause,includingthisparagraph,ineachsub...hurt or purchase under this contract that may involve intematronal air transportation. u RECYCLED PRODUCTS 1) The Contractor agrees to provide a pref ce for those products and services that conserve natural resources, protect the environment, and are energy efficient by complying with and facilitating compliance with Section 6002 of the Resource Conservation and Recovery Act as amended, 42 U.S C. § 6962, and U.S. Environmental Protection Agency (U.S. EPA), "Comprehensive Procurement Guideline for Products Containing Recovered Materials," 40 C.F.R. part 247. CONFORMANCE WITH ITS NATIONAL ARCHITECTURE When applicable: 1) Contractor shall conform, to the extent applicable, m the National Intelligent Transportation Standards ..hit.— as required by SAFETEA-LU Section 5307(c), 23 U S C. Section 512 and as amended by MAP-21 23U.S.0§517(d),noteandfollowtheprovmsiorssofFTANotico,"FTANational Architecture Policyon Transit Projects," 66 Fed. Reg.1455 et seq., January 8, 2001, and any other implementing directives FTA may issue at a later data, except to the extent FTA determines otherwise in writing. ADA ACCESS 1) In accordance with section 504 of the Rehabihtanon Act of 1973, as amended, 29 U S.C. § 794, the Amenwas with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq, the Amhrtecmml Barriers Act of 1968, as mended, 42 U.S.C. § 4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. SAFE OPERATION OF MOTOR VEHICLES 1) Seat Belt Use- The Contractor is encouraged to adopt and promote on-the-job seat belt use polmciesandprograms for its employees and other personnel that operate company -owned vehicles, company- rented vehicles, or personally operated vehicles. The terms "company -owned" and "company -leased" refer to vehicles owned or leased either by the Contractor or Participating Public Agency. 2) Durrncted Dnoer - The Contractor agrees to adopt and enforce workplace safety policies to decrease crashes caused by dimtiacted drivers, including policies to ban text messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rants, a vehicle Course- owns, leases, or rents, or a privately -owned vehicle when on official business in connection with the work performed under this agreement. PROMPT PAYMENT 1) The Prime Contractor shall pay any Subcontractor for work that has been satisfactorily performed no later than thirty (30) days from the date ofthe Prime Contractor's receipt clench payment made by the Participating Public Agency Additionally, within thirty (30) days of satisfactory completion of all work required of the Subcontractor, the Prime Contmcmr shall release any retamage payments withheld to the Subcontractor FTA PROTEST NOTIFICATION A protestant must exhaust aff Participating Public Agency Procurement administrative procedures and remedles before pursuing a protest with the FTA. 1) Any and all protests shall be in writing and shall be filed with the Purchasing Manager with the Participating Public Agency A protest relating to the process for determining the most responsive and responsible contractor shall be filed within five (5) business days after the protestor knows or should have known the basis of the determination The Contract Officershallrospondm a protestwithmnouncon(14) calendar days after Ne receipt ofth, protest The Purchasing Manager may grant the Contract Officer an extensors fartherespomse ifwarranted. A request for reconsideration of any and all determinations by the Contract Officer shall be filed with the Purchasing Manager within seven (7) calendar days after the receipt of the determination. ri-7 Tr' r 2) A protest shall include: a. Then e, address, and telephone number, including FAX number if available, of the protestor, b. The signature of the protestor or authorized representative; C. Identification of the coneact/-licimtion; d. A detailed statement of the legal and/or factual grounds ofprotest including copies and/or citations of relevant documents, and; e. The form ofreli,frequeafad 3) If any of the above information is omitted or incomplete, then the Protestor shall be notified, in writing, within two (2) calendar days after that determination, and the Protestor shall have two (2) calendar days in which to remedy the specified problem. 4) The Participating Public Agency will not make award prior to the resolution of a protest, or open bids prior to resolution of a protest filed before bid opening unless the Purchasing Manager determines in writing that it is in the best interests of the Participating Public Agency or in keeping with Item 7 of this procedure to do otherwise. Potential contractors will be advised of a pending protest if the protest is filed before award. 5) The Purchasing Manager may allow for an informal conference on the merits of a protest with all interested parties allowed to attend, interested parties include all bidding contractors, and may also include a subcontractor or supplier provided they have a substantial economic interest in a portion of the IFB or RFP 6) The Purchasing Manager shall mspond "in writing", in detail, to each substantial issue raised in the protest. The Purchasing Manager has the sole authority to make deternmations for the Participating Public Agency, and a determination shall be considered final when it is labeled as such. A request for reconsideration will be allowed by the Purchasing Manager if he determines that data has become available that was not previously known, or that there has been an error of law or regulation. 7) The Participating Public Agency may proceed with procurement when a protest is pending if the Participating Public Agency determines that: a. The items tobeprocured areurgently required; b. Delivery mperfrnnance will be unduly delayed by cannot, make the award promptly; or C. Failure m make award will otherwise cause man, harm to the grantee for the Federal Govemmem 8) FTA will only entertain spiciest that alleges: a. The Participating Public Agency failed to have or m adhwem its protest pmcedwes, w failed w review a complaint or protest; or b. VmolationsofFederillaworregulation. 0 I I 9) A protest to PTA most be filed in accordance with FTA Circular 4220.I17, available from the Contract Officer Specifically, proteslora shall file a protest with FTA Region 9 or FTA Headquarters Office no later than five (5) days after. a final decision is rendered under the Participating Public Agency's protest procedure. In instances where the protestor alleges that the Participating Public Agency failed to make a final determination on the protest, protestors shall file a protest with FTA not later than five (5) calendar days after the protester knew or should have known of the grantee's failure in rooder a final determinstmn on the protest. A protest filed with FTA shall a. Include the name and address ofthe protestor In. Identifythegrantee,p Jectnumber,andthe numberofthe tiontsohcrtation c. Contain a statement ofthe grounds for protest and any supporting documentation. This should detail the alleged failure to have or adhere to protest procedures, failure to review a complaint or protest; or Violation of Federal law or regulation. Include a copy of the local protest fled with the grantee and a copy of the grantee's decision, d any. ri-7 Tr' r Exhibit G New Jersey Business Compliance NEW JERSEY BUSINESS COMPLIANCE Suppliers intending to do busmess in the State of New Jersey must comply with policies and procedures required under New Jersey statues. All offerors submitting proposals must complete the following fortes specific to the State of New Jersey. Completed forms should be submitted with the offeror's response to the RFP. Fmlure to complete the New Jersey packet will impact OMNIA Partners' ability to promote the Master Agreement in the State of New Jersey. DOC #1 Ownership Disclosure Form DOC #2 Non -Collusion Affidavit DOC#3 Affirmative Action Affidavit DOC#4 Political Contribution Disclosure Form DOC #5 Stockholder Disclosure Certification DOC #6 Disclosure of Investment Activities in Iran, Russia and Belarus DOC #7 New Jersey Business Registration Certificate DOC #8 EEOAA Evidence DOC #9 MacBride Principals Form New Jersey suppliers are required to comply with the following New Jersey statutes when applicable: • all anfl-discrimination laws, including those contained in N.J.S.A. 10:2-1 through N.J.S.A. 10:2-14, N.J.S.A. 10.5-1, and N.J.S.A. 10:5-31 through 10:5-38, • Prevailing Wage Act, N.J.S.A. 34:11-56.26, for all contracts within the contemplation ofthe Act; • Public Works Contractor Registration Act, N.J.S.A. 34:11-56.26; and • Bid and Performance Security, as required by the applicable municipal or state statutes. DOC #1 N.J S.A. 52.25-2T4.2 ��.L. 1977, C.3E as am nldsed 6y P.L. 2016, c.43) This statement shall be completed, certified to, and included with all bid and proposal submissions. Failure to submit the required information is cause for automatic rejection of the bid or proposal. Name of Organization: W.W. Grainger. Inc. Organization Address: 100 Grainger Parkway. Lake Forest. IL 60045 Part I Check the box that represents the type of business organization: [ Sole Proprietorship (skip Parts IT and III, execute certification in Part IV) [Non -Profit Corporation (skip Parts II and III, execute certification in Part IV) ®Foo-Profit Corporation (any type) [Limited Liability Company (LLC) [ Partnership [ Limited Partnership [ Lunited Liability Partnership (LLP) 0 Other (be specific): for Drofit/Dublicly traded comoration. Part II ® The list below contains the names and addresses of all stockholders in the corporation who own 10 percent or more of its stock, of any class, or of all individual partners in the partnership who own a 10 percent or greater interest therein, or of all members in the limited liability company who own a 10 percent or greater interest therein, as the case may be. (COMPLETE THE LIST BELOW IN THIS SECTION) OR [ No one stockholder in the corporation owns 10 percent or more of its stock, of any class, or no individual partner in the partnership owns a 10 percent or greater interest therein, or no member in the limited liability company owns a 10 percent or greater interest therein, as the case may be. (SHIP TO PART IV) (Please attach additional sheets if more snare is neededl: Name of lndliidual or Business Entity Nome Address (for Individuals) or Business Address 4he Vanguard Group (investment firm) 100 Vanguard Boulevard, Malvern, PA 19355 10.61 rN'7 Tr' r Part III DISCLOSURE OF 10% OR GREATER OWNERSHIP IN THE STOCKHOLDERS, PARTNERS OR LLC MEMBERS LISTED IN PART II If a bidder has a direct or indirect parent entity which is publicly traded, and any person holds a 10 percent or greater beneficial interest in the publicly traded parent entity as of the last annual federal Security and Exchange Commission (SEC) or foreign equivalent filing, ownership disclosure can be met by providing links to the website(s) containing the last annual filing(s) with the federal Securities and Exchange Commission (or foreign equivalent) that contain the name and address of each person holding a 10 % or greater beneficial interest in the publicly traded parent entity, along with the relevant page numbers of the filing(s) that contain the information on each such person. Attach additional sheets If more space is needed. I Website(URL) containingthe lastannual SEC(orforeign equivalent) filing Page lrs o parent: Grainger rs the parent I I Please list the names and addresses of each stockholder, partner or member owning a 10 percent or greater interest in any corresponding corporation, partnership and/or limited liability company (LLC) listed in Part 11 other than for any publicly traded parent entities referenced above. The disclosure shall be continued until names and addresses of every noncorporate stockholder, and individual partner, and member exceeding the 10 percent ownership criteria established pursuant to N.J.S.A. 52:25-24.2 has been listed. Attach additional sheets if more space is needed. Stockholder/Partner/Member and Corresponding Nome Address (for Individuals) or Business Address Entiw Listed in Part II Vanguard is an rnvesonent management firm oumed by is investors and is not publicly traded Part IV Certification I, being duly awom upon my oath, hereby represent that the foregoing information and any attachments thereto to the best of my knowledge are tine and complete I acknowledge: that I am authorized to execute this certification on behalf of the bidder/proposer, that the <name of contracting unit, is relying on the information contained herein and that I am under a continuing obligation from the date of this certification through the ompletion of any contracts with <type ofcontracting unit, to notify the <type of contracting unit, in writing of any changes to the information contained herein; that I am aware that it is a cominal offense to make a false statement or misrepresentation in this certification, and if I do so, I am subject to criminal prosecution under the law and that it will constitute a material breach of my agreement(s) with the, permitting the <type of contracting unit, to declare any contracts) resulting from this certification void and unenforceable. ��t�National Full Name(Print) Title Maria erSignature: �v Data 1 1121124 1 DOC #2 NON -COLLUSION AFFIDAVIT STANDARD BID DOCUMENT REFERENCE Reference: VII-H Name of Form: NON -COLLUSION AFFIDAVIT Statutory Reference: No specific statutory reference State Statutory Reference N.J.S.A. 52:34-15 Instructions Reference: Statutory and Other Requirements VII-H The Owner's use of thus form is optional. It is used to ensure that Description: the bidder has not participated in any collusion with any other bidder or Owner representative or otherwise taken any action in restraint of free and competitive bidding. GRAINGER. 6) NON-COLLUSIONAFFIDAVIf State ofNevdersey LIA1 &dffl Couotyof lyn..,c�Car ss: I, Ken White residing in Highlands Rnch (mex�lf 1 (v«ormuti�ipGry) in the County of Douglac and State of Colomdo of full age, being duly mom according to law on my with depose and say that: I am National Government Sales Mallaeer of the firm of W.W. Gmineer. Inc. (69•«IwrNm) N•m•ore«s the bidder making this proposal for the bid entitled City of Ttleson RFP 240078 and that I executed the said proposal with (Uaeof6NpopoW7 fidl authority to do w that said bidder has not, directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free, competitive bidding in connection with the above named project; and that all statements contained in said proposal and in this affidavit are true and correct, and made with full knowledge that the City of Tucson relies upon the with of the statements contained in said Proposal (o�xcwmaagw0 and in the statements contained in this affidavit in awarding the contract for the said project. I further warrant that an person or selling agency has been employed or retained to solicit or secure such contract upon an agreement or Understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees or bona fide established commercial a selling agencies maintained by v!,1. '; MbE2 Subscribed and sworn to before me the day 24JAanCil 207t} No pu rc My Commission eaphes i (Seal) U Ken white (Type or print name of affiant Under Signature) o V11M""I Ft: RY PalLK-STat or COLOM00 NO TARY ID 20IM022062 OMMISSION EXPIRES JUL 9, 2026 u DOC #3 AFFIRMATIVE ACTION AFFIDAVIT (P.L. 1975, C.127) Company Name: W.W. Grainger, Inc. Street: 100 Grainer Parkwav City, State, Zip Code: Lake Forest. IL_ 60045 Proposal Certification: Indicate below company's compliance with New Jersey Affirmative Action regulations. Company's proposal will be accepted even if company is not in compliance at this time. No contract and/or purchase order may be issued, however, until all Affirmative Action requirements are met. Reauired Affirmative Action Evidence: Procurement, Professional & Service Contracts (Exhibit A) Vendors most submit with or000sal: 1 A photocopy of a valid letter that the contractor is operating under an existing Federally approved or sanctioned affirmative action program (good for one year from the date of the letter); OR CS photocopy of a Certificate of Employee Information Report approval, issued in accordance with N.J.A.C. 17:27-4; OR 3. A photocopy of an Employee Information Report (Form AA302) provided by the Division of Contract Compliance and Equal Employment Opportunity in Public Contracts and distributed to the public agency to be completed by the contractor in accordance with N.J.A.C. 17:27-4. Public Work —Over $50.000 Total Protect Cost: A. No approved Federal or New Jersey Affirmative Action Plan. We will complete Report Form AA201. A project contract ID number will be assigned to your firth upon receipt of the completed Initial Project Workforce Report (AA201) for this contract. B. Approved Federal or New Jersey Plan — certificate enclosed I further certify that the statements and information contained herein, are complete and correct to the best of my knowledge and belief. 3128124 )Mr WASA' Date Authorized Signature and Title ri-7 Tr' r DOC #3, continued P.L. 1995, c. 127 (N.J.A.C. 17:27) MANDATORY AFFIRMATIVE ACTION LANGUAGE PROCUREMENT. PJj N�AL AND SERVICE During the performance of this contract, the contractor agrees as billows The contractor or subcontractor, where applicable, will not rimcnatmate against any employee or applicant for employment because of age, race, creed, color, national m gm, ancestry, marital status, se , affectional or sexual ientatron The contractor will take affirmative action to ensure that such applicants are reemited and employed, and that employees are heated during employment, without regard to their age, race, creed, color, national origin, ancestry, marital status se , af&,t,,,al or sexual orientation. Such action shall mcfde, bat not be limited to the fllowmg: employment, upgrading, demotion, or transfer; recmitment or recruitment advertrsi,g; layoff or termination; rates ofpay or other forts ,fcompensanor; and selection for trammg, iucludmg apprenticeship. The contractor agrees to post conspicuous places, available to employees and applicants for employment, notices to be provided by the Public Agency Compliance Officer setting forth provisions of this non-disen rmatom clause. The contractor or subcontractor, where applicable will, in all solicitations m advertisement for employees placed by or on behalfofthe contractor, state that all qualified applicants will receive consideration for employment without regard to age, race, creed, color, national origin, acesoy, marital scams sex, aff tianal or sexual orientation. The contractor or subcontractor, where applicable, will send to each labor union or representative of workers with which it has a collective bargamrng ago emem or other contract or understanding, a notice, to be provided by the agency can officer advising the labor union or workers' representative of the contractor's commnments under this act and shall post copies of the notice in conspicuous places available to employees and applicants for employment. The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the Treasurer pursuant to P.L. 1975, a 127, as amended and supplemented from nine to time and the Americans with Disabilities Act. The contractor or sub c..towtor agrees to attempt in good £atilt to employ minority and female workers trade consistent with the applicable county employment goal prescribed by N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time or in accordance wah a binding determination of the apphcable counry employment goals determined by the ARirmanve Action Office pursuant to N.J.A.C. 17:27-5.2 promulgated by the Treasmer pursuant to P.L. 1975, C.127, as amended and supplemented from time to trine. The contractor or subcontractor agrees to inform in writing appropriate recruitment agencies in the area, including employment ageneres, placement bureaus, colleges, universities, labor unions, that it does not discriminate on the basis of age, creed, color, national origin, ancestry, marital status, sex, affoetional or sexual orientation, and that it will discontinue the use of any re—torent agency which engages in direct or indirect discnminatory practices. The contractor or subcontractor agrees to revise any of it testing procedures, if necessary, to assure that all personnel testing conforms with the principles ofmb-related testing, as established by the statures and court decisions of the crate of New Jersey and as established by applicable Federal law and applicable Federal coon decisions The contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading and lay-off to ensme that all such actions are taken without regard to age, creed, color, national ongm, ancestry, marital stains sex, affecom al or sexual cnenmtion, and conform with the applicable employmentgoals, co earstentwrN the statutes and cow decisions of the State of New Jersey, and applicable Federal law and applicable Federal court decisions. The contractor and its subcontractors shall famish such reports or other documents to the Affirmative Action Office as may be requested by the office from trine to time in order to cany out the purposes of these mgulatinns, and Pablo; agencies shall fiunish such information as may be requested by the Affirmative Action Office for conducting a compliance investigation pursuan[to cnhchanter la of the Adminict ire ('.ride—iA('.17�2T. Signman, of Procurement Agent u DOC #4 C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Public Agency Instructions This page provides guidance to public agencies entering into contracts with business entities that are required to file Political Contribution Disclosure forms with the agency. It is not intended to be provided to contractors. What follows are instructions on the use of form local units can provide to contractors that are required to disclose political contributions Pursuant to N.1.S.A. 19:44A-20.26 (P.L. 2005, c. 271, s.2). Additional information on the process is available in Local Finance Notice 2006-1 (htro'//www ni.eov/dca/divisions/dies/resourcea/Ifs 2006.him1). Please refer back to these instructions for the appropriate links, as the Local Finance Notices include links that are no longer operational. 1. The disclosure is required for all contracts in excess of $17,500 that are not awarded pursuant to a "fair and open" process N( JS.A 19:44A-20.7) 2 Due to the potential length of some contractor submissions, the public agency should consider allowing data to be submitted iv electronic frm (i.e_, epreadeheet pdf file, etc) Submissions mustbe kept withthe contmct documents an appropriate computer file and be available for public access The form is warded to accept this alternate submission. The text should be amended if electronic submission will not be allowed. 3. The submission most be received from the contractor and on file at least 10 days prior to award of the contract. Resolutions of award should reflect that the disclosure has been received and is on file. 4. The contractor must disclose contributions made to candidate and party committees covering a wide range ofpubhc agencies, including all public agencies that have elected officials in the county, ofthe public agency, state legislative positions, and vmicas state entities. The Division of Local Government Services recommends that contractors be provided a list of the affected agencies. This will assist contractors in determining the campaign and political committees ofthe officials and candidates affected by the disclosure. a The Division has prepared model disclosure forams for each county They can be downloaded from the "County PCD Foma" link on the Pay -to -Play web site at httn://wavw_ni env/drz/diviainns/dles/nmerarrw/Incl html#12_ They will be updated from time -to -time as necessary. b A public agency using these forms should edit them to properly reflect the correct legislative distrid(s) As the forms are county -based, they list all legislative districts in each county Districts that do not represent the public agency should be removed from the thus. c. Some contractors may find it easier to provide a single list that covers all contributions, regardless of the county. These submissions are appropriate and should be accepted. it The form may be used "as -is", subject to edits as described herein. e. The "Cont,actor Instructions" sheet is amended to be provrded with the form It is recommended that the Instmctions and the form be printed on the same piece ofpaper The form notes that the Instructions are printed on the back of the form; where that is not the case, the text should be edited accordingly. E The form cis a Word document and can be edited W meet local needs, and posted for download on web saes, used as an _mail attachment, or pmvrded as a printed document. 5. It is recommended that the contractor also complete a "Stockholder Disclosure Certification" This will assist the local unit in its obligation in ensure that contractor did not make any prohibited contributions to the committees listed on the Business Entity Disclosure Certification in the 12 months prior to the contrail (See Local Finance Notice 2006-7 for additional information an this obligation at hit.//www 20061mah. A sample Certification form is part ofthrs package and the instruction to complete it cis included in the Contractor Instmctions, NOTE: This section is not applicable W Boards of Education. Not Applicable to Grainger DOC #4, continued ri-7 Tr' r C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Contractor Instructions Business entities (contractors) re Mug contracts from awarded m a public agency that am NOT ato rded pursuant a "fair open" prod a[ ponces, (defined A e19:44A-20 7) are subject W the provisions of P L 2005, c 271, s2 (N I S.A 19 44A. 20.26) This law provides that 10 days prior W the award of such a contract, the contractor shall disclose contributions to • any State, county, or municipal an home ofa political parry • any legislative leadership committee' • any continuing political committee(a.k.a, political action committee) • any candidate committee of a candidate for, or holder of, an elective office: of the public entity awardmg the contrucm of that county in which that public entity is located of another public entity within that county e or of a legislative district in which that public entity is located or, when the public entity is a county, of any legislative district which includes all or part of the county The disclosure must list reportable contributions to any of the committees that exceed $300 per election cycle that were made during the 12 months prior to award of the contract. See N.J.S.A. 19:44A-8 and 19:44A-16 for more details on reportable connibutons. N.I.S A. 19:44A-20.26 itemizes the parties from whom contributions must be disclosed when a business entity is not a natural person This includes the following: • individuals with an "interest" ownership or control of more than 10 % ofthe profits or assets of a busmess entity or 10 % ofthe stock in the case of a business entity that is a corporation for profit • all principals, partners,officers, or directors ofthe business entity, or then spouses • any subsidiaries directly or indirectly controlled by the business entity • IRS Code Section 521 New Jersey based organizations, directly or indirectly controlled by the business entity and filing as continuing political committees, (PACs). When the business entity cis a natural person, "a contribution by that person's spouse or child, residing therewith, shall be deemed to be a contribution by the business entity" fN.J S.A. 19 44A.20.26(b)] The contributor must be listed on the disclosure Any business entity that fails W comply with the disclosure provisions shall be subject to a fine imposed by ELEC in an amount to be determined by the Commission which maybe based upon the mount that the business entity failed to report. The enclosed list of agencies is provided to assist the contractor in identifying those public agencies whose elected official and/or candidate campaign committees me affected by the disclosure requrmarenm. It is the commuctor's responsibility, W identify the specific committees W which contributions may have been made suit need to be disclosed. The disclosed o formation may exceed the minimum requirement. The enclosed form, a content -consistent facsimile, or an electronic data file containing the required details (along with a signed cover sheet) may be used as the contractor's submission and is disclosable to the public under the Open Public Records Act. The contractor must also complete the attached Stockholder Disclosure Certification. This will assist the agency an meeting its obligations under the law. NOTE: This section does not apply to Board of Education contracts. `N 7 S A 19:44A-3(s): "The tear "legislative leadership committee" means a committee established, authorized to be established, m designated by the President of the Senate, the Minority Leader of the Senate, the Speaker of the General Assembly or the Minority Leader of the General Assembly pursuant W section 16 of P.L.1993, c.65 (C. 19:44A- 10. 1) for the purpose of receiving contributions and making expenditures." u DOC #4, continued C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Required Pursuant to N.J.S.A. 19:44A-20.26 This form or its permitted facsimile must be submitted to the local unit no later than 10 days prior to the award of the contract. Part I — Vendor Information Vendor Name: Iww crnnga, I. I Address: 1 lW 6rwnge, P.kway City: ILA Foreso State: IL Zip: 60045 The undersigned being authorized to certify, hereby certifies that the submission provided herein represents compliance with the provisions of N.J.S.A. 19:44A-20.26 and as represented by the Instructions accompanying this form. Ken White National Government Sales Manager Signature Printed Name Title Part II — Contribution Disclosure Disclosure requirement: Pursuant to N.J.S.A. 19:44A-20.26 this disclosure must include all reportable political contributions (more than $300 per election cycle) over the 12 months prior to submission to the committees of the government entities listed on the form provided by the local unit. ❑ Check here if disclosure is provided in electronic form Contributor Name Recipient Name Date Dollar Amount No wnmbutwns $ I I I I I I I I I I I I I I I ❑ Check here if the information is continued on subsequent page(s) ri-7 Tr' r DOC #4, continued List of Agencies with Elected Officials Required for Political Contribution Disclosure N.J.S.A. 19:44A-20.26 County Name: State: Governor, and Legislative Leadership Committees Legislative District #s: State Senator and two members of the General Assembly per district. County: Freeholders County Clerk Sheriff lC unty Executive) Surrogate Municipalities (Mayor and members of governing body, regardless of fitle) USERS SHOULD CREATE THEIR OWN FORM, OR DOWNLOAD FROM THE PAY TO PLAY SECTION OF THE DLGS WEBSITE A COUNTY -BASED, CUSTOMIZABLE FORM. GRANGER. 1111nalcluxtecanizem, DOC H5 STOCKHOLDER DISCLOSURE CERTIFICATION NameofBasiness: I cerfify that the list below contains the names and home addresses ofall stockholders holding 10% or more of the issued and outstanding stock of the undersigned. OR 13 I certify that no one stockholderowns 10 % or more of the issued and outstanding stock of the undersigned. Check the box that represents the type of business organization: OPartnership EICapmation Sole Proprietorship OLimited partnership OLirnitedLiability Corporation 13Limited Liability pamu,,bip 13subehaphn S Corpordfion Sign and notarize the form below, and, if necessary, complete the stockholder fist below. Stockholders: 'Name: The vanguard Group Name: (invahaeal firm) ]Do 10.61 % Home Address: Home Address: 100 Vanguard Blvd. Malvern, PA 19355 Name: Name: Home Address: Home Address Name: Name: Home Address: Home Address: .IIM 5absmlled adawwnheraemc[hit ZYthyaf 'K11Mdh. Z zo (Na1Ry PuhliI smrrox ps assx m KenWW.NaWnal GovenrlRM Sales Malwger ,,, � q,„`" oarammmame (Pdalame@ndeofalTat) my Cammrmm.*.gga)._,%/J7jp dWNSW 43W130 (CmOoma Sal) ri-7 Tr' r DOC #6 DISCT.OST IRF, OF rNVFSTMF,NT ACTTVTTTF,S TN IR AN RI TWA AND RFLARI IS NJ.S.A. 52:32-57, et seq. (P.L. 2012, c.25 and P.L. 2021, c.4) and N.J.S.A. 52:32-60.1 Pursuant to N.J.S.A. 52:32-57, et seq. (P.L. 2012, c.25 and P.L. 2021, c.4) and N.J.S.A. 52:32-60.1 any person or entity that submits a bid or proposal or otherwise proposes to enter into or renew a contract most certify that neither the person ennty, n any of its parents, sabsi liames, o, affiliates, is identified on the New Jersey Department of the Treasury's Chapter 25 List es a person or entity engaged in investment activities m Iran, Russia or Belams. The Chapter 25 list is found on the Division's websne at hrtns://www_atate in oa/teeasmv/narahase/ VendorsBidders mast review this list pnor to completing the below certification. If the Qualified Purchasing Agent of the Atlantic County Utilities Authority finds a person or enmy to be in violation of the law, he shall take action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debarment or suspension of the party. certify, pnrsnantm N J.S.A 5232-57, et ,,, (RL 2012, c25 and P L 2021, c 4), and N IS A.52 32-60.1 Mat nenber the Vendor/Bidder listed above nor any of as parents, wbsidiaries, or affiliat—s listed on Me New Jersey Deparhnent of the Treasury's Chapter 25 Lister ❑enorm determined to be engaged in pndabned nova- in Iran, Russia or Belams. X OA ❑ Iamuoable to certify as above because the VendorBidderand/oroae or more ofirl parents, subsidiaries, or unhowa is listed on Me New Jersey Department of Me Treasury's Chapter 25 List. I will provide a dcnaled, accum[e and precise desaiption of the activities of Me VendorBidder, or one of its parents, subsidiaries or afihow, has engaged in regards, invesnnent acuities in Inn by completing the ailbouanon requested below Entity Engaged in Investment Activities Relationship to Vendor/ Bidder Description of Activities Duration of Engagement Anticipated Cessation Date Au-hAdditional Sheers [fNeeevsary. CFRTIFICATIDN I, the undersigned, certify that I am authorized to execute this certification on behalf of the Vendor, that the foregoing information and any attachments hereto, to the best of my knowledge are true and complete. 1 acknowledge that the ACUA is relymg on the information contained herein, and that the Vendor is under a c���aµ r� nbl( nn ,from the date ofthis cart' Cleatron through the completion of any contract(s) with the ACUA to nod y the as fled Purchasing Agent m writing of any changes to the information contained harem; that I am more that rt is a criminal offense to make a false statement or m�srepresentahon m this certification. If I do so, I will be subject to criminal moseeution under the law, and n will cons) rate a material breach ofmy agreement(s) with the ACUA, I am permuting the ACUA to declare any contract(s) resulting from this certification void and unenforceable. Ken White +!ialtr 1A4 Printed Name ofA.dhorizedAg-, Sign—ofAuth-i,,dAgW National Government Sales Manager 3/28/24 Till, Date W.W. Grainger, lac. Company Name u DOC #7 NEW JERSEY BUSINESS REGISTRATION CERTIFICATE (N.J.S.A. 52:32-44) Offerors wishing to do business in New Jersey must submit their State Division of Revenue issued Business Registration Certificate with their proposal here. Failure to do so will disqualify the Offeror from offering products or services in New Jersey through any resulting contract. httDs://www.niDortal.com/DOR/BusinessReeistration/ Please see Grainger's current State Division of Revenue issued Business Registration Certificate. Tvvi.#'C4— L % 441W is TIN*%1 m Pp Y� Yi,13�rCR LALJmr L MR JCL 1 ra•�i Im �I,•rlel aM ri-7 Tr' r DOC #8 EEOAA EVIDENCE Equal Employment Opportunity/Affirmative Action Goods, Professional Services & General Service Projects EM/AA Evidence Vendors are required to submit evidence of compliance with N.J.S.A. 10:5-31 et seq. and N.1.A.C. 17:27 in order to be considered a responsible vendor. One of the following must be included with submission: • Copy of Letter of Federal Approval • Certificate of Employee Information Report (see below) • Fully Executed Form AA302 • Fully Executed EEO-1 Report See the guidelines at: htms://www state.ni.us/treasury/contract coin limn /documems/ndf/euidehnes/na.Ddf for further information. I certify that my bid package includes the required evidence per the above list and State website. Name: Ken White Title: National Government Sales Manager i+l+�!•� Signature: Date: 03-28-24 CERTIFICATE OF EMPLOYEE INFORMATION REPORT Tyr.. irmnann .Nnrmo✓aan i - bOfl� oiKof t DOC #9 MACBRIDE-PRINCIPLES TATE OF NEW JERSEY DEPARTMENT OF THE TREASURY IVISION OF PURCHASE AND PROPERTY 3 WEST STATE STREET, P.O. BOX 230 RENTON, NEW JERSEY 08625-0230 MACBRIDE PRINCIPALS FORM BID SOLICITATION #: 240078 VENDORBIDDER: W.W. Grainer. Inc. VENDOR'S/BIDDER'S REQUIREMENT TO PROVIDE A CERTIFICATION IN COMPLIANCE W TH THE MACBRIDE PRINCIPALS AND NORTHERN IRELAND ACT OF 1989 Pursuant to Public Law 1995, c. 134, a responsible Vendor/Bidder selected, after public bidding, by the Director of the Division of Purchase and Property, pursuant to N.J.S.A. 52:34-12, most complete the certification below by checking one of the two options listed below and signing where indicated. If a Vendor/Bidder that would otherwise be awarded a purchase, contract or agreement does not complete the certification, then the Director may determine, in accordance with applicable law and rules, that it is to the best interest of the State to award the purchase, contract or agreement to another Vendor/Bidder that has completed the certification and has submitted a bid within five (5) percent of the most advantageous bid. If the Director finds contractors to be in violation of the principals that are the subject of this law, he/she shall take such action as may be appropriate and provided by law, rate or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debarment or suspension of theparty. I, the undersigned, on behalf the Vendor/Bidder, certify pursuant to N.J.S.A. 52:34-12.2 that: ❑ C'HFrIC THE APPROPRIATE BOX The Vendor/Bidder has no business operations in Northern Ireland; or ❑X OR The Vendor/Bidder will take lawful steps in good faith to conduct any business operations it has in Northern Ireland in accordance with the MacBride principals of nondiscrimination in employment as set forth in section 2 of P.L. 1987, c. 177 (N.J.S.A. 52:18A-89.5) and in conformance with the United Kingdom's Fair Employment (Northem Ireland) Act of 1989, and permit independent monitoring of its compliance with those principals. CERTIFICATION I, the undersigned, certify that I am authorized to execute this certification on behalfofthe Vendor/Bidder, that the foregoing information and any attachments hereto, to the best of my knowledge are true and complete. I acknowledge that the State of New Jersey is relying on the information contained herein, and that the Vendor/Bidder is order a continuing obligation from the date of this certification through the completion of any connact(s) with the State to notify the State in writing of any changes to the information contained herein; that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification. IfI do so, I will be subject to criminal n.... enno t under the law, and it will constitute material breach of my agreement(s) with the State, permitting the State to declare any contract(s) resulting from this certification to be void and unenforceable. 2" 03-28-24 ignature Date v—raae 8,zacs l Ken White, National Government Sales Manager Print Name and Title Exhibit H Advertising Compliance Requirement Pao —at m certmn smte nonce pmvio.o including bat not hmaed to Oregon Revised Statutes Chapter 2 9A 210, Chapter 279A.220, and other related provisions, the fohowiag public agc—and political subdivisions of the referenced pubhc agencies are ehgible to V,I, wf OMNIA Parmere aad access fe Master Agreement contract a ward made pursuant to dos M,,,aat d— = gtvea nonce ofthe foregoing request for proposals for purposes of complying wuh fe procedural reV—cat, of said Nationwide: State ofA11s State of Haw- Cora ov ealih of State fNew Mexico State of South sack sensv �Ite �� st i'­ o ennessee Site ofA oria000f A^aaaao Stateof Rliaou Stare of Mmaesota State ofNooh Camlme Smte of Texas State of Arkansas State oflldl— State ,ff.. stsstppi Stale ofNonh Dakota State of Utah I State of Calif a Stare of Iowa Statc oMtssotm State o170nio State of Ve—. I Slate of Colorado State of Kansas State of Montana Stare of0k1A.— C.--ealf of V ia State ofConnecliM Comtaoawealth of State ofNeb,,k, State of Oregon State of—aigfn StateofDelaware K.- State. L—oana St. of Nevada Commovwealthof State of West Penivs Ivan�a Vv¢m�a State of Florida State of Maine State of New Hampshire State Rhode Island State ofwiscoavn State of G—tas Dismctof Cohaabia State off U.S. Temmnes Stele ofNew Jersey State of Soaf Cao,1— State of Wyoming I Liars ofpolaical enbfvisiays aad local govemmems m fe above referenced states / d.ta-, avd territories may be found at nil/wwwass eovlarate-governments/www asa�ovrais e_ emrnents and his //www asa�ovn«al�overnmeats Cenain Pubhc Agencies and Pohncal Subd,—wns: CITIES. AKER TDWJ�NIS. VILLAGES AI[NQD� AOROIIGHS BCIITY GGI�UR ACKOFADAIR VILLAGE, OR CITY OF ASHLAND, OR CITY OF AUMSVH.LE, OR CITY OF AURORA, OR CITY OF BAKER, OR CITY OF BATON ROUGE, LA CITY OF BEAVERTON, OR CITY OF BEND, OR CITY OF BOARDMAN, OR CITY OF BONANAZA, OR CITY OF BOSSIERCITY, LA CITY OF BRGOKINGS, OR CITY OF BURNS, OR CITY OF CANDY, OR CITY OF CANYONVILLE, OR CITY OF CLATSKANIE, OR CITY OF COBURG, OR CITY OF CONDON, OR CITY OF COQUILLE, OR CITY OF CORVALLE OR CITY OF CORVALLIS PARKS AND RECREATION DEPARTMENT, OR CITY OF COTTAGE GROVE, OR CITY OF DONALD, OR CITY OF EUGENE, OR CITY OF FOREST GROVE, OR CITY OF GOLD HILL, OR CITY OF GRANTS PASS, OR CITY OF GRESHAM, OR CITY OF HILLSBORO, OR CITY OF INDEPENDENCE, OR CITY AND COUNTY OF HONOLULU, HI CITY OF KEENER, LA CITY OF LA GRANDE, OR CITY OF LAFAYETTE, LA CITY OF LAKE CHARLES, OR CITY OF LEBANON, OR CITY OF MCMINNVILLE, OR CITY OF MEDFORD, OR CITY OF METAIRIE, LA CITY OF MILL CITY, OR CITY OF MILWAUME, OR CITY OF MONROE, EA CITY OF MOSIER, OR CITY OF NEW ORLEANS, LA CITY OF NORTH PLAINS, OR CITY OF OREGON CITY, OR CITY OF PILOT ROCK, OR CITY OF PORTLAND, OR CITY OF POWERS, OR CITY OF PRICE VILLE, OR CITY OF REDMOND, OR CITY OF REEDSPORT, OR CITY OF RIDDLE, OR CITY OF ROGUE RIVER, OR CITY OF ROSEBURG, OR CITY OF SALEM, OR CITY OF SANDY, OR CITY OF SCAPPOOSE, OR CITY OF SHADY COVE, OR CITY OF SHERWOOD, OR CITY OF SHREVEPORT, LA CITY OF SILVERTON, OR CITY OF SPRINGFIELD, OR CITY OF ST HELENS, OR CITY OF ST PAUL, OR CITY OF SULPHUR, LA CITY OF TIGARD' OR CITY OF TROUTDALF OR CITY OF TUALATINOR CITY OF WALKER, LA CITY OF WARR-TON:OR CITY OF WEST LIMN, OR CITY OF WILSONVILLE, OR CITY OF WINSTON, OR CITY OF WOODBURN, OR LEAGUE OF OREGON CITES THE CITYOF HAPPY VALLEY OREGON ALPINE, UT ALTA, OF ALTAMONT, OF 'TON, UT AMALGA, OF AMERICANFORK CITY, UT ANNABELLA, UT ANTIMONY, UT APPLE VALLEY, UT AURORA, UT BALLARD, UT BEARRFVERCTFYUTBEAV ER,UT BICKNELL, UT ORANGEVILLE, UT ORDERVILLE, UT OREM, OF PANGUITCH, UT PARADISE, UT PARAGONAH, UT PARK CITY, OF PAROWAN, UT PAYSON, UT PERRY, UT PLAIN CITY, UT PLEASANTGROVE CITY, UT PLEASANT VIEW, UT PLYMOUTH, UT PORTAGE, UT PRICE, UT PROVIDENCE, UT PROVO, UT RANDOLPH, UT REDMOND, UT RICHFIELD, UT RICHMOND, UT RIVERDALE, UT RIVER HEIGHTS, UT RIVERTON CITY, UT ROCKVILLE, UT ROCKY RIDGE, UT ROOSEVELT CITYCORPORATION, UT ROY, UT RUSH VALLEY, UT CITY OF ST GEORGE, UT SALEM, UT SALINA. UT SALT LAKE CITY CORPORATION, UT SANDY, UT SANTA CLARA, OF SANTAQUIN, UT SARATOGA SPRINGS, UT WPRE UT SCOFIELD, UT SIGURD, UT SMIT TFIELD, UT SNOW VILLE, HE CITY OF SOUTH JORDAN, UT SOUTH OGDEN, UT CITY OF SOUTH SALT LAKE, UT SOUTH WEBER, UT SPANISH FORK, UT SPRING CITY, UT SPRINGDALE, UT SPRINGVILLE, UT STERLING, UT STOCKTON, OF SUNNYSIDE, UT SUNSET CITY CORE, UT SYRACUSE, UT TABIONA, OF CITY OF TAYLORSVILLE, UT TOOELE CITY CORPORATION, UT TOQUERVILLE, UT TORREY, UT TREMONTON CITY, UT TRENTON, UT TROPIC, UT G WTAH, UT VERNAL IT CY, UT VERNON, UT VINEYARD, OF VIRGIN, OF WALES, OF WALLSBURG, UT WASHINGTON CITY, UT WASHINGTONTERRACE, UT WELLINGTON, UT WELLSVILLE, UT WENDOVER, UT WEST BOUNTIFUL, OF WEST HAVEN, FEE WEST JORDAN, UT WEST POINT, UT WEST VALLEYCITY, UT WILLARD, UT WOODLAND HILLS, UT WOODRUFF, UT WOODS CROSS, UT COUNTIES AND PARISHES INCLUDING BUT NOT LIMITED TO: ASCENSION PARISH, LA ASCENSION PARISH, LA, CLEAR OF COURT CADDO PARISH, LA CALCASIEGE ARISH, LA CALCASIEU PARISH SHERIFF'S OFFICE, LA CITY AND COUNTY OF HONOLULU, HI CLACKAMAS COUNTY, OR CLACKAMAS COUNTYDEPT OF TRANSPORTATION, OR CLATSOP COUNTY, OR COLUMBIA COUNTY, OR COOS COUNTY, OR COOS COUNTY HIGHWAY DEPARTMENT, OR COUNTY OF HAWAII, OR CROOK COUNTY, OR CROOK COUNTY ROAD DEPARTMENT, OR CURRY COUNTY, OR DESCHUTESCOUNTY,OR DOUGLAS COUNTY, OR BIG WATER UT BLANDMG, UT BLUFFDALE, UT BOULDER, OF CITY OF BOUNTIFUL, UT BRIAN HEAD, UT BRIGHAM CITY CORPORATION, UT BRYCE CANYON CITY, UT CANNONVILLE, UT CASTLE DALE, UT CASTLE VALLEY, UT CITY OP CHDARCITY, DT CEDAR FORT, UT CITY OF CEDAR HILLS, UT CENTERFIELD, UT CENTERVILLE CITY CORPORATION, UT CENTRAL VALLEY, UT CHARLESTON, UT CIRCLEVILLE, UT CLARKSTON, UT CLAWSON, OF CLEARFIELD, UT CLEVELAND, UT CLINTON CITY CORPORATION, UT COALVILLE, UT CORINNE, UT CORNISH, HE COTTONWOOD HEIGHTS, UT DANIEL, UT DELTA,UT DEWEYVILLE, UT DRAPER CITY, OF DUCHESNE, UT EAGLE MOUNTAIN, UT EAST CARBON, UT ELK RIDGE, UT ELMO, UT ELSINORE, UT ELWOODI UT EMERY, UT ENOCH, UT ENTERPRISE, UT EPHRAIM, UT ESCALANTE, UT EUREKA, UT FAIRFIELD, UT FAIRVIEW, OF FARMINGTON, UT PARR WEST, OT FAYETTE, UT PERRON, UT FIELDING, OF FILLMORE, UT FOUNTAIN GREEN, OF FRANCIS, OF FRUIT HEIGHTS, OF GARDEN CITY, UT GARLAND, UT GENOLA, UT GLENDALE, UT GLENWOOD, OF GOSHEN, UT GRANTSVILLE, UT GREEN RIVER, UT GUNNISON, UT HANKSVH,LE, UT HARRISVILLE, OT HATCH, OT HEBER CITY CORPORATION, UT HELPER, UT IF NEFER, UT HENRIEVILLE, UT HERRDIAN, UT HIDEOUT, OF HIGHLAND, UT HILDALE, OF HINCKLEY, OF HOLDEN, UT HOLLADAY, UT HONEYVILLE, UT HOOPEK OF HOWELL, UT HUNTINGTON, UT HUNTSVH LE, UT CITY OF HURRICANE, UT HYDE PARK, OF HYRUM, UT INDEPENDENCE, UT IVINS, UT JOSEPH, UT JUNCTION, OF KAMAS, UT KANAB, OF KANARRAVH.LE, UT KANOSH, UT KAYSVILLE, UT KINGSTON,UT KOOSHARF.M, UT LAKETOWN, UT LA VERKIN, UT LAYTON, UT LEAMINGTON, UT LEEDS,UT LEHI CITY CORPORATION, OF LEVAN, OF LEWISTON, UT LINDON, UT LOA, UT LOGAN CITY, UT LYMAN, UT LYNNDYL, UT MANILA, OF MANTE UT MANTUA, UT MAPLETON, UT MARRIOTT-SLATERVH.LE, UT MARYSVALE, UT MAYFBED, UT MEADOW, UT MENDON, OF MIDVALE CITY INC., UT MIDWAY, UT MILFORD, OT MILLVH,LE, UT MINERSVILLE, UT MOAB, UT MONA, UT MONROE, OF CITY OF MONTICELLO, OF MORGAN, OF MORONI, OF MOUNT PLEASANT, UT MURRAY CITY CORPORATION, UT MYTON, UT NAPLES, UT NEPHI, OT NEW HAEMONY,UT NEWTON, UT NIBLEY, UT NORTH LOGAN, UT NORTH OGDEN,UT NORTH SALT LAKE CITY, UT OAK CITY, UT OAKLEY, UT OGDEN CITY CORPORATION, UT OPHIR, UT �I EAST BATON ROUGE PARISH, LA GILLIAM COUNTY, OR GRANT COUNTY, OR HARNEY COUNTY, OR ARN HEY COUNTY SHERIFFS OFFICE, OR HAWAII COUNTY, HI HOOD RIVER COUNTY, OR JACKSON COUNTY, OR MITERSON COUNTY, OR JEFFERSON PARISH, LA JOSEPHINE COUNTY GOVERNMENT, OR LAFAYETTE CONSOLIDATED GOVERNMENT, LA LAFAYETTE PARISH, LA EAFAYETTE PARISH CONVENTION& VISITORS COMMISSION LAFOURCHE PARISH, LA KAUAI COUNTY, HI KLAMATH COUNTY, OR LAKE COUNTY, OR LANE COUNTY, OR LINCOLN COUNTY, OR LINN COUNTY, OR LIVINGSTON PARISH, LA MALHEUR COUNTY, OR MAUL COUNTY, HI MARION COUNTY, SALEM, OR MORROW COUNTY, OR MULTNOMAH COUNTY, OR MULTNOMAHCOUNTYBUSINESSAND COMMUNITY SERVICES, OR MULTNOMAH COUNTY SHERIFFS OFFICE, OR MULTNOMAH LAW LIBRARY, OR ORLEANS PARISH, LA PLAQGEMINESPARISH,LA POLK COUNTY, OR RAPEJES PARISH, LA SAINT CHARLES PARISH, LA SAINT CHARLES PARISH PUBLIC SCHOOLS, LA SAINT LANDRY PARISH, LA SAINT TAMMANY PARISH, LA SHERMAN COUNTY, OR TERRI BONNE PARISH, LA TILLAMOOK COUNTY, OR TILLAMOOK COUNTY SHERIFF'S OFFICE, OR TILLAMOOK COUNTY GENERAL HOSPITAL, OR UMATILLA COUNTY, OR UNION COUNTY, OR WALLOWA COUNTY, OR WASCO COUNTY, OR WASHINGTON COUNTY, OR WEST BATON ROUGE PARISH, LA WHEELER COUNTY, OR YAMHILL COUNTY, OR COUNTY OF BOX ELDER, UT COUNTY OF CACHE, UT COUNTY OF RICH, UT COUNTY OF WEBER, OT COUNTY OF MORGAN, UT COUNTY OF DAVIS, UT COUNTY OF SUMMIT, OF COUNTY OF DAGGETT, UT COUNTY OF SALT LAKE, UT COUNTY OF TOOELE, UT COUNTY OF UTAH, UT COUNTY OF WASATCH, UT COUNTY OF DUCHESNE, OF COUNTY OF UINTAH, OF COUNTY OF CARBON, UT COUNTY OF SANPETE, OF COUNTY OF NAB, UT COUNTY OF MILLARD, UT COUNTY OF SEVIER, UT COUNTY OF EMERY, UT COUNTY OF GRAND, UT COUNTY OF BEVER, OT COUNTY OF PIUTE, UT COUNTY OF WAYNE, UT COUNTY OF SAN JIJAN, UT COUNTY OF GARFIELD, OF COUNTY OF KANE, UT COUNTY OF IRON, UT COUNTY OF HI WASNGTON, OF oTHE I A. vg'MM,�iCIDC. ` N'BOARDS. IHRTRCHCPIRIC N A CORPORATIONSygj#j HCyT!KJ IIPIHI�yYFNf_ALIT "T' S. RESERVATIONS ,SNM1 �,iTfF.0 INi��U LIMITED TO, ADAIR R.F P D , OR ADEL WATER IMPROVEMENT DISTRICT, OR ADRIAN BE P D , OR AGNESS COMMUNITY LIBRARY, OR AGNESS-ILLAHE R F P D , OR u EXTENSION DISTRICT, OR ALDERCREEK-BARLOW WATER DISTRICTNO.29, OR ALFALFA FIRE DISTRICT, OR ALSEA RFPD.,OR ALSEA MVIERA WATER IMPROVEMENT DISTRICT, OR AMITY FIRE DISTRICT, OR ANTELOPE MEADOWS SPECIAL ROAD DISTRICT, OR APPLE ROUGE DISTRICT IMPROVEMENT COMPANY,OR APPLEGATE VALLEY R.F.P.D. #9, OR ARCH CAPE DOMESTIC WATER SUPPLY DISTRICT, OR ARCH CAPE SANITARY DISTRICT, OR ARNOLD IRRIGATION DISTRICT, OR ASH CREEK WATER CONTROL DISTRICT, OR ATHENA CEMETERY MAINTENANCE DISTRICT, OR AUMSVILLER F P.D, OR AURORA BE P D, OR AZALEA R F.P.D., OR BADGER IMPROVEMENT DISTRICT, OR BAILEY -SPENCER R F P.D, OR BAKER COUNTY LIBRARY DISTRICT, OR BAKER R F.P.D., OR BAKER RIVERTON ROAD DISTRICT, OR BAKER VALLEY IRRIGATION DISTRICT, OR BAKER VALLEY S W CD, OR BAKER VALLEY VECTOR CONTROL DISTRICT, OR BANDON CRANBERRY WATER CONTROL DISTRICT, OR BANDON R F P D., OR BANKS FIRE DISTRICT, OR BANKS FIRE DISTRICT #13, OR BAR L RANCH ROAD DISTRICT, OR BARLOW WATER IMPROVEMENT DISTRICT, OR BASIN AMBULANCE SERVICE DISTRICT, OR BASIN TRANSIT SERVICE TRANSPORTATION DISTRICT, OR BATONROUGEWATERCOMPANY BAY AREA HEALTH DISTRICT, OR BAYS HORE SPECIAL ROAD DISTRICT, OR BEAR VALLEY SPECIAL ROAD DISTRICT, OR BEAVERCREEK WATER CONTROL DISTRICT, OR BEAVER DRAINAGE IMPROVEMENT COMPANY, INC., OR BEAVER SLOUGH DRAINAGE DISTRICT, OR BEAVER SPECIAL ROAD DISTRICT, OR BEAVER WATER DISTRICT, OR BELLE MER S ED L TRACTS SPECIAL ROAD DISTRICT, OR BEND METRO PARK AND RECREATION DISTRICT BENTON S W C D., OR BERNDT SUBDIVISION WATER IMPROVEMENT DISTRICT, OR BEVERLY BEACH WATER DISTRICT, OR FERNY LEE PARISH FIRE PROTECTION DISTRICT 6, LA BIG BEND IRRIGATION DISTRICT, OR BIGGS SERVICE DISTRICT, OR BLACK BUTTE RANCH DEPARTMENT OF POLICE CHERRIOTS, OR CHETCO COMMUNITY PUBLIC LBRARY DISTRICT, OR CHILOQUIN VECTOR CONTROL DISTRICT, OR CHILOQUIN-AGENCY LAKE R.F P D, OR CHINOOKDRIVE SPECIAL ROAD DISTRICT, OR CHR DISTRICT IMPROVEMENT COMPANY, OR CHRISTMAS VALLEY DOMESTIC WATER DISTRICT, OR CHRISTMAS VALLEY PARK & RECREATION DISTRICT, OR CHRISTMAS VALLEY R F P D, OR CITY OF BOGALUSA SCHOOL BOARD, LA CLACKAMAS COUNTY FIRE DISTRICT #1, OR CLACKAMAS COUNTY SERVICE DISTRICT#E OR CLACKAMAS COUNTY VECTOR CONTROL DISTRICT, OR CLACKAMAS RIVER WATER CLACKAMAS RIVER WATER OR CLACKAMAS S.W C D., OR CLATSKANIE DRAINAGE IMPROVEMENT COMPANY, OR CLATSKANIE LIBRARY DISTRICT, OR CLATSKANIE P U.D., OR CLATSKANIE PARK &RECREATION DISTRICT, OR CLATSKANIE PEOPLE'S UTILITY DISTRICT CLATSKANIE REED, OR CLATSOP CARE CENTERHEALTH DISTRICT, OR CLATSOP COUNTY S W CD, OR CLATSOP DRAINAGE IMPROVEMENT COMPANY #15, INC., OR CLEAN WATER SERVICES CLEAN WATER SERVICES, OR CLOVERDALE RF P D, OR CLOVERDALE SANITARY DISTRICT, OR CLOVERDALE WATER DISTRICT, OR COALEDO DRAINAGE DISTRICT, OR COBURG FIRE DISTRICT, OR COLESTIN RURAL FIRE DISTRICT, OR COLTON R.F.P.D., OR COLTON WATER DISTRICT #I1, OR COLUMNU911 COMMUNICATIONSDISTRICT,OR COLUMBIA COUNTY 4-H & BXTEN- SERVICE DISTRICT, OR COLUMBIA DRAINAGE VECTOR CONTROL, OR COLUMBIA IMPROVEMENT DISTRICT, OR COLUMBIA BE P D, OR COLUMBIA RIVER FIRE & RESCUE, OR COLUMBIA RIVER PUD, OR COLUMBIA S.W C D, OR COLUMBIA S W C.D, OR CONFEDERATED TRIBES OF THE UMATILLA INDIAN RESERVATION COOS COUNTY AIRPORT DISTRICT, OR COOS COUNTY AIRPORT DISTRICT, OR COOS COUNTYAREA TRANSIT SERVICE DISTRICT, OR COOS COUNTYAREA TRANSIT SERVICE DISTRICT, OR CO OSFORESTPROTECTIVEASSOCIATION COOS S.W C D., OR COQUILLE RF P D, OR COQUILLE VALLEY HOSPITAL DISTRICT, OR SERVICES, OR BLACK BUTTE RANCH R F P D� OR BLACK MOUNTAIN WATER DISTRICT, OR BLODGETT- SUMMIT R F P D , OR BLUE MOUNTAIN HOSPITAL DISTRICT, OR BLUE MOUNTAIN TRANSLATOR DISTRICT, OR BLUE RIVER PARK & RECREATION DISTRICT, OR BLUE RIVER WATER DISTRICT, OR BLYRFPD., OR BUY VECTOR CONTROL DISTRICT, OR BUY WATER AND SANITARY DISTRICT, OR BOARDMAN CEMETERY MAINTENANCE DISTRICT, OR BOARDMAN PARK AND RECREATION DISTRICT BOARDMAN R.F.P.D., OR BONANZA BIG SPRINGS PARK& RECREATION DISTRICT, OR BONANZA MEMORIAL PARK CEMETERY DISTRICT, OR BONANZA REED., OR BONANZA-LANGELLVALLEY VECTORCONTROL DISTRICT, OR BORING WATER DISTRICT #24, OR BOULDERCREEK RETREATSPECIALROAD DISTRICT, OR BRIDGE R RE D, OR BROOKS COMMUNITY SERVICE DISTRICT, OR BROWNSVILLE R.F.P D, OR BUELL-RED PRAIRIE WATERDISTRICT, OR BUNKER HILL RF.P.D #E OR BUNKER HILL SANITARY DISTRICT, OR BURLINGTON WATER DISTRICT, OR BURNT RIVER IRRIGATION DISTRICT, OR BURNT RIVER S.W C D., OR CALAPOOIA RF.P.D, OR CAMASVALLEYRYPD.,OR CAMELLIA PARK SANITARYDISTRICT, OR CAMMANN ROAD DISTRICT, OR CAMP SHERMAN ROAD DISTRICT, OR CANBY AREA TRANSIT, OR CANBY RFP D #62, OR CANBY UTILITY BOARD, OR CANNON BEACH R.F.P.D., OR CANYONVILLE SOUTH UMPQUA FIRE DISTRICT, OR CAPE FERRELO R F P.D, OR CAPE FOULWEATHER SANITARY DISTRICT, OR CARLSON PRIMROSE SPECIAL ROAD DISTRICT, OR CARKBLBEACH WATER DISTRICT, OR CASCADE VIEW ESTATES TRACT 2, OR CEDAR CREST SPECIAL ROAD DISTRICT, OR CEDAR TRAILS SPECIAL ROAD DISTRICT, OR CEDAR VALLEY- NORTH BANK R F P.D., OR CENTRAL CASCADES FIRE AND EMS, OR CENTRAL CITY ECONOMIC OPPORTUNITY CORE, LA CENTRAL LINCOLN P.0 D 'OR CENTRAL OREGON COAST FIRE & RESCUE DISTRICT, OR CENTRAL OREGON INTERGOVERNMENTAL COUNCIL CENTRAL OREGON IRRIGATION DISTRICT, OR CHAPARRAL WATER CONTROL DISTRICT, OR CHARLESTON FIRE DISTRICT, OR CHARLESTON SANITARY DISTRICT, OR CHARLOTTE AM WATER DISTRICT, OR CHEHALEM PARK &RECREATION DISTRICT, OR CHEHALEM PARK AND RECREATION DISTRICT CHEMULTR.F.PD,OR CHENOWITH WATER P.U.D, OR CORBETT WATER DISTRICT, OR CORNELIUS R.F.P.D., OR CORP RANCH ROAD WATER IMPROVEMENT, OR CORVALLIS REED., OR COUNTRY CLUB ESTATES SPECIAL WATER DISTRICT, OR COUNTRY CLUB WATER DISTRICT, OR COUNTRY ESTATES ROAD DISTRICT, OR COVE CEMETERY MAINTENANCE DISTRICT, OR COVE ORCHARD SEWER SERVICE DISTRICT, OR COVE R.F.P.D., OR CRESCENTRFPD.,OR CRESCENT SANITARY DISTRICT, OR CRESCENT WATER SUPPLY AND IMPROVEMENT DISTRICT, OR CROOK COUNTY AGRICULTURE EXTENSION SERVICE DISTRICT, OR CROOK COUNTY CEMETERY DISTRICT, OR CROOK COUNTY FIRE AND RESCUE, OR CROOK COUNTY PARKS & RECREATION DISTRICT, OR CROOK COUNTY S. W.C.D., OR CROOK COUNTY VECTOR CONTROL DISTRICT, OR CROOKED RIVER RANCH R F.P.D., OR CROOKED RIVER RANCH SPECIAL ROAD DISTRICT, OR CRYSTAL SPRINGS WATER DISTRICT, OR CURRY COUNTY 4-H & EXTENSION SERVICE DISTRICT, OR CURRY COUNTY PUBLIC TRANSIT SERVICE DISTRICT, OR CURRY COUNTY S.W.C.D., OR CURRY HEALTHDISTRICT, OR CURRY PUBLIC LIBRARY DISTRICT, OR DALLAS CEMETERY DISTRICT #4, OR BARLEY DRIVE SPECIAL ROAD DISTRICT, OR DAVID CROCKETT STEAM FIRE COMPANY #1, LA DAYS CREEK R.F P D-, OR DAYTON FIRE DISTRICT, OR DEAN MINARD WATER DISTRICT, OR DEE IRRIGATION DISTRICT, OR DEERISLAND DRAINAGEIMPROVEMENT COMPANY, OR DELL BROGAN CEMETERY MAINTENANCE DISTRICT, OR DEPOE BAY R.FT.D., OR DESCHUTES COUNTY 911 SERVICE DISTRICT, OR DESCHUTES COUNTY R F P D. #2, OR DESCHUTES PUBLIC LIBRARY DISTRICT, OR DESCHUTES S.W C D., OR DESCHUTES VALLEY WATER DISTRICT, OR DEVILS LAKE WATER IMPROVEMENT DISTRICT, OR DEXTERRF.PD,OR DEXTER SANITARY DISTRICT, OR DORA-SITKUM R.F.P.D., OR DOUGLAS COUNTY FIRE DISTRICT#2, OR DOUGLAS S W.0 D, OR DRAKES CROSSING R.F.P.D., OR DRRH SPECIAL ROAD DISTRICT #6, OR DAY GULCH DITCH DISTRICT IMPROVEMENT COMPANY, OR DEFER RECREATION DISTRICT, OR DUMBECK LANE DOMESTIC WATER SUPPLY, OR DUNDEE RF.P.D, OR DURKEE COMMUNITY BUILDING PRESERVATION DISTRICT, OR EAGLE POINT IRRIGATION DISTRICT, OR EAGLE VALLEY CEMETERY MAINTENANCE u DISTRICT, OR EAGLE VALLEY R.F P D , OR EAGLE VALLEY S.W C D., OR EASTFORKIRRIGATION DISTRICT, OR EAST MULTNOMAHSWCD,OR EAST SALEM SERVICE DISTRICT, OR EAST UMATILLA CHEMICAL CONTROL DISTRICT, OR EAST UMATILLA COUNTY AMBULANCE AREA HEALTH DISTRICT, OR EAST UMATILLA COUNTY R F.P.D, OR EAST VALLEY WATER DISTRICT, OR ELGIN COMMUNITY PARKS & RECREATION DISTRICT, OR ELGIN HEALTH DISTRICT, OR ELGIN R.FPD, OR ELKTONESTATES PHASE II SPECIAL ROAD DISTRICT, OR ELKTON R.FPD,OR EMERALD P.UD,OR ENTERPRISE IRRIGATION DISTRICT, OR ESTACADA CEMETERYMALNTENANCE DISTRICT, OR ESTACADA R.F.P.D. #69, OR EUGENE R F.P D # 1, OR EUGENE WATER AND ELECTRIC BOARD EVANS VALLEY FIRE DISTRICT #6, OR FAIR OAKS R F FD., OR FAIRVIEW R F P.D., OR FAIRVIEW WATER DISTRICT, OR FALCON HEIGHTS WATER AND SEWER, OR FALCON -COVE BEACH WATERDISTRICT, OR FALL RIVER ESTATES SPECIAL ROAD DISTRICT, OR FA GO INTERCHANGE SERVICE DISTRICT, OR FARMERS IRRIGATION DISTRICT, OR FAT ELK DRAINAGE DISTRICT, OR FERN RIDGE PUBLIC LIBRARY DISTRICT, OR FERN VALLEY ESTATES IMPROVEMENT DISTRICT, OR FOR FAR ROAD DISTRICT, OR FOREST GROVE R F P D., OR FOREST VIEW SPECIAL ROAD DISTRICT, OR FORT ROCK -SILVER LAKE &W C D-, OR FOUR RIVERS VECTOR CONTROL DISTRICT, OR FOX CEMETERY MAINTENANCE DISTRICT, OR GARDINER REED., D., OR GARD W F,R SANITARY DISTRICT, OR GARIBALDI R F P D, OR GASTON R F P D , OR GATES R F P D., OR GEARHART R.FD., OR GILLIAM S.W CO.,C.OR GLENDALE AMBULANCE DISTRICT, OR GLENDALE R F P D, OR GLEN EN BEACH SPECIAL ROAD DISTRICT, OR GLENEDEN SANITARY DISTRICT, OR GLENWOOD WATER DISTRICT, OR COMPANY, OR ICE FOUNTAIN WATER DISTRICT, OR IDAHO POINT SPECIAL ROAD DISTRICT, OR FDANHA-DETROIT RURAL FIRE PROTECTION DISTRICT, OR ILLINOIS VALLEY FIRE DISTRICT ILLINOIS VALLEY REED., OR FLLINOIS VALLEY S W C.D, OR IMBLER R.F.P.D., OR INTERLACHENWATER P U D., OR ZONE LIBRARY DISTRICT, OR LONE BLED, #6-604, OR IRONSIDE CEMETERY MAINTENANCE DISTRICT, OR IRONSIDE RURAL ROAD DISTRICT #5, OR UUGUGN PARK & RECREATION DISTRICT, OR IRRIGON R F P.D., OR ISLAND CITY AREA SANITATION DISTRICT, OR ISLAND CITY CEMETERY MAINTENANCE DISTRICT, OR JACKPINE VILLAGE SPECIAL ROAD DISTRICT, OR JACKSON COUNTY FIRE DISTRICT #3, OR JACKSON COUNTY FIRE DISTRICT #4, OR JACKSON COUNTY FIRE DISTRICT 15, OR JACKSON COUNTY LIBRARY DISTRICT, OR JACKSON CO=VECTORCONTROL DISTRICT, OR JACKSON S W.C.D, OR JASPER KNOLLS WATER DISTRICT, OR JEFFERSON COUNTY EMERGENCY MEDICAL SERVICE DISTRICT, OR IEFFERSON COUNTY FIRE DISTRICT #L OR JEFFERSON COUNTY LIBRARY DISTRICT, OR JEFFERSON COUNTY S.W.CD., OR JEFFERSON PARK & RECREATION DISTRICT, OR IEFFERSON RF P D , OR JOB'S DRAINAGE DISTRICT, OR JOHN DAY WATER DISTRICT, OR JOHN DAY -CANYON CITY PARKS & RECREATION DISTRICT, OR JOHN DAY-FERNHILL RF P D. #5-108, OR JORDAN VALLEY CEMETERY DISTRICT, OR JORDAN VALLEY IRRIGATION DISTRICT, OR JOSEPHINE COMMUNITY LIBRARY DISTRICT, OR IOSEPHINE COUNTY 4-H & EXTENSION SERVICE DISTRICT, OR JOSEPHINE COUNTY 911 AGENCY, OR JUNCTION CTY R.F.P.D., OR IUNCTION CITY WATER CONTROL DISTRICT, OR JUNIPER BUTTE ROAD DISTRICT, OR JUNIPER CANYON WATER CONTROL DISTRICT, OR JUNIPER FLAT DISTRICT IMPROVEMENT COMPANY, OR IUNIPER FLAT R FY D., OR , NONPROFITWATERIMPROVEMENT DISTRICT, OR KEATING R F P.D, OR KEATING S W C D, OR KEIZER R.F.P.D, OR KELLOGG RURAL FIRE DISTRICT, OR RENO IRRIGATION DISTRICT, OR KENO PINES ROAD DISTRICT, OR GLIDE- IDLEYLD SANITARY DISTRICT, OR GLIDE BY P D, OR GOLD BEACH- WEDDERBURN R F P.D, OR GOLD HILL IRRIGATION DISTRICT, OR GOLDFINCH ROAD DISTRICTR, OR GOSHEN F P.D, OR GOVERNMENT CAMP ROAD DISTRICT, OR GOVERNMENT CAMP SANITARY DISTRICT, OR GRAND PRAIRIE WATER CONTROL DISTRICT, OR GRAND RONDE SANITARY DISTRICT, OR GRANT COUNTY TRANSPORTATION DISTRICT, OR GRANT S W C.D., OR GRANTS PASS IRRIGATION DISTRICT, OR GREATER BOWEN VALLEY R.F.P.D., OR GREATER ST. HELENS PARK& RECREATION DISTRICT, OR GREATER TOLEDO POOL RECREATION DISTRICT, OR GREEN KNOLLS SPECIAL ROAD DISTRICT, OR GREEN SANITARY DISTRICT, OR GREENACRES R.F.P.D., OR GREENBE HEY IRRIGATION DISTRICT, OR GREENSPRINGS RURAL FIRE DISTRICT, OR HAHLEN ROAD SPECIAL DISTRICT, OR HAINES CEMETERY MAINTENANCE DISTRICT, OR HAINES FIRE PROTECTION DISTRICT, OR HALSEY-SHEDD R F P D OR HAMLET R.FPD,ORHARBORRF PD,OR HARBOR SANITARY DISTRICT, OR HARBOR WATER P.U.D., OR BARNEY COUNTY HEALTH DISTRICT, OR BARNEY S.W C D, OR HARPER SOUTH SIDE IRRIGATION DISTRICT, OR HARRISBURG FIRE AND RESCUE, OR HAUSER RF P.D, OR HAZELDELL RURAL FIRE DISTRICT, OR HEED JOINT WATER -SANITARY AUTHORITY, OR HECETA WATER P.U.D., OR HELIX CEMETERY MAINTENANCE DISTRICT#4, OR HELIX PARK & RECREATION DISTRICT, OR HELIX R.F.P.D 97411, OR HEPPNER CEMETERY MAINTENANCE DISTRICT, OR HEPPNER RF.P D, OR HEPPNER WATER CONTROL DISTRICT, OR HEREFORD COMMUNITY HALL RECREATION DISTRICT, OR HERMISTON CEMETERY DISTRICT, OR HERMISTON IRRIGATION DISTRICT, OR HIDDEN VALLEY MOBILE ESTATES IMPROVEMENT DISTRICT, OR HIGH DESERT PARK & RECREATION DISTRICT, OR HIGHLAND SUBDIVISION WATER DISTRICT, OR BONOLULU INTERNATIONAL AIRPORT HOOD RIVER COUNTY LIBRARY DISTRICT, OR HOOD RIVER COUNTY TRANSPORTATION DISTRICT, OR HOOD RIVER S.W C.D., OR HOOD RIVER VALLEY PARKS & RECREATION DISTRICT, OR HOODLAND FIRE DISTRICT #74 HOODLAND FIRE DISTRICT #74, OR HORSEFLY IRRIGATION DISTRICT, OR HOSKINS-KINGS VALLEY R.F.P.D., OR HOUSING AUTHORITY OF PORTLAND HUBBARD R F P D., OR HUDSON BAY DISTRICT IMPROVEMENT COMPANY, OR I N (KAY) YOUNG DITCH DISTRICT IMPROVEMENT 1`` IF RENO BY P.D, OR KENT WATER DISTRICT, OR KERBY WATER DISTRICT, OR K-GB-LB WATER DISTRICT, OR KILCHIS WATER DISTRICT, OR KLAMATH 9-1-1 COMMUNICATIONS DISTRICT, OR KLAMATH BASINIMPROVEMENT DISTRICT, OR KLAMATH COUNTY DRAINAGE SERVICEDISTRICT, OR KLAMATH COUNTY EXTENSION SERVICE DISTRICT, OR KLAMATH COUNTY FIRE DISTRICT #1, OR KLAMATH COUNTY FIRE DISTRICT 43, OR KLAMATH COUNTY FIRE DISTRICT #4, OR KLAMATH COUNTY FIRE DISTRICT #5, OR KLAMATH COUNTY LIBRARY SERVICE DISTRICT, OR KLAMATH COUNTY PREDATORY ANIMAL CONTROL DISTRICT, OR KLAMATH DRAINAGE DISTRICT, OR KLAMATH FALLS FOREST ESTATES SPECIAL ROAD DISTRICT UNITW ,OR KLAMATH INTEROPERABILITY RADIO GROUP, OR KLAMATH IRRIGATION DISTRICT, OR KLAMATH RIVERACRES SPECIAL ROAD DISTRICT, OR KLAMATH S W.C.D, OR KLAMATH VECTOR CONTROL DISTRICT, OR KNAPPA-SVENSEN-BURNSIDE R F P D, OR LA GRANDE CEMETERY MAINTENANCE DISTRICT, OR LA GRANDE R.F.P.D., OR LA PINE PARK & RECREATION DISTRICT, OR LA PINE R.FPD,OR LADISH VILLAGE SEWAGE & DRAINAGE, OR LACOMB IRRIGATION DISTRICT, OR LAFAYETTE AIRPORT COMMISSION, LA LAFOURCHE PARISH HEALTH UNIT - DHH-OPH REGION 3 LAIDLAW WATERDISTRICT, OR LAKE CHINOOK FIRE & RESCUE, OR LAKE COUNTY 4-H & EXTENSION SERVICE DISTRICT, OR LAKE COUNTY LIBRARY DISTRICT, OR LAKE CREEK R F.P.D - JACKSON, OR LAKE CREEK REED. -LANE COUNTY, OR LAKE DISTRICT HOSPITAL, OR LAKE GROVE R F.P.D NO. 57, OR LAKE GROVE WATER DISTRICT, OR LAKE LABISH WATER CONTROL DISTRICT, OR LAKE POINT SPECIAL ROAD DISTRICT, OR LAKESIDE R.F P D #4, OR LAKESIDE WATERDISTRICT,OR LAKEVIEW R F P.D., OR LAKEVIEW S. W.C.D., OR LAMONTATIMPROVEMENTDISTRICT, OR LANE FIRE AUTHORITY, OR LANE LIBRARY DISTRICT, OR LANE TRANSIT DISTRICT, OR LANGELL VALLEY IRRIGATION DISTRICT, OR LANGLOIS PUBLIC LIBRARY, OR LANGLOIS R F P D., OR LANGLOIS WATERDISTRICT,OR LAZY RIVER SPECIAL ROAD DISTRICT, OR LEBANON AQUATIC DISTRICT, OR LEBANON R F P D, OR LEWIS& CLARK R.F.P D, OR LINCOLN COUNTY LIBRARY DISTRICT, OR LINCOLN S W.C.D, OR LINN COUNTY EMERGENCY TELEPHONE AGENCY, OR LINK S W.C.D., OR u LITTLE MUDDY CREEK WATERCONTROL, OR LITTLE NESTUCCA DRAINAGE DISTRICT, OR LITTLE SWITZERLAND SPECIAL ROAD DISTRICT, OR LONE PINE IRRIGATION DISTRICT, OR LONG PRAIRIE WATER DISTRICT, OR LOOKINGGLASS OLALLA WATER CONTROL DISTRICT, OR LOOKINGGLASS RURAL FIRE DISTRICT, OR LORANE RF P D 'OR LOST & BOULDER DITCH IMPROVEMENT DISTRICT, OR LOST CREEK PARK SPECIAL ROAD DISTRICT, OR LOUISIANA PUBLIC SERVICE COMMISSION, LA LOUISWJA WATERWORKS LOWELL R F.P.D, OR LOWERMCKAYCREEKKFP.D, OR LOWER MCKAY CREEK WATERCONTROL DISTRICT, OR LOWER POWDER RIVER IRRIGATION DISTRICT, OR LOWER SILETZ WATER DISTRICT, OR LOWER UMPQUA HOSPITAL DISTRICT, OR LOWER UMPQUA PARK & RECREATION DISTRICT, OR LOWER VALLEY WATER IMPROVEMENT DISTRICT, OR LUCE LONG DITCH DISTRICT IMPROVEMENT CO, OR LUSTED WATERDISTRICT, OR IONS R-F.P D, OR LYONS-MEHAMA WATER DISTRICT, OR MADRAS AQUATIC CENTER DISTRICT, OR MAKAI SPECIAL ROAD DISTRICT, OR MALHEUR COUNTY S W C.D, OR MALHEORCOUNTY VECTOR CONTROL DISTRICT, OR MALHEURDISTRICTIMPROVEMENTCOMPANY,OR MALHEUR DRAINAGE DISTRICT, OR MALHEUR MEMORIAL HEALTH DISTRICT, OR MALINCOMMUNITY CEMETERY MAINTENANCE DISTRICT, OR MALINCOMMUNITY PARK & RECREATION DISTRICT, OR MALIN IRRIGATION DISTRICT, OR MALIN R F P.D, OR MAPLETON FIRE DEPARTMENT, OR MAPLETON WATER DISTRICT, OR MARCOLA WATER DISTRICT, OR MARION COUNTY EXTENSION & 4H SERVICE DISTRICT, OR MARION COUNTY FIRE DISTRICT #1, OR MARION JACK IMPROVEMENT DISTRICT, OR MA 1S W CD, OR MARY'S RIVER ESTATES ROAD DISTRICT, OR MCDONALD FOREST ESTATES SPECIAL ROAD DISTRICT, OR ME ACRES IMPROVEMENT DISTRICT, OR MCKAY DAM R F P.D # 7410, OR MCKENZE FIRE & RESCUE, OR MCKENZIE PALISADES WATER SUPPLY CORPORATION, OR NESKOWIN REGIONAL WATER DISTRICT, OR NESTUCCA R-F P D , OR NETARTS WATER DISTRICT, OR NETARTS- OCEANSIDE R.F P.D., OR NETARTS-OCEANSIDESANITARY DISTRICT, OR NEW BRIDGE WATER SUPPLY DISTRICT, OR NEW CARLTON FIRE DISTRICT, OR NEW ORLEANS REDEVELOPMENT AUTHORITY, LA NEW PINE CREEK R.F.P.D., OR NEWBERG RX P D., OR NEWBERRY ESTATES SPECIAL ROAD DISTRICT, OR NEWPORT R F P D, OR NP.WT YOUNG DITCH DISTRICT IMPROVEMENT COMPANY, OR NORTHALBANY RFPD , OR NORTH F BAY R PD.#9, OR NORTH CLACKAMAS PARKS& RECREATION DISTRICT, OR NORTH COUNTY RECREATION DISTRICT, OR NORTH DOUGLAS COUNTY FIRE & EMS, OR NORTH GOUGE SPARK & RECREATION DISTRICT, OR NORTH GILLIAM COUNTY HEALTH DISTRICT, OR NORTH GELIAM COUNTY RFPD , OR NORTH LAKE HEALTH DISTRICT, OR NORTH LEBANON WATER CONTROL DISTRICT, OR NORTH LINCOLN FIRE & RESCUE DISTRICT #L OR NORTH LINCOLN HEALTH DISTRICT, OR NORTHMORROW VECTORCONTROL DISTRICT, OR NORTH SHERMAN COUNTY RX P D, OR NORTH UNIT IRRIGATION DISTRICT, OR NOR THEASTOREGONHOUSING AUTHORITY, ORNORTHEAST WHEELER COUNTY HEALTH DISTRICT, OR NORTHERN WASCO COUNTY P U.D, OR NORTHERN WASCO COUNTY PARK& RECREATION DISTRICT, OR NYE DITCH USERS DISTRICT IMPROVEMENT'ORNYSSA ROAD ASSESSMENT DISTRICT#2, OR NYSSA RURALFIRE DISTRICT, OR NYSSA-ARCADIA DRAINAGE DISTRICT, OR OAK LODGE WATER SERVICES, OR OAKLAND R-F.P D , OR OAKVILLE COMMUNITY CENTER, OR OCEANSI)E WATER DISTRICT, OR "CO IRRIGATION DISTRICT, OR OCHOCO WEST WATERAND SANITARY AUTHORITY, OR ODELL SANITARY DISTRICT, OR OLD OW YHEE DITCH IMPROVEMENT DISTRICT, OR OLNEY-WALLUSKI FIRE & RESCUE DISTRICT, OR ONTARIO LIBRARY DISTRICT, OR ONTARIOR F.P.D., OR OPHIR R F P D, OR GREGON COAST COMMUNITY AC ION OREGON HOUSING AND COMMUNITY SERVICES OREGON INTERNATIONAL PORT OF COOS BAY, OR OREGON LEGISLATIVE ADMINISTRATION 'ON OUTBACK R-F.P D, OR MCMINNVILLE R.F.P.D., OR MCNULTY WATER P U D, OR MEADOWS DRAINAGE DISTRICT, OR MEDFORD IRRIGATION DISTRICT, OR MEDFORD RX.P.D #2, OR MEDFORD WATER COMMISSION MEDICAL SPRINGS R.F P D., OR MELHEUR COUNTY JAIL, OR Nflin COMMUNITYPARKDISTRICT,ORMERRILL CEMETERY MAINTENANCE DISTRICT, OR MEMEL PARK DISTRICT, OR MERRILL R F P.D, OR METROREGIONALGOVERNMENTMETRO REGIONAL PARKS METROPOLITAN EXPOSITION RECREATION COMMISSION METROPOLITAN SERVICE DISTRICT (METRO) MID COUNTY CEMETERY MAINTENANCE DISTRICT, OR MIDCOLUMBIA FIRE AND RESCUE, OR MIDDLE FORK IRRIGATION DISTRICT, OR MIDLAND COMMUNITY PARK, OR MIDLAND DRAINAGE IMPROVEMENT DISTRICT, OR MILES CROSSING SANITARY SEWER DISTRICT, OR MILL CITY RFPD #2-303, OR MILL FOUR DRAINAGE DISTRICT, OR MILLICOMA RIVER PARK & RECREATION DISTRICT, OR MILLINGTON RX P D #5, OR MILO VOLUNTEER FIRE DEPARTMENT, OR MILTON- FREEWATERAMBULANCE SERVICEAREAHEALTH DISTRICT, OR MILTON-FREEWATER WATER CONTROL DISTRICT, OR MIROCO SPECIAL ROAD DISTRICT, OR MIST- BIRKENFELD R.F.P.D., OR MODOC POINT IRRIGATION DISTRICT, OR MODOC POINT SANITARY DISTRICT, OR MOHAWK VALLEY RF P D, OR MOLALLA AQUATIC DISTRICT, OR MOLALLA R P.P.D. #73, OR MONITOR R.F.P.D, OR MONROERF.P.D,OR MONUMENT CEMETERY MAINTENANCE DISTRIC T, OR MONUMENT S.W.C.D, OR MO "A DRIVE SPECIAL ROAD DISTRICT, OR MORO R F P D, OR MORROW COUNTY HEALTH DISTRICT, OR MORROW COUNTY UNPED RECREATION DISTRICT, OR MORROW S W.0 D, OR MOSIERFIRE DISTRICT, OR MOUNTAIN DRIVE SPECIAL ROAD DISTRICT, OR MT. ANGEL R.F.P.D, OR MIT HOOD IRRIGATION DISTRICT, OR MIT LAKI CEMETERY DISTRICT, OR MIT VERNON RX P D, OR MULINO WATER DISTRICT #1, OR MULTNOMAH COUNTY DRAINAGE DISTRICT#1, OR MULTNOMAH COUNTY R F P D. #10, OR MULMOMAH COUNTY R F P D. #14, OR MULTNOMAH BDUCATION SERVICE DISTRICT MYRTLE CREEK R.F.P.D., OR HEAD,WATERDISTRICT,OR NEDONNAR.F.PD,OR NEHALEM BAY FIRE AND RESCUE, OR NEHALEM BAY HEALTH DISTRICT, OR NEHALEM BAY WASTEWATER AGENCY, OR NESIKA BEACH-OPHIR WATER DISTRICT, OR NESKOWIN REGIONAL SANITARYAUTHORITY, OR 1`` IF GREGON POINT, OR OREGON TRAIL LBRARY DISTRICT, OR OTTER ROCK W WATER DISTRICT, OR OW UNIT #2 SANITARY DISTRICT, OR OWYHEE CEMETERY MAINTENANCE DISTRICT, OR OWYHEE IRRIGATION DISTRICT, OR PAC FIC CITYIOINT WATER -SANITARY AUTHORITY, OR PACIFIC COMMUNITIES HEALTH DISTRICT, OR PACIFIC RIVIERA 43 SPECIAL ROAD DISTRICT, OR PALATINE HILL WATER DISTRICT, OR PALMER CREEK WATER DISTRICT IMPROVEMENT COMPANY, OR AMI PANORC ACCESS SPECIAL ROAD DISTRICT, OR PANTHER CREEK ROAD DISTRICT, OR PANTHER CREEK WATER DISTRICT, OR PARKDALE R.PP D, OR PARKDALE SANITARY DISTRICT, OR PENINSULA DRAINAGE DISTRICT 41, OR PENINSULA DRAINAGE DISTRICT#2, OR PHILOMATH FIRE AND RESCUE, OR PILOT ROCK CEMETERY MAINTENANCE DISTRICT #5, OR PILOT ROCK PARK & RECREATION DISTRICT, OR PILOT ROCK R.F.P D, OR PINE EAGLE HEALTH DISTRICT, OR PINE FLAT DISTRICT IMPROVEMENT COMPANY, OR PINE GROVE IRRIGATION DISTRICT, OR PINE GROVE WATERDISTRICT-KLAMATH FALLS, OR PINE GROVE WATERDISTRICT-MAUPIN, OR PINE VALLEY CEMETERY DISTRICT, OR PINE VALLEY RX.P D, OR PINEWOOD COUNTRY ESTATES SPECIAL ROAD DISTRICT, OR PIONEER DISTRICT IMPROVEMENT COMPANY, OR PISTOL RIVER CEMETERY MAINTENANCE DISTRICT, OR PISTOL RIVER FIRE DISTRICT, OR PLEASANT HILL R.F.P.D., OR PLEASANT HOME WATER DISTRICT, OR POCAHONTAS MININGAND IRRIGATION DISTRICT, OR POE VALLEY IMPROVEMENT DISTRICT, OR POE VALLEY PARK & RECREATION DISTRICT, OR POE VALLEY VECTOR CONTROL DISTRICT, OR POLK COUNTY FIRE DISTRICT 41, OR POLK S W.0 D, OR POMPADOUR WATER IMPROVEMENT DISTRICT, OR PONDEROSA PINES EAST SPECIAL ROAD DISTRICT, OR PORT OF ALSEA, OR PORTOFARLINGTON,OR PORT OF ASTORIA, OR PORT OF BANDON, OR PORT OF BRANDON, OR PORT OF BROOKINGS HARBOR, OR PORT OF CASCADE LOCKS, OR PORT OF COQUILLE RIVER, OR PORT OF GARIBALDI, OR PORT OF GOLD BEACH, OR PORT OF HOOD RIVER, OR PORT OF MORGAN CITY, LA PORT OF MORROW, OR PORT OF NEHALEM, OR PORT OF NEWPORT, OR PORT OF PORT ORFORD, OR PORT OF PORTLAND, OR PORT OF SIUSLAW, OR PORT OF ST. HELENS, OR PORT OF THE DALLES, OR u PORT OF TILLAMOOK BAY, OR PORT OF TOLEDO,OR PORT OF UMATILLA, OR PORT OF UMPQUA, OR PORT ORFORD CEMETERY MAINTENANCE DISTRICT, OR PORT ORFORD PUBLIC LIBRARY DISTRICT, OR FORT ORFORD R.F P D, OR PORTLANDDEVELOPMENT COMMISSION, OR PORTLAND FIRE AND RESCUE PORTLAND HOUSING CENTER, OR POWDER BET D, OR POWDER RIVER R.F.P.D., OR POWDER VALLEY WATER CONTROL DISTRICT, OR POWERS HEALTH DISTRICT, OR PRAIRIE CEMETERY MAINTENANCE DISTRICT, OR PRINEVILLE LAKE ACRES SPECIAL ROAD DISTRICT 91, OR PROSPECT R.F P D., OR QUAIL VALLEY PARK IMPROVEMENT DISTRICT, OR QUEENFR IRRIGATION IMPROVEMENT DISTRICT, OR RAINBOW WATER DISTRICT, OR RAINIER CEMETERYDISTRICT,OR RAIMERDRAINAGE IMPROVEMENT COMPANY, OR RALEIGH WATER DISTRICT, OR BLUMOND AREA PARK & RECREATION DISTRICT, OR REDMOND FIRE AND RESCUE, OR RIDDLE FIRE PROTECTION DISTRICT, OR RTDGEWOOD DISTRICT IMPROVEMENT COMPANY, OR RIDGEWOOD ROAD DISTRICT,ORRIETH SANITARY DISTRICT, OR BIETH WATER DISTRICT, OR RIMROCKWESTIMPROVEMENT DISTRT, OR RINK CREEK WATER DISTRICICT, OR RIVERBEND ESTATES SPECIAL ROAD DISTRICT, OR RIVERFOREST ACRES SPECIAL ROAD DISTRICT, OR RIVER MEADOWS IMPROVEMENT DISTRICT, OR RIVER PINES ESTATES SPECIAL ROAD DISTRICT, OR RIVER ROAD PARK & RECREATION DISTRICT, OR RIVER ROAD WATERDISTRICT, OR RIVERBENDRIVERBANKWATERIMPROVEMENT DISTRICT, OR RIVERDALE R F P.D. 11-1T, OR RIVERGROVE WATER DISTRICT, OR RIVERSIDE MISSION WATER CONTROL DISTRICT, OR RIVERSIDE KF PD #' 6,OR RIVERSIDE WATER DISTRICT. OR SOUTHCLACKAMAS TRANSPORTATION DISTRICT, OR SOUTH COUNTY HEALTH DISTRICT, OR SOUTH FORK WATER BOARD, OR SOUTH GILLIAM COUNTY CEMETERY DISTRICT, OR SOUTH GILLIAM COUNTY HEALTH DISTRICT, OR SOUTH GILLIAM COUNTY R.F.P.D. VI-301, OR SOUTH LAFOURCHE LEVEE DISTRICT, LA SOUTH LANE COUNTY FIRE & RESCUE, OR SOUTH SANTIAM RIVER WATER CONTROL DISTRICT, OR SOUTH SHERMAN FIRE DISTRICT, OR SOUTH SUBURBAN SANITARY DISTRICT, OR SOUTH WASCO PARK & RECREATION DISTRICT, OR SOUTHERN COOS HEALTH DISTRICT, OR SOUTHERN CURRY CEMETERY MAINTENANCE DISTRICT, OR SOUTHVIBW IMPROVEMENT DISTRICT, OR SOUTHWESTLINCOLNCOUNTY WATERDISTRICT, OR SOUTHWESTERN POLK COUNTY R F P D, OR SOUTHWOOD PARK WATER DISTRICT, OR SPECIAL ROAD DISTRICT #1, OR SPECIAL ROAD DISTRICT #8, OR SPRING RIVER SPECIAL ROAD DISTRICT, OR SPRINGFIELD UTILITY BOARD, OR ST. PAUL R.F.P.D, OR STANFIELDCEMETERY DISTRICT#6, OR STANFIELD IRRIGATION DISTRICT, OR STARR CREEK ROAD DISTRICT, OR STARWOOD SANITARY DISTRICT, OR STAYTON FIRE DISTRICT, OR SUBLIMITY FIRE DISTRICT, OR SUBURBAN EAST SALEM WATER DISTRICT, OR SUBURBAN LIGHTING DISTRICT, OR SUCCORCREEKDISTRICT IMPROVEMENT COMPANY, OR SUMMER LAKE IRRIGATION DISTRICT, OR SUM MERVILLE CEMETERYMAINTENANCE DISTRICT, OR SUMNER ICE P.D., OR SUN MOUNTAIN SPECIAL ROAD DISTRICT, OR SUNDOWN SANITATION DISTRICT, OR SUNFOREST ESTATES SPECIAL ROAD DISTRICT, OR SUNNYSIDE IRRIGATION DISTRICT, OR SUNRISE WATER AUTHORITY, OR SUNRIVER SERVICE DISTRICT, OR SUNSET EMPIRE PARK& RECREATION DISTRICT, OR SUNSET EMPIRE TRANSPORTATION DISTRICT, OR SURFLAND ROAD DISTRICT, OR SUTHERLIN VALLEY RECREATION DISTRICT, OR SUTHERLN WATER CONTROL DISTRICT, OR SWALLEY IRRIGATION DISTRICT. OR ROBERTS CREEK WATER DISTRICT, OR ROCKCREEK DISTRICT IMPROVEMENT, OR ROCK CREEK WATER DISTRICT, OR ROCKWOOD WATER P.0 D, OR ROCKY POINT FIRE & EMS, OR ROGUE RIVER R.F.PD,OR ROGUE RIVER VALLEY IRRIGATION DISTRICT, OR ROGUE VALLEY SEWER SERVICES, OR ROGUE VALLEY SEWER, OR ROGUE VALLEY TRANSPORTATION DISTRICT, OR ROSEBURG URBAN SANITARY AUTHORITY, OR ROSEWOOD ESTATES ROAD DISTRICT, OR ROW RIVER VALLEY WATER DISTRICT, OR RURAL ROAD ASSESSMENT DISTRICT 43, OR RURAL ROAD ASSESSMENT DISTRICT ", OR SAINT LANDRY PARISH TOURIST COMMISSION SAINT MARY PARISH REC DISTRICT 2 SAINT MARY PARISH REC DISTRICT 3 SAINT TAMMANY FIRE DISTRICT 4, LA SALEM AREA MASS TRANSIT DISTRICT, OR SALEM MASS TRANSIT DISTRICT SALEM SUBURBAN R F P.D., OR SALISHAN SANITARY DISTRICT, OR SALMON RIVER PARK SPECIAL ROAD DISTRICT, OR SALMON RIVER PARK WATER IMPROVEMENT DISTRICT, OR SALMONBERRY TRAIL INTERGOVERNMENTAL AGENCY, OR SANDPIPER VILLAGE. SPECIAL ROAD DISTRICT, OR SANDY DRAINAGE IMPROVEMENT COMPANY, OR SANDY R.FPD. 472, OR SAINA CLARA R F P D., OR SAWA CLARA WATER DISTRICT, OR SANTMM WATER CONTROL DISTRICT, OR SAUVIE ISLAND DRAINAGE IMPROVEMENT COMPANY, OR IE SAUVISLAND VOLUNTEER THIEF DISTRICT #301, OR SCAPPOOSE DRAINAGE IMPROVEMENT COMPANY, OR SCAPPOOSE PUBLIC LIBRARY DISTRICT, OR SCAPPOOSE R.F.P.D, OR SCIO R F P.D., OR SCOTTSBURG R F.P D., OR SEAL ROCK R F P.D, OR SEAL ROCK WATER DISTRICT, OR SEWERAGE AND WATER BOARD OF NEW ORLEANS, LA SHANGRI-LA WATER DISTRICT, OR SHASTA VIEW IRRIGATION DISTRICT, OR 'LEY ROAD CREST ACRES WATER DISTRICT, OR SHERIDAN FIRE DISTRICT, OR SHERMAN COUNTY HEALTH DISTRICT, OR SHERMAN COUNTY S W.0 D, OR SHORELINE SANITARY DISTRICT, OR SILETZ KEYS SANITARY DISTRICT, OR SMETZ R F P D., OR SILVER FALLS LIBRARY DISTRICT, OR SILVER LAKE IRRIGATION DISTRICT, OR SILVER LAKE R FT D, OR SILVER SANDS SPECIAL ROAD DISTRICT, OR SILVERTON KFTL. NO. 2, OR PARKS & SISTERS PARECREATION DISTRICT, OR SISTERS -CAMP SHERMAN R F P D., OR SRISLAW PUBLIC LIBRARY DISTRICT, OR SIUSLAW S.W.C.D., OR SIUSLAW VALLEY FIRE AND RESCUE, OR SIXES R F P D, OR SRIPANON WATER CONTROL DISTRICT, OR SKYLINE VIEW DISTRICT IMPROVEMENT COMPANY, OR SLEEPY HOLLOW WATER DISTRICT, OR SMITH DITCH DISTRICT IMPROVEMENT COMPANY, OR a HIV SWEET HOME CEMETERY MAINTENANCE DISTRICT, OR SWEET HOME FIRE & AMBULANCE DISTRICT, OR SWISSHOME-DEADWOOD KF.P.D, OR TABLE ROCK DISTRICT IMPROVEMENT COMPANY, OR TALENT IRRIGATION DISTRICT, OR TANGENT R.FPD,OR TENMILE R.F.P.D., OR TERREBONNE DOMESTIC WATERDISTRICT, OR THE DALLES IRRIGATION DISTRICT, OR THOMAS CREEK- WESTSIDE R F.P.D, OR THREE RIVERS RANCH ROAD DISTRICT, OR THREE SISTERS IRRIGATION DISTRICT, OR TIGARD TUALATN AQUATIC DISTRICT, OR TIGARD WATER DISTRICT, OR TILLAMOOK BAY FLOOD IMPROVEMENT DISTRICT, OR TILEAMOOKCOUNTYEMERGENCY COMMUNICATIONS DISTRICT, OR TILLAMOOK COUNTY S.W.C.D., OR TFFFP OOKCOUNTY TRANSPORTATION DISTRICT, OR TILLAMOOK FIRE DISTRICT, OR TILLAMOOK P U.D, OR TILLER R.F.P.D., OR TOBN DITCH DISTRICT IMPROVEMENT COMPANY, OR TOLEDO R F P D, OR TONE WATER DISTRICT, OR TOOLEY WATER DISTRICT, OR TRASK DRAINAGE DISTRICT, OR TRI CITY R.F.P.D #4, OR TRI-CITY WATER & SANITARY AUTHORITY, OR TRI- COUNTY METROPOLITAN TRANSPORTATION DISTRICT OF OREGON TRIMET, OR TUALATM HILLS PARK & RECREATION DISTRICT TUALATIN HILLS PARK & RECREATION DISTRICT, OR TUALATIN &W C D, OR TUALATN VALLEY FIRE & RESCUE TUALATN VALLEY FIRE & RESCUE, OR TUALATN VALLEY IRRIGATION DISTRICT, OR TUALATN VALLEY WATER DISTRICT TUALATN VALLEY WATER DISTRICT, OR TOMATO IRRIGATION DISTRICT, OR TURNER FIRE DISTRICT, OR TWIN ROCKS SANITARY DISTRICT, OR TWO RIVERS NORTH SPECIAL ROAD DISTRICT, OR TWO RIVERS S WC D, OR TWO RIVERS SPECIAL ROAD DISTRICT, OR TYGH VALLEY R.F.P.D., OR TYGH VALLEY WATER DISTRICT, OR UMATILLA COUNTY FIRE DISTRICT #1, OR UMATILLA COUNTY S.WC D., OR UMATILLA COUNTY SPECIAL LIBRARY DISTRICT, OR UMATILLA HOSPITALDISTRICT, OR UMATILLA BET D #7405, OR UMATILLA-MORROW RADIO AND DATA DISTRICT, OR UMPQUA S.W.C.D., OR UNION CEMETERY MAINTENANCE DISTRICT, OR UNION COUNTY SOLID WASTE DISPOSAL DISTRICT, OR UNION COUNTY VECTOR CONTROLDISTRICT, OR UNION GAP SANITARY DISTRICT, OR UNION GAP WATERDISTRICT, OR UNION HEALTH DISTRICT, OR UNION RF.PD,OR UNION S WC.D, OR UNITY COMMUNITY PARK & RECREATION DISTRICT, OR UPPER CLEVELAND RAPIDS ROAD DISTRICT, OR UPPER MCKENZIE R.F.P.D., OR UPPER WILLAMETTE S W C D., OR ®ia! I I WICKIUP WATER DISTRICT, OR WILLAKENZIE VALE OREGON IRRIGATION R.F.P D , OR DISTRICT, OR VALE RURAL FIRE WILLAMALANE PARK &RECREATION DISTRICT, OR PROTECTION DISTRICT, OR VALLEY WILLAMALANE PARK AND RECREATION DISTRICT ACRES SPECIAL ROAD DISTRICT, OR WILLAMETTE HUMANE SOCIETY VALLEY VIEW CEMETERY WH,LAMETTE RIVER WATER COALITION, OR WILLIAMS MAINTENANCE DISTRICT, OR R-F P D, OR VALLEY VIEW WATER DISTRICT, OR WILLOW CREEK PARK DISTRICT, OR WILLOW DALE VANDEVERT ACRES SPECIAL ROAD WATER DISTRICT, OR WILSON RIVER WATER DISTRICT, OR VERNOMA R F P.D., OR DISTRICT, OR WINCHESTER BAY R F.P D., OR VINEYARD MOUNTAIN PARK & 'CHESTER BAY SANITARY DISTRICT, OR RECREATION DISTRICT, OR WMCHUCK R F P D , OR VINEYARD MOUNTAIN SPECIAL ROAD WINSTON-DILLARD R F P D., OR WINSTON- DISTRICT, OR DILLARD WATERDISTRICT, OR WOLF CREEK WALLA WALLA RIVER IRRIGATION R.F.P.D, OR DISTRICT, OR WALLOWA COUNTY WOOD RIVERDISTRICT IMPROVEMENT COMPANY, OR HEALTH CARE DISTRICT, OR WALLOWA WOODBURN R.F.P.D. NO.6, OR LAKE COUNTY SERVICE DISTRICT, OR WOODLAND PARK SPECIAL ROAD DISTRICT, OR WOODS WALLOWA LAKE IRRIGATION DISTRICT, ROAD DISTRICT, OR OR WALLOWA LAKE R F P.D., OR WRIGHT CREEKROAD WATER IMPROVEMENT DISTRICT, OR WALLOWA S W C D, OR WY EAST FIRE DISTRICT, OR YACHATS WALLOWAVALLEYIMPROVEMENT BEE .D., OR DISTRICT Al, OR YAMHILL COUNTY TRANSIT AREA, OR YAMHILL WAMIC ICE P D, OR FIRE PROTECTION DISTRICT, OR YAMIHLL SAVE, OR WAMIC WATER & SANITARY YONCALLA PARK & RECREATION DISTRICT, OR YOUNGS AUTHORITY, OR WARMSPRINGS RIVER-LEWIS & CLARK WATERDISTRICT, OR IRRIGATION DISTRICT, OR WASCO ZUMWALTR-FPD,OR OUNTY S W C.D., OR CWATER ENVIRONMENT SERVICES, OR WATER WONDERLAND IMPROVEMENT PARISIIL`lIiSOC9o�BEQ�EkT�NHOOL� DISTRICT, OR DISTRICT WATERBURY &ALLEN DITCH BENDLAPINE SCHOOL DISTRICT BOGALUSA IMPROVEMENT DISTRICT, OR HIGH SCHOOL, LA BOSSIER PARISH SCHOOL WATSECO-BAR VIEW WATER BOARD DISTRICT, OR WAUNA WATER BROOKING HARBOR SCHOOL DISTRICT CADDO DISTRICT, OR WEDDERBURN PARISH SCHOOL DISTRICT CALCASIEU PARISH SANITARY DISTRICT, OR SCHOOL DISTRICT CANBY SCHOOL DISTRICT WESTEAGLE VALLEY WATERCONTROL CANYONVILLE CHRISTIAN ACADEMY CASCADE DISTRICT, OR SCHOOL DISTRICT WEST EXTENSION IRRIGATION CASCADES ACADEMY OF CENTRAL OREGON CENTENNIAL DISTRICT, OR WEST LABISH SCHOOL DISTRICT DRAINAGE & WATER CONTROL CENTRAL CATHOLIC HIGH SCHOOL CENTRAL IMPROVEMENT DISTRICT, OR POINT SCHOOLDISTRICT NO.6 CENTRAL SCHOOL WESTMULTNOMAH DISTRICT 13J S.W C D., OR WEST SIDE COOS BAY SCHOOL DISTRICT NO 9 CORVALLIS R.F.P D, OR SCHOOL DISTRICT 509J COUNTY OF YAMHILL WEST SLOPE WATER DISTRICT, OR SCHOOLDISTRICT 29 CULVER SCHOOL DISTRICT WESTUMATILLA MOSQUITO CONTROL DALLAS SCHOOL DISTRICTNO.2 DAVID DISTRICT, OR DOUGLAS SCHOOLDISTRICT DAYTON WEST VALLEY FIRE DISTRICT, OR SCHOOL DISTRICT NO.8 WESTERN HEIGHTS SPECIAL ROAD DE LA SALLE N CATHOLIC HS DISTRICT, OR WESTERN LANE DESCHUTES COUNTY SCHOOL DISTRICT NO6 AMBULANCE DISTRICT, OR WESTLAND DOUGLAS EDUCATIONAL DISTRICT SERVICE DUFUR IRI ATIONDISTRICT, OR SCHOOLDISTRICTNO.29 WESTON ATHENA MEMORIAL HALL PARK EAST BATON ROUGE PARISH SCHOOL DISTRICT & RECREATION DISTRICT, OR ESTACADA SCHOOL DISTRICT NO.10B WESTON CEMETERY DISTRICT42, OR FOREST GROVE SCHOOL DISTRICT WESTPORT FIRE AND RESCUE, OR GEORGE MIDDLE SCHOOL GLADSTONE WESTRIDGE WATER SUPPLY SCHOOL DISTRICT GRANTS PASS CORPORATION, OR WESTWOOD HILLS SCHOOL DISTRICT] ROAD DISTRICT, OR WESTWOOD GREATER ALBANY PUBLIC SCHOOL DISTRICT VILLAGE ROAD DISTRICT, OR GRESHAM BARLOW JOINT SCHOOL DISTRICT WHEELER S W C D, OR HEAD START OF LANE COUNTY WHITE RIVER HEALTH DISTRICT, OR HIGH DESERT EDUCATION SERVICE DISTRICT WGARD MEMORIAL PARK DISTRICT, OR HILLSBORO SCHOOL DISTRICT HOODRIVERCOUNTYSCHOOL I I SCHOOL DISTRICT IJ DISTRICT JACKSON CO SCHOOL DIST SAINT TAMMANY PARISH SCHOOL BOARD, LA NO 9 SEASIDE SCHOOL DISTRICT 10 IT PERSON COUNTY SCHOOL DISTRICT SHERWOOD SCHOOL DISTRICT 88J 509-J JEFFERSON PARISH SCHOOL SILVERFALLS SCHOOLDISTRICT41 DISTRICT JEFFERSON SCHOOL DISTRICT SOUTH LANE SCHOOL DISTRICT 4513 JUNCTION CITY SCHOOLS, OR SOUTHERN OREGON EDUCATION SERVICE KLAMATH COUNTY SCHOOL DISTRICT DISTRICT KLAMATH FALLS SPRINGFIELD PUBLIC SCHOOLS CITY SC I TOOLS LAFAYETTE SUTHERLIN SCHOOL DISTRICT PARISH SCHOOL DISTRICT SWEET HOME SCHOOL DISTRICT NO.55 LAKE OSWEGO SCHOOL TERREBONNE PARISH SCHOOL DISTRICT THE DISTRICT'/J LANE COUNTY CATLIN GABEL SCHOOL SCHOOL DISTRICT 4J LINCOLN TIGARD-TUALATIN SCHOOL DISTRICT UMATILLA COUNTY SCHOOL DISTRICT MORROW ESD LINN CO. SCHOOL DIST. 95C WEST LINN WILSONVILLE SCHOOL DISTRICT WILLAMETTE LIVINGSTON PARISH SCHOOL EDUCATION SERVICE DISTRICT WOODBURN SCHOOL DISTRICT LOST RIVER JR/SR DISTRICT HIGH SCHOOL LOWELL YONCALLA SCHOOL DISTRICT SCHOOL DISTRICT NO 71 ACADEMY FOR MATH ENGINEERING & SCIENCE (AMR), UT SALEM-KEIZER PUBLIC ALIANZA ACADEMY, UT ALPINE DISTRICT, SCHOOLS 24I MARION COUNTY U.I. SCHOOL DISTRICT 103 MARIST AMERICAN LEADERSHIP ACADEMY, UT AMERICAN HIGH SCHOOL, OR PREPARATORY ACADEMY, UT BAER CANYON HIGH MCMINNVILLE SCHOOL SCHOOL FOR SPORTS & MEDICAL SCIENCES, UT DISTRICTNOAO MEDFORD BEAR RIVER CHARTER SCHOOL, UT BEAVER SCHOOL SCHOOL DISTMCT 549C MITCH DISTRICT, UT CHARTER SCHOOL BEEHIVE SCIENCE& TECHNOLOGY ACADEMY(BSTA), UT MONROE SCHOOL DISTRICT BOX ELDER SCHOOL DISTRICT, UT CBA CENTER, NOAJ MORROW COUNTY UT SCHOOL DIST, OR CACHE SCHOOL DISTRICT, UT CANYON RIM MULTNOMAH EDUCATION SERVICE ACADEMY, UT CANYONS DISTRICT, UT DI STRICT MULTISENSORY LEARNING CARBON SCHOOL DISTRICT, UT CHANNING ACADEMY MYRTLE PINT SCHOOL HALL UT DISTRICT 41 CHARTER SCHOOL LEWIS ACADEMY, UT CITY NEAH-KAH-NIE DISTRICT NO 56 NEW ERG PUBLIC ACADEMY, UT DAGGETT SCHOOL DISTRICT, UT DAVINCI SCHOOLS ACADEMY, UT NESTUCCA VALLEY SCHOOL DAVIS DISTRICT, UT DISTRICTNO 101 NOBEL LEARNING 'IMMERSION ACADEMY, UT DUCHESNE COMMUNITIES SCHOOL DISTRICT, UT NORTH BE SCHOOL DISTRICT EARLY LIGHT ACADEMY AT DAYBREAK, UT EAST 13 NORTH CLACKAMAS SCHOOL HOLLYWOOD HIGH, UT DISTRICT NORTH DOUGLAS EDITH BOWEN LABORATORY SCHOOL, UT EMERSON SCHOOL DISTRICT NORTH ALCOTT ACADEMY, UT WASCO CITY SCHOOL DISTRICT EMERY SCHOOLDISTRICT, UT ENTHEOS 21 ACADEMY, UT EXCELSIOR ACADEMY, UT NORTHWESTREGIONALEDUCATION FASTFORWARD HIGH, UT FREEDOM SERVICE DISTRICT ACADEMY, UT ONTARIO MIDDLE SCHOOL GARFIELD SCHOOL DISTRICT, UT GATEWAY OREGEN TRAIL SCHOOL PREPARATORY ACADEMY, UT GEORGE WASHINGTON DISTRICT NOA6 On NS ACADEMY, UT GOOD FOUNDATION ACADEMY, UT PARISH SCHOOL DISTRICT GRAND SCHOOL DISTRICT, UT PHOENIX -TALENT SCHOOL GRANITE DISTRICT, UT GUADALUPE DISTRICT NOA PLEASANT HILL SCHOOL, UT HAWTHORN ACADEMY, UT SCHOOL DISTRICT PORTLAND INTECH COLLEGIATE HIGH SCHOOL, UT BON JEWISH ACADEMY PORTLAND SCHOOL DISTRICT, UT PUBLIC SCHOOLS I'S EARLY COLLEGE HIGH, UT JOHN HANCOCK RAPIDES PARISH SCHOOL CHARTER SCHOOL, UT JORDAN DISTRICT, UT DISTRICT REDMOND SCHOOL DISTRICT NAB SCHOOL DISTRICT, UT KANE SCHOOL DISTRICT, UT REYNOLDS SCHOOL I G MAESERPREPARATORY ACADEMY,UT LAKEV `W DISTRICT ROGUE RIVER ACADEMY, UT SCHOOL DISTRICT LEGACY PREPARATORYACADEMY, UT LIBERTY BUSEHURO PUBLIC SCHOOLS SCAPPOOSE ACADEMY, UT u LINCOLN ACADEMY, UT LOGAN SCHOOLDISTRICT,UT MAMA MONTF.SSOM ACADEMY, UT MERIT COLLF.GF. PREPARATORY ACADEMY, UT MILLARD SCHOOL DISTRICT, UT MOAB CHARTER SCHOOL, UT MONTICELLO ACADEMY, UT MORGANSCHOOL DISTRICT, UT MOUNTAINVILLE ACADEMY, UT MURRAY SCHOOL DISTRICT, UT NAVIGATORPOINTE ACADEMY, UTNEBO SCHOOL DISTRICT, UT NO UT AD FOR MATH ENGINEEI NG & SCIENCE (NUAMES), UT NOAH WEBSTER ACADEMY, UT NORTH DAVIS PREPARATORY ACADEMY, UT NORTH SANPETE SCHOOL DISTRICT, UT NORTH STAR ACADEMY, UT NORTH SUMMITSCHOOL DISTRICT, UT ODYSSEY CHARTER SCHOOL, UT OGDEN PREPARATORY ACADEMY, UT OGDEN SCHOOL DISTRICT, UT OPEN CLASSROOM, UT OPEN HIGH SCHOOL OF UTAH, UT OQUIRRH MOUNTAIN CHARTER SCHOOL, UT PARADIGM HIGH SCHOOL, UT PARK CITY SCHOOL DISTRICT, UT PINNACLE CANYON ACADEMY, UT PIUTE SCHOOL DISTRICT, UI PROVIDENCE HALL, UT PROVOSCHOOL DISTRICT, UT QUAIL RUN PRIMARY SCHOOL, UI QUEST ACADEMY, UT RANCHES ACADEMY, UT REAGAN ACADEMY, UT RENAISSANCE ACADEMY, UT RICH SCHOOL DISTRICT, UT ROCKWELLCHARTER HIGH SCHOOL, UT SALT LAKE ARTS ACADEMY, UT SALT LAKE CENTER FOR SCIENCE EDUCATION, UT SALT LAKE SCHOOL DISTRICT, UT SAL TLAKESCHOOLFORTHE PERFORMINGARTS, UT SAN 3UAN SCHOOL DISTRICT, UT SEVIER SCHOOL DISTRICT, UT SOLDIERHOLLOW CHARTER SCHOOL, UT SOUTH SANPETE SCHOOL DISTRICT, UT SOUTH SUMMIT SCHOOL DISTRICT, UT LOUISIANA UNIVERSITY SOUTHERN OREGON UNIVERSITY (OREGON UNIVERSITY SYSTEM) SOUTHWESTERN OREGON COMMUNITY COLLEGE TULANE UNIVERSITY TILLAMOOK BAY COMMUNITY COLLEGE UMPQUA COMMUNITY COLLEGE UNIVERSITY OF HAWAII BOARD OF REGENTS UNIVERSITY OF HAW AII-HONOLULU COMMUNITY COLLEGE UNIVERSITYOFOREGON-GRADUATESCHOOL UNIVERSITY OF PORTLAND UNIVERSITYOFNEW ORLEANS WESTERN OREGON UNI VERSITY WESTERN STATES CHIROPRACTIC COLLEGE WI.LAMETTE UNIVERSITY XAVIER UNIVERSITY UTAH SYSTEM OF HIGHER EDUCATION, UT UNIVERSITY OF UTAH, UT UTAH STATE UNIVERSITY, UT WEBER STATE UNIVERSITY, UT SOUTHERN UTAH UNIVERSITY, UT SNOW COLLEGE,UT DIXIE STATE COLLEGE, UT COLLEGE OF EASTERN UTAH, UT UTAH VALLEY UNIVERSITY, UT SALT LAKE COMMUNITY COLLEGE, UT UTAH COLLEGE OF APPLIED TECHNOLOGY, UT STATE AGENCIES ADMIN. SERVICES OFFICE BOARDOF MEDICAL EXAMINERS HAWAII CHILD SUPPORT ENFORCEMENT AGENCY HAWAII DEPARTMENT OF TRANSPORTATION HAWAII HEALTH SYSTEMS CORPORATION OFFICE OF MEDICAL ASSISTANCE PROGRAMS OFFICE OF THE STATE TREASURER OREGON BOARD OF ARCHITECTS DUGON CHILD DEVELOPMENT COALITION OREGON DEPARTMENT OF EDUCATION OREGON DEPARTMENT OF FORESTRY DUG OH DEFT OF TRANSPORTATION OREGON DEPT OF EDUCATION OREGON LOTTERY OREGON OFFICE OF ENERGY OREGON STATE BOARDOF NURSING OREGON STATE DEPT OF CORRECTTDNS OREGON STATE POLICE OREGON TOURISM COMMISSION OREGON TRAVEL INFORMATION COUNCIL SANTIAMCANYON COMMUNICATION CENTER SEN LOCAL 503, OPEU SOH- JUDICIARY CONTRACTS AND PURCH STATE DEPARTMENT OF SPECTRUM ACADEMY, UT SUCCESS ACADEMY,UT SUCCESS SCHOOL, UT SUMMIT ACADEMY, UT SUMMIT ACADEMY HIGH SCHOOL, UT SYRACUSE ARTS ACADEMY 'UT THOMAS EDISON - NORTH, UT TIMPANOGOS ACADEMY, UT TINTTC SCHOOL DISTRICT, UT TOOELE SCHOOLDISTRICT, UT TUACAHN HIGH SCHOOL FOR THE PERFORMING ARTS, UT UINTAH RIVER HIGH, UT UMTAH SCHOOL DISTRICT, UT UTAH CONNECTIONS ACADEMY, UT UTAH COUNTYACADEMY OF SCIENCE, UT UTAH ELECTRONIC HIGH SCHOOL, UT UTAH SCHOOLS FOR DEAF & BLIND, UT UTAH STATE OFFICE OF EDUCATION, UT UTAH VIRTUAL ACADEMY, UT VENTORE ACADEMY, UT VISTA AT ENTRADA SCHOOL OF PERFORMING ARTS AND TECHNOLOGY, UT WALDEN SCHOOL OF LIBERAL ARTS, UT WASATCH PEAK ACADEMY, UT WASATCH SCHOOL DISTRICT, UT WASHINGTON SCHOOL DISTRICT, UT WAYNE SCHOOL DISTRICT, UT WEBER SCHOOL DISTRICT, UT WEI,ENMANN SCHOOL OF DISCOVERY, UT HIGHER EDUCATION ARGOSY UNIVERSITY BATON ROUGE COMMUNITY COLLEGE, LA METHINGWAY COLLEGE OF MIDWIFERY BLUE MOUNTAIN COMMUNITY COLLEGE BRIGHAM YOUNG UNIVERSITY - HAWAII CENTRAL OREGON COMMUNITY COLLEGE CENTENARY COLLEGE OF LOUISIANA CHEMEKETA COMMUNITY COLLEGE CLACKAMAS COMMUNITY COLLEGE COLLEGE OF THE MARSHALL ISLANDS COLUMBIA GORGE COMMUNITY COLLEGE CONCORDIA UNIVERSITY GEORGE FOX UNIVERSITY KLAMATHCOMMUNITYCOLLEGE DISTRICT LANE COMMUNITY COLLEGE LEWIS AND CLARKCOLLEGE U NFMLD COLLEGE LINN-BENTON COMMUNITY COLLEGE LOUISIANA COLLEGE, LA LOUISWJA STATE UNIVERSITY LOUISIANA STATE UNIVERSITY HEALTH SERVICES MARYLHURST UNIVERSITY MT. HOOD COMMUNITY COLLEGE MULTNOMAH BIBLE COLLEGE NATIONAL COLLEGE OF NATURAL MEDICINE NORTHWEST CHRISTIAN COLLEGE OREGON HEALTH AND SCIENCE UNIVERSITY OREGON INSTITUTE OF TECHNOLOGY OREGON STATE UNIVERSITY OREGON UNIVERSITY SYSTEM PACIFIC UNIVERSITY PIONEER PACIPIC COLLEGE PORTLAND COMMUNITY COLLEGE PORTLAND STATE UNIVERSITY REED COLLEGE RESEARCH CORPORATION OF THE UNIVERSITY OF HAWAII ROGUE COMMUNITY COLLEGE SOUTHEASTERN DEFENSE, STATE OF HAWAII STATE OF HAWAII STATEOFHAWAI,DEPT OFEDUCATION STATE OF LOUISIANA STATE OF LOUISIANA DEPT OF EDUCATION STATE OF LOUISIANA, 26" JUDICIAL DISTRICT ATTORNEY STATE OF UTAH FEDERAL TRANSIT ADMINISTRATION TERMS, CONDITIONS, AND CERTIFICATIONS FEDERAL TRANSIT ADMINISTRATION TERMS, CONDITIONS AND CERTIFICATIONS Requirements/Conditions For All FTA Assisted Contracts: Federal Disclaimer to Third Parties Program Fraud and False or Fraudulent Statements and Related Acts Access to Third Party Contract Records Prohibitions Against Exclusionary or Discriminatory Specifications Changes to Federal Requirements Termination Provisons (Contracts exceeding $10,000) Civil Rights Requirements Requirements for Disadvantaged Business Enterprises (DBEs) Incorporation of FTA Terms Requirements for Contracts Exceeding $25,000 Threshold: Debarment and Suspension Requirements Requirements for Contracts Exceeding Small Purchase Threshold ($100,000): Report, record retention, and access provisions Buy America requirements Provisions For Resolution Of Disputes, Breaches, Defaults Or Other Litigation Lobbying Requirements Bonding Requirements for Construction Activities; (may be imposed for nonconstruction activities) Clean Water Requirements Clean Air Requirements Cargo Preference Acquisition of Property Shipped by Ocean Vessel Acquisition of Property Shipped by Air (Fly America) Construction Activities: Equal Employment Opportunity (Except for supplies/raw materials) Construction Employee Protection Requirements: (except for contracts < $2,000, or for supplies/raw materials) Davis Bacon Act (for contracts exceeding $2,000) Contract Work Hours & Safety Standards Act (contracts exceeding $100,000) Copeland Anti -Kickback Act (for all construction contracts) Siesmic Safety (for new buildings/additions only) Non Construction Activities Non Construction Employee Protection Requirements (Except for supplies/raw materials) (for all turnkey, rolling stock and operiational contracts (excluding transportation services) in excess of $100,000 Transit Operations Transit Employee Protective Arrangements Charter Service Operation School Bus Operations Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations Planning, Research, Development and Demonstration Projects Patent Rights Requirements Rights in data and copyrights requirements Turnkey and Other Acquisitions Made by a Third Party Contractor Assuming the Role of Sun Tran Bus Testing Pre -Award and Post -Delivery Audit Requirements Miscellaneous Special Requirements Environmental Protection Energy Conservation Requirements Metric System Requirements National ITS Architecture Requirements for Recycled Products (for items designated by EPA) Seat Belt Use Text Messaging While Driving Federal Davis -Bacon Wage Rates (If Applicable) Certifications Buy America Transit Vehicle Manufacturer's DBE Certification Lobbying Bus Testing Requirements Protest Procedures For Federal Transit Administration Funded Projects Sun Tran Protest Procedures For Federal Transit Administration (FTA) Funded Projects Requirements/Conditions For All FTA Assisted Contracts This Contract is Subject to Federal Financial AssistancelApplication of Provisions and Clauses This contract is funded in part by grants from the Federal Transit Administration (FTA) of the United States Department of Transportation. The award of any contract is subject to the requirements of financial assistance contracts between Sun Tran and the U.S. Department of Transportation. The Contractor is required to comply with all terms and conditions prescribed for third -party contracts by the U.S. Department of Transportation, Federal Transit Administration (FTA). If FTA requires any change to this Contract to comply with its requirements, both parties agree to amend the Contract as required by FTA. If such changes cause an increase or decrease in the work to be performed by the Contractor or the time for such performance, then the compensation to be paid the Contractor and time of performance shall be equitably adjusted. The required contract clauses, which are identified below as applicable to this solicitation, will be incorporated by reference in any contract resulting from this solicitation issued by Sun Tran. These solicitation provisions and required contract clauses are in addition to other General Specifications, Special and Technical Specifications, Bidding or Proposal Procedures, and Bid or Proposal Forms set forth in other sections of this solicitation which may also be incorporated by reference in any resulting contract. If there is any discrepancy in the language between this document and the General Specifications, Special and Technical Specifications, Bidding or Proposal Procedures and Bid or Proposal Forms set forth in other sections of this solicitation, the stricter of two shall govern. Some provisions and clauses require the bidder/proposer to execute and submit certain required certifcations with the bid or proposal, which are included herein. Failure to execute and submit required certifications with the bid or proposal documents may render a bid or proposal non -responsive. Federal Disclaimer to Third Parties 1. The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurence by the Federal Government in or approval of the solicitation or award of the undedying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. 2. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. Program Fraud and False or Fraudulent Statements and Related Acts -31 U.S.C. § 3801 at seq., 49 CFR Part 31, 18 U.S.C. § 1001, 49 U.S.C. 5307 1. The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 at seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, It makes, it may make, or causes to tie made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Govemment deems appropriate. 2. The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certifcation to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U S.0 § 5307, the Govemment reserves the right to impose the penalties of 18 U.S C. § 1001 and 49 U S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. 3. The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. Access to Third Party Contract Records (Form FTA Master Agreement MA (18) dated October 1, 2011) All contractors and third party subcontractors at each tier to provide to the U.S. Secretary of Transportation and the Comptroller General of the United States or their duly authored representatives, access to all third party contract records as required by 49 U.S.C. § 5325(g). All contractors further agree to require its third party contractors and third party subcontractors, at each tier, to provide sufficient access to third party procurement records as needed for compliance with Federal laws and regulations or to assure proper Project management as determined by FTA. Prohibitions Against Exclusionary or Discriminatory Specifications —49 U.S.C. § 5323(h)(2) 1. Apart from inconsistent requirements imposed by Federal laws or regulations, Sun Train agrees that it will comply with 49 U.S.C. § 5325 (h) by not expending or otherwise using any Federal assistance FTA has made available for the Project to support a procurement using exclusionary or discriminatory specifications. Changes to Federal Requirements - 49 CFR Part 18 1 Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Agreement (Form FTA MA (18) dated October, 2011 between Sun Tran and FTA), as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. All standards or limits set forth in this Contract to be observed in the performance of the work are minimum requirements, unless modified by the FTA. Termination Provisions - 49 U.S.C.Part 18, FTA Circular 4220.1F 1. Termination for Convenience (General Provision): Sun Tran may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Govemment's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to Sun Tran to be paid the Contractor If the Contractor has any property in its possession belonging to Sun Than, the Contractor will account for the same, and dispose of it in the manner Sun Tran directs. 2. Termination for Default [Breach or Cause] (General Provision): If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, Sun Tmn may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by Sun Tran that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, Sun Tran, after setting up new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. 3. Opportunity to Cure (General Provision): Sun Tran in its sole discretion may, in the case of a termination for breach or default, allow the Contractor to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to Sun Tran's satisfaction the breach or default or any of the terms, covenants, or conditions of this Contract after receipt of written notice from Sun Tran setting forth the nature of said breach or default, Sun Tran shall have the fight to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude Sun Train from also pursuing all available remedies against Contractor and its sureties for said breach or default 4. Waiver of Remedies for any Breach: In the event that Sun Tmn elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by Sun Tmn shall not limit Sun Tran's remedies for any succeeding breach of that or of any other tens, covenant, or condition of this Contract. 5. Termination for Convenience (Professional or Transit Service Contracts): Sun Than, by written notice, may terminate this contract, in whole or in part, when it is in the Governments interest. If this contract is terminated, Sun Train shall be liable only for payment under the payment provisions of this contract for services randered before the effective date of termination. 6. Termination for Default (Supplies and Service): If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, Sun Tran may terminate this contract for default Sun Tran shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of Sun Than. 7. Termination for Default(Transportation Services): If the Contractor fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, Sun Tran may terminate this contract for default Sun Tran shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract If this contract is terminated while the Contractor has possession of Recipient goods, the Contractor shall, upon direction of Sun Than, protect and preserve the goods until surrendered to Sun Tmn or its agent. The Contractor and Sun Tmn shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of Sun Than. 8. Termination for Default (Construction): If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or If the Contractor fails to comply with any other provisions of this contract, Sun Tran may terminate this contract for default. Sun Tran shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, Sun Than may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to Sun Tran resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractors right to proceed with the work is terminated. This liability includes any increased costs incurred by Sun Than in completing the work. The Contractors right to proceed shall not be terminated nor the Contractor charged with damages under this clause if - a. the delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of Sun Tran, acts of another Contractor in the performance of a contract with Sun Tmn, epidemics, quarantine restrictions, strikes, freight embargoes; and It. the contractor, within ten [10] days from the beginning of any delay, notifies Sun Tran in writing of the causes of delay. If in the judgment of Sun Tran, the delay is excusable, the time for completing the work shall be extended. The judgment of Sun Tran shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. If, after termination of the Contractors right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of Sun Tmn. 9. Termination for Convenience or Default (Architect and Engineering): Sun Tmn may terminate this contract in whole or in part, for Sun Tran's convenience or because of the failure of the Contractor to fulfill the contract obligations. Sun Tran shall terminate by delivering to the Contractor a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. If the termination is for the convenience of Sun Tran, the Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of the Contractor to fulfill the contract obligations, Sun Tran may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by Sun Tmn. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of Sun Tran. 10. Termination for Convenience or Default (Cost -Type Contracts): Sun Tran may terminate this contract, or any portion of it, by serving a notice or termination on the Contractor. The notice shall state whether the termination is for convenience of Sun Tran or for the default of the Contractor. If the termination is for default, the notice shall state the manner in which the contractor has failed to perform the requirements of the contract The Contractor shall account for any property in its possession paid for from funds received from Sun Tran, or property supplied to the Contractor by Sun Tran. If the termination is for default, Sun Tran may fix the fee, if the contract provides for a fee, to be paid the contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to Sun Tran and the parties shall negotiate the termination settlement to be paid the Contractor. If the termination is for the convenience of Sun Tran, the Contractor shall be paid its contract close-out costs, and a fee, it the contract provided for payment of a fee, in proportion to the work performed up to the time of termination. If, after serving a notice of termination for default, Sun Than determines that the Contractor has an excusable reason for not performing, such as strike, fire, Flood, events which are not the fault of and are beyond the control of the contractor, Sun Thin, after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. Civil Rights Requirements .29 U.S.C. § 623, 42 U.S.C. § 2000, 42 U.S.C. § 6102, 42 U.S.C. § 12112, 42 U.S.C. § 12132, 49 U.S.C. § 5332, 29 CFR Part 1630, 41 CFR Parts 60 at seq 1. Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. 2. Equal Employment Opportunity -The following equal employment opportunity requirements apply to the underlying contract: a. Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,"41 C.F.R. Parts 60 et seq ., (which implement Executive Order No. 11246, "Equal Employment Opportunity,' as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. b. Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. c. Disabilities in accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 3. The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. Requirements for Disadvantaged Business Enterprises (DBE's) - 49 CFR Part 26 1. The Federal Fiscal Year goal has been set by Sun Tran in an attempt to match protected procurements with available qualified disadvantaged businesses. Sun Tran goals for budgeted service contracts, bus parts, and other material and supplies for Disadvantaged Business Enterprises have been established by Sun Tran as set forth by the Department of Transportation Regulations 49 C.F.R. Part 26, March 31, 1980, and amended by Section 106(c) of the Surface Transportation Assistance Act of 1987, and is considered pertinent to any contract resulting from this request for proposal. If a specific DBE goal is assigned to this contract, it will be clearly stated in the Legal Documents and Specifications, and if the contractor is found to have failed to exert sufficient, reasonable, and good faith efforts to involve DBE's in the work provided, Sun Tran may declare the Contractor noncompliant and in breach of contract. Its goal is not stated in the Special Specifications, it will be understood that no specific goal is assigned to this contract. a. Policy - It is the policy of the Department of Transportation and Sun Train that Disadvantaged Business Enterprises, as defined in 49 CFR Part 26, and as amended in Section 106(c) of the Surface Transportation and Uniform Relocation Assistance Act of 1987, shall have the maximum opportunity to participate in the performance of Contract financed in whole or in part with federal funds underthis Agreement. Consequently, the DBE requirements of 49 CFR Part 26 and Section 106(c) of the STURAA of 1987, apply to this Contract. The Contractor agrees to ensure that DBEs as defined in 49 CFR Part 26 and Section 106(c) of the STURAA of 1987 have the maximum opportunity to participate in the whole or in part with federal funds provided under this Agreement. In this regard, the Contractor shall take all necessary and reasonable steps in accordance with the regulations to ensure that DBEs have the maximum opportunity to compete for and perform subcontracts. The Contractor shall not discriminate on the basis of race, color, national origin, religion, sex, age or physical handicap in the award and performanceofsubconlracts. Failure by the contractorto carry out these requirements is a material breach of this contract, which may result in the termination of this contract or any such other remedy as the recipient deems appropriate. It is further the policy of Sun Tran to promote the development and increase the participation of businesses owned and controlled by disadvantaged. DBE involvement in all phases of Sun Tran procurement activities are encouraged. b. DBE obligation - The Contractor and its subcontractors agree to ensure that disadvantaged businesses have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with federal funds provided under the Agreement. In that regard, all Contractors and subcontractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 26 as amended, to ensure that minority business enterprises have the maximum opportunity to compete for and perform contracts. G. Where the Contractor is found to have failed to exert sufficient reasonable and good faith efforts to involve DBE's in the work provided, Sun Tran may declare the contractor noncompliant and in breach of contract. d. The Contractor will keep records and documents for a reasonable time following performance of this contract to indicate compliance with Sun Tran DBE program. These records and documents will be made available at reasonable limes and places for inspection by any authorized representative of Sun Tran and will be submitted to Sun Tran upon request. e. Sun Train will provide affirmative assistance as may be reasonable and necessary to assist the prime contractor in implementing their programs for DBE participation. The assistance may include the following upon request: * Identification of qualified DBE * Available listing of Minority Assistance Agencies * Holding bid conferences to emphasize requirements 2. DBE Program Definitions, as used in the contract: a. Disadvantaged business "means a small business concem": i. Which is at least 51 percent owned by one or more socially and economically disadvantaged individuals, or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more socially and economically disadvantaged individuals; and it. Whose management and daily business operations are controlled by one or more of the socially and economically disadvantaged individuals who own it. or iii. Which is at least 51 percent owned by one or more women individuals, or in the case of any publicly owned business, at least 51 % of the stock of which is owned by one or more women individuals; and iv. Whose management and daily business operations are controlled by one or more women individuals who own it. b. "Small business concern" means a small business as defined by Section 3 of the Small Business Act and Appendix B - (Section 106(c)) Determinations of Business Size. C. 'Socially and economically disadvantaged individuals" means those individuals who are citizens of the United States (or lawfully admitted permanent residents and who are black Americans, Hispanic Americans, Native Americans, Asian -Pacific Americans, Asian -Indian Americans, or women, and any other minorities or individuals found to be disadvantaged bythe Small Business Administration pursuant to section 8(a) of the Small Business Act. i. 'Black Americans", which includes persons having origins in any of the Black racial groups of Africa; ii. "Hispanic Americans", which includes persons of Mexican, Puerto Rican, Cuba, Central or South American, or other Spanish or Portuguese culture or origin, regardless of race; iii. "Native Americans", which includes persons who are American Indians, Eskimos, Aleuts, or Native Hawaiians; iv. "Asian -Pacific Americans", which includes persons whose origins are from Japan, China, Taiwan, Korea, Vietnam, Laos, Cambodia, the Philippines, Samoa, Guam, the U.S. Trust Territories of Pacific, and the Northern Marianas; v. "Asian -Indian Americans", which includes persons whose origins are from India, Pakistan, and Bangladesh. 3. Prime contractors are required to pay subcontractors for satisfactory performance of their contracts no later than 30 days from receipt of each payment made by Sun Tran to the prime contractor. If applicable, the Prime contractor is to pay all retainage owed to the DBE subcontractor within 30 days of satisfactory completion of the contracted work. For the purposes of this section, a subcontractor's work is satisfactorily completed when all the tasks called for in the subcontract have been accomplished and documented by the prime contractor as required by Sun Tran. Sun Tran will continue to hold full retainage as provided for under the Arizona Revised Statutes. Prime contractors must provide notice to DBE firms that complaints of violations of the prompt payment provision may be submitted in writing to Sun Tran Office of Equal Opportunity Programs Director, 201 N. Stone Ave., 3" Floor NW, Tucson Arizona 85701. The complaint shall set forth the facts and identify the prime contractor and the project. Incorporation Of Federal Transit Administration (FTA) Terms - FTA Circular 4220.1F Incorporation of Federal Transit Administration (FTA) Terms -The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set fortis in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.11', are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any of Sun Tran's requests which would cause Sun Tran to be in violation of the FTA terms and conditions. Requirements for Contracts Exceeding $25,000 Debarment and Suspension Requirements - 49 CFR Part 29, Executive Order 12549 Debarment, Suspension, and Other Responsibility Matters - (Third Party Contracts over $25,000) The Recipient agrees to comply, and assures the compliance of each subrecipient, lessee, third party contractor, or other participant at any tier of the Project, with Executive Orders Nos. 12549 and 12689, "Debarment and Suspension," 31 U.S.C. § 6101 note, and U.S. DOT regulations, "Nonprocurement Suspension and Debarment," 2 C.F.R. Part 1200, which adopts and supplements the provisions of U.S. Office of Management ETA Master Agreement MA(16), 10-1- 2009 17 and Budget (U.S. OMB) "Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement)," 2 C.F.R. Part 180. The Recipient agrees to, and assures that its subrecipients, lessees, third party contractors, and other participants at any tier of the Project will, review the "Excluded Parties Listing System" at http://evis.gov/before entering into any subagreement, lease, third party contract, or other arrangement in connection with the Project. Requirements for Contracts Exceeding $100,000 Access To Records And Reports - 49 U.S.C. 5325,18 CFR 18.36 (i), 49 CFR 633.17 Record Retention During the course of the Project and for three years thereafter from the date of transmission of the final expenditure report, the Recipient agrees to maintain intact and readily accessible all data, documents, reports, records, subagreements, leases, third party contracts, and supporting materials related to the Project as the Federal Government may require. Access to Records of Recipients and Subrecipients The Recipient agrees to permit, and require its subrecipients to permit, the U.S. Secretary of Transportation, the Comptroller General of the United States, and, to the extent appropriate, the State, ortheir authorized representatives, upon their request to inspect all Project work, materials, payrolls, and other data, and to audit the books, records, and accounts of the Recipient and its subrecipients pertaining to the Project, as required by 49 U.S.C. § 5325(g), 18 CFR 18 36(1), 49 CFR 633.17 Buy America Requirements -49 U.S.C. 53230), 49 CFR Part 661 Buy America Provision: Steel and Manufactured Products Other than Buses, Rolling Stock and Associated Equipment The contractor agrees to comply with 49 U.S.C. 53230) and 49 CFR Part 661, which provide that Federal funds may not be obligated unless steel, non, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 CFR 661.7, and include final assembly in the United States for 15 passenger vans and 15 passenger wagons produced by Chrysler Corporation, microcomputer equipment, software, and small purchases (currently less than $100,000) made with capital, operating, or planning funds. Separate requirements for rolling stock are set out at 53230)(2)(C) and 49 CFR 661.11. Rolling stock not subject to a general waiver must be manufactured in the United States and have a 60 percent domestic content A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification (see Certification section) with all bids on FTA-funded contracts, of $100,000 and above, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. This requirement does not apply to lower tier subcontractors Provisions For Resolution Of Disputes, Breaches, Defaults Or Other Litigation -49 CFR Part 18, FTA Circular 4220.1 F Disputes Disputes allsing in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of Sun Tran. This decision shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the authorized representative of Sun Tran. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the authorized representative of Sun Tran shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute Unless otherwise directed by Sun Tran, Contractor shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between Sun Tran and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which Sun Tran is located. Rights and Remedies The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be n addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by Sun Tran, Architect or Contractor shall constitute a waiver of any fight or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. Lobbying Requirements - 31 U.S.C. 1352, 49 CFR Part 19, 49 CFR Part 20 Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying" Each ter certifies to the tier above that it will not and has not 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. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non -Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to Sun Tran. Bonding Requirements for Construction Activities; may be imposed for nonconstruction activities Refer to the Special Terms & Conditions of this Solicitation for Bid Bond Requirements (Construction ) Performance and Payment Bonding Requirements (Construction) Performance and Payment Bonding Requirements (Non -Construction) Advance Payment Bonding Requirements Patent Infringement Bonding Requirements (Patent Indemnity) Warranty of the Work and Maintenance Bonds Clean Water Requirements - 33 U.S.C. 1251 1. The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Fedeml Water Pollution Control Act, as amended, 33 U.S.C. 1251 at sect . The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to ETA and the appropriate EPA Regional Office. 2. The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by ETA Clean Air Requirements -42 U.S.C. 7401 at seq., 40 CFR 15.61, 49 CFR Part 18 1. The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 at sect . The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to ETA and the appropriate EPA Regional Office. 2. The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by ETA Requirements for Recycled Products -42 U.S.C. 6962, 40 CFR Part 247, Executive Order 12873 The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U S.0 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247 Cargo Preference Cargo Preference - 46 U.S.C. 1241, 46 CFR Part 381 Acquisition of Property Shipped by Ocean Vessel: Pursuant to 46 C.F.R. Part 381, the following clauses must be inserted in all Contracts under which equipment, materials or commodities may be transported by ocean vessel in carrying out the Project. The contractor agrees to: a. use privately owned United States -Flag commercial vessels to ship at least 50 percent ofthe gross tonnage(computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States -Flag commercial vessels; b. furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on -board" commercial ocean bill -of -lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient (through the contractor in the case of a subcontractors bill -of -lading.) c include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel Acquisition of Property Shipped by Air (Fly America): Fly America Requirements - The Contractor agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR Part 301-10, which provide that recipients and submelpients of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S Government -financed international air travel and tmnsportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Contractor shall submit, If a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available orwhy it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. The Contractor agrees to include the requirements of this section in all subcontracts that may involve international air transportation. Construction Activities Equal Employment Opportunity (Does not apply for supplieslraw materials procurements) Equal Employment Opportunity All construction contracts in excess of $10,000 by grantees and their contractors or subgrantses shall contain a provision requiring compliance with Executive Order 11246, entified "Equal Employment Opportunity", as amended by Executive Order 11375, and as supplemented in Department of Labor regulations (41 C.F.R. Part 60). The following clauses shall be included: Nondiscrimination During the performance of this contract, the contractor agrees as follows: a The contractorwill notdiscriminate against any employee or applicant for employment because of we, color, religion, sex, disability, or national origin The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, disability, or national origin. Such action shall include but not be limited to the following. employment, upgrading, demotion, or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. b. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, disability, or national origin. c The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the labor union or workers' representative of the contractor's commitments under Section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. d. The contractor will comply with all provisions of Executive Order No. 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. e. The contractor will famish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the Secretary of Labor and the FTA for purposes of investigation to ascertain compliance with such rules, regulations, and orders. f In the event of the contractor's noncompliance with the nondiscrimination clauses of this agreement or with any of such rules, regulations or orders, this agreement may be cancelled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Federal or Federally assisted contracts in accordance with procedures authorized in Executive No. Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. g. The contractor will include the provisions of paragraphs(a)through(g) of this subsection in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions shall be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the Secretary of Labor or the FTA may direct as a means of enforcing such provisions, including sanctions for noncompliance; Drovided. however. that if a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States." Specifications The following clauses must also be included in all construction contracts and subcontracts over $10,000, in geographical areas designated pursuant to 41 C.F.R. 604.3: "Standard Federal Equal Employment Opportunity Construction Contract Specifications (Executive Order No. 11246): 1. As used in these specifications: a. "Covered Area" means the geographical area described in the solicitation from which this contract resulted; b. "Director' means Director, Office of Federal Contract Compliance Programs, United States Department of Labor, or any person to whom the Director delegates authority; c. "Employer Identification Number" means the federal social security number used on the employers quarterly federal tax return, U.S. Treasury Department Form 941. J. "Minority" includes: I. Black (all persons having origins in any of the black African racial groups not of Hispanic origin); ii. Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central or South American, or other Spanish culture or origin, regardless of race): iii. Asian and Pacific Islander (all persons having origins in any of the original peoples of the Far East, Southeast Asia, the Indian subcontinent, or the Pacific Islands); and V American Indian or Alaskan Native (all persons having origins in any of the original peoples of North America and maintaining identifiable tribal affiliations through membership and participation or community identification). 2. Whenever the contractor, or any subcontractor at any tier, subcontracts a portion of the work involving any construction trade, it shall physically include in each subcontract in excess of $10,000 the provisions of these specifications and the notice which contains the applicable goals for minority and female participation and which Is set forth in the solicitations from which this contract resulted. 3 If the contractor is participating (pursuant to 41 C.F.R. 601 in a hometown plan approved by the U.S. Department of Labor in the covered area, either individually or through an association, its affirmative action obligations on all work in the plan area (including goals and timetables) shall be in accordance with that plan for those trades which have unions participating in the plan. Contractors must be able to demonstrate their participation in and compliance with the provisions of any such hometown plan. Each contractor or subcontractor participating in an approved plan is individually required to comply with its obligations under the EEO clause, and to make a good faith effort to achieve each goal under the plan in each trade in which it has employees. The overall good faith performance by other contractore or subcontractors toward a goal in an approved plan does not excuse any covered contractors or subcontractor's failure to make good faith efforts to achieve the plan goals and timetables. 4 The contractor shall implement the specific affirmative action standards provided in paragraphs (7)(a) through (p) of these specifications. The goals set forth in the solicitation from which this contract resulted are expressed as percentages of the total hours of employment and training of minority and female utilization the contractor should reasonably be able to achieve in each construction trade in which it has employees in the covered area. Covered construction contractors performing construction work in geographical areas where they do not have a Federal or Federally assisted construction contract shall apply the minority and female goals established for the geographical area where the work is being performed. Goals are published periodically in the Federal Register in notice form, and such notices may be obtained from any Federal Contract Compliance Program Office or from Federal Procurement Contracting Officers. The contractor is expected to make substantially uniform progress toward its goal in each craft during the period specified. 5 Neither the provisions of any collective bargaining agreement, nor the failure by a union with whom the contractor has a collective bargaining agreement, to refer either minorities or women shall excuse the contractors obligations under these specifications, Executive Order No. 11246, or the regulations promulgated pursuant thereto. 6. In order for the nonworking training hours of apprentices and trainees to be counted in meeting the goals, such apprentices and trainees must be employed by the contractor during the training period, and the contractor must have made a commitment to employ the apprentices and trainees at the completion of their training, subject to the availability of employment opportunities. Trainees must be trained pursuant to training programs approved by the U. S. Department of Labor. 7 The contractor shall take specific affirmative actions to ensure equal employment opportunity The evaluation of the contractors compliance with these specifications shall be based upon its effort to achieve maximum results from its actions. The contractor shall document these efforts fully, and shall implement affirmative action steps at least as extensive as the following. a. Ensure and maintain a working environment free of harassment, intimidation, and coercion at all sites, and in all facilities at which the contractor's employees are assigned to work. The contractor, where possible, will assign two or more women to each construction project. The contractor shall specifically ensure that all foremen, superintendents, and other on -site supervisory personnel are aware of and carry out the contractors obligation to maintain such a working environment, with specific attention to minority or female individuals working at such sites or in such facilities. b. Establish and maintain a current list of minority and female recruitment sources, provide written notice to minority and female recruitment sources and to community organizations when the contractor or its unions have employment opportunities available, and maintain a record of the organizations' responses c. Maintain a current file of the names, addresses, and telephone numbers of each minority and female off -the -street applicant and minority or female referral from a union, a recruitment source or community organ—tion and of what action was taken with respect to each such mdiwdual. If such individual was sent to the union hiring hall for referral and was not referred back to the contractor by the union or, if referred, not employed by the contractor, this shall be documented in the file with the reason therefor, along with whatever additional actions the contractor may have taken. d. Provide immediate written notification to the Director when the union or unions with which the contractor has a collective bargaining agreement has not referred to the contractor a minority person or woman sent by the contractor, or when the contractor has other information that the union referral process has impeded the contractors efforts to meet its obligations e. Develop on-thejob training opportunities and/or participate in training programs for the area which expressly include minorities and women, including upgrading programs and apprenticeship and trainee programs relevant to the contractors employment needs, especially those programs forded or approved by the Department of Labor The contractor shall provide notice of these programs to the sources compiled under (7)(b) above. f. Disseminate the contractors EEO policy by providing notice of the policy to unions and training programs and requesting their cooperation in assisting the contractor in meeting its EEO obligations; by including it in any policy manual and collective bargaining agreement; by publicizing it in the company newspaper, annual report, etc.; by spec review of the policy with all management personnel and with all minority and female employees at least once a year; and by posting the company EEO policy on bulletin boards accessible to all employees at each location where construction work is performed. g. Review, at least annually, the companys EEO policy and affirmative action obligations under these specifcations with all employees having responsibility for hiring, assignment, layoff, termination or other employment decisions including specific review of these items with on -site supervisory personnel such as superintendents, general foreman, etc , prior to the initiation of construction work at any job site. A written record shall be made and maintained identifying the time and place of these meetings, persons attending, subject matter discussed, and disposition of the subject matter. It. Disseminate the contractors EEO policy externally by including it in any advertising in the news media, specifically including minority and female news media, and providing written notification to and discussing the contractor's EEO policy with other contractors and subcontractors with whom the contractor does or anticipates doing business. I. Direct recruitment efforts, both oral and written, to minority, female, and community organizations, to schools with minority and female students and to minority and female recruitment and training organizations serving the contractors recruitment area and employment needs. Not later than one month prior to the date for the acceptance of applications for apprenticeship or other training by any recruitment source, the contractor shall send written notice to organizations such as the above, describing the openings, screening procedures, and tests to be used in the selection process J. Encourage present minority and female employees to recruit other minority persons and women and, where reasonable, provide after school, summer and vacation employment to minority and female youth, both on the site and in other areas of the contractors work force. k. Validate all tests and other selection requirements where there is an obligation to do so under 41 C.F.R. Part 60-3. I. Conduct, at least annually, an inventory and evaluation at least of all minority and female personnel for promotional opportunities and encourage these employees to seek or to prepare for, through appropriate training, etc , such opportunities. m. Ensure that seniority practices, job classifications, work assignments, and other personnel practices do not have a discriminatory effect by continually monitoring all personnel and employment related activities to ensure that the EEO policy and the contractor's obligations under these specifications are being carried out. n. Ensure that all facilities and company activities am nonsegregated except that separate or single - user toilet and necessary changing facilities shall be provided to assure privacy between sexes. o. Document and maintain a record of all solicitations of offers for subcontracts from minority and female construction contractors and suppliers, including circulation of solicitations to minority and female contractor associations and other business associations. P. Conduct a review, at least annually, of all supervisors' adherence to and performance under the contractor's EEO policies and affirmative action obligations. 8. Contractors are encouraged to participate in voluntary associations that assist in fulfilling one or more of their affirmative action obligations set forth in paragraphs (7)(a) through (p). The efforts of a contractor association, joint contractor -Union, contractor -community, or other similar group of which the Contractor Is a member and participant, may be asserted as fulfilling any one or more of its obligations under paragraphs (7)(a) through (p) of these specifications, provided that the contractor actively participates in the group, makes every effort to assure that the group has a positive impact on the employment of minorities and women in the industry, ensures that the concrete benefits of the program are reflected in the contractors minority and female work force participation, makes a good faith effort to meet its individual goals and timetables, and can provide access to documentation that demonstrates the effectiveness of actions taken on behalf of the contractor. The obligation to comply, however, is the contractors and failure of such a group to fulfill an obligation shall not be a defense for the contractors noncompliance. 9. Asingle goal for minorities and a separate single goal for women have been established. The contractor, however, is required to provide equal employment opportunity and to take affirmative action for all minority groups, both male and female, and all women, both minority and non-minonty. Consequently, the contractor may be in violation of the Executive Order if a particular group is employed in a substantially disparate manner (even though the contractor has achieved its goal for women generally, the contractor may be in violation of the Executive Order if a specific minority group of women is underutilized) 10. The contractor shall not use the goals and timetables or affirmative action standards to discriminate against any person because of race, color, religion, sex, or national origin. if. The contractor shall not enter into any subcontract with any person or firm debarred from government contracts pursuant to Executive Order No. 11246. 12. The contractor shall carry out such sanctions and penalties for violation of these specifications and of the equal opportunity clause, including suspension, termination and cancellation of existing subcontracts as may be imposed or ordered pursuant to Executive Order No. 11246, as amended, and its implementing regulations, by the Office of Federal Contract Compliance Programs. Any contractor who fails to carry out such sanctions and penalties shall be in violation of these specifications and Executive Order No. 11246, as amended. 13. The contractor, in fulfilling its obligations under these specifications, shall implement specific affirmative action steps, at least as extensive as those standards prescribed in paragraph (7) of these specifcations, so as to achieve maximum results from its efforts to ensure equal employment opportunity. If the contractor fails to comply with the requirements of the Executive Order, the implementing regulations, or these specifications, the Director shall proceed in accordance with 41 C.F.R. 60-4.8. 14. The contractor shall designate a responsible official to monitor all employment related activity to ensure that the company EEO policy is being carried out, to submit reports relating to the provisions hereof as may be required by the Government and to keep records. Records shall at least include for each employee the name, address, telephone numbers, construction trade, union affiliation it any, employee identification number when assigned, social security number, race, sex, status (e.g., mechanic, apprentice trainee, helper, or laborer), dates of changes in status, hours worked per week in the indicated trade, rate of pay, and locations at which the work was performed. Records shall be maintained in an easily understandable and retrievable form; however, to the extent that existing records satisfy this requirement, contractors shall not be required to maintain separate records. 1s. Nothing herein provided shall be construed as a limitation upon the application of other laws that establish different standards of compliance or upon the application of requirements for the hiring of local or other area residents (e g, those under the Public Works Employment Act of 1977 and the Community Development Block Grant Program)." Notice Contractor agrees to include the following notice in all construction subcontracts over $10,000, in geographical areas designated pursuant to 41 C.F.R. 604.2: "Notice of Requirement for Affirmative Action to Ensure Equal Employment Opportunity (Executive Order 11246): 1 The offerers or bidder's attention is called to the "Equal Opportunity Clause" and the "Standard Federal Equal Employment Specifications" set forth herein. 2. a The goals and the timetables for minority and female participation, expressed in percentage terms for the contractor's aggregate work force in each trade on all construction work in the covered area, are as follows: Timetables Goals for Minority Goals for Female Participation for Each Trade Partiapation in Each Trade Insert Goals for Each Year Insert Goals for Each Year b These goals are applicable to all the contractor's construction work (whether or not 0 is Federal or Federally assisted) performed in the covered area. If the contractor performs construction work in a geographical area located outside of the covered area, it shall apply the goals established for such geographical area where the work is actually performed. with regard to this second area, the contractor also is subject to the goals for both its Federally involved and nonfederally involved construction c. The contractor's compliance with the Executive Order and the regulations at 41 C F.R Part 60-4 shall be based on its implementation of the Equal Opportunity Clause, specific affirmative action obligations required by the spec cations set forth at 41 C.F.R. Part 60-4.3(a), and its efforts to meet the goals. The hours of minority and female employment and training must be substantially uniform throughout the length of the contract, and in each trade, and the contractor shall make a good faith effort to employ minorities and women evenly on each of its projects. The transfer of minority or female employees or trainees from contractor to contractor or from project to project for the sole purpose of meeting the contractor's goals shall be a violation of the contract, the Executive Order, and the regulations in C.F.R. Part 604. Compliance with the goals will be measured against the total work hours performed. 3 The contractor shall provide written notification to the Director of the Office of Federal Contract Compliance Programs within 10 working days of award of any construction subcontract in excess of $10,000 at any tier for construction work under the contract resulting from this solicitation The notification shall list the name, address, and telephone number of the subcontractor, employer identification number of the subcontractor, estimated dollar amount of the subcontract, estimated starting and completion dates of the subcontract; and the geographical area in which the subcontract is to be performed. 4. As used in this notice, and in the contract resulting from this solicitation, the "covered area" is miscellaneous sites within the city limits of Tucson, Pima County, State of Arizona." Construction Employee Protection Requirements: (except for contracts < $2,000, or for supplies/raw materials) Davis Bacon Act - 40 USC §§ 3142(a), 29 CFR § 5.5(a) Copeland Anti -Kickback Act .18 U.S.C. § 874, 29 C.F.R. § 3, 29 C.F.R. § 5.5(a)(1) through (10) Contract Work Hours & Safety Standards Act .40 U.S.C. §3701, 29 C.F.R. § 5.5(b) Federal Labor Standards Provision [Code of Fact Regulatlons] rTitle 29, volume 1, Parts 0 to 99] [Revised as of July 1, 1918] From the U.S. Government Printing Office via GPO Access Map:/Iww .......9p gov/naa/cfrli.Mo, [CITE: 29CFR5.5] [Page 110-116] TITLE 29--LABOR PART 5--LABOR STANDARDS PROVISIONS APPLICABLE TO CONTRACTS COVERING FEDERALLY FINANCED AND ASSISTED STANDARDS PROVISIONS APPLICABLE TO NONCONSTRUCTION CONTRACTS SUBJECT TO THE CONTRACT WORK HOURS AND SAFETY STANDARDS ACT) Subpart A —Davis -Bacon and Related Acts Provisions and Procedures Sec. 5.5 Conbact provisions and related maff ns. (1) Minimum wages - (I) All laborers and mechanics employed or waking upon the site of the work (or under the United Sfatas Housing Ad of 1937 or under the Housing Act of 1still the conairodron or development of Me project), will be told unconditionally antl not less often than once a week, and without subsequent d.duMon or rebate on any cunt (except such payroll deductions as re "larded by r.gul.t,.nn,su.d by the Secretary of Labor untler the Copeland AM (29 CFR part 3)), the full amount W wages and bona fide fringe benefits (.,cash equivalents thereof) due at time of payment computed at rates not less than those contained In the wage deternrnairon of the Secretary of Labor wh,Ch Ia attached h.sto and made a part hereof, regard... of any cannah-1 he nMm wM1ICM1 may be allegetl to ex at between the contactor antl such laborers and mecM1anics. Contnbutrons made or costs reasonably anticipated far bona fide fnnga b.nefds under sedion 1(b)(2) of the Davis -Baron Ad on behalf of laborers or mechanics are w.sidered wages paid to such laborers or echanics, subled to the provisions & ,n agaph (1)(iv) ntthis section, also, regular wnthbubons made or.. tiwuRetl for more of Me Davis -Bacon Ad have been at. The Secretary d co Labor may require the ntactor to set aside In a a.a ate accau,t seals for Me meeting of obligations under the plan or (v) The contracting offer shall require Nat any class of laborers or mecM1anics which is not listed a the wage determination and .Inch w M b. employed under the contract shall be d....fied In wnfon.ands with the wage d..rmrnabon The coobactimg officer shall approve an additional classification and wage rate and fringe benefits therefor only when the following criteria have been at (1) TM1e work. be performed by the classlFlc Kn requested Is not part.-. by a clasarde. In the wage Jetermmalron, and (2) TM1e clesarficatron Ira utilized In the area by Me c.n—..n intlustry; and (3) The on posetl wage rate, induding any bona fide hinge benefits, bears a reasonable relabonah, to the wage rates contained Io the wage detenmmation (B) If the wntrador and the laborers and mecM1anics to be employetl in the d.asdlcatmn (if known), or then repreaenta Wes, antl the contacang officer agree on the classification and wage rate (including the amount designated for hinge benefits wM1ere appropnate), a report of the ad an taken shall be sent by the wntmcting officer to the Adm nearstor of the Wage and Hour Division, Employ.—Stand.rtls Administration, Washington, DC 20210. The Atlministrato,, or an auth.r—d representative, wdl approve, ,.city, or c,..pprov. every additional classificaton action within 30 days of receipt and so adA. the, bog officer or will routy the call'tug offi— Ml the 30A.y period Met additional time Is nwessa, (C) In the event the wnt.ct.r, the laborers or mechanic. to be employed in the d... katon or their representatives, and the contacting officer do not agree on the proposed classificatmn and wage rate (Including the amount designated for fringe benefits, where appropnate), the contracting officer shall refer the questions, incI,dbng the cos of all Interested pares and the anal,.. oft" contracting officer, to the Adlhb atmfordetenninatron The Atlministrator, or an nth rated representative, will Issue a detenninabon with 30 days of receipt antl so advise the contracting officer or will no". contracting officer within the 301ay p,na,j that additional time Is necessary. (D) The wage rate rnclutlrng fnnga benefits where appropriate) determined pursuant to paragraphs (.nd)(v) (B) or (C) of this section, shall be paid W all workers performing wont in the classRiwtion u,d.,this wnt.d from the first day on which work Ira performed in the cl.--ration (2)1Ythholding - Sun T.h shall upon its action or upon written request of an aulhc.c,d repre..."twe of the Department of Labor withhold or cause to be withheld horn nVado the cor untler this contrad or any Nan a weekly pentad (but not less often than which cover Me particular weekly tedod, are reelect to be ov bud,osly made or Incurred during such weekly period Such laborers and mechanics shall be paid the appropnate wage rate and fang. benefits on the wage d,termmabon for the classificabon of work tually performed, -bout reg,M th skill, xcept as provided in 29 CFR Part 5 5(a)(4) Laborers or mechanics perto.ning work m ore than one d... Mc.,.n may be compensated at Me are specified for each classification forme time actually worked Nerem Provided. That 0e employer's payroll racoNs accurately set forth the time spent in each dissalfc.bon rn which work Is paroled. TM1e wage Eetenninaban (including any additional des.,ficatrons and wage We c,,f,.,d under paragraph T)bb of this section) and the Davis -Bacon poster (WH-1321) shall be posted at all times by the contractor and Ile auldluncture st the site of Ne work in a prominent and accessible place wM1ere it can be aaslly seen by the workers. (n)(A) The contracting officer shall require Nat airy class of laborers or mechanics, including helpers, which is not listed In the wage determination and which Is to be employed under the contract shall be claasrfied in conformance with the wag. tleterminalmn. TM1e contracting othcer shall approve an LdTh dal classlficetlon and wage ,to and forge benefits therefore only when Me followmg cote., have been at (1) E.capt with ..29 CFR S2(n)(d), Meect os defined work to tie perormed by the ch,effi .bon requested Is not pedormetl by a Gassification In the wage detarmrnatmni and (2) The daeslficali.. Is ublNe l In the area by the construction Intlustry, and (3) The proposed wage ate, including any bona fide fringe benefits, beare a reasonable ra.bon.hip to the wage ateco rs contained in Me wage detemrrnatron; and (4) With respad to helpers as defined in 29 CFR 5 2(.)(4), such a cl... Mceli.. prevails In Me area in which the wort, Is performed. (B) If the contactor and the laborers and mecnanlca to be employed In the dassification (if known), or their other Federal contact with be same pnme contactor, or any other federally -assisted c.d.d subject to Davis -Bacon prevailing wage requirements, which I. Feld by the me prime contact., so much of the toad payments or advances as may be naderad necessary to pay laborers and mechanics, including apprentices, trainees, and M1elpers,..played by the contractor or any subconiador the full amount of wages required by the contract In the event of failure to pay any laborer or mwhantc, including any apprentice, trainee, or helpe, employed or wonting on the site of the work (or under the United States Housing Ad of 1937 or under the Housing AG of 190 In the construction or development of the ph jar), all or part of the wage. requ,.d by the contract, Sun Trent may, after written notice to Me contractor, sponsor, applicant, or owner, take such adion as may be necessary to se the ... pensmn of arty further payment, advance, or guarantee of funds until such v,latlons have ceased (3) Payrolls and bell..cords, - () Payrolls and basic records .long thereto shall be maintained by the contractor during the e of the work and preserved for a ­Mof three years thereafter for all laborers and mechanics working at the site of the work (or under the Unitao States Housing Act of 1937, or under the Housing Ad of 1949, in the o.atmcban or d.v.lopment of th. protect) Such=M, shall wntaln the name, ,dtlress, and local ... unty number of eech such works, Ms or her ,sect Gassification, hourly of wages paid (inclutling .tee of c.hubutions or costs anticipatetl for bona fide fringe benefits or cash equivalents Mweaf of the types deec.b.d In section I (b)(2)(B) of the Davis -Baron Act), daily and weekly number of hours woroeq deduction medeandactualwag.spartl Whenay.r M. Secretary d Labor has found under 29 CFR 5 Sta d t(w) that the wages of any laborer or mechak in nclude the amount of any wsis senably anticipated M providing benefits under a plan or progam desdib,d In section I (b)(2)(B) of the Davis -Bacon Ad, the contactor shall maintain records which an. Nat the commitment to pro,ade such benefits enforceable, that the plan or program Ira financially responsible, antl that the plan or program he, been communicated in wntmg to Me laborers or mechanics abectatl, and cords which show the wsis anticipated or Me rand cost —uned in pro dill such benefits Contractors employing apprentices or.in.. under apai programs shall maintain written evidence of the registration of apprenuceshrp programs and cohffi-,.n a trainee programs, the register,- of the apprentices and trainees, and the rabw and wage rates pood,b ut In the applicable programs (I)(A) The contractor shall submit weekly for each week rn which any contrad work Is Performed a copy of all payrolls to Sun Tan for transmission to the Federal Transit Adminrdaton. The payrolls submdled sM1all ,at out accurately and dlpletay an of the ,formation required to be maintained untler sedion 5 bb)(3)() of Regulatlons, 29 CFR part 5. This ,formation may be lb,,ft,d M any form desired Optional Form WH-347 is avabade for this purpose and may be representatives, and the contadting officer agree on the classficalron and wage ref. (Including the amount dealgnated for fnnga benefits where appropnate), a report of the adion taken shall be sent by the w.tachbg officer to the Administrator of the Wage and Hour Division, Employment Standers Administration, U.S. Departrnenl of Labor, We,hl.gton,DC20210 TM1e Atlmrnratretor, or anauth... ad! representative, until approve, modify, or disapprove every additional classification adion within W duys of receipt and an advise the contracting officer or will notify the conireding officer within the 301ay pentad that adrhu.n.1 time Is necessary (C) In the event the contractor, the laborere or echan to be employed m the d... fic,bon or their representatives, and the contracting odicar do not agree on the proposed Gassification and wage new (Including the amount designated for tong, benefits, he. pprolate), the contracting officer shall refer the questions, Irdudrng the ewe of all Inusestetl paroes and the onemend.,.. of the wnt.cd.g office, to Admmiat torfordetermmation Th, Atlmrnrsboul, or an rufcri— representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will nobby the c,,t,di,g officer whin the 30-day period that add,t,,,l time Is necessary (D) The wage rate (Indudmg fnnga benefits where appropriate) tleternined pursuant. .haragre he told t (all works, (C domrin se ark In Da po 9 w the classification under Nis contact from the ,rd day which wont is Dertorned in the classificatib on. (in) Whenever the minimum wage rate I, .... bad Io the contract for a class of laborers or mechanics includes a fringe benefit which Is not expressed as an hourly rate, the contractor shall either pay the benefit s stated in Me wage determmabon or shall pay another bona fitle fnnga benefit or an howdy cash equivalent thereof (Iv) H the contactor does not make payments to a trustee or other thIM person, the contractor may consder es pert of the wages of any laborer or mechanic the amount & any costs reasonably anticipatetl In providing bona fide fringe benefits under a plan or program, Prowdeo, That the Secretary of Labor has found, upon the written request of the contactor, that the applicable stantlars purchased from the Superintendent of Documents (Federal Stock Number 029-005- 00014f ), U.S Government Prinimg Othw, WasM1mglon, DC 20402 The pnme contactor responsible for the submission of copies of payrolls by all subcontractors. (B) Each payroll subl.d shall be ccompenrad by a -Statement d Compliance,' signed by the contactor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contrad and shall candy the bllowing- (1) That the payroll for the payroll pehoo contese the information required W be adon—d under. -,an 55(.)(3)b) of R.gulabans, 29 CFR part 5 and that such Information is correct and complete; (2) That each laborer or mschook (Including each helper, apprentice, and trin aee) employed on the contract during the payroll penal has been paid the full weekly wages men, w ant rebate, either directly or ,duactly, and that no dadudrons have been matle enter directly a duactly from the full wages earned, oth.rthab pemisGNe M,ductwrs, as set forth in Regulations, 29 CFR part 3, (3) Thai eacM1 laborer or mech.nic has been told not less than the applicable wage rates and fnnga benefits or cash equivalents far the classl,cah.. of work performed, as.,al.Med In the applicable wage determination incorporated Into the contact (C) The ..My submission of a property e.uted c,rofi-dr, set forth on the reverse side of Optional Farm WHJ 7 snail satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (a)(3)(nX.) of this section (D) The Wwrficanon of arty of the above certifications may subject the contactor or subcorNfactor to d,,I or crimmal prosecution under section 1001 of title 18 and sedion 231 d title 31 of the Unrtsd States Cad. (nn) The c,nt,d,r or subcontractor shall make the records required under paragraph bu(tbbb of this section available for inspection, copying. or transcription by authorized representatives of the Fede.l Transit Admrnrsthi or the Department of Labor, and sM1a11 pe.nit such representabves W Internees employees dunng working hours on the job. If the corM dor or subcontractor falls. submit the required records or. make them available. the Federal agency may, after wnften nonce to the contactor, sponsor, apptiwni, or owner, take such adion as may be necessary W cause the suspension of any further payment, ad.n., or guarantee of funds. Furb,hra re, failure to submit the required records upon request or to make such racers available may be ground, for debarment action pursuant to 29 CFR 512 (4) Apprentices and trainees - it AOorenbcea -Apprentices all be pannnt. Io work at less than the predetermmetl rate for the work they perormed when they are employed pursuant to and Ind,dually registered m a bona fide apulnf—hip program registered with, the U.S. Department at lbh'r, EhhplWsh- and --g Ac.li thand, BureauBls. of Aptunia-bi and ,in Ing' haca, fth , State ApprenticeshipApprenticeshipAgency gua,cl by the Bureau, ,if , person h , ,played In his , he, find 90 c.,s at probationary employment asan apprentice In such an apprenticeshp unagnan, who is individually registered in the program, but .h. has It..n c.dd.d by the B.I., at Apprenticeship and Tinning ., . State Apprenticeship Agency (.he,e pphbi in be eligible for p-ah-ai, —pihnind as an .pp..I:. The allowable n. at .Pphau . ta,ou,nayn". In the lob she in any "ft'I ... fi—Ii shall not be glihns, man the — permitted to the —thei as to the entire —, face under the registered pi Any —,11 listed an , pi at an .pp,c.t,.a wage —, who is not -,- or - ittle,"hu, anpla,Id as stated above, shall be Paid net less than the applicable .9. It. an the —g V the classification of work actually le-med. In addition, any apprentice peft— ng work on th,j,b it, In of the Ina pli and,, the usgedshad pulan, shut be lucid not less the, the applicable wage rate an Ube wage ded—nati,h, for the leek actually pluffallead Where . cand...". aldi —annuct'i In . protect In . locality other than that which its program ., registered, the hat- and wager (expressed in percentages at the juiency—'s howdy —) itsai In the ca—cV's or sub ... thatial 'I registered pIttins. shell be aselheed E­ apprentice — be paid at not less the, the ate specified in the -1-Id program far the apprentice'. 1-1 at PIgnal's 1 , expressed as a percentage of the j,,,,y,,, hou" hishe ,pai In the applicable -9, dat Ishisam Apprentices shall the lend huge benefits a accordance .,th the ishchn— ofth, apprenticeship ph,hen,. If the apprenticeship pi does In specify ffi.gc be-bus,append— must be paid the full thn—�,f' f.i bai listed the wageh determination far the ppk— di cau" if the Adthinfleasi of the it H Wage .,., Division of the U S Department of balbo, determines that a different phectce prevails for t, applicable apprentice das,ffic,tm, ftegla —11 be paid in .... hda—ththILdebehannum In the ie,- the B.na- of Appeent—shop and Thinning , . Sale App.ni Agency recognized by the Bureau, —d.— approvalof a, hispIni phcg.., the canthect., will no lung., be lennnuted I apprentices at less than the applicable phadeannuni hate W the —,k p.ft.ed until an acceptable indithism is pp—d Except as provided in 29 CFR will not be permitted to —,k at less ban the paeenui I predetermined f., the pc'.-cd unless they are employed p— I, and individually registered in program- h he. --d pli approval, —di by J.—ft— I cahaatby the U S nine—nud Labor, Ennhicy,n- and Thaining Ad punnini The Itio at tain— to In,, b she shall not be g—da, than Pan. 'ittadl under the plan approved by the Employment and TwiningMinni.thenun E.,,thesee—allneendat hall... man the I. pai in the iii lengnan for the trainee's 1ve1 of isnai explilasel as a percentage at ffi. cannect wah 0, same pn .... nbad ....... y .In., f—bellyassisted ch— subj.ct to the Contact Wli* H.. and Safety Standstill Act, which is had by the s... Inn. .nt.-, such sumsas may be id—haned to bene-s-i, to satisfy any Ilabllitles . such contractor ., —c-c..., W unpaid age, and liquitlatetl d,,,g,, as providedin the clause set bunt, in paragraph (2) W this section (4) S.b-.—. - The —bacta, ind,canthaidd, shall ineed in any all, ... thacts th, clauses let forth in paragraphs (1) through (4) at cha, section and also . clause heIi the l—I-thantes I — th.. clauses in any I— as, subponirads. The pnnne coniwdor shall be nepanedul, for compliance by c:ne ,bwn te, sub, ct,,(jeefth the clauses -In in pullai through (4) h — punnii buddy It. specified in che applicable wage datishninal- Trainees shall . paitl fringe benefits In accordance with the p—,.,.n. d the twines, pni If the nann.e putguan, d.. not —.an fiege benefits, thens.s th.11 be paid the full ....nd afin­ be,.. ledent on the .., datemunst , unless the Atinunsandi ofth, Wage and H., n—en determines that =an apprenticeship p.g.. ,ad .,th the c—pi j.u..y..h —e Ite an the —ge dtalmun— which I —des for Isss than full MnS.b.n.finsfie.pphand— Any.i Inhad an the pey.11 at a tnance hate who,. — ed—ed and p—npading in , hasung plan approved by the E,pbymnt and Tamm, Ann, ban shall be paid not I..s thantheapplicablewagerateonthi determination for the l—ft,danafwork .chIllypiefInai Inedhu-,imythames performing won, on site In excess of the at,. permitted ..d., Me nes,staned program shall be pall not Iss, than Me applicable Idg, Its an the mg, deth—hat,an for the milk actually p,ff,,,,d I , the —I the Employment and Thni Administration,, dtheehe,s ,approval at , -ep.gp,,g,M,,W, ill n, longer b—theW utilize tainess, at less than the applicable phad-na—d Its f,, the work te—,d until an mcapbulaid, peagne, ,a(n pp—"hcad uiaiD I Tlwp= "I" -Te pn " and 1--tne, under this pan an.n in wnfantudy with the equal employment opportunity requirements at Executive Oil,, 11246, . anellical, and 29 CFR pan 30 (5) —p— — Cattail— Act —.I The candinecal shall w,ply .,In the ne,unnen— at 29 CFR Pant 1* which are incorporated by nefiesea, in IN " "nuenct. in) Shilecanne- - Th. cantnectu, I iubcanthact., shall Insect in any subcontracts me da—s candamed! in 29 CFR 5 5(a)(1) Mhhugh (10) and such athi clauses as the F.d..l Thead Adnau.— may by appropriate Instructions haq,li and all, ,I,u,, ne,uning the sudscanthectane to include d,..a c.— is" clear usesubcontracts The pn,, contactor shall be responsible for the nnpla— ca by any subni _ I I., be, subcaNractor with all the contact died... in 29 CFR 5 5 (7) Call— d,b,m,,t -A breech of the contract clauses I. 2e CFR S S may be g—nds for t.,.,n.,.n ofth. .b— and I., debarment as I canthectar and a subcwiracmr a, phich,ided! in 29 CFR 512. (8) Compliance wim Diisl,43,— and Related Act hei—seseed. -A t rulings and interpretations of the Davis -Baron and Re.hel Acts contained 29 CFR haft 1, 3, and 5 a, h,,I, incIp—ted by reference in this candnect (9) Ed.p... ...canning I.i intlaidued. - Disputes ..sing out of the Is- stand.ds p—su.ns d chs, ctunnacl, - hall be sulnei to the general disputes .1...e of due 00""t Such disputes shall be resolved ,=M,nc, with the procedures of cb, D.p— Y Labor let fafthu, 29 CFR tents 5, 6, and 7 Dispute, MIN, the meaning cd this cl--clud, disputes bed— the c,nt,d, (., any d It,subcontractors) and the candnecung agency, the U.S. D.pin— d L.ni I the ..play.. I their representatives. (1 O) Certification at eligibility - id By ,nbsi into this contract, the Innisi c.dfflah that Inherit bar he ., he) .., any person., finn who has anundahh— the minder's I. is , lahad, or fim i to be awarded G—nn- contracts by ,,due of section 3bi at the Davis -Bacon Act or 29 CFR 512(.)(11 N, pad of due cunthed —11 be suls,,nnactad to any person at fim —I,g,N, I., — of . Government contract by -u. of —bi S(n) of the Davis -Baron Ad or 29 (in) The penalty f,, making flits, statements phas nbad in the U S C.—al Cuts, 18 U.S C. 1001. Contract Work Hours and Safety Standards (1) 0—ins. hel—ra... - N. corrector ubm,t,,W .contacting for any ph d the...bred — adui may entans or —W the employment at lattanal or ,mh,n,,, shall ne, un, or perms any such idles, ., mechanic any —r,—.kun which he at she is —pla,Ill an such slan, W work in a— s . hety hours such —.1 unless such laborer or the.h.d. ..Na c,,p,n,,Wn in , has had I... than one and .n.-haffifin., the leti Its dif ply for all hours si in — at J." had. in such --i (2) Violation; liability for unpeitl age.; Meld— damages - In the event of an, vuoleu- at the clause sat faith nansgraph (1) d this —to, the contracts and any ,ult—ta, responsible therefor shall be liable f,, the unpaid wages In adtlition, such contractor and submnt,cW, shall be liable to the U ded! State, for liquidated damages Such Ilquitlated damages h.11 In, computed with respect to each individual laborer I Ili including .tch—n �d gu.- .played in violation of the cis s0 Oh.—negnsi section, inthe sum .f$10for each calendar day an which such in— was required or pis itted . word n, ....a of the standard workweek .1miry hours without payment the —inh. —g.s nisqi,ined by the clause set fall, in paragraph (1) of IN, section. 3) Withholding for unpaid wages and liquidated damages - Sun Tian shall upands min ,— o, upon -than hi of an .une-nd Iteclandau-ndth—pietneed. Labor afthh.1d ., ..us. I. be .11i from any nuelsys hini I, ei of aebn, Patti by the,nt,d,r , ubwn— ,i any such canthad or any other Fail ATTACHMENT TO FEDERAL LABOR STANDARDS PROVISIONS SO CALLED "ANTI -KICKBACK ACT" AND REGULATIONS PROMULGATED PURSUANT THERETO BY THE SECRETARY OF LABOR. UNITD STATES DEPARTMENT OF LABOR TITLE 18, U.S.C., section 874 (June 25, 1948, ch. 645, 62 Stat. 740; Pub. L. 103-322, title XXXIII, Sec. 330016(l)(K), Sept. 13, 1994, 108 Stat. 2147.) KICKBACKS FROM PUBLIC WORKS EMPLOYEES Whoever, by force, intimidation, or threat of procuring dismissal from employment, or by any other manner whatsoever induces any person employed in the construction, prosecution, completion or repair of any public building, public work, or building or work financed in whole or in part by loans or grants from the United States, to give up any part of the compensation to which he is entitled under his contract of employment, shall be fined under this title or imprisoned not more than five years, or both. TITLE 29 — LABOR Subtitle A - Office of Secretary of Labor PART 3 —CONTRACTORS AND SUBCONTRACTORS ON PUBLIC BUILDING OR PUBLIC WORK FINANCED IN WHOLE OR IN PART BY LOANS OR GRANTS FROM THE UNITED STATES Sec. 3.1 Purpose and scope. This part prescribes "anti -kickback" regulations undersection 2 of the Act of June 13, 1934, as amended (40 U.S.C. 276c), popularly known as the Copeland Act. This part applies to any contract which is subject to Federal wage standards and which is for the construction, prosecution, completion, or repair of public buildings, public works or buildings or works financed in whole or in part by loans or grants from the United States. The part is intended to aid in the enforcement of the minimum wage provisions of the Davis -Bacon Act and the various statutes dealing with federally assisted construction that contain similar minimum wage provisions, including those provisions which are not subject to Reorganization Plan No. 14 (e.g., the College Housing Act of 1950, the Federal Water Pollution Control Act, and the Housing Act of 1959), and in the enforcement of the overtime provisions of the Contract Work Hours Standards Act whenever they are applicable to construction work. The part details the obligation of contractors and subcontractors relative to the weekly submission of statements regarding the wages paid on work covered thereby; sets forth the circumstances and procedures governing the making of payroll deductions from the wages of those employed on such work; and delineates the methods of payment permissible on such work. Sec. 3.2 Definitions As used in the regulations in this part: (a) The terms building or work generally include construction activity as distinguished from manufacturing, furnishing of materials, or servicing and maintenance work. The terms include, without limitation, buildings, structures, and improvements of all types, such as bridges, dams, plants, highways, parkways, streets, subways, tunnels, sewers, mains, powedmes, pumping stations, railways, airports, terminals, docks, piers, wharves, ways, lighthouses, buoys, jetties, breakwaters, levees, and canals; dredging, shoring, scaffolding, drilling, blasting, excavating, clearing, and landscaping. Unless conducted in connection with and at the site of Such a building or work as is described in the foregoing sentence, the manufacture or furnishing of materials, articles, supplies, or equipment (whether or not a Federal or State agency acquires title to such materials, articles, supplies, or equipment during the course of the manufacture or furnishing, or owns the materials from which they are manufactured or furnished) is not a building or work within the meaning of the regulations In this part. (b) The terms construction, prosecution, completion, or repair mean all types of work done on a particular building or work at the site thereof, including, without limitation, altering, remodeling, painting and decorating, the transporting of materials and supplies to or from the building or work by the employees of the construction contractor or construction subcontractor, and the manufacturing or furnishing of materials, articles, supplies, or equipment on the site of the building or work, by persons employed at the site by the contractor or subcontractor. (c) The terms public building or public work include building or work for whose construction, prosecution, completion, or repair, as defined above, a Federal agency is a contracting party, regardless of whether title thereof is in a Federal agency (d) The term building or work financed in whole or in part by loans or grants from the United States includes building or work for whose construction, prosecution, completion, or repair, as defined above, payment or part payment is made directly or indirectly from funds provided by loans or grants by a Federal agency. The term includes building or work for which the Federal assistance granted is in the form of loan guarantees or insurance. (e) Every person paid by a contractor or subcontractor in any manner for his labor in the construction, prosecution, completion, or repair of a public building or public work or building or work financed in whole or in part by loans or grants from the United States is employed and receiving wages, regardless of any contractual relationship alleged to exist between him and the real employer. (1) The term any affiliated person includes a spouse, child, parent, or other close relative of the contractor or subcontractor; a partner or officer of the contractor or subcontractor; a corporation closely connected with the contractor or subcontractor as parent, subsidiary, or otherwise, and an officer or agent of such corporation. (g) The term Federal agency means the United States, the District of Columbia, and all executive departments, independent establishments, administrative agencies, and instrumentalities of the United States and of the District of Columbia, including corporations, all or substantially all of the stock of which is beneficially owned by the United States, by the District of Columbia, or any of the foregoing departments, establishments, agencies, and instrumentalities. [29 FR 97, Jan. 4, 1964, as amended at 38 FR 32575, Nov. 27, 19731 Sec. 3.3 Weekly statement with respect to payment of wages. (a) As used in this section, the term employee shall not apply to persons in classifications higher than that of laborer or mechanic and those who are the immediate supervisors of such employees. (b) Each contractor or subcontractor engaged in the construction, prosecution, completion, or repair of any public building or public work, or building or work financed in whole or in part by loans or grants from the United States, shall furnish each week a statement with respect to the wages paid each of its employees engaged on work covered by this part 3 and part 5 of this title during the preceding weekly payroll period. This statement shall be executed by the contractor or subcontractor or by an authorized officer or employee of the contractor or subcontractor who supervises the payment of wages, and shall be on the back of Form WH 347, "Payroll (For Contractors Optional Use)" or on any form with identical wording. Copies of Form WH 347 may be obtained from the Government contracting or sponsoring agency or from the Wage and Hour Division Web site at htt9 //www dol vov/esa/whd/forms/wh347instr htm or its successor site. (c) The requirements of this section shall not apply to any contract of $2,000 or less. (d) Upon a written finding by the head of a Federal agency, the Secretary of Labor may provide reasonable limitations, variations, tolerances, and exemptions from the requirements of this section subject to such conditions as the Secretary of Labor may specify. [29 FR 97, Jan. 4, 1964, as amended at 33 FR 10186, July 17, 1968; 47 FR 23679, May 28, 1982: 73 FR 77511, Dec. 19, 2008] Sec. 3.4 Submission of weekly statements and the preservation and inspection of weekly payroll records (a) Each weekly statement required under Sec. 3.3 shall be delivered by the contractor or subcontractor, within seven days after the regular payment date of the payroll period, to a representative of a Federal or State agency in charge at the site of the building or work, or, if there is no representative of a Federal or State agency at the site of the building or work, the statement shall be mailed by the contractor or subcontractor, within such time, to a Federal or State agency contracting for or financing the building or work. After such examination and check as may be made, such statement, or a copy thereof, shall be kept available, or shall be transmitted together with a report of any violation, in accordance with applicable procedures prescribed by the United States Department of Labor. (b) Each contractor or subcontractor shall preserve his weekly payroll records for a period of three years from date of completion of the contract. The payroll records shall set out accurately and completely the name and address of each laborer and mechanic, his Correct classification, rate of pay, daily and weekly umber of hours worked, deductions made, and actual wages paid. Such payroll records shall be made available at all times for inspection by the Contracting officer or his authorized representative, and by authorized representatives of the Department of Labor. (Reporting and recordkeeping requirements in paragraph (b) have been approved by the Office of Management and Budget under control number 1215-0017) [29 FR 97, Jan. 4, 1964, as amended at 47 FR 145, Jan. 5, 1982] Sec. 3.5 Payroll deductions permissible without application to or approval of the Secretary of Labor Deductions made under the circumstances or in the situations described in the paragraphs of this section may be made without application to and approval of the Secretary of Labor: (a) Any deduction made in compliance with the requirements of Federal, State, or local law, such as Federal or State withholding income taxes and Federal social security taxes. (b) Any deduction of sums previously paid to the employee as a bona fide prepayment of wages when such prepayment is made without discount or interest. A bona fide prepayment of wages is considered to have been made only when cash or its equivalent has been advanced to the person employed in such manner as to give him complete freedom of disposition of the advanced funds. (c) Any deduction of amounts required by court process to be paid to another, unless the deduction is in favor of the contractor, subcontractor, or any affiliated person, or when collusion or collaboration exists. (d) Any deduction constituting a contribution on behalf of the person employed to funds established by the employer or representatives of employees, or both, for the purpose of providing either from principal or income, or both, medical or hospital care, pensions or annuities on retirement, death benefits, compensation for injuries, illness, accidents, sickness, or disability, or for insurance to provide any of the foregoing, or unemployment benefits, vacation pay, savings accounts, or similar payments for the benefit of employees, their families and dependents Provided, however, That the following standards are met: (1) The deduction is not otherwise prohibited by law; (2) It is either. (i) Voluntarily consented to by the employee in writing and in advance of the period in which the work is to be done and such consent is not a condition either for the obtaining of or for the continuation of employment, or III) provided for in a bona fide collective bargaining agreement between the Contractor or subcontractor and representatives of its employees; (3) No profit or other benefit is otherwise obtained, directly or indirectly, by the contractor or subcontractor or any affiliated person in the form of commission, dividend, or otherwise; and (4) The deductions shall serve the convenience and interest of the employee. (e) Any deduction contributing toward the purchase of United States Defense Stamps and Bonds when voluntarily authorized by the employee. (f) Any deduction requested by the employee to enable him to repay loans to or to purchase shares in credit unions organized and operated in accordance with Federal and State credit union statutes. (g) Any deduction voluntarily authorized by the employee for the making of contributions to governmental or quasi -governmental agencies, such as the American Red Cross. (h) Any deduction voluntarily authorized by the employee for the making of contributions to Community Chests, United Givers Funds, and similar charitable organizations. (1) Any deductions to pay regular union initiation fees and membership dues, not including fines or special assessments: Provided, however, That a collective bargaining agreement between the contractor or subcontractor and representatives of its employees provides for such deductions and the deductions are not otherwise prohibited by law Q) Any deduction not more than for the "reasonable cost' of board, lodging, or other facilities meeting the requirements of section 3(m) of the Fair Labor Standards Act of 1938, as amended, and part 531 of this title. When such a deduction is made the additional records required under Sec. 516.25(a) of this title shall be kept. (k) Any deduction for the cost of safety equipment of nominal value purchased by the employee as his Con property for his personal protection in his work, such as safety shoes, safety glasses, safety gloves, and hard hats, if such equipment is not required by law to be furnished by the employer, if such deduction is not violative of the Fair Labor Standards Act or prohibited by other law, if the cost on which the deduction is based does not exceed the actual Cost to the employer where the equipment is purchased from him and does not include any direct or indirect monetary return to the employer where the equipment is purchased from a third person, and if the deduction is either (1) Voluntarily Consented to by the employee in writing and in advance of the period in which the work is to be done and such consent is not a condition either for the obtaining of employment or its continuance; or (2) Provided for in a bona fide collective bargaining agreement between the contractor or subcontractor and representatives of its employees. [29 FR 97, Jan. 4, 1964, as amended at 36 FR 9770, May 28, 1971] Sec. 3.6 Payroll deductions permissible with the approval of the Secretary of Labor. Any contractor or subcontractor may apply to the Secretary of Labor for permission to make any deduction not permitted under Sec. 3.5. The Secretary may grant permission whenever he finds that: (a) The contractor, subcontractor, or any affiliated person does not make a profit or benefit directly or indirectly from the deduction either in the form of a commission, dividend, or otherwise; (b) The deduction is not otherwise prohibited by law; (c) The deduction is either (1) voluntarily Consented to by the employee in writing and in advance of the period in which the work is To be done and such consent is not a condition either for the obtaining of employment or its continuance, or (2) provided for in a bona fide Collective bargaining agreement between the Contractor or subcontractor and representatives of its employees, and (d) The deduction serves the convenience and interest of the employee. Sec 3 7 Applications for the approval of the Secretary of Labor Any application for the making of payroll deductions under Sec. 3.6 shall comply with the requirements prescribed m the following paragraphs of this section: (a) The application shall be in writing and shall be addressed to the Secretary of Labor (b) The application need not identify the contract or contracts under which the work in question is to be performed. Penmssion will be given for deductions on all current and future contracts of the applicant for a period of 1 year. A renewal of permission to make such payroll deduction will be granted upon the submission of an application which makes reference to the original application, recites the date of the Secretary of L.1"s approval of such deductions, states affirmatively that there is continued compliance with the standards set forth in the provisions of Sec. 3.6, and specifies any conditions which have changed in regard to the payroll deductions. (c) The application shall state affirmatively that there is compliance with the standards set forth in the provisions of Sec. 3.6. The affirmation shall be accompanied by a full statement of the facts indicating such compliance. (d) The application shall include a description of the proposed deduction, the purpose to be served thereby, and the classes of laborers or mechanics from whose wages the proposed deduction would be made. (e) The application shall stale the name and business of any third person to whom any funds obtained from the proposed deductions are to be transmitted and the affiliation of such person, if any, with the applicant. [29 FIR 97, Jan. 4, 1964, as amended at 36 FR 9771, May 28, 1971] Sec. 3.8 Action by the Secretary of Labor upon applications. The Secretary of Labor shall decide whether or not the requested deduction is permissible under Provisions of Sec. 3.6; and shall notify the applicant in writing of his decision. Sec. 3.9 Prohibited payroll deductions. Deductions not elsewhere provided for by this part and which are not found to be permissible under Sec. 3.6 are prohibited. Sec. 3.10 Methods of payment of wages. The payment of wages shall be by cash, negotiable instruments payable on demand, or the additional forms of compensation for which deductions are permissible under this part. No other methods of payment shall be recognized on work subject to the Copeland Act. Sec. 3.11 Regulations part of contract. All contracts made with respect to the construction, prosecution, completion, or repair of any public building or public work or building or work financed in whole or in part by loans or grants from the United States covered by the regulations in this part shall expressly bind the contractor or subcontractor to comply with such of the regulations in this part as may be applicable. In this regard, see Sec. SZ(a) of this subtitle. Siesmic Safety -42 U.S.C. 7701 at seq. 49, CFR Part 41 The Seismic Safety requirements apply only to contracts for the construction of new buildings or additions to existing buildings. The contractor agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to the extent required by the regulation. The contractor also agrees to ensure that all work performed under this contract inducing work performed by a subcontractor is in compliance with the standards required by the Seismic Safety Regulations and the certication of compliance issued on the project Non Construction Activities Non Construction Employee Protection Requirements (Except for supplies/raw materials) The Contractor agrees to comply with and assures compliance by other Project participants with any applicable employee protection requirements for nonconstruction employees of the Contract Work Hours and Safety Standards Act, as amended, 40 U S.0 §§ 3701 of seq., in particular with the wage and hour requirements of section 102 of that Act at 40 U S.0 § 3702, and with implementing U S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstructon Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 C F.R Part 5 Transit Operations Transit Employee Protective Arrangements -49 U.S.C. § 5310, § 5311, and § 5333; 29 CFR Part 215 The Contractor agrees to the comply with applicable transit employee protective requirements as follows a. General Transit Employee Protective Requirements - To the extent that FTA determines that transit operations are involved, the Contractor agrees to carry out the transit operations work on the underlying contract in compliance with terms and conditions determined by the U S. Secretary of Labor to be fair and equitable to protect the interests of employees employed under this contract and to meet the employee protective requirements of 49 U S C. A 5333(b), and Us DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the letter of certification from the U.S. DOL to FTA applicable to the FTA Recipient's project from which Federal assistance is provided to support work on the underlying contract. The Contractor agrees to carry out that work in compliance with the conditions stated in that U.S. DOL letter. The requirements of this subsection (1), however, do not apply to any contract financed with Federal assistance provided by FTA eitherfor projects forelderly individuals and individuals with disabilities authorized by 49 U.S.C. § 5310(a)(2), or for projects for nonurbanized areas authorized by 49 U.S.C. § 5311. Alternate provisions for those projects are set forth in subsections (b) and (c) of this clause. b. Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. § 5310(a)(2) for Elderly Individuals and Individuals with Disabilities- If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5310(a)(2), and it the U.S. Secretary of Transportation has detemmined or determines in the future that the employee protective requirements of 49 U S.C. § 5333(b) are necessary or appropriate for the state and the public body subrecipient for which work is performed on the underlying contract, the Contractor agrees to carry out the Project in compliance with the terms and conditions determined by the Us Secretary of Labor to meet the requirements of 49 U S.0 § 5333(b), U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the U.S. DOUs letter of certification to FTA, the date of which is set forth Grant Agreement or Cooperative Agreement with the state. The Contractor agrees to perform transit operations in connection with the underlying contract in compliance with the conditions stated in that U.S. DOL letter. C. Transit Employee Protective Requirements for Projects Authored by 49 U.S.C. § 5311 in Nonurbanized Areas - If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5311, the Contractor agrees to comply with the terms and conditions of the Special Warranty for the Nonurbanized Area Program agreed to by the U.S. Secretaries of Transportation and Labor, dated May 31, 1979, and the procedures implemented by U.S. DOL or any revision thereto. The Contractor also agrees to include the applicable requirements in each subcontract involving transit operations financed in whole or in part with Fedeml assistance provided by FTA Charter Service Operation -49 U.S.C. 5323(d), 49 CFR Part 604 Charter Service Operations - The contractor agrees to comply with 49 U.S.C. 5323(d) and 49 CFR Part 604, which provides that recipients and subrecipients of FTA assistance are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except under one of the exceptions at 49 CFR 604.9. Any charter service provided under one of the exceptions must be "incidental," i.e., it must not interfere with or detract from the provision of mass transportation. School Bus Operation - 49 U.S.C. 5323(f) or (g), 49 CFR Part 605 Pursuant to 49 U.S.C. 5323(f) and 49 CFR Part 605, recipients and subrecipients of FTA assistance may not engage in school bus operations exclusively for the transportation of students and school personnel in competition with private school bus operators unless qualified under specified exemptions. When operating exclusive school bus service under an allowable exemption, recipients and subrecipients may not use federally funded equipment, vehicles, or facilities. Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations - 49 U.S.C. §5331, 49 CFR Part 655 The contractor agrees to establish an anti -drug use and alcohol misuse program that complies with 49 CFR Part 655, produce any documentation necessary to establish its compliance with Part 655, and permit any authorized representative of the United States Department of Transportation or its operating administrations, the State Oversight Agency of Arizona, or Sun Tmn, to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Part 655 and review the contractor's testing process. The T tractor a eq further to certrfv annually its moliance with Part 655 thirty dayy before July 1s1of each YY an�lo submit the Man ent Informaton S� tem (MIS (marts th rtyda before March ,) each year to John Zukas. Tra sit Services Coordinator P�. Box 2��10 Tucson AZ 85726. If the Contractor performs functions under the Federal Highway Administration (FHWA) and Federal Transit Administration (FTA), the contractor must comply with such applicable regulations. The Contractor's Drug Free Workplace Policy and the Contractor's Drug and Alcohol Policy/Program must clearly delineate the Contractor's responsibilities under their own Company policy, the FHWKs regulations, and the FTKs regulations respectively. Privacy Act - 5 U.S.C. 552 When a grantee maintains files on drug and alcohol enforcement activities for FTA, and those files are organized so that information could be retrieved by personal identifier, the Privacy Act requirements apply to all contracts. The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract: 1. The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. § 552a. Among other things, the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the Federal Government. The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract. 2. The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA Planning, Research, Development and Demonstration Projects Patent And Rights In Data - 37 CFR Part 401, 49 CFR Parts 18 and 19 CONTRACTS INVOLVING EXPERIMENTAL, DEVELOPMENTAL, OR RESEARCH WORK. A Rights in Data - This following requirements apply to each contract invoMng experimental, developmental or research work: 1. The term "subject data" used in this clause means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the contract. The term includes graphic or pictorial delineation in media such as drawings or photographs; text in specifications or related performance or design -type documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. Examples include, but are not limited to: computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information. The term "subject data" does not include financial reports, cost analyses, and similar information incidental to contract administration. 2. The following restrictions apply to all subject data first produced in the performance ofthe contract to which this Attachment has been added: a. Except for its own internal use, the Purchaser or Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the Purchaser or Contractor authorize others to do so, without the written consent of the Federal Government, unfil such time as the Federal Government may have either released or approved the release of such data to the public; this restriction on publication, however, does not apply to any contract with an academic institution. b. In accordance with 49 C.F.R. § 18.34 and 49 C.F.R. § 19.36, the Federal Government reserves a royalty -free, non-exclusive and irrevocable license to reproduce, publish, or otherwise uas, and to authorize others to use, for "Federal Government purposes,' any subject data orcopyright described in subsections (2)(b)l and (2)(b)2 ofthis clause below. As used in the previous sentence, "for Federal Government purposes;' means use only for the direct purposes of the Federal Government. Without the copyright owners consent, the Federal Government may not extend its Federal license to any other party. 1. Any subject data developed under that contract, whether or not a copyright has been obtained; and 2. Any rights of copyright purchased by the Purchaser or Contractor using Federal assistance in whole or in part provided by FTA. c. When FTA awards Federal assistance for experimental, developmental, or reseamh work, it is FTA's general intention to increase transportation knowledge available to the public, rather than to restrict the benefits resulting from the work to participants in that work. Therefore, unless FTA determines otherwise, the Purchaser and the Contractor performing experimental, developmental, or research work required by the underlying contract to which this Attachment is added agrees to permit FTA to make available to the public, either FTA's license in the copyright to any subject data developed in the course of that contract, or a copy of the subject data first produced under the contract for which a copyright has not been obtained. If the experimental, developmental, or research work, which is the subject of the underlying contract, is not completed for any reason whatsoever, all data developed under that contract shall become subject data as defined in subsection (a) of this clause and shall be, delivered as the Federal Government may direct. This subsection (c) , however, does not apply to adaptations of automatic data processing equipment or programs for the Purchaser or Contractor's use whose costs are financed in whole or in part with Federal assistance provided by FTA for transportation capital projects d. Unless prohibited by state law, upon request by the Federal Government, the Purchaser and the Contractor agree to indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the Purchaser or Contractor of proprietary rights, copynghts, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract. Neither the Purchaser nor the Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government. e. Nothing contained in this clause on rights in data shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent f. Data developed by the Purchaser or Contractor and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying contract to which this Attachment has been added is exempt from the requirements of subsections (b), (c), and (d) of this clause , provided that the Purchaser or Contractor identifies that data in writing at the time of delivery of the contract work. g. Unless FTA determines otherwise, the Contractor agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. 3. Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractors status (Le, a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual, etc ), the Purchaser and the Contractor agree to take the necessary actions to provide, through FTA, those fights in that invention due the Federal Government as described in U S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37 C.F.R. Part 401. 4. The Contractor also agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. B. Patent Rights - This following requirements apply to each contract involving experimental, developmental, or research work: 1. General - If any invention, improvement, or discovery is conceived or first actually reduced to practical the course of or under the contract to which this Attachment has been added, and that invention, improvement, or discovery is patentable under the laws of the United States of Amenca or any foreign country, the Purchaser and Contractor agree to take actions necessary to provide immediate notice and a detailed report to the party at a higher tier until FTA is ultimately notified. 2. Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractors status (a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual), the Purchaser and the Contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U S. Department of Commerce regulations, 'Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,' 3. The Contractor also agrees to include the requirements of this clause in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. Turnkey and Other Acquisitions Made by a Third Party Contractor Assuming the Role of Sun Train Bus Testing - 49 U.S.C. 5323(c), 49 CFR Part 665 The Contractor or Manufacturer agrees to comply with 49 U.S.C. A 5323(c) and FTA's implementing regulation at 49 CFR Part 665 and shall perform the fallowing 1. A manufacturer of a new bus model or a bus produced with a major change in components or configuration shall provide a copy of the final test report to Sun Tmn at a point in the procurement process specified by Sun Tran which will be prior to Sun Tran's final acceptance of the first vehicle. 2. A manufacturer who releases a report under paragraph 1 above shall provide notice to the operator of the testing facility that the report is available to the public. 3. If the manufacturer represents that the vehicle was previously tested, the vehicle being sold should have the identical configuration and major components as the vehicle in the test report, which must be provided to Sun Tran prior to recipient's final acceptance of the first vehicle. If the configuration or components are not identical, the manufacturer shall provide a description of the change and the manufacturers basis for concluding that it is not a major change requiring additional testing. 4. If the manufacturer represents that the vehicle is "gmndfathered" (has been used in mass transit service in the United States before October 1, 1988, and is currently being produced without a major change in configuration or components), the manufacturer shall provide the name and address of Sun Tran of such a vehicle and the details of that vehicle's configuration and major components. Pre -Award and Post -Delivery Audit Requirements - 49 U.S.C. 5323,49 CFR Part 663 The Contractor agrees to comply with 49 U.S.C. § 5323(1) and FTA's implementing regulation at49 C.F.R. Part 663 and to submit the following certifications: 1. Buy America Requirements: The Contractor shall complete and submit a declaration certifying either compliance or noncompliance with Buy America. If the Bidder/Offeror certifies compliance with Buy America, it shall submit documentation which lists: a. component and subcomponent parts of the rolling stock to be purchased identified by manufacturer of the parts, their country of origin and costs; and; b. the location of the final assembly point for the rolling stock, including a description of the activities that will take place at the final assembly point and the cost of final assembly. 2. Solicitation Specification Requirements: The Contractor shall submit evidence that it will be capable of meeting the bid specifications. 3. Federal Motor Vehicle Safety Standards (FMVSS): The Contractor shall submit: a. manufacturer's FMVSS self -certification sticker information that the vehicle complies with relevant FMVSS or; b manufacturers certified statement that the contracted buses will not be subject to FMVSS regulations Miscellaneous Special Requirements Environmental Protection 42 U.S.C. 4321 at seq., 49 U.S.C. 5324(b) at seq., 40 CFR Part 1500 at seq., 23 CFR Part 771, 49 CFR Part 622 The Contractor agrees to comply with all applicable requirements of the National Environmental Policy Act of 1969, as amended, 42 U SC §§ 4321 at seq. consistent with Executive Order No. 11514, as amended, "Protection and Enhancement of Environmental Quality," 42 U.S.C. § 4321 note; ETA statutory requirements on environmental matters at 49 U SC § 5324(b); Council on Environmental Quality regulations on compliance with the National Environmental Policy Act of 1969, as amended, 40 C.F R. Part 1500 at seq., and joint FHWA/FTA regulations, "Environmental Impact and Related Procedures," 23 C.F.R. Part 771 and 49 C.F.R. Part 622 Energy Conservation Requirements - 42 U.S.C. 6321 at seq., 49 CFR Part 18 Contractor shall recognize 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. Metric System Requirements —15 U.S.C. 205a at seq. As required by U.S. DOT or FTA, Sun Train agrees to use the metric system of measurement in its Project activities, as may be required by 15 U SC §§ 205a at seq; Executive Order No 12770, "Metric Usage in Federal Government Programs," 15 U.S C. § 205a note; and other regulations, guidelines, and policies issued by U.S DOT or ETA To the extent practicable and feasible, Sun Tmn agrees to accept products and services with dimensions expressed in the metric system of measurement. National ITS Architecture The Contractor agrees to conform, to the extent applicable, to the National Intelligent Transportation Systems (ITS) Architecture and Standards as required by SAFETEA LU § 5307(c), 23 U SC § 512 note, and comply with ETA Notice, "ETA National ITS Architecture Policy on Transit Protects' 66 Fed Reg 1455 at seq , January 8, 2001, and to any subsequent further implementing directives, except to the extent ETA detem Ines otherwise in writing. Recycled Products (for items designated by the EPA) The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. Seat Belt Use In accordance with the provisions of Executive Order No. 13043, "Increasing Seat Belt Use in the United States," April 16, 1997, 23 U.S.C. § 402 note, the contractor is encouraged to adopt and promote on-the- job seat belt use policies and programs for its employees and other personnel that operate company - owned, rented, or personally operated vehicles, and to include this provision in any subagreements, leases, third parry contracts, or other similar document in connection with the Project. Text Messaging While Driving In accordance with Executive Order No. 13513,Federal Leadership on Reducing Text Messaging While Driving, October 1, 2009, 23 U.S.C.A. § 402 note, and DOT Order 3902.10, Text Messaging While December 30, 2009, the contractor is encouraged to comply with the terms of the following Special Provision. a. Definitions. As used in this Special Provision: (1) "Driving" means operating a motor vehicle on a roadway, including while temporarily stationary because of traffic, a traffic light, slop sign, or otherwise. "Driving" does not include being in your vehicle (with or without the motor running) in a location off the roadway where it is safe and legal to remain stationary. (2) "Text Messaging" means reading from or entering data into any handheld or other electronic device, including for the purpose of short message service texling, e-mailing, instant messaging, obtaining navigational information, or engaging in any other form of electronic data retrieval or electronic data communication. The term does not include the use of a cell phone or other electronic device for the limited purpose of entering a telephone number to make an outgoing call or answer an incoming call, unless the practice is prohibited by State or local law. It. Safety. The Grantee is encouraged to: (1) Adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers including policies to ban text messaging while driving - (a) Grantee -owned or Grantee -rented vehicles or Government -owned, leased or rented vehicles; (b) Privately -owned vehicles when on official Project related business or when pertorming any work for or on behalf of the Project; or (c) Any vehicle, on or off duty, and using an employer supplied electronic device. (2) Conduct workplace safety initiatives in a manner commensurate with the Grantee's size, such as: (a) Establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving; and (b) Education, awareness, and other outreach to employees about the safety risks associated with texling while driving. (3) Include this Special Provision in its subagreements with its subrecipients and third party contracts and also encourage its subrecipients, lessees, and third party contractors to comply with the terms of this Special Provision, and include this Special Condition in each subagreement, lease, and third party contract at each tier financed with Federal assistance provided by the Federal Government. Federal Davis -Bacon Wage Rates The Federal Wage Rates applicable to this Contract are set forth in the following Document. INSERT MOST RECENT WAGE DECISION INFORMATION HERE Certifications BUY AMERICA CERTIFICATION CERTIFICATION FOR PROCUREMENT OF STEEL OR MANUFACTURED PRODUCTS (To be submitted with each bid or offer exceeding $100,000) (To be signed and submitted by the bidder/offeror) Certification requirement for all procurements except buses, other rolling stock and associated equipment. A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification (below) with all bids on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as non -responsive. This requirement does not apply to lower tier subcontractors. Certification requirement for procurement of steel, iron, or manufactured products. Certificate of Compliance with 49 U.S.C. 53230)(1) The bidder or offeror hereby certifies that it will meet the requirements of 49 U.S.C. 53230)(1) and the applicable regulations in 49 CFR Part 661. Date Signature Company Name Title Certificate of Non -Compliance with 49 U.S.C. 53230)(1) The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 53230)(1), but it may qualify for an exception pursuant to 49 U.S.C. 53230)(2)(B) or 0)(2)(D) and the regulations in 49 CFR 661.7. Date March 27, 2024 Signature Company Name W.W. Grainger, Inc. Title Senior National Government Sales Manager Contractor shall be notified when federal funds will be used to procure product under the terms of this Contract and shall be afforded a reasonable period of time to assess whether Contractor can comply with federal terms applicable to the procurement. BUY AMERICA CERTIFICATION CERTIFICATION FOR PROCUREMENT OF STEEL OR MANUFACTURED PRODUCTS Certification requirement for procurement of buses, other rolling stock and associated equipment. (To be submitted with each bid or offer exceeding $100,000) (To be signed and submitted by the bidder/offeror) Certificate of Compliance with 49 U.S.C. 53230)(2)(C). The bidder or offeror hereby certifies that it will comply with the requirements of 49 U.S.C. 53230)(2)(C) and the regulations at 49 CFR Part 661. Date Signature Company Name Title Certificate of Non -Compliance with 49 U.S.C. 53239)(2)(C) The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 53230)(2)(C), but may qualify for an exception pursuant to 49 U.S.C. 53230)(2)(B) or 0)(2)(D) and the regulations in 49 CFR 661.7. Date March 27, 2024 Signature Company Name W.W. Grainger, Inc. Title Senior National Government Sales Manager Contractor shall be notified when federal funds will be used to procure product under the terms of this Contract and shall be afforded a reasonable period of time to assess whether Contractor can comply with federal terms applicable to the procurement. TRANSIT VEHICLE MANUFACTURER'S DBE CERTIFICATION Certificate of Compliance with 49 CFR part 26. CERTIFICATION REQUIREMENT FOR PROCUREMENT OF TRANSIT VEHICLES ONLY (To be submitted with all bids or offers for transit vehicles) (To be signed and submitted by the manufacturer of the product offered) This procurement is subject to the provisions of 49 CFR Part 26. Accordingly, as a condition of permission to bid, the following certification must be completed and submitted with the bid. A bid that does not include the certification must be rejected as non -responsive and not considered for evaluation and award. I hereby certify that the offeror has complied with the requirements of 49 CFR part 26, Participation by Disadvantaged Business Enterprises in DOT Programs, and that its goals have been approved, or not disapproved, by the Federal Transit Administration. W.W. Grainger, Inc. Name of Offeror Signature of the Offeror's Authorized Official Ken White Senior National Government Sales Manaaer Name and Title of the Offeror's Authorized Official March 27, 2024 Date CERTIFICATION REGARDING LOBBYING CERTIFICATION FOR CONTRACTS, GRANTS, LOANS, AND COOPERATIVE AGREEMENTS (To be submitted with each bid or offer exceeding $100,000) (To be submitted by the bidder/offeror) The undersigned Contractor certifies, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with Its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S.C. 1601, at seq.)] 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. [Note: Pursuant to 31 U.S.C. § 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Contractor, W.W. Grainger, Inc._, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, at seq., apply to this certification and disclosure, if any. Signature of Contractor's Authorized Official Ken White Senior National Government Sales Manager Name and Title of Contractor's Authorized Official March 27, 2024 Dale CERTIFICATION OF COMPLIANCE WITH FTA'S BUS TESTING REQUIREMENTS (Pertains only to the acquisition of Turnkey Rolling Stock over $100,000)) (To be signed and submitted by the manufacturer of the product offered) The undersigned Manufacturer certifies that the vehicle offered in this procurement complies with 49 U.S.C. A 5323(c) and FTA's implementing regulation at 49 CFR Part 665. The undersigned understands that misrepresenting the testing status of a vehicle acquired with Federal financial assistance may subject the undersigned to civil penalties as outlined in the Department of Transportation's regulation on Program Fraud Civil Remedies, 49 CFR Part 31. In addition, the undersigned understands that FTA may suspend or debar a manufacturer under the procedures in 49 CFR Part 29. Date: Signature: N/A Company Name: Title: Protest Procedures For Federal Transit Administration Funded Projects City Of Tucson Protest Procedures For Federal Transit Administration (FTA) Funded Projects A protestant must exhaust all City of Tucson Procurement administrative procedures and remedies before pursuing a protest with the FTA. 1. Any and all protests shall be in writing and shall be fled with the Director of Procurement, City of Tucson, Arizona. A protest relating to the process for determining the most responsive and responsible proposer shall be filed wathm ten (10) calendar days after the protestor knows or should have known the basis of the determination A protest of a proposed award or rejection shall be filed within ten (10) calendar days after the protestor knows or should have known the basis of the protest. The Contract Officer shall respond to a protest within fourteen (14) calendar days after the receipt of the protest. The Procurement Director may grant the Contract Officer an extension for the response if warranted. A request for reconsideration of any and all determinations by the Contract Officer shall be filed with the Procurement Director within seven (7) calendar days after the receipt of the determination. 2. A protest shall include: A The name, address, and telephone number, including FAX number if available, of the protestor, B. The signature of the protestor or authorized representative, C. Identicafion of the contract/solicitation; D. A detailed statement of the legal and/or factual grounds of protest including copies and/or citations of relevant documents, and; E. The form of relief requested. 3. If any of the above information is omitted or incomplete, then the Protestor shall be notified, in writing, within two (2) calendar days after that determination, and the Protestor shall have two (2) calendar days in which to remedy the specified problem. 4. The City will not make award prior to the resolution of a protest, or open bids prior to resolution of a protest filed before bid opening unless the Procurement Director determines in writing that it is in the best interests of the City or in keeping with Item 7 of this procedure to do otherwise Potential contractors will be advised of a pending protest ff the protest is filed before award 5. The Procurement Director may allow for an informal conference on the merits of a protest with all interested parties allowed to attend. Interested parties include all bidders/offerors, and may also include a subcontractor or supplier provided they have a substantial economic interest m a portion of the IFB or RFP. 6. The Procurement Director shall respond "in writing", in detail, to each substantial issue mised in the protest. The Procurement Director has the sole authority to make determinations for the City, and a determination shall be considered final when it is labeled as such. A request for reconsideration will be allowed by the Procurement Director if he determines that data has become available that was not previously known, or that there has been an error of law or regulation. T The City may proceed with a procurement when a protest is pending if the City determines that: A. The items to be procured am urgently required; B. Delivery or performance will be unduly delayed by failure to make the award promptly; or C. Failure to make award will otherwise cause undue harm to the grantee for the Federal Government. 8. ETA will only entertain a protest that alleges: 1. The City failed to have or to adhere to its protest procedures, or failed to review a complaint or protest; or 2. Violations of Federal law or regulation. A protest to ETA must be filed in accordance with ETA Circular 4220.1 F, available from the Contract Officer. Specifically, protestors shall file a protest with ETA Region 9 or ETA Headquarters Office no later than five (5) days after a final decision is rendered under the City's protest procedure. In instances where the protestor alleges that the City failed to make a final determination on the protest, protestors shall file a protest with ETA not later than five (5) calendar days after the protester knew or should have known of the grantee's failure to render a final determination on the protest. A protest fled with ETA shall. A. Include the name and address of the protestor. B. Identify the grantee, project number, and the number of the contract solicitation. C. Contain a statement of the grounds for protest and any supporting documentation. This should detail the alleged failure to have or adhere to protest procedures, failure to review a complaint or protest; or Violation of Federal law or regulation. D. Include a copy of the local protest filed with the grantee and a copy of the grantee's decision, if any. vv.w.G—ger, inc IOO(Inaa,er Parkway I.ake Fomet, R, 60045-5201 f + Tel: 84] 535 I000 Fax: 847 535 9243 March 28, 2024 Mr Matthew Sage Procurement Manager City of Tucson Business Services Department Shared Services Procurement Division 255 W, Alameda, 6" Floor Tucson, AZ 85701 RE: W.W. Grainger, Inc., Letter of Clarification and Exception to the City of Tucson Request for Proposal No. 240078 Maintenance Repair and Operations Supplies Parts, Equipment, and Materials Dear Mr. Sage: W.W. Grainger, Inc. ("Grainger", "Contractor", or "Offerof') appreciates the opportunity to respond to the City of Tucson ("City") Request for Proposal No. 240078 ("RFP"), Maintenance, Repair and Operations ("MRO") Supplies, Equipment, and Materials. As you know, Grainger's focus on contract compliance and customer satisfaction is second to none. To that end, Grainger respectfully requests the opportunity to incorporate, should we be awarded this contract, our clarifications, and exceptions into the terms ofthe contract. Our objective is to earn the privilege ofworkmg with the City of Tucson and OMNIA Farmers and doing so with an understanding that our collective expectations with respect to operationalization of contract terms and conditions are aligned. In accordance with RFP Section D 9. Exceptions to Contract Provisions, your favorable consideration of our proposed exceptions and clarifications is requested: Reauest For Proposal No. 240078 Section C, Scope of Work, Subsection C.1.A.7. Warranty. Original Language: Offeror shall warrant that all equipment and parts furnished in their offer are newly manufactured and free from defects in material and workmanship for no less than one (1) year from he date the equipment is delivered or installed. Warranty shall also guarantee accepted trade standards of quality, fimess for the intended uses, and conformance to promises or specified specifications. No other express or implied warranty shall eliminate the vendor's liability as stated herein. Modified Language: Offeror shall warrant that all equipment and parts furnished in their offer are newly manufactured and free from def is for no less than one (1) year from the date the equipment is delivered or installed. Warranty shall also guarantee accepted trade standards of quality, fitness for the intended uses, and conformance to specified specifications. Please see Grainger's City of Tucson technical response, Section 3. Services., iii., 8" Pam. for additional Grainger Warranty Terms and Condihons Confidential and Proprietary — Trade Secret Protected Confidential and Proprietary — Trade Secret Protected Confidential and Proprietary —Trade Secret Protected Confidential and Proprietary —Trade Secret Protected Confidential and Proprietary — Trade Secret Protected Confidential and Proprietary — Trade Secret Protected Confidential and Proprietary —Trade Secret Protected Confidential and Proprietary —Trade Secret Protected Confidential and Proprietary — Trade Secret Protected Confidential and Proprietary — Trade Secret Protected Confidential and Proprietary —Trade Secret Protected Confidential and Proprietary —Trade Secret Protected Confidential and Proprietary — Trade Secret Protected Confidential and Proprietary — Trade Secret Protected Confidential and Proprietary —Trade Secret Protected Confidential and Proprietary —Trade Secret Protected Confidential and Proprietary — Trade Secret Protected Confidential and Proprietary — Trade Secret Protected Attachments for City of Tucson QPAGIGM Updated 02.14.24 ' TERMS AND CONDITIONS FOR SOURCED PRODUCTS AND SERVICES Seller will source products and services not available through the Seller's General Catalog or website ("Sourced Products" or "Sourced Services"). The pricing model for Sourced Products and Sourced Services is based on current market conditions and is competitive for spot buy situations on a per order basis. Contract Category Discounts do not apply to Buyers purchase of Sourced Product or Sourced Services. Upon request, Seller will provide Buyer a quotation from the source of supply or vendor of the Sourced Products or Sourced Services, which shall include the price, freight, warranty, and any opportunity specific terms and conditions. In the event of a conflict between the standard terms and conditions in this Contract and additional Sourced Product or Services terms, the additional Sourced Product or Services terms shall prevail. 1. SOURCED PRODUCTS a. SOURCED PRODUCTS SHIPPING. Unless otherwise agreed to in writing between Seller and Buyer, Sourced Products are shipped with all costs imposed by the carrier related to the shipment paid by Seller and charged to Buyer on Buyer's invoice. Receipts for freight charges will not be fllmlehed. Title and risk of loss pass to Buyer upon tender of the shipment to carrier. b. SOURCED PRODUCTS LIMITED WARRANTY. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER OF THE SOURCED PRODUCT WILL BE BUYER'S SOLE REMEDY. SELLER'S STANDARD LIMITED WARRANTY TERMS INCLUDED IN THIS AGREEMENT OR SELLER'S WEBSITE TERMS AND CONDITIONS, TO THE EXTENT APPLICABLE, DO NOT APPLY TO SOURCED PRODUCTS. c. SOURCED PRODUCTS WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO WARRANTY OR AFFIRMATION OF FACT OR DESCRIPTION, EXPRESS OR IMPLIED, IS MADE OR AUTHORIZED BY SELLER. SELLER DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. SELLER ALSO DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, MISREPAIR OR MISAPPLICATION. d. SOURCED PRODUCTS RETURNS. An RGA (Returned Goods Authorization) must be issued by Seller prior to returning Sourced Products; the RGA is good for thirty (30) days after issuance. Returns will be sent directly to the sourced supplier, and not to a Seller location, unless otherwise instructed in the RGA. Returned Sourced Products may incur a restocking fee based upon the Sourced Product sell price, plus freight paid by Seller and added to the invoice, unless the shipment of Sourced Products was the result of Seller or manufacturer error, or the Sourced Products are defective Special manufactured and custom engineered products are sold on a "FINAL SALE- basis only and no changes, cancellation, returns, or refunds are allowed, except H Sourced Products are defective e. In the event that Seller agrees to stock an agreed upon quantity of Sourced Products for Buyer, upon expiration or termination of the Agreement, Buyer agrees to purchase all remaining stocked Sourced Product Seller will invoice Buyer within (30) days of expiration, cancellation, or termination of the Agreement. 2. SOURCED SERVICES a. SOURCED SERVICES PERFORMANCE. The performance of Sourced Services will be governed by the following additional terms and conditions ("additional service terms"). Sourced Services may be performed by: (i) Seller, its subsidiaries, affiliates, or subcontractors ("Seller"); or third -party service providers engaged by Seller ('third -party providers"). For purposes of this section, "Sourced Service Provider refers to either Seller or a third -party provider depending upon which of them is performing services, and "service provider personnel" refers to personnel of such Sourced Service Provider. b. SOURCED SERVICES SPECIFIC TERMS. The terms and conditions contained in this section are extended solely by the specific Sourced Service provider performing Sourced Services and should be considered opportunity specific. A third -party provider may require Buyer via Seller to execute additional contractual documents prior to the performance of Sourced Services, which documents may modify the terms between Buyer and Seller specific to the Sourced Services sold. In the event of a conflict between the standard terms Updated 02.14.24 '• and conditions in this Contract and additional Sourced Services terms, the additional Sourced Services terms shall prevail for the performance of the Sourced Services sold. c. SOURCED SERVICES LIMITED WARRANTY. All Sourced Services will (i) be performed in a workmanlike manner; (ii) conform to the specifications (if any) provided by the Sourced Service provider in a statement of work; and (iii) be warranted for a period of ninety (90) days after performance of Sourced Services ('limited warranty period"). If Sourced Services are improperly performed and Buyer notifies Seller of the improperly performed Sourced Service during the limited warranty period, then Seller will coordinate with the Sourced Service provider to re -perform those Sourced Services, in whole or in part, as necessary to cure the particular breach, or at the Sourced Service provider's sole option, refund the amount paid by Buyer for the Sourced Services directly attributable to the particular breach. The Sourced Service providers re -performance or refund of amounts paid by Buyer for the Sourced Service directly attributable to the particular breach shall be Buyer's sole and exclusive remedy. d. SOURCED SERVICES WARRANTY DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION FOR SOURCED SERVICES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND THE SOURCED SERVICE ARE DISCLAIMS, AND BUYER WAIVES, ALL OTHER WARRANTIES FOR SOURCED SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF NON -INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. THE WARRANTIES SET FORTH IN THIS SECTION ARE EXPRESSLY CONDITIONED UPON THE USE OF THE SOURCED SERVICES FOR THEIR INTENDED PURPOSE AND SHALL NOT APPLY TO SOURCED SERVICES WHICH HAVE BEEN SUBJECT TO MODIFICATION BY BUYER OR ANY THIRD PARTY. e. SOURCED SERVICES LIMITED LIABILITY. SELLER AND THIRD -PARTY PROVIDERS EXPRESSLY DISCLAIM ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES IN THE PERFORMANCE OF SOURCED SERVICES. THE LIABILITY OF SELLER OR ANY THIRD -PARTY PROVIDER PERFORMING SOURCED SERVICES IN ALL CIRCUMSTANCES IS LIMITED TO, AND SHALL NOT EXCEED, THE PURCHASE PRICE FOR THE PERFORMANCE OF THE PORTION OF SOURCED SERVICES THAT GIVES RISE TO ANY LIABILITY. r� Environmental, Social and Governance Report Contents A Letter from Our Grainger at a Glance Our Approach to ESG Sustainahility Solutions Chairman and CEO our Purpose ESG Governance for Our Customers ESG Highlights Materiality Assessment Environmental and Social Awards Customer Solutions Value -Driven Sustainable Practices Environmental Social Governance Appendix Environmental Health and Safety Ethics and Compliance Forward -Looking Management Diversity, Equity and Privacy Statements Climate Change Disclosure Inclusion Information Security Grainger and The and GHG Emissions Talent Recruitment Sustainable Development Emissions Reduction Business Continuity Goals (SDGs) Strategy Team Member Learning GRI Index Waste and Recycling Community Investment SASB Index Water TCFD Index ABOUT THIS REPORT The report's contents are shaped by our ESG materiality assessment, which was last completed in 2021. We also align disclosures to the Task Force on Climate -Related Financial Disclosures (TCFD) and Sustainability Accounting Standards Board (BABB), and we provide a Global Reporting Initiative (GRI) content index to indicate the location(s) of particular ESG topics and data. The data in this document is for the reporting period January 1, 2022 to December 31, 2022 unless otherwise specified. Throughout this report, data figures are rounded and approximate. BOUNDARY Although Grainger's ESG commitments apply throughout the world, this report is primarily focused on the company's major operations in North America. These operations currently represent more than 80% of Grainger's business based on percentage of revenue, scope of operations and number of team members. In this report, the specific geographic and business unit boundaries are referenced as following: • "Total company", "Grainger", "global", or "globally' refer to W.W. Grainger, Inc. and its subsidiaries, except where the context makes it clear that the reference is only to W.W. Grainger, Inc. itself and not its subsidiaries. • "Endless Assortment" refers to Grainger's Endless Assortment segment that provides a streamlined and transparent online platform with one -stop shopping for millions of products. The Endless Assortment segment includes Zoro Tools, Inc. (Zoro) and MonotaRO Co., Ltd. (MonotaRO) online channels which operate predominately in the U.S. and Japan. • Stated geographies such as "U.S." or "U.S. and Canada" refer to all of Grainger's operations in the stated geographies. Both reportable segments High -Touch Solutions N.A. and Endless Assortment are included. EXTERNAL ASSURANCE The company engages with Apex Companies, LLC, for verification of its greenhouse gas emissions, energy consumption, waste generation and water consumption data. Additionally, Grainger receives ongoing verification of its environmentally preferable SKU designation from a third -party provider. DATA VALIDATION • "High -Touch Solutions N.A." refers to Grainger's High -Touch Solutions segment, which In 2021, Grainger's Controllership team began an extensive ESG metric validation project, which provides value-added MRO solutions that are rooted in deep product knowledge and was completed in 2022. The objectives of this work included assessment of all ESG metrics customer expertise. The high -touch solutions model serves customers with complex buying reported internally and externally, validation of source data and calculation of metrics. In 2022, a needs. This segment includes the Grainger -branded businesses in the United States (U.S.), new team within Controllership was established that is dedicated to reviewing ESG data and Canada, Mexico and Puerto Rico. ensuring accuracy, completeness and consistency in external reporting on an ongoing basis. • "High -Touch Solutions U.S" refers to Grainger -branded businesses in the U.S. that form part of the high -touch solutions model. �6RA1!lGmt— zees Esc p A LETTER FROM OUR CHAIRMAN AND CEO At Grainger, our more than 26,000 team members work diligently to fulfill our purpose: We Keep The World Working° Achieving that calling demands that we always do the right thing for our people, our customers and the environment. In that spirit, I'm excited to share with you Grainger's 2023 Environmental, Social and Governance (ESG) Report, in which we detail how we are enabling our team to make a positive impact for the customers and communities we are privileged to serve. I have the honor of heading our ESG Leadership Council, which sets the strategic direction for Grainger's ESG program and identities ways to incorporate those initiatives into our operations and strategy. Together with subject -matter experts across the business, we are advancing key priorities, including linking executive compensation to our ESG objectives and advancing our near -term focus areas • Customer Sustainability Solutions Supplier Diversity Energy and Emissions Diversity, Equity and Inclusion Each of these focus areas is an important part of both our culture and operations and allows us to scale our actions to make a greater impact. Early indications show we are delivering on each of them, driving sustainability, making an impact in our communities and building a strong, welcoming culture. More details on our work can be found In this report. Meeting our ESG objectives aligns with Grainger's purpose -driven culture. We have long focused on building a more diverse, equitable and inclusive environment. We strive to make sure each team member feels welcome and able to do their best work. For the second year in a row, Grainger was named one of the Fortune' 100 Best Companies to Work For, and for the first time was recognized by Fortune as one of the Best Workplaces for Women and America's Most Innovative Companies. As we look ahead, we will remain a leader in ESG by living our principles, helping our customers meet their own sustainability goals and positively impacting the communities where we operate. By doing this, we continue to ensure Grainger remains a company our customers trust and a place where our team members have meaningful and fulfilling careers. I am confident the Grainger team will continue to act with integrity and serve our customers, as we've done for nearly 100 years. ii Our success is the result of a purpose -driven culture, one which calls on each of us to always do the right thing for our customers, the environment and each other. —e.G. MACPHERSON Grainger at a Glance W.W. Grainger, Inc., is a leading broadline distributor of maintenance, repair and operating (MRO) products in North America, Japan and the United Kingdom. We achieve our purpose, We Keep The World Working®, by providing our customers with the products and services they need to keep their operations running and their people safe. TOTAL COMPANY HIGHLIGHTS $15r2B '4.5M in sales active customers >263000 team members z. .nres.�roc a�nwoq�.,s.i,n ore,naaxra.�a ��zozz. ,6RAallC� Z','ii ci . sowuo ,eq s— r-1.1 s.'m cwa,oaooa An 10 >51000 product suppliers' '30M products offered ESG Highlights CUSTOMER SUSTAINABILITY SOLUTIONS BIn Grainger High -Touch Solutions U S environmentally preferable product (EPP) sales SUPPLIER DIVERSITY >WW d`2 Ll spent by Grainger High -Touch Solutions U.S. on products from small businesses, including woman-, minority-, veteran-, LGBTQ+—and disabled person —owned businesses, as well as historically underutilized business zone (HUBZone) and disadvantaged businesses' ENERGY AND EMISSIONS total global Scope 1 and Scope 2 emissions reduction since 2018. Grainger 26 r° has set a target to reduce its total global absolute Scope 1 and Scope 2 GHG emissions by 30% by 2030 from a 2018 baseline Awards DIVERSITY, EQUITY AND INCLUSION 35°r° women in leadership positions in the U.S. and Canada 24°,° raaally and ethnically diverse team members m leadership positions In the U.S. 36% women directors serving on our board' 27% racially and ethnically diverse directors serving on our board' ETHICS AND COMPLIANCE 1 00% of required total company team members certified in Graingeis Business Conduct Guidelines WASTE AND RECYCLING 9 4% recycling rate across our U.S. distribution centers SUSTAINABILITY AND ESG DIVERSITY, EQUITY AND INCLUSION CULTURE AND WORKPLACE J ® w.es 5 tainabiabiliTy Indices pG�� A- in 2022 2022 sixth consecutive year Perfect score for 2022, sixth consecutive year Re -certified ,moo eighth consecutive year in 2022 As of 2023, Grainger received 72 percentile an MSCI ESG Rating of AAA 2023 Sustainalytics ESG 2023 Newsweek America's Industry Top -Rated Most Responsible I; Company Companies 2023 Top 50 Noteworthy Companies and Top Regional Company for Diversity 2023 W1riw „ z411, d,,M �.ao a, o „,. P o P. da .m.,.,..... mean = o ���� ,a� 10� a -a a n . 2023ESn ore a��e o� ors soponls ESG Governance The Board Of Directors (Board), executive leadership team and senior leaders take an active role in our overall ESG strategy. This includes ESG oversight by the Board, strategic direction by our executive leadership team and strategic and programmatic implementation by senior leaders and subject matter experts. Board of Drtectors oard Affairs 8 Nominating Committee (BANC) STRATEGIC DIRECTION ESG Leadership Council (ELC) STRATEGIC & PROGRAMMATIC IMPLEMENTATION ESG Working Groups EEL BOARD OVERSIGHT Our Board, guided by the Operating Principles for the Board of Directors, is responsible for Grainger's overall strategic direction. This direction includes ESG oversight by the Board Affairs and Nominating Committee (BANC), which is composed of independent Directors, including those with expertise in corporate environmental, social and governance matters. The BANC reviews Grainger's ESG programs and reporting at least annually, including, but not limited to, energy and emissions; community impact, governance; company culture; talent strategy; and diversity, equity and inclusion practices. Learn more about our Board governance in our 2023 Proxy Statement and in our Committee Charters. ESG LEADERSHIP COUNCIL In developing Grainger's ESG efforts, Chairman and CEO, D.G. Macpherson leads an ESG Leadership Council (ELC) composed of senior -most leadership that sets the strategic direction of Grainger's ESG program and identifies ways to incorporate ESG initiatives into operations and strategy. This group meets at least quarterly and updates the BANC on a regular basis. ESG WORKING GROUPS The ESG Leadership Council's strategy is implemented by cross -functional ESG Working Groups focused on near -term priorities, material topics and supporting efforts such as reporting. Our ESG Working Groups comprise leaders and subject matter experts who are responsible for implementing programs to drive progress on key ESG topics and goals. EXECUTIVE COMPENSATION During 2022, in partnership with the Compensation Committee's independent compensation consultant and our ESG Leadership Council, we studied various notional compensation program designs to assess how ESG metrics could align with our goal to drive a purpose -driven culture that enables strong performance and aligns with our ESG objectives. Informed by this review, we have integrated an ESG modifier within the U.S: based Grainger Leadership Team's annual incentive program for 2023s. The ESG modifier can increase or decrease payouts determined by financial performance based on two quantitative metrics: total global absolute Scope 1 and 2 emissions and diverse leadership representation. Materiality Assessment OUR APPROACH Our materiality assessment forms the foundation of our ESG program. This assessment references the Global Reporting Initiative (GRI) Standards' definition of materiality and determines the economic, environmental, social and governance issues that are most important to our stakeholders and our business objectives. By focusing on these issues, we aim to optimize the impact of our products, services and solutions In these critical areas and create long-term value for our stakeholders. We engaged a thud -parry consulting firm to assist with our latest materiality assessment in 2021. The ELC then further prioritized the resulting material topics to identify four near -term priorities where Grainger should invest to improve performance. We update our materiality assessment approximately every three years to ensure continued focus on the most Important topics to our stakeholders. Data security & privacy Diversity, equity & inclusion Ethics & compliance Energy &emissions Sustainable products Product rarely, &quality Environmental compliance Responsible sourcing&human rights Governance&accountabibry Recycling & waste Supplier diversity Team member health&safety Hazardous materials management . Sustainable packaging Talent attraction, development & retention Community investment • Climate change risk & resikence Water stewardship . Emergency preparedness s Importance to achieving Grainger's business objectives P Environmental and Social Customer Solutions ENVIRONMENTALLY PREFERABLE PRODUCTS Grainger provides environmentally -focused solutions conjunction with a third -party partner, based on U.S. through our sustainability offering, Including federal and state sustainable -purchasing guidelines. environmentally preferable products (EPPy and sustainability, services. In 2022, our overall Grainger To guide customers toward sustainability solutions that may High -Touch Solutions U.S. EPP revenue was more than meet their needs, Grainger has developed a Sustainability, $1 billion, which represented an increase from the Solutions landing page on our website. The solutions are previous year. organized by sustainability categories including energy, waste, air quality and water management. Granger's EPP At Grainger, we are committed to meeting customer are identified with a "green' fitter during the search demand by routinely evaluating our portfolio against process, accompanied by a green leaf icon. The technical customer needs and keeping our product certifications specifications section of each product contains a detailed and attributes up to date. On a regular basis, we conduct explanation of the certificate or attribute, making it simple a thorough review of certifications and attributes, in for customers to understand the environmental benefits. GRAINGER PRODUCTS THAT HELP CUSTOMERS WITH SUSTAINABILITY INITIATIVES IV G 0 Grainger products that feature an Grainger products that feature Grainger products that do not contain environmental attribute certified by environmental attributes supported by environmental attributes but can help an independent certification body product supplier claims and validated customers with sustainability and approved by a designated by a third -party (e.g., products made initiatives (e.g., flowmeters) third -party (e.g., Energy Star°) of recycled content) mE oPn ar parryewpl ern mrde meaacerNNcauone�sna relevem proaunetHbuua. To pvovlae en�aaal.lrcnal measure¢oaccnnaencalRrelneeraworvs 1wi -ouume ssperulla¢.ev evr lne eaai¢asm¢a py actmrdyaay euppllemm�elp v¢rlly ln� raennclnpmnRvant ¢mMarae ana product altoWlea ,��• — Cono nl¢ Glenco Sali,l ,,, �mran nenlel 0aual �wernu,ce yye aix SUSTAINABILITY SERVICES WE ARE THE GO -TO PARTNER FOR PEOPLE WHO SEEK TO BUILD AND RUN SAFE, SUSTAINABLE AND PRODUCTIVE OPERATIONS ��` flour customer, systansb2 Z S O O !� rM� ENVIRONMENTAL SOCIAL SOLUTIONS SOLUTIONS Grainger is deeply committed to the sustainability of its operations, and we believe that commitment extends beyond ri our walls. We are uniquely positioned to provide the know-how, supplier diversity and broad assortment of products customers need to achieve their SENIOR VICE PRESIDENT AND PRESIDENT, GRAINGER sustainability goals. BUSINESS UNIT As part of our commitment to helping customers achieve their We recently added a service that provides a holistic own sustainability goals, we continue to enhance and improve our sustainability assessment for customers covering all four sustainability services. Grainger offers a number of sustainability, environmental initiatives: energy, waste, water and air quality services that cover areas of energy, waste, water and air quality management. This enables them to better understand their management through third -party service providers. environmental impact and identity areas for improvement. RENEWABLE ENERGY INSTALLATIONS As part of our sustainability Services offering, we are able to help customers achieve their sustainability goals. One recent example of this is Grainger's engagement with a large container -terminal operator that was in search of an opportunity to offset fossil fuel -based energy use, enhance its energy grid and reduce cost. Through one of the third -party service providers included in our sustainability services offering, the customer has purchased and will install more than 300 solar panels. The installation is projected to realize a ready 480 % return on investment (ROI). Over the next 20 years, the system is expected to do more than lust save money. It is expected to result in: —4,000 tons —9,000,000 miles OR—59,000 trees of CO, avoided, which is equivalents to: driven by cars planted SAFETY AND SECURITY SOLUTIONS Grainger is committed to providing customers with comprehensive safety and security solutions Grainger offers nearly 196,000 safety and security products on Grainger.com and collaborates with trusted third -party service providers to provide a range of safety services to help customers meet regulatory compliance requirements and create a safer and more secure workplace. We work with leading safety organizations to offer assessments, training, program development and testing to our customers. Innovative third -party service providers help migrate customers' environmental, health and safety (EHS) programs from paper to digital platforms and improve training effectiveness with virtual reality solutions. Grainger's commitment to safety is also evident in our investment in Field Safety Consultants who are certified through the Board of Certified Safety Professionals. Our Field Safety Consultants provide value-added safety assessments and identify the best solutions for our customers. In 2022, our Field Safety Consultants completed more than 1,000 onsite safety assessments for our customers. In addition to our team of Field Safety Consultants, we offer resources through the Grainger KnowHoi website and the Safety & Health Solutions Center to provide our customers with valuable safety information and insights. We are proud to be a member of the National Safety Council's Campbell Institute for the fifth consecutive year as the sole industrial supplier. DIVERSITY SOLUTIONS Grainger's Diversity Solutions Programs assist customers in diversifying their supply chains and promoting the growth of underrepresented supplier groups in the United States. Grainger has more than 20 years of experience partnering with small and diverse businesses through two core programs. Grainger's Tier 1 Reseller Diversity program helps customers meet their diversity procurement goals through certified Disadvantaged Business Enterprise (DBE) authorized resellers. The program is designed to deepen our customer relationships and identify ways to deliver greater value to new and existing customers. The program provides MRO resellers and customers greater access to products and services and provides reach to segments and contracts typically mandated or prioritized for small businesses and DBEs. Grainger's Tier 2 Supplier Diversity program enables customers to diversify their supply chains and promote the growth of underrepresented supplier groups. Grainger is also a corporate member of the Women's Business Enterprise National Council (WBENC) and participates in various virtual trade, networking and learning events and develops relationships with diverse businesses. -196,000 Certified '1,000 safety and security products Field Safety Consultants onsite safety assessments offered on Grainger.com1O through the Board of Certified completed for our U.S. and Safety Professionals Canada customers i +r�tr.r 1<� r1R 4 HOW GRAINGER SUPPORTS CUSTOMERS WITH THEIR DIVERSITY GOALS Reseller Disadvantaged Business Diversity Grainger / Enterprise (DBE) / End Customer Supplier Disadvantaged Business Diversity Enterprise (DBE) Grainger / End Customer Services to support contracts and/or projects TIER 1— DIVERSITY ALLIANCES OFFER TIER 2— SUPPLIER DIVERSITY PROGRAM (RESELLER DIVERSITY): Grainger works with diverse suppliers Grainger High -Touch Solutions U.S. (DBEs) to buy product and sell to the partners with small and diverse end customer businesses, enabling them to directly sell The customer can take diversity spend to end customers through the Grainger credit for those qualifying purchases contract as authorized resellers • In 2022, Grainger High -Touch • Grainger helps customers meet their Solutions U.S. spent more than more diversity procurement goals through than $2 billion on products from small spend with certified DBEs businesses, including woman-, minority-, • In 2022, our network of diverse veteran-, LGBTQ+- and disabled authorized Grainger resellers sold person -owned businesses, as well as hundreds of millions of dollars of HUBZone and disadvantaged products to customers businesses" -7,000 DBEs are part of the Grainger High -Touch Solutions U.S. Supplier Diversity Program, which includes direct and indirect spend" GRAINGER SERVICES Grainger works with small and diverse third -party businesses to support onsite services (e.g., delivery, sales activities, KeepStocke) Services offered through our network of qualified, insured and licensed third -party service providers EMERGENCY MANAGEMENT PROGRAM Granger's Emergency Management Program is the local support with national reach that customers can rely on before, during and after an incident. From severe weather to pandemics, Grainger's Emergency Management Program helps communities prepare for the expected and unexpected. \ / Nationwide logistics network: Grainger facilitates a large network of local branches supported by a state-of-the-art, integrated distribution network. AEmergency support teams: Grainger mobilizes internal and external resources to assist impacted areas. Call centers can accept phone orders 24 hours a day, and local branches provide essential solutions to help their communities rebuild. Faster response, repair and recovery times: As an invested member of the communities we serve, Grainger is committed to delivering the unique support and products our customers need as fast as possible. % Relationships with local, regional and national authorities: By facilitating relationships with organizations like the Federal Emergency Management Agency, the Department of Homeland Security and the American Red Cross, Grainger keeps a pulse on what is happening nationwide and how to support when emergencies occur. 2022 HURRICANE IAN — FROM PREPARATION TO RECOVERY...GRAINGER IS THERE TO SUPPORT PREPARE Before Ian made landfall, Grainger evaluated inventory, moved high -demand product into market and was ready to meet customers' planning needs. Florida state and local governments purchased generators, sandbags, water and sheltering supplies in anticipation of Hurricane Ian. Grainger activated our internal Emergency Response Team to support the planning and eventual response and recovery needs of Florida customers. RESPOND Grainger was asked to participate in the state Emergency Operations Center (EOC) Shoulder -to - shoulder with emergency professionals. During Ian, four Grainger team members worked shifts in Florida's EOC to meet the critical and high -volume demands of the state and local government. VALUE -DRIVEN SUSTAINABLE PRACTICES THAT BENEFIT OUR CUSTOMERS In addition to our environmental products and services, Grainger embeds sustainability practices into our comprehensive offerings that drive value for the customer and support their sustainability goals. Some examples of this include: TRANSPORTATION AND SHIPPING EFFICIENCIES Grainger demonstrates commitment to sustainability throughout our transportation and shipping practices. Grainger designs its distribution and transportation network to optimize the customer experience and reduce environmental waste. Throughout our network, we actively manage order fulfillment with the goal to ship orders in the fewest number of cartons from the nearest shipping point. Grainger relies on a network of third -party carriers for transportation needs, and is always working to improve the environmental performance of outsoumed logistics. We work closely with these providers to continuously identify opportunities to maximize efficiency and minimize fuel use. Grainger continues to be recognized by the U.S. Environmental Protection Agency (EPA) as a SmartWay®partner. SUSTAINABLE PACKAGING At Grainger, we work closely with our suppliers to identify opportunities to improve packaging sustainability and protect the products we offer. Our Supplier Packaging Guidelines promote sustainable options and best practices for our suppliers to minimize potential product damage and waste while maximizing the use of recyclable materials. We have many sustainable packaging Initiatives, Including Right -size packaging: In select distribution centers (DCs), we employ a technology to right -size packaging for parcels, reduomg the overall size of a package. This results In a reduction of the number of vehicles needed, freight costs, emissions and product damage, while enabling labor savings and minimizing unnecessary void fill. We measure our carton -to -order ratio by tracking the number of boxes we ship compared to the number of orders we receive. We monitor this ratio to drive improvements in packaging and corrugate use. Primary packaging: We ship products in suppliers' packaging (primary packaging) whenever possible. We also use strapping or wrapping when applicable to consolidate items without adding outer packaging. Recycled material: Our iconic Grainger boxes and paper dunnage are certified by the Sustainable Forestry Initiative and are recyclable. Additionally, Grainger boxes are made from more than 40 % post -consumer recycled content. a r RECOVER During the recovery and restoration efforts, the Grainger team remained onsrte to partner with impacted customers. Grainger supported staging and logistics efforts and ensured distribution of critical supplies, such as hygiene kits, tarps, personal protective equipment (PPE) and chainsaws. KEEPSTOCK® Grainger's KeepStoce inventory -management solutions help customers optimize their MRO inventory through inventory analysis and SKU and cost reduction. This solution also helps reduce their environmental footprint by enabling customers to minimize excess inventory, number of orders and transportation needed while optimizing space usage. SPECIALISTS AND OTHER VALUE-ADDED SERVICES Grainger's specialist teams focused on safety, metalworking, consulting and technical product support provide value-added services for our customers at no charge. Typical outcomes include a greater level of safety protection, extended tool and product life, increased efficiencies, reduced scrap rates and reduced operating expenses. As an example, Graingers metalworking program includes tool reconditioning services that reduce consumption of new products by extending the life of a customer's current inventory. rs� NOUT EGA f TION Environmental Management OUR APPROACH At Grainger, we aim to be responsible citizens of both our communities and our planet. As part of this commitment, we strive to operate our business and supply chain sustainably, while also supporting our customers in their auat. inability efforts. We recognize the urgency of climate change and are dedicated to reducing our carbon, water and waste footprint in our operations and throughout our value chain. We are focused on reducing our dependence on non-renewable energy, improving energy efficiency and embedding sustainability into every aspect of our operations. Through our ESG governance structure, the Board Affairs and Nominating Committee (BANC) and the ELC, composed of our executive leadership team, receives regular updates on material environmental topics' progress and provides strategic direction to our ESG Working Groups. As a testament to Grainger's commitment, environmental performance is tied to our executive leadership compensation program. We believe sustainability and strong business performance are connected. That's why we are committed to investing in projects like solar panels, building management systems and hydrogen fuel cell -powered material handling equipment in our DCs. These initiatives both contribute to a greener planet and generate measurable financial results. At Grainger, environmental, health and safety (EHS) excellence are at the forefront of our priorities. Our Global EHS Policy demonstrates this commitment, and our EHS management team is responsible for driving strategic initiatives that sustain and build upon our EHS performance. This Involves driving short-term and long-term objectives that include: IIt Developing programs, procedures, training tools and action plans to most annual goals and objectives yip employee accident prevention through awarening recognition and incentives Implementing Company and regulatory requirements �j such as those relevant from U.S. Environmental EPA Protection Agency (EPA) and Occupational Health and Safety Administration (OSHA) Recommending disciplinary action as appropriate for employee/management non-compliance < Managing the resources to meet requirements Leading EHS committees and working groups In L� order to drive overall program implementation Further details on our EHS program can be found in the Health and Safety section of this report. Climate Change Disclosure and GHG Emissions In line with Grainger's commitment to mitigate climate risks and reduce carbon emissions, we follow the guidelines of the Science Based Targets initiative (SBTi) and the Greenhouse Gas Protocol to align our actions for Scope 1 and 2 emissions with the goal of limiting global warming to below 2 degrees Celsius. Since 2009, Grainger has annually disclosed to the CDP, providing details on business risks and opportunities related to climate change. Grainger is proud to have received an A- rating from the CDP in 2022, which places us in the leadership level and indicates climate stewardship best practice. OUR INITIATIVES TO REDUCE DEPENDENCE ON NON-RENEWABLE ENERGY CONSUMPTION AND EMISSIONS INCLUDE: 1. Increasing solar energy use at our facilities 2. Improving technology and efficiency in our building management systems 3. Implementing high -efficiency life cycle replacements 4. Transitioning from traditional Powered Industrial Equipment (PIE) batteries to hydrogen fuel cells SOLAR PRODUCTION (MWH) 8,000 7,000 7,000 7,000 6,000 6,000 21117 2018 201U Emissions Reduction Strategy SOLAR We currently have 7 megawatts direct current (MW DC)" of solar panel installations at our U.S. DCs. These solar installations have resulted in more than 8,000 megawatt hours of renewable energy produced in 2022. We continue to expand our solar footprint across key facilities, which will help us achieve GHG reductions, provide additional clean energy independence and financial incentives and lower operational risks. In 2023, we are adding a number of large-scale solar installations in addition to piloting smaller installations within our branch network. HIGH -EFFICIENCY LIFE CYCLE REPLACEMENTS At Grainger, a core part of our strategy is upgrading to more efficient equipment once it has reached the end of its useful life. We do this through LED retrofitting with occupancy sensors and HVAC upgrading with energy efficient equipment. We continue to see high energy reductions from this and have projects slated for 2023, including select distribution center LED retrofits. Our current climate target, set in 2020, is to reduce global absolute Scope 1 and Scope 2 emissions by 30 % by 2030, using a 2018 baseline. This target follows the medium -term goals of the Paris Climate Agreement, and we have made steady progress toward achieving our target. Since 2018, we have reduced global absolute Scope 1 and Scope 2 emissions by 26%, which achieves 87 % of our global reduction target. In 2022, our total global Scope 1 and Scope 2 (market -based) GHG emissions totaled nearly 92,000 metric tons of COze. We recognize the importance of reducing Scope 3 emissions as part of our strategy to mitigate climate risks and our environmental impact, and the ESG Leadership Council regularly reviews our overall carbon emissions reduction strategy. Scope 3 considers all indirect emissions (not included in Scopes 1 and 2) that occur upstream and downstream from Grainger's operations. The majority of our Scope 3 impact resides in the product -use phase, or the energy required to operate the products Grainger sells. Our Scope 3 emissions disclosure can be found in our annual CDP Climate Change Assessment response. In 2022, we made progress in our Scope 3 strategy by further assessing our data quality and identifying suppliers that contribute to the majority of our Scope 3 emissions. In 2023, we plan to continue this progress by continually refining our calculation methodology, improving our data sources and engaging with our suppliers. U.S. DC RECYCLING RATE 2017-2022 92' 94 85% 86x 111111 TOTAL GLOBAL WASTE AND RECYCLING —24M Ibs '72M Ibs of non -hazardous waste of waste recycled disposed HYDROGEN After our pilot in early 2022, we started construction to add the infrastructure needed to distribute hydrogen at three of our DCs, which will convert powered industrial equipment (PIE) from lead -acid batteries to hydrogen fuel cells. These new hydrogen fuel cells will utilize green hydrogen produced through sustainable energy sources. Utilizing green hydrogen will reduce emissions from the operation of our PIE fleet at these facilities. WASTE AND RECYCLING To achieve our sustainability goals, we focus on implementing innovative solutions that help us reduce or eliminate waste and close material loops. We standardize recycling processes and share best practices across our network. Our DC leadership receives monthly progress reports on recycling, and local facility managers include recycling metrics in their annual performance goals. We also partner with a third party to track our waste and recycling data and to find opportunities to improve our diversion rates. To help manage waste and recycling at our U.S. branches, we use waste container monitors, which helps us optimize our scheduled pickups, reduce the amount of vehicle mileage required by waste haulers and quickly detect and resolve contamination issues before they impact downstream processes. WATER Because of our commitment to reducing water usage, we monitor and measure our water footprint and always look for opportunities to reduce usage, such as installing water -efficient fixtures at our largest facilities. Grainger's total global water consumption in 2022 was more than 504,000 cubic meters, which represented an approximate 4% decrease from a 2021 total of nearly 524,000 cubic meters. LEED Grainger has been a member of the U.S. Green Building Council (USGBC) since 2007, and we are a leader among the MRO industry in operating Leadership in Energy and Environmental Design (LEED) certified facilities. Of Grainger's total North American facility footprint, nearly 28% of square footage is LEED certified. LEED certified buildings use 25% less energy with a 19% reduction in aggregate operational costs in comparison to non - certified buildings". 14.m11e.'we^oupne­1,.,�Oeng�61e„ m•we•, Ese n onG Pro I1ha 1- HAZARDOUS WASTE Grainger is a distributor of maintenance, repair and operation (MRO) products and does not generate hazardous waste as a function of a process or byproduct and only handles product in manufacturer's packaging. Grainger does generate incidental hazardous waste from product that is damaged, obsolete or returned when it is no longer usable for its intended purpose. Grainger's waste management policy ensures that management of regulated waste is conducted in accordance with all applicable laws and regulations. Additionally, we require regular hazardous material safety certification and training of all team members who might be expected to come into contact with our hazardous material products because of their job function. WATER ANALYTICS PILOT AT CORPORATE HEADQUARTERS Grainger is currently developing an internal water analytics system through the installation of advanced controllers and leak detection alarms. We plan to install additional water sensors throughout the building and are piloting the use of smart -battery technology. Once this system is fully installed, we will have the ability to monitor nearly all water usage down to individual systems and locations, allowing us to optimize our water consumption. Grainger has led the MRO industry in building LEED-certified facilities with accomplishments including: First LEED certified building in the MRO industry First LEED certified DC in Monterrey, Mexico Largest LEED-CI Platinum project as of the completion date1° World's first LEED V4 data center Socia Grainger is committed to creating a safe, inclusive and rewarding workplace for our team members and to FA strengthening the communities in which we operate. r E��,o�m 1.1 so ew„ a a AP� d. comeme coots sowuo�s 2023 esc aapo,ilz. Our 2022 Highlights 24°/ 35% >12K racially and ethnically women leadership hours volunteered by diverse leadership representation in U.S. U.S. team members at representation in U.S. and Canada nonprofit organizations -98°% -$47M of team member participation In of total company cash contributions Managing Unconscious Bias training's and product donations OUR APPROACH Advancing a safeand nt futures workforce while empowering our communities to have thriving and resilient futures Health and Safety Grainger is committed to providing a safe work environment and ensuring team members are properly trained to perform a variety of tasks necessary to support our customers. As a global leader in industrial distribution, Grainger drives Environmental, Health and Safety (EHS) excellence by promoting: Safe people and processes for our operations around the world; Safe environments through proper product handling, storage and waste minimization for all business areas; and • Safe distribution through proper transportation of hazardous materials. Our EHS program is Integrated into all aspects of business operations to keep our team members safe and healthy, while keeping facilities operating safely and sustainably. The EHS team supports all functions, including the Branch and DC networks, and participates in the KeepStock® Inventory Management Steering Committee. "DON'T WALK BY" INITIATIVE Our Don't Walk By campaign speaks to the health and safety miss in place at Grainger that team members are trained on and follow. We continue to incorporate best practices to ensure team members know how to speak up if they see a concern. 9— The EHS department is responsible for applying relevant federal, state and local regulations and for considering proposed regulations from the U.S. OSHA, U.S. EPA and the U.S. Department of Transportation. All operations team members complete training to ensure full understanding of the expectations outlined in our Global EHS Policy. Our U.S: based business safety performance includes all operational and non -operational full-time and part-time team members. Grainger experienced a total recordable incident rate of 1.3 for 2022 and a lost -time incident rate of 0.4, with zero work -related fatalities. Our total recordable incident rate and lost -time incident rate are favorable to the Wholesale Industry average of 2.4 and 1.0, respectively, as defined by the U.S. Bureau of Labor Statistics (BLS)'s. In review of the total recordable cases, the data indicates an increased trend of treatment with physical therapy and prescription medications, which makes an injury case recordable by OSHA definition. A closer partnership with our workers' compensation provider on utilizing in-house early intervention practices will be a focus in 2023. SAFETY TRAINING PROGRAMS AND ENGAGEMENT Grainger requires that team members are regularly certified on topics relevant to their role and responsibilities, such as hazard communication, hazardous materials safety and shipping, hazardous materials compliance policy, refrigerant compliance, back and knife safety and powered industrial - equipment operation. We created a behavior -based safety program to build a self-sustaining culture of safety using safety observations performed by supervisors that enable in -the -moment coaching and positive feedback. Program implementation began in 2011 with our U.S. DC network, and by 2017, it was expanded to include the U.S. branch network, as well. It was further expanded to include Canada and Mexico in 2022. The number of safety observations conducted in the U.S. and Canada totaled nearly 44,000 during 2022. As part of the 2022 annual training plan, we improved the tracking and classification of injuries and events, developed new protocol definitions, enabled better feedback through an Injury Review Forum and provided further opportunities for communication through devices and our online platform, all of which led to increased accountability. The Grainger team launched a campaign on safe manual handling of loads, which included behavior -based safety (BBS) audits, safety talks from team members' direct leaders, reinforced accident investigation and safety walkthmughs. Finally, the EHS team supports all team members through an Internal website that provides answers to frequently asked questions and enables contact with the EHS team. SAFETY PARTNERSHIPS Grainger leverages external partnerships to support our EHS professionals, including: Grainger is a proud member of the Campbell Institute of the National Safety Council, the mission of which is to use research, education and advocacy to eliminate preventable deaths at work, in homes and on the road. Grainger Canada participates in the Certificate of Recognition (COR), an audit standard for health and safety systems, as part of our EHS commitment to our resource extraction customers in Alberta, Canada. We undertake the COR audit for full certification every three years, with maintenance audits conducted annually. • Grainger's Field Safety Consultants work with third -party organizations to identify hazards and apply the hierarchy of hazard control to find solutions for customers. CASE STUDY GRAINGER MEXICO'S "PROTECT YOUR BACK" CAMPAIGN Back and muscle pain due to improper manual handling of loads represents a leading cause of team member injury To address this challenge, the following activities are being implemented in Mexico: 1 2 3 "Protect your back" ergonomic tramings Ergonomic job instructions and visual Ergonomic tables implementation and campaign for all operative team aids on -site where required, as identified through members in accordance with local kalwn and risk -analysis standard NOM-036-1-STPS-2018, methodologies which is also emphasized during new hire orientation Diversity, Equity and Inclusion Over our 96 years, Grainger has earned a reputation as a respected employer and a trusted partner. We create a welcoming culture where team members can share their experiences with others, have opportunities to grow and feel a sense of belonging. OUR COMMITMENT At Grainger, we believe our differences make us extraordinary. Diversity, equity and inclusion (DEI) are woven into our principles, so team members feel comfortable being their best selves and sharing who they are. We believe that the collective sum of our individual differences makes our business stronger, our teams more innovative and Grainger a great place to work. We respect and welcome all individuals — regardless of sex, gender identity and expression, sexual orientation, nation of origin, we, color, age, disability, veteran status, and religion. Our commitment to DEI starts at the top. Through our ESG governance structure, our Board Affairs and Nominating Committee (BANC) receives regular updates on DEI initiatives. The ESG Leadership Council reviews diversity representation data regularly to establish functional focus areas with the mission of equity and advancing gender and racial and ethnic diversity at all levels of the business. Senior leaders have embedded DEI priorities into their business goals and are accountable for advancing diverse leadership representation. Each do,, Grainger delivers an exceptional experience for our customers, and we work just as hard to ensure our team members have a welcoming workplace where everyone can he who they are and have a thriving career. We know our IJ investments in everything from comprehensive benefits to inclusive behavior education makes Grainger a great place to work. -NAi FEN GAR ROLL, SENOR VICE FRED DEN AND CHIEF HUMAN RESOURCES OFFICER e I" GRAINGER MEXICO SAFETY APPROACH In Mexico, Grainger raises awareness about health and safety by encouraging team members to follow the four safety pillars: 1. Return home as I arrived at work 2. Be responsible for my own safety 3. Be responsible for others' safety 4. 1 have the power to "stop the line" In part due to our focus on these safety pillars, the total recordable incident rate for Grainger's Mexico facilities has remained below our internally established goal of a 2.9 TRIR during the past few years. Our EHS specialists designed a detailed plan to ensure team members continue to be prepared to carry out their daily tasks in a safe workplace in the coming years. Nurses are available on -site at our two Mexico DCs to provide immediate medical attention if necessary, offer follow-up care and preventative health campaigns, as well as connect team members with local health institutions. Additionally, we participate in regular inspections from local authorities to verify Grainger remains in compliance with applicable federal, state and local regulations. DIVERSITY DATA AND REPORTING DATA TRANSPARENCY In 2022, our DEI data transparency journey focused on streamlining access to our data through dashboards. These tools enable senior leaders to more easily utilize demographic data as they engage in functional talent planning and DEI goal setting. In addition to enhancing our data access and reporting capabilities, we prioritized strengthening the underlying detaset by deploying customized and targeted self -identification campaigns for team members inviting self -identification on multiple dimensions of diversity. We also recently expanded our self -identification categories to include gender and LGBTQ+ identity and invited team members to identity on these dimensions. As part of the company's continued commitment to transparency, our consolidated U.S. Federal Employment Information Report (EEO-1) is available on GmmQerESG.com. It reflects the company's U.S. workforce as of December 31 of the most recent year's data available. TOTAL GRAINGER TEAM MEMBERS >26,000-23,000 FuII-Time Total Team Members 3,000 Part -Time ADVANCING DIVERSITY AND EQUITY Grainger Chairman and CEO D.G. Macpherson was one of the first signatories of the Chicago Network Equity Principles, a campaign focused on committing to working toward achieving gender equity In leadership roles throughout the company by 2030. We have made progress in increasing women representation year-to-year across all levels within our organization. Our focus has expanded to encompass racial and ethnic equity and advancement as well, as evidenced in our diverse leadership representation metric for executive compensation, which includes gender and racial diversity in leadership positions. As an enterprise, we have evolved and advanced in how we interpret progress on DEI and are focused on influencing the drivers of representation that impact equity, such as helping to ensure equal opportunity to be hired and promoted and creating an environment that retains women and racially and ethnically diverse team members. GENDER DIVERSITY Grainger demonstrates strength across drivers of gender diversity and has been successful in building the pipeline of women through both strong external hiring practices and promotion rates, especially into leadership positions. Furthermore, our data shows no statistically significant differences in retention rates based on gender. GENDER (U.S. AND CANADA)—ALLTEAM MEMBERS GENDER (U.S. AND CANADA)— PEOPLE LEADERS 2020 2021 2022 2020 2021 2022 %Women 38% 39% 40% % Women 34% 34% 35% %Men 62% 61% 60% %Men 66% 66% 65% RACIALLY AND ETHNICALLY DIVERSE—(U.S.)— ALLTEAM MEMBERS'a RACIALLY AND ETHNICALLY DIVERSE—(U.S.)— PEOPLE LEADERS'a 2D20 2D21 2022 2020 2021 2022 •White 62% 61% 59% %White 76% 73% 73% %Racially and %Racially and 34% Ethnically Diverse 35% 37% 22% Ethnically Diverse 24% 249/ %Non -disclosed 4% 4% 49/6 % Non -disclosed 2% 30/6 3% 43) 36' 29% 27%' women in executive women directors racially and ethnically racially and ethnically leadership serving on our board17 diverse executive leadership diverse directors serving on (GEC's U.S. leadership team) (CEO'. U.S. lea4er.hip[eam) our board17 RACIAL AND ETHNIC DIVERSITY Strong recruiting and external hiring are outpacing turnover, resulting in increased representation in racial and ethnic diversity since 2020. This increase holds true at both the individual contributor and people leaders levels. Grainger remains focused on finding opportunities to expand our pipeline for women and people of color, and we continue to invest in the development of our talent through strategic partnerships with organizations committed to growth and professional development. PAY EQUITY Grainger is refreshing the job classifications and groupings that underpin our U.S. pay equity analysis. With the support of a third party and with updates to our job architecture, we are continuing to strengthen the analytical model as part of our ongoing pay equity analysis of U.S. team member compensation. In addition to this voluntary, U.S.-based pay equity analysis, Grainger also complies with relevant country- and state -level mandatory analyses and disclosures. We remain committed to providing fair and equitable pay as we continue to evolve and enhance our analysis. DIVERSITY, EQUITY AND INCLUSION LEARNING PROGRAMS MANAGING UNCONSCIOUS BIAS In 2022, Grainger leaders and team members participated In a DEI learning course called "Managing Unconscious Bias". This course was modeled after the program our senior leaders took in 2021 and was designed to help learners: • Learn more about what unconscious bias is and why most people experience it; Explore how workplace bias may emerge in our day-to-day work; and Identify specific and effective behaviors for managing it in the workplace. By December 31, 2022, nearly 98% of team members overall completed the course's. Based on pre- and post -training survey results, Grainger team members taking the course reported an increase in understanding and awareness of unconscious bias, and confidence in mitigating bias. Following the course, leaders were asked to hold team discussion to reinforce the learnings. BUSINESS RESOURCE GROUPS Grainger Business Resource Groups (BRGs) play a significant role in shaping our culture. The results of a recent BRG satisfaction survey indicate that nearly 85 % of BRG members would highly recommend their BRG to others. Our BRGs, which are sponsored by senior leader executives, are considered an extension of our diversity, equity and inclusion team. They serve and empower team members from underrepresented or marginalized groups and are supported by their allies. GRAINGER'S EIGHT BRGS ARE Asian - &Pacific Islander at Grainger eo*�, Black `/ E,Gall; rerprlse Network ar Graige VJ Disability K�, Generational ,`Y I at Grainger Latino r�Pride wo- at GreingeI n Veterans �J a o,arysuP� �s a�near -Women Gra1nger In 2022, the DEI team and BRG leadership solicited feedback from team members and evaluated the purpose and missions of our BRGs. This work resulted in a refreshed BRG strategy centered around the following pillars: n o BUILD CONNECTION DEVELOP OUR TEAM Our BRGs build connection and a sense of belonging among Our BRGs help retain and advance our talent through team members through shared identities and lived experiences. networking, mentorship and development opportunities. X X c 7 EDUCATE OUR TEAM STRENGTHEN OUR COMMUNITIES Our BRGs celebrate diversity and equip our team to embrace Our BRGs make an impact beyond the walls of Grainger curiosity through education and advocacy. through volunteerism, charitable giving and strategic alliance relationships. We continue to invest in our BRG leaders. BRG leaders and the DEI team meet monthly for collaboration and partnership. BRG leaders receive diversity workforce metrics and engagement survey results to support their goals and annual planning. We employ a robust succession planning process to ensure that we have top talent leaders driving the work of our BRGs. Finally, we are proud to have created new visual identities for each BRG. The new identities start with the Grainger box at the core, while the borders utilize unique colors and patterns selected by each BRG to best reflect and communicate their community and culture. Talent Recruitment Grainger places a strong emphasis on finding and attracting the best candidates. We continue to enhance the inclusivity of the candidate experience for all individuals pursuing a career at Grainger. JOB POSTINGS Recent changes to our application process include accommodations for applicants with disabilities and a preferred first name field for applicants whose chosen name differs from their legal name. We also implemented a technology tool to remove non -inclusive language from our lob postings. Since implementing the tool, we have experienced an 18 % increase in the number of applicants identifying as women and a 22 % increase in applicants identifying as racially or ethnically diverse for our U.S. operations. SELECTION PROCESS The Grainger talent team has adjusted the selection process to achieve greater diversity among considered candidates, when possible. Recruiters present diverse candidate slates to hiring leaders to provide a broad pool of talent to choose from. Recruiters also ensure that hiring panels are diverse, that the standard interview guide is consistently utilized and that all interviewers loin live debrief discussions to have healthy dialogue about applicants interviewed. Team Member Learning In today's ever -changing and competitive market, the importance of developing talent is more crucial than ever. To meet the unique needs of our global population, we offer a broad range of role -specific, professional development and career and leadership learning designed to build and enhance skills. At Grainger, we segment our learning into three enterprise portfolios that allow us to target learning by audience and need. PROFESSIONAL DEVELOPMENT PORTFOLIO CAREER DEVELOPMENT PORTFOLIO This portfolio consists of learning solutions for all team members and leaders. Virtual New Hire Orientation: This program is a multi -module learning journey that takes place during a new team member's first week. New team members make connections with orientation colleagues, learn to navigate internal systems, build awareness of Grainger's business and learn about Grainger's culture and how to support h. Elevate Bridging Program: This program provides a structured and self -paced learning path for team members who want to grow their careers at Grainger. Educational Assistance: Grainger is proud to support U.S. full- and part-time team members looking to further their education by offering to provide team members up to $5,250 per year toward a qualifying degree of their choice. For any programs that are above $5,250, Grainger splits the cost with the team member 50/50. This portfolio focuses on Development Planning and career -based programs. Development Planning: This three -step process supports team members and leaders in planning professional development. Grainger offers tools, resources and online courses to support the planning process. Summer Intern Program: In 2022, Grainger organized a 10-week hybrid intern program that offered intems an opportunity to work on a key, function -aligned project, engage in executive learning sessions, take part in professional development opportunities and attend various networking events. Early -in -Career Programs: Grainger offers functional development programs spanning a variety of business areas such as technology, finance and supply chain to support entry-level professionals in their career journeys. The programs provide hands-on learning, mentorship and networking opportunities, as well as a peer cohort community to accelerate development. CANDIDATES We continue to invest in and build relationships with organizations that enable us to expand our diverse talent pool. • Grainger engages with Ascend, DisabilitylN, Out & Equal, National Sales Network, National Black MBA Association, HACE, The Mom Project, Recruit Military and Hire Heroes USA We have also engaged with Historically Black Colleges and Universities and Hispanic -Serving Institutions across the U.S. to foster relationships and attract talent for our early - career internships and rotational positions • Through these and other partnerships, we participate in national events, support local chapters, serve on committees and help student associations �1 gal LEADERSHIP DEVELOPMENT PORTFOLIO The leadership development portfolio focuses on building and reinforcing people leadership skills for high -potential team members, frontline leaders and experienced leaders. COO ASPIRING LEADER PROGRAM This program is designed to prepare high -potential individual contributors for future leadership roles. In 2022, 22 % of those individuals were promoted to a leader or supervisor role. J_ILJ-l11 LEADERSHIP ESSENTIALS Leadership Essentials is an eight -week leader onboarding program focusing on creating a great team -member experience by giving new leaders the knowledge and tools to coach, develop, provide feedback and create an inclusive environment that allows team members to thrive. GRAINGER TEAM MEMBERS COMPLETED: END -TO -END PROGRAM Our End -to -End program provides select director -level team members and above with a comprehensive view of our business, increases business acumen and drives deeper understanding of functional interdependencies to expand leaders' perspective. This seven -month investment includes a combination of in -person and peer learning, coupled with immersion activities in a variety of Grainger functions. -360,000 >12 total training hours total training hours per team member TALENT MANAGEMENT We continue to focus on helping team members grow their careers and be successful at Grainger. We support team members' growth through differentiated learning and development options, including gaining experience through cross -functional movement. We know that leaders who demonstrate our principles and gain key experiences across different areas of the business can drive results, build high - performing teams and understand the business end -to -end. Through enterprise talent committees made up of senior leaders, we get to know our highest potential emerging talent and identify ways to accelerate their development. Through these committees, we continue to see the growth of our future leaders. PERFORMANCE AND DEVELOPMENT In addition to ongoing informal conversations, there are three formal performance and development conversations team members and leaders have at the start of each year, in the middle of the year and at year-end. Open, honest dialogue about performance, development and career growth supports our principles, keeps lines of communication open, builds trust and helps fulfill our purpose. Team members and leaders are equipped with several resources to enable effective discussion on setting clear goals, delivering impactful feedback and supporting individual career development. To further enhance the conversations, a guide was developed to provide leaders with additional and consistent language to assess team member performance and have focused input for goal and development planning. TOTAL REWARDS Grainger delivers a comprehensive Total Rewards program that offers flexibility, choice and the opportunity for team members to actively participate in benefits that are most important to them and their familiesB1. Team members have access to health plan resources, including disease management, tobacco cessation, parental support, stress management and weight loss programs with online support communities, 24-hour virtual health services and many other features to receive timely health -related advice. We launched a pilot maternity support program to allow 2417 support from a care advocate through pregnancy and the newborn phase. In 2022, we announced the expansion of participation in the company's annual incentive plan program and a one-time special financial recognition bonus to acknowledge the contributions of our team members and in recognition of the work they do every day to support our customers and keep the world working. All team members receive a 6 % company 401(k) contribution regardless of whether they contribute personally. In 2022, we expanded the funds in the 401(k) program to provide sufficient options to cover the most important and prevalent asset classes. Each team member receives paid holidays and time off, educational assistance and income protection benefits, as well as a variety of other benefits. We regularly seek team member feedback and conduct external compensation and benefits -related benchmarking to remain competitive in each of the markets where we operate. Community Investment Grainger is committed to creating a positive Impact in our communities. In 2022, Grainger contributed nearly $47 million in cash and product donations to nonprofit organizations. Grainger is committed to positively impacting the communities where our team members and customers live and work by collaborating with community partners that build resiliency and strengthen our local communities through a combination of grants, in -kind donations, team -member volunteensm, nonprofit board placements and our 3:1 Grainger Matching Charitable Gifts Program. OUR APPROACH In 2022, we began implementation of our new strategy, supporting partners and programs aligned to our new community pillars. r s f COMMUNITY STRATEGY Support Disaster Resilience Advance the and Relief Emerging Workforce Empower Our Communities SUPPORT DISASTER RESILIENCE AND RELIEF Grainger's partnerships, products and people enable us to provide vital resources to prepare and respond when crises strike. In 2022, we served as an American Red Cross Regional Disaster Responder. Our support enabled the Greater Chicago Chapter to help people affected by natural disasters and other human -caused tragedies. Since the beginning of our relationship in 2001, Grainger has donated more than $21 million in cash and product to the American Red Cross. Grainger team members volunteered to support disaster response, smoke detector installation, blood drives, comfort kit builds and virtual opportunities such as Missing Maps. Additionally, Grainger Canada has partnered with the Canadian Red Cross in similar ways since 2009. In response to severe hurricanes making landfall in the U.S. and Puerto Rico in 2022, Grainger made emergency grants to the American Red Cross and Direct Relief in support of Hurricanes Fiona and Ian. The donations supported both immediate clean-up needs and long-term recovery and rebuilding efforts in Florida and Puerto Rico. Grainger also provided financial donations to the American Red Cross following gun violence incidents and to UNICEF USA in support of UNICEF's response to the war in Ukraine. ADVANCE THE EMERGING WORKFORCE As the next generation enters the workforce, it is important they have the skills needed to succeed in today's world. Grainger's support helps to equip individuals to become life-long learners with the guidance, funding and tools necessary to enable success and be connected to work across technology and skilled trades. The company conducted research and engaged with several nonprofits with the goal of Identifying potential partnerships that support this strategic pillar. EMPOWER OUR COMMUNITIES Grainger strives to empower local communities where team members live and work, driving social and economic benefits through programs that foster long-term resiliency, growth and upward mobility. Sharing a commitment to promoting education equity, Grainger collaborated with North Chicago Community Partners to offer in -person volunteer opportunities for team members at our Lake Forest and Chicago locations. At the volunteer events, Grainger team members assembled STEM -focused educational kits to support students in the North Chicago School District, which included books, engaging learning activitles and gardening supplies, all designed to encourage students' appreciation and stewardship of the planet. In addition, volunteers spent time reading with students and distributing the kits for at-home use. VOLUNTEERISM Our team members are passionate in their support of local communities. In 2022, U.S. team members volunteered more than 12,000 hours. Volunteerism helps support communities and drives team member engagement by providing unique opportunities for professional development and team building while positively impacting our communities. Grainger provided many opportunities for team members to volunteer, including but not limited to, events through our Red Cross relationship, events during National Volunteer Month and events offered by our Business Resource Groups. CASE STUDY DISASTER RELIEF BUCKET BUILD In September 2022, Grainger hosted a service day introducing the new signature volunteer event to build disaster relief buckets at its Lake Forest headquarters in recognition of National Preparedness Month and Grainger's 95th anniversary. Nearly 350 team members filled and donated 4,000 emergency -use clean up kits to the Red Cross for distribution to communities affected by natural disasters. The Red Cross joined us to kick off the inaugural event and receive the first truckload of completed kits. These disaster recovery kits aided in cleanup and recovery efforts. The buckets contained bleach, household cleaner, work gloves, rubber gloves, scrubbing pads and much more from our inventory including Grainger's Tough Guye brand trash bags and mop heads. MATCHING GIFTS PROGRAM The Grainger Matching Charitable Gifts Program aims to amplify our U.S. team members' personal community support via a 3:1 match. In 2022, Grainger granted more than $2 million in matching gift contributions to more than 1,000 nonprofit organizations. The company matches up to $2,500 of team -member —eligible contributions to qualifying organizations annually. The match program has been offered to U.S. team members since 1981. COMMUNITY IMPACT THROUGH BUSINESS RESOURCE GROUPS COMMUNITY FUND COMMUNITY CHALLENGE Since the community fund's inception in 2014, each of Grainger's eight BRGs receives $10,000 annually to donate to nonprofit organizations of their choosing, enabling BRGs to take action to strengthen our community. In 2022, BRGs contributed to organizations such as Apex for Youth, Gigi s Playhouse, Girls on the Run, Hispanic Business Foundation, KLEO, MyGoodDeed, San Antonio PRIDE Center, The Nature Conservancy, Wreaths Across America, YWCA Metropolitan Chicago and Zacharias Sexual Abuse Center. To celebrate National Volunteer Month, Diversity Month and the company's 95th anniversary, each BRIG was challenged to contribute at least 95 hours of community service during the month of April in order to receive an additional $1,000 grant to donate to a nonprofit organization of their choice. As part of the challenge, our teams volunteered with nonprofits focused on topics such as education, environment and LGBTO+ awareness. EXECUTIVE BOARD PLACEMENT PROGRAM SPECIAL GRANTS Through Grainger's Executive Board Placement (EBP) program, high -potential executives develop leadership skills and As we continue to identity key partners aligned with our build strong, strategic partnerships with local nonprofit organizations through board service. Many senior leaders, including community pillars, special grants were awarded to charitable the majority of Grainger's executive leadership team, participate in this program to support non-profit organizations that organizations, including Club Invention®, which hosts STEM align with the company's community impact pillars, gain leadership development experience and advocate for Grainger's camps for underserved children; MakerGid, which introduces community engagement initiatives. Notable examples of nonprofits that have benefited from the program include FIRST young girls to 3D printing technology; and iMentor, which matches Robotics®, International Women's Forum (IWF), North Chicago Community Partners and YWCA Metropolitan Chicago. mentors to underserved high school students in Chicago. r Ethics and Compliance Our commitment to doing the right thing is ingrained in our company history, our culture of compliance and our Grainger Principles. Our stakeholders trust Grainger to operate with the greatest level of integrity, and in turn we hold ourselves accountable to full compliance with local, national and international laws and regulations. We maintain our culture of compliance and ethical standards through a robust framework of policies, training and reporting. POLICIES AND TRAININGS Grainger's Business Conduct Guidelines define our shared expectations of how we work together, serve customers and business partners and honor our commitments to shareholders everywhere we do business. In December 2022, the Board adopted our updated Business Conduct Guidelines, incorporating new and enhanced topics including responsible sourcing; diversity, equity and inclusion; intellectual property; and social media. Each new Grainger team member is required to complete training and certification. In 2022, 100 % of Grainger team members completed Business Conduct Guidelines training and certification'r. In addition, all team members are expected to demonstrate their personal commitment to the company's high operating standards by certifying their annual compliance with the Business Conduct Guidelines. Team members also complete training regularly to fully understand the expectation of legal and ethical behaviors defined by the Business Conduct Guidelines. Additional ethics and compliance training is provided to team members globally, based on their role in the organization, through our online learning management system. Examples of this training include Anti -Bribery and Corruption, Data Privacy and Security, Government Code of Ethics, Trade Compliance and Workplace Behavior. ANTI -BRIBERY AND CORRUPTION Grainger places the highest value on integrity in our business dealings and the ethical conduct of our directors, officers, team members, agents, shareholders, customers and suppliers. As set forth in our Business Conduct Guidelines, Grainger is committed to business practices that are consistent with the highest ethical and legal standards. Grainger expects the same ethical and legal commitment from third parties (business partners, brokers, consultants and agents) acting on our behalf and others with whom we conduct business. REPORTING/GRIEVANCE MECHANISMS We encourage reporting ethical concerns or complaints regarding company or individual practices. Individuals may raise concerns via various channels, including our confidential and anonymous hotline, the Grainger iCareLine, management, Human Resources, Legal, Compliance or the Board of Directors. The Grainger iCareLine is an independent, secure, around -the -clock hotline able to take calls in every language where Grainger operates. Concerns raised through our various channels are treated confidentially, thoroughly investigated and reported to leadership and the Audit Committee of the Board of Directors by the Chief Ethics and Compliance Officer on a quarterly basis. Grainger does not tolerate retaliation against any team member for making an inquiry, initiating a complaint or participating in an investigation. Privacy I I Information Security Grainger recognizes the importance of protecting the personally identifiable information (Pit) of our team members, customers and suppliers. This information is collected during normal business activities to help us fulfill orders, provide benefits and better serve our stakeholders. We are committed to protecting Pit from unauthorized access, usage or disclosure by following globally recognized privacy standards and building privacy and data protection principles into our systems and processes by design. Annual privacy training is mandatory for all team members, and team members responsible for processing sensitive personal information receive supplemental role -based training. Notice regarding our practices is published via our Privacy Policy. To address global and local privacy laws in specific jurisdictions, such as the California Consumer Privacy Act (CPRA), General Data Protection Regulation (GDPR) and Personal Information Protection and Electronic Documents Act (PIPEDA), solutions have been implemented to facilitate individual privacy requests and to provide further transparency about how Grainger may collect, use, share or store Pit. Our ethical expectation and legal commitment from third parties (business partners, consultants and agents) acting on Grainger 'a behalf extends to Privacy and Information Security. Third -party physical, technical and administrative controls are assessed as part of due diligence and required agreements detailing these expectations are executed. The Grainger Information Security team's mission is to facilitate the protection of Grainger information and technology assets worldwide. We achieve this by establishing guidelines to help ensure the confidentiality, integrity and availability of assets across the global organization. We manage risk through the application of appropriate technologies, people and processes to identify, detect, protect, respond and recover in alignment with the organizational risk posture and National Institute of Standards and Technology (NIST) Cybersecunty Framework. Ensuring information security risk appetites are understood and appropriately managed enables our organization's future growth and positions us to balance protecting and running the business. Understanding of the information security operating environment allows leadership to make informed decisions, mitigate disruption to the business, help prevent data breaches, limit damage to the Grainger brand, understand the financial impacts and ensure alignment to applicable requirements. To this end, the Information Security organization provides quarterly updates to the Board on relevant security metrics and program maturity. In turn, the Board provides valuable guidance and oversight. Information Security also provides awareness training for all team members, focused training for developers and deploys phishing campaigns that tests team members' ability to recognize and respond to threats. Business Continuity Grainger works to develop, implement and enhance business continuity processes in alignment with the ISO/IEC 22301 framework for Business Continuity. This standard provides the strategic direction for our business continuity program and guides the establishment of activities that align with the framework. Processes and procedures, including Emergency Response, Pandemic Planning, IT Disaster and Ransomware Recovery and Business Process Contingency Plans, are necessary components of a successful business continuity program. Planning development, tabletop exercises, identifying gaps and prioritizing remediation efforts are all critical activities of a program designed for uninterrupted business operations. For situations closer to home, localized response procedures are designed to allow customers in need to obtain emergency response items at any time. Local Grainger branches may remain open 24 hours a day during major emergencies and disasters. Trailers can bring in critical products and extra personnel can be on site to support relief efforts. In addition, preexisting supplier agreements allow products and equipment to be quickly replenished to help keep Grainger's customers working. PARTNERS IN PERFORMANCE PRODUCT AND SUPPLIER STEWARDSHIP SUPPLIER CODE OF ETHICS To help ensure the products we distribute are manufactured and delivered with high ethical standards, our Supplier Code of Ethics focuses on the following key areas of ethical sourcing: human rights and labor standards; health and safety; environment; sanctions; bribery and corruption; conflicts of interest, privacy and data protection, and reporting concerns. All Grainger suppliers and their sub -suppliers with dealings in the U.S., Canada and Mexico are expected to comply with the Supplier Code of Ethics as a condition of doing business with Grainger. Prior to onboarding, a new supplier must agree to abide by the Supplier Handbook, which includes the Supplier Code of Ethics. All suppliers must confirm to abide by these rules by signing a Supplier Agreement Letter. We recently updated our Supplier Code of Ethics to include the International Labour Organization's forced labor standards. SUPPLIER ENGAGEMENT Grainger's Supplier Engagement strategy seeks to understand the material opportunities of suppliers who are most impactful to our business. In 2022, we continued proactively communicating with these key suppliers through quarterly calls and business reviews, ad hoc meetings to address operational challenges and other active feedback channels. The objectives for our Supplier Engagement strategy are: 1. Proactively engage the suppliers who are the most impactful to our business 2. Understand what is the most important and try to stay ahead of potential issues 3. Maintain fluid lines of communication The partnership Grainger has with its suppliers has a profound impact on how work gets done around the world. Each day, our suppliers make the choice to deliver consistent, world -class service. Each year, we work to provide special recognition and awards to our top performing suppliers through the Partner in Performance Program. For 2022, Grainger recognized 20 suppliers through Partners in Performance, with awards being announced by Supplier Managers and Directors with direct supplier relationships. This annual event enhances supplier engagement through educating and informing the top -performing supplier community about Grainger's key initiatives and strategy. Our 2022 Supplier of the Year is Milwaukee Tool, a global leader in professional construction trade solutions. Milwaukee Tool earned high marks in their operational excellence, Grainger -dedicate l sales force and focus on partnering with Grainger to make sure we had product when and where we needed for our customers. Our 2022 Partners in Performance Sustainability Award recipient was Newell Brand Distribution LLC — Rubbermaid®, a leader in home and food storage. This award is determined by a supplier's performance in sustainability solutions, their role in enabling customers to achieve sustainability goals and responsible business stewardship. Rubbermaid has embedded sustainability into its strategy and operations by focusing on reducing waste, improving compliance, offering green product solutions and partnering with Grainger on initiatives, such as customer waste audits. HUMAN RIGHTS Grainger's Human Rights Principles reflect our commitment to providing a safe and fair workplace that upholds and respects international human rights standards. These principles are applicable to all Grainger team members and are approved and monitored regularly by Grainger's senior leadership. Our Human Rights Principles create the foundation upon which we build a respectful, inclusive and ethically sound workplace. Harassment, exclusion, discrimination, child or forced labor and violation of any applicable laws or regulations are explicitly prohibited as part of these principles. In 2022, Grainger engaged a third -party consulting firm to conduct an independent assessment of our human rights and anti -forced labor program against current U.S. and international standards. Based on that review, Grainger is enhancing our program's policy, training and processes related to the validation of our suppliers' adherence to Grainger's Supplier Conduct Guidelines and Human Rights Principles. CONFLICT MINERALS Grainger's Conflict Minerals Policy supports the aim of the Dodd -Frank Act to prevent armed groups in the Democratic Republic of the Congo (DRC) and the surrounding region from benefiting from the extraction and trade of minerals including tantalum, tin, gold or tungsten sourced from the DRC or the surrounding region. SUPPLIER SCORECARD Our Supplier Performance Management team works with our suppliers to improve operational performance, educate on Grainger's shipping requirements and drive compliance on purchase orders shipped to our network, as well as on orders delivered directly to our customers. We monitor every supplier's performance with a monthly balanced scorecard. Using this scorecard, we provide feedback and offer to consult in performance improvement areas, helping our suppliers focus on the most meaningful areas for corrective action. All active product suppliers that Grainger purchases from are provided a detailed scorecard each month measuring specific metrics such as stock till rate, drop -ship availability and shipping compliance, allowing Grainger to provide exceptional customer service. Each metric and performance to goal is calculated and points are provided based on actual performance. These points are summarized into an overall score for each supplier. In monthly performance discussions, Grainger provides feedback and possible corrective action steps to resolve issues on metrics below goal. Suppliers also utilize this time to share headwinds that are impacting their ability to achieve goals. The supplier teams share this information throughout the organization for visibility. PRODUCT SAFETY, QUALITY AND GOVERNANCE Although Grainger does not manufacture the products it distributes to customers, we take product safety seriously. Our company has established a Product Safety Committee made up of senior leadership from the Product Compliance, Legal and Supplier Management teams. This committee convenes regularly to provide ongoing governance and oversight of product safety, quality and compliance. PRIVATE LABEL To ensure high -quality private label products, our engineering team conducts product evaluation and testing as well as directly engaging with suppliers. This engagement includes conducting investigations and factory audits, as well as continually working to ensure our suppliers have the appropriate equipment and processes in place to deliver consistent quality products. If quality issues arise, the engineering team typically conducts an investigation, performs appropriate product testing and summarizes its findings. Those findings may lead to corrective action, including, but not limited to, supplier improvement in tools and/or processes, applying a stop sale, sending product back to supplier for rework and recalling product. One way we measure private label brand quality is through the return rate performance, calculated as a percent of total return dollars over cost of goods sold (COGS). Total return rate performance for Grainger High -Touch Solutions U.S. shifted slightly from 2.6 %"in 2021 to 2.7 % in 2022, driven primarily by product mix shift. We also evaluate Grainger private label products to confirm they meet our responsible sourcing guidelines. Suppliers who provide Grainger private label products through Grainger Global Sourcing (GGS) complete an annual social responsibility survey, which indicates the suppliers' compliance with social responsibility topics. NATIONAL BRANDS At Grainger, we offer a wide selection of national brand products sourced from our trusted supplier partners, who are experts in their respective industries. To ensure we are partnering with suppliers that represent socially responsible procurement practices, all vendors are required to acknowledge the supplier handbook. In the event of a safety or recall issue, the Product Safety team convenes and partners with the supplier to determine the best course of action. If required, the team promptly implements a stop sale Into the Grainger system, preventing Grainger from shipping these products to customers. Grainger works with the supplier to determine how to resolve the issue. Once the situation is resolved to the satisfaction of the supplier and Grainger, the stop sale is lifted. Forward -Looking Statement All statements in this report other than those relating to historical facts are "forward -looking statements" under the federal securities laws. Forward -looking statements can generally be identified by their use of terms such as "anticipate; "'estimate; "'believe;' "expect;' "could; "'forecast;' "may, "intend; "'plan," "predlct," "project," "will" or "Would" and similar terms and phrases, including references to assumptions. Grainger cannot guarantee that any forward -looking statement will be realized and achievement of future esults is subject to risks and uncertainties, many of which are beyond Grainger's control, which could use Gramger's results to differ materially from those that are presented. Important factors that could cause actual results to differ materially from those presented or implied in the forward -looking statements include, without limitation, inflation, higher product costs or other expenses, including operational and administrative expanses; the impact of macroeconomic pressures and geopolitical trends, changes and vents, including the impact of Russia's invasion of Ukmme on the global economy, tensions across the Taiwan Straits and In overall relations with China, and the ramifications of these and other events, a major loss of customers; loss or disruption of sources of supply; changes in customer or product mix; increased competitive pricing pressures; changes in third party practices regarding digital advertising; failure to enter into or sustain contractual arrangements on a satisfactory basis with group purchasing organizations; failure to develop, manage or implement new technology Initiatives or business strategies, including withm respect to the copany's sCommerce platforms; failure to adequately protect intellectual property or successfully defend against infringement claims; fluctuations or declines in the company's gross profit margin; the company's responses to market pressures; the outcome of pending and future litigation or governmental or regulatory proceedings, including with respect to wage and hour, anti -bribery and corruption, environmental, regulations related to advertising, marketing and the Internet, consumer protection, pricing (including disaster or emergency declaration pricing statutes), product liability, compliance or safety, trade and export compliance, general commercial disputes, or privacy and cybersectudy matters; investigations, inquiries, audits and changes in laws and regulations; failure to comply with laws, regulations and standards, Including new or stricter environmental laws or regulations; government contract matters; disruption or breaches of information technology or data security systems involving the company or third parties on which the company depends; general industry, economic, market Key Performance Data or political conditions; general global economic conditions including tariffs and trade issues and policies; currency exchange rate fluctuations; market volatility, including price and trading volume volatility or price declines of the company's common stock; commodity price volatility; facilities disruptions or shutdowns; higher fuel costs or disruptions in transportation services; outbreaks of pandemic disease or viral contagions such as the COVIDA9 pandemic; natural or human induced disasters, extreme weather and other catastrophes or conditions, effects of climate change, failure to execute on the Company's efforts and programs related to environmental, social and governance matters; competition for, or failure to attract, retain, train, motivate and develop executives and key employees; loss of key members of management or key employees; changes in effective tax rates; changes In credit ratings or outlook; the company's incurrence of indebtedness or failure to comply with restrictions and obligations under its debt agreements and instruments, and other factors that can be found in the company's filings with the Securities and Exchange Commission ("SEC"), including the company's most recent periodic reports filed on Form 10-K and Form 10-Q, which are available under "Financials" in the Investor Relations section of the company's websde at http://lnvest.grainger.com. The preceding list is not intended to be an exhaustive list of all of the factors that could impact the Company's forward -looking statements. Caution should be taken not to place undue reliance on the company's forward -looking statements. Historical, current, and forward -looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. The information included in, and any issues identified as material for purposes of, this document shall not be considered material for SEC reporting purposes. As such, in the context of this report, the term "material" Is distinct from, and should not be confused with, such term as defined for SEC reporting purposes. Website references and hyperiinks throughout this report are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this report, nor does it constitute a part of this report. The company undertakes no obligation to update or revise any of its forward -looking statements, whether as a result of new information, future events or otherwise, except as required by law. 2020 2021 2022 CUSTOMER SUSTAINABILITY SOLUTIONS Grainger HIIh-ToucM1 Solutions 11. Envlronmenlally Preferred Product Revenue is billion) 07 0.9 1 Grainger HigM1-ToucM1 Solutions U S Environmentally Preferred Product Revenue (%of High -Touch Solutions North American sales) 6 ] 9 inc Gm nger High Touch Solutions U.S. Spend on Pmducts from Small Businesses, luding Woman., Minority -,Veteran., LGBTO+and Disabled Person -owned Businesses, as 2 2 2 well as Historically Underutilized Business Zone (HUBZone) and Disadvantaged Businesses ($ billion) ENVIRONMENTAL Global Energy Consumptu,ffVWh) 354,000 343000 327,000 Global Scope 1 & 2 Emissions (MTCOre) 103,000 99,000 92,000 Global GHG Intensity (MTCOce/Revenue) 9 8 6 Global Renewable Energy Produced(MWm a,000 7,000 9,000 Global Water Us,(cublc meters) Not Stated 524.000 504,000 Global Non.Hazardous Waste fmillion fibs)' Not Stated 25 24 Total U.S. Disidbutlori Center Network Recycling Rate (%) 89 92 94 SOCIAL U.S. Lost Time Incident Rate 0.4 0.3 0.4 U.S. Total Recordable Incident Rate 1.2 1.2 1.3 Globe) Team Members 231000 24,000 26,000 U.S. & Canada Team Members 19,000 mode 21,000 U.S.& Canada Team Members —Women(%) 38 39 40 U.S.&Canada Leadership —Women(%) 34 34 W U.S. Team Members— Racially and Ethnically Diverse (Q) 34 3s 37 U.S .Lead ership — Racially and Ethmcally Diverse (%)' 22 24 24 CEO's US Leadership Tee m—Women(%) 50 43 43 CEO's US Leadership Team— Racially and Ethnically Dwerse (%) 33 29 29 U.S. Total Cash and Product Contributions is mdhon) 41 96 47 U.S. Team Member Volunteer Hours 9,000 10,000 12,000 GOVERNANCE Global Team Members Treined on Business Conduct Guidelines (I.) red too 100 Women Board Members (%) 31 33 SO Racially Intl Ethnically Diverse Board Members(%) 31 26 2] z zozo_s s ii, pin..no.. rim m Pr.v ly repan.a nsiu,...vaue.a nanei..m.P,g Poplin., I— a.nomin.mr MEMO = commis ounce saiui,ans enmm�meniel eoaiai .,wernenoe ppe aiu 2023 E5G Ron Grainger and The Sustainable Development Goals (SDGs) The Sustainable Development Goals (SDGs) of the United Nations form part of the 2030 Agenda for Sustainable Development, which serves as a call to action and global blueprint for all governments, business and civil society organizations striving toward peace and prosperity for humanity and the planet. The 17 SDGs outline the strategies needed to reduce global inequality, improve health and education, bolster economic development, preserve the natural world and fight climate change. Grainger has identified eight of the 17 goals where our business can make the greatest impact. tly Education Target 4.1: By 2030, ensure that all girls antl boys complete free, equitable antl quality primary Commumty Investment Ensure mcluswe antl equitable and secondary education leading to relevant and effective learning outcomes Grainger'. community strategy pillars: "Advance the Emerging MQ­i quality education ppo Promote ensure Workforce" and 'Empower Our Communities', Pages m9-40 lifelong learning opportunities Target 4.3: By 2030, en a equal access for all women and men to affordable and quality for all technical, vocational and tertiary education, Including university STEM investment in underrepresented communities through grants to charitable organizations such as North Chicago Community Partners, Target 4.4. By 2030, substantially mcrease the number of youth and adults who have relevant pages 40-41 skills, including technical and vocational skills, for employment, decent jobs and entrepreneurship 0 Gender Equality Target SA: End all fortes of discrimination against all women and girls everywhere Achieve gender equality and Target 5.5: Ensure women'a full and effective participation and equal opportunities for empower all women and girls leadership at all levels of decision -making In political, economic and public life jU NGEIt Soo SDGTARGET Decent Workand • Target 8.4: Improve progressively, through 2030, global resource efficiency in consumption and Economic Growth production and en wour to decouple economic growth from environmental degradation, in ® Promote sustained, inclusive and sustainable economic on sustainable consumption and accordance with the lop a countework of taking production, with developed countries taking the lead growth, full and productive Target 1I By 2030, achieve full and productive employment and decent work for all employment and decent work woman and men, including for young people and persons with disabilities, and equal pay for all for work of equal value • Target 8.7 Take immediate and effective measures to eradicate forced labour, and modern slavery and human trafficking and secure the prohibition and elimination of the worst forms of child tabour, including recruitment and use of child soldiers, and by 2025 end child labour m all its farms Target 8.8. Protect labour rights and promote safe and secure working environments for all workers, including migrant workers, in particular womenmigrants, and those in precarious employment Innovation Target 9.l: Develop quality,reliable, sustainable and resilient infrastructure, inclutling regional and Infrastructure and transborder infrastructure, to support economic development and human well-being, witha Build resilient intrastmcture, ZjIndustry, focus on affordable and equitable access for all promote inclus ve and udfosteiintlation rzation Target 9.2 Promote mcluswe and sustainable industdahzation and, by 2030, significantly raise and lister innovation industry's share of employment and gross domestic product, in line with national circumstances, and double its share in least developed countries • Target 9.4 By 2030, upgrade infrastructure and retrofit industries to make them sustainable, with increased resource -use efficiency and greater adoption of clean and environmentally sound technologies antl industrial processes, with all c,untnes taking action in accordance with their respective capabilities • Target 9.5: Enhance scientific research, upgrade the technological capabilities of industrial sectors mall countries, In particular developing countries, Including, by 2030, encouraging ovation antl substantially increasing the number of research antl tlevelopment workers per t million people and public and private research and development spending Diversity, Equity and Inclusion D-outy data &reporting, page 30 Signed the Chicago Network Equity Principles, a campaign focused on advancing women lead.. in the workplace to strove to achieve 50 h representation of women in leadership positions by 2030, pace 31 Self-identlrcati on for gender Identity, page 30 Grainger'. DEI learning programs, page 32 Women's Business Resource Group, page 33 Corporate member of the Women'. Business Enterprise National Council, pace f3 GRAINGER ALIGNMENT Grainger's Policies & Principles Environ • Business Conduct Guidelines Emissions Reduction Strategy, • Global Environmental Health pages 21-22 and Safety Policy Waste and Recycling, page 22 • Human Rights Pnnciples Water, pace 23 • Supplier Code of Ethics • Conflict Minerals Policy Diversity, Equity and Inclusion • Pay equity analysls, pace 31 Customer Sustainabddy Solutions • Environmentally Prammoble Heafth and Safety Products (EPP) and services, Health and safety, page 26 pages 9-16 Safety training programs and • Grainger'. Supplier Diversity, engagement, pages 27-28 and Reseller Diversity Programs, page 13 Operational Efficiency at Grainger LEED ceriffic.d.ns, pace 23 High -efficiency lifecycle replacements, pace 21 • Solar invechnent, page 21 Green hydrogen used in Powered Industrial Equipment (PIE), page 22 - TRUE Zero Waste certifications, page 22 Water consumption reduction efforts, pace 23 Transportation & shipping efficiencies (e.g., SmartWay® partner), pace 15 Other Climate -related scenario analysis of operations (please see our most recent CDP Climate Change Assessment response and TCED) Customer Sustainabiliry Solutions, page 9 Community strategy with pillars related to STEM investment in underrepresented communities, pages 39-40 SDG SDGTARGET Cities Target 11.5 By 2030, significantly reduce the number of deaths antl the number of people and Communities affected and substantially decrease the tlirect economic losses relative to global gross domestic IMSustainable product caused by disasters, including water -related disasters, with afocus on protecting the Make cts" and human p.—ral people m vulnerable situations settlements inclusive, afe, s resilientand sustainable Target 11.6. By 2030, reduce the adverse per capita environmental Impact of cities, including by paying special attention to air quality and municipal and solid waste management • Target II.B: By 2020, substantially Increase the number of cities and human settlements adopting and implementing mtegrated policies and plans toward, inclusion, resource efficiency, mitigation and adaptation to climate change, resilience to disasters, and develop and implement, in line with the Send. Framework for Disaster Risk Reduction 2015-2030, holistic disaster risk management at all levels Responsible Target 12,5: By 2030, substantially reduce waste generation through prevention, reduction, Consumption and recycling and reuse Production Ensure sustainable Target 12.6: Encourage companies, especially large and transnatlonal companies, to adopt consumption and production sustainable practices and to integrate sustainability information into their reporting cycle patterns GRAINGER ALIGNMENT Community Impact strategy pillar: Support Disaster Resilience and Reliaf, pace 39-40 American Red Cross Regional Disaster Responder, pane 40 Business Continuity, pane 46 Emergency Management Program, page 14 Climate risk management and GHG emissions retluctions (please see most recent CDP Climate Change Assessment Response) TRUE Zero Waste certifications, page 22 Recycling and waste management, page 22 Customer Sustamabibty Solutions, pages 9-16 Gram boxes antl dunnage are certified by the Sustainable Forestry Initiative (SFI), page 15 Recycling and waste management, Pape 22 TRUE Zero Waste ciubficab.ns, page 22 Integrated reporting processes across our Annual Report, Proxy Statement and ESG Report SDG SDG TARGET GRAINGER ALIGNMENT Climate Action • Target 13.1Strengthen resilience and atlaph r, capacity to climate -related hazards and natural Climate Change Disclosure antl GHG Emissions, page 20 Take urgent action tcombat disasters In all countries Emissions Reduction Strategy, pages 21-22 o climate change and its impacts CDP Climate Change Assessment & TCFD Customer Sustamabikty Solutions, pages 9-16 • Emergency Management Program, pane 14 Life on Land • thin. ..... : By 2020, promote the implementation of sustainable management of all types of ® mrotect, restore and promote forests, haft deforestation, restore degraded forests and substantially increase afforestation and sustainable use of terrestrial reforestation globally cosystems, sustainably nag, forests, combat Target 15.5: Take urgent and significant action to reduce the degradation of natural habitats, halt desertification, and halt and the loss of biodiversity and, by 2020, protect and!prevent the extinction of threatened species se land degradation and haft biodiversity loss Grainger boxes and dunnage are candied by the Sustainable Forestry Initiative (SFI), pace 15 Grainger'. EPP p.W.11c offers products made of recycled materials, as well as Products that support recycling (e.g., bms), pace 10 TRUE Zero Waste certifications, pane 22 Customer Sustamablllty Solutions, pages 9-16 Supplier Code of Ethics Global Envnonmental, Health and Safety Policy GRI Index Grainger has reported the information cited in this GRI content Index for the period January 1, 2022 to December 31, 2022, unless otherwise specified. Grainger applies the GRI standards in the below GRI content index as a means of indicating where particular topics and disclosures can be found. GRI 1 used —GRI 1: Foundation 2021 GRISTANDARD DISCLOSURE 2-1 Organizational doted. 2-2 Entities included in the organintion's u-inability reporting 2-3 Reporting pe,wd. frequency and contact point 2-4 Restatements of Informetlon 15 External assurance 2-6 Ad itme value chain and other business rdatwnships 2-T Employees 2-8 Workers who are not employees GRI 2. General Disclosures 2021 2-9 men ,, structure antl composition 2-10 Nomination end selection M the highest governance body 2-11 Chair of the highest governance body 2-12 Role of the highest govemadid, body in overseeing the management of impact 2-13 Delegation of responsibility for managing Imparts 2-14 Role of the highest governance body in suet—itteMy reporting 2-15 CoMlids of interest 2-16 Communication of critical doncerns 2-17 C,11- a knowledge of the highest governance body 2-18 Evaluation of the performance of the higtond governance body 2.19 Remuneration policies LOCATION W W. Grainger, Inc 2022 Annual Report, pages 1, 5.10 2023 ESG Repod, About Thia Report RaPodirg period Fiscal year 2022 (January 1, 2022 to December 31, 2022), unless otherwise noted. Reporting frequency Annual Contact. Gcund.,ESG22rain2r.0 Details of onderement, can be found m footnotes of respective sections. 2023 ESG Report, pages 21, 48, 51 2023 ESG Report, AssMan 2022 Annual Report, pagio'Ab- Us", w, 5-10, 2022 Annual Report, pages 8-101 ESG report, pages 30, 51, 62 EEO-1 report 2022 Annual Report, pages 8-10 2023 Proxv Statement 12023 ESG Report papa 2023 Proxv Statement, pages 5.30 2023 P—Statement, page 27 s 2023 Proxv Statement, pages 31-37 2023 Proxv Statement, pages 23-26, 31.37 2023 Proxv Statement, pages 33-3612023 ESG Report, Page 2023 Proxv Statement. pages 10, 9212023 Business Conduct Gmdelines pages 6.8 2023 Proxv Statement, pages 36-37 2023 Proxv Statement, pages 5-8 2023 Proxy Statement, pages 28-30 2023 Proxv Statement, pagae 38-39, 4T-84 GRISTANDARD DISCLOSURE 2-20 Process to determine remuneration 2-21 Annual total comp,naat,,n ratio 2-22 Statement on sustainable development strategy 2-23 Policy commitments 2-24 Embedding Policy commitments GRI2 General Disclosures 2021 2-25 Processes to rehr iate negative impacts 2-26 Medhanisms for seeking ad— and raising concerns 2-2] Compllence with laws and regulations 2-28 Membership associations 2-29 Approach to sMkeh,ld,r engagement Is. Collective bargaining agreements 3-1 Process tc --ins material topics GRI 3. Material Topics 2021 3-2 Det of material topics 3-3 Management of material topics 201-1 Direct economic value genereted and distributed GRI 201. Economic Pennon ce 2016 201-2 Financial implications and other risks and opportund— due to climate change 201-3 Defined benefit plan obligations and other retirement plans GRI 203. Indirect Economic 203-2Sigo,fi—tinduedt.......... pacts Impacts 2016 GRI 204: Procurement Pheices 2016 204.1 Proportion Mspending on local suppliers GRI 205: Anti- druptlon 2016 205.2 Communication antl tmining about antl-conuptlon policies antl procedures 207-1 Approach to tax GRI 207, Tax 2019 207-2 Tax governance, control, antl risk management 301-2 Recycled input materials used GRI 301 Materials 2016 301-3 Reclaimed products and their packaging materials LOCATION 2023 Proxv Statement. pages 38-39, 41-64 2023 Proxv Statement, page 82 2023 ESG Report, page 1 Business Conduct Guidelines 1 ConfhM Minerals Policy 1 Su4glle, Code M Ethics Human Rmhts Principles 1 Global Environmental. Health and Safety Policy ESG Report, payee 6.8 Please sae respedwe sections in 2023 ESG Report ESG Report, page 441 Business Conduct Guidelines ESG Report, page 441 eneri e, Conduct Guidelines Material legal proceeding. are disclosed in our Annual Reoort on Fortn 10-K for the fiscal year endetl December 31, .22, pages 2% 66-67 CDP (C12.3, 012.3b) 2023 ESG Report, page 8 Not applicable 2023 ESG Report, page 8 2023 ESG Repod, Pape 8 2023ESGReport, pages 6.8 Forfudher tletails on specific material topics,pleasesee...pect— sections and metrics included in the 2023 ESG Report 2022 Annual Report. Pages 39-65 2022 Annual Report, pages 21-221 CDP (C2.2a, C2.3a, C2.4a, C3.1, C3.2a, C3.2b, C3.3, C3.4) 2022 Annual Report, pages 54-57,, 59 2022 Annual Report, pages 8-10, 2112023 ESG Report pages 9-16, 3939=42 2023 ESG Report, page f 3 ESG Report, pye 441 Business Conduct Guidelines 2.22 Annual Report, pages 45, 62-64 2022 Annual Report, pages 20-21, 29, 45, 62-64 2023 ESG Report, (EPP 8 packaging), pages 9-16 2023 ESG Repod, (EPP 8 packaging), p.ges 9-16 GRISTANDARD GPI 302, Energy 2016 GRI 303 Alt e. and Effluents 2018 GRI 305 Emissions 2016 GRI 306Waste 2020 GRI 308. Supplier Environmental Assessment 201a GRI 401: Employment 2016 DISCLOSURE LOCATION 302-1 Energy consumption within the orgeniiation 2023 ESG Repod, Pape 511 SASE, CG-MR-130a.1 302-3 Energy intensity 2023 ESG Report, page 51 (2022 revenue and total energy consumed) 302-4 Reduction of energy consumption CDP (C7.9s) 12023 ESG Report, Panes 20-23 302-5 Reducbon. in energy requirements of products and s—ces 2023 ESG Report, Pages 9-16 303-1 In mon.n. wih wale, as a ah.md resource 2023 ESG Report, pane 23 303-5 Water consumption 2023 ESG Report, pace 23 3051 Direct (Scope 1) GHG emissions 2023 ESG Repod, paces 20, 51 CDP (C6.1) 305-2 Energy induact (Scope 2) GHG emissions 2023 ESG Report, paces 20, 51 CDP (C6.3) 305-3 Other odueot (Scope 3) GHG --on. 2023 ESG Report, page 20 CDP (C6.5) 305-4 GHG emissions mulany 2023 ESG Report, panes 20, 51 CDP (C6.10) 305-5 Reduction of GHG emission. 2023 ESG Report, panes 20-231 CDP (C4.1a, C7.9, C].9a) 306-1 Waste generation and sgmfi... t waste -related impacts 2023 ESG Report, pace 22 3061 Management of significant waste -related impacts 2023 ESG Repod, pace 22 306-3 Waste planted 2023 ESG Repod, page 22 306-4 Waste diverted from disposal 2023 ESG Repod, page 22 306-5 Waste directed to disposal 2023 ESG Rocco, page 22 308-1 New suppliers that were screened using envionmental cntena 2023 ESG Rocco, pages 46.48 Supober Code of Ethics 308-2 Negative environmental impacts in the supply chain and actions taken 2023 ESG Repod, panes 46-48 Suopber Code of Ethics 401-2 Benefits provided to full-time employees that are not provided to temporary or pad -time employees 2023 ESG Repon, page 38 l Total Rewards Websua 401-3 Parental leave 2023 ESG Repod, page 38 Total Rewards Websua GRISTANDARD DISCLOSURE LOCATION 403.1 Occupational health and safety management system 2023 ESG Repod, Panes 26.28 Global Environmental. Health and Safety Pokov 403-2 Hazardidenditeion,nsk......... t, antl incidentl—buglail 2023 ESG Report,g2ges26-28 Global Environmental. Health and Safety Policy 4033 Occupational health services 2023 ESG Report, paces 26.28I Global EcAnbco ental, Health and Safety Pullw 403.4 Worker plulpdtion, consultation, and commute—cl on occupational health and safety 2023 ESG Repod, Paaes 26.28 Global Environmental. Health and Safety Police GRI 403. Occupational Health and 403-S Worker training on occupational health and safety 2023 ESG Repod,R222s 26-28 Global Environmental.Health and SafetyP.1- Safety 2018 403-6 Promotion of worker heats 2023 ESG Repod, pan, 38I Total Rewards Websde 403-] Phamcbon and mitigation of occupidno.1 heats and safety impacts duectly 2023 ESG Repod, Pages 26.28 Global Environmental. Health and Safety Pofiov linked by business relationships 403-8 Workers covered by an occupational health and safety management system 2023 ESG Repod, gages 26-28 Global Environmental. Health and Safety Pollcv 403.9 Work -related iolunes 2023 ESG Repod, Edges 26.28 No work -related fatalities m 2022. 404-1 Average hours of training per year per employee 2023 ESG Repod, pace 38 GRI 404: Training and Educed— 2016 404-2 Programs for upgrading employee skills and transumn assistance programs 2023 ESG Report, pages 35-37 404-3 Percentage of employees receiving regular performance and career development reviews 2023 ESG Repod, pace 37 405-1 Divereay of governance bodies and employees 2023 ESG Reboil, pages 30, 51, 62I EEO-1 report 2023 Proxy Statement GRI405: Diversity and Equal Oppodunity 2016 405-2 Ratio of basic salary and remuneration of women to an Dated, of our Pay Equity analysis dmclosed m our 2023 ESG Report on page 31, but Grainger does not publicly disclose the results at this time GRI 408 Child Labor 2016 408.1 Operation and suppluum at significant nsk formcidents of child labor 2023 ESG Repod, pages 46-48 Human Rghts P,mciPles SUbolmr Coca of Conduct GRI 409. Forced or Compulsory 409-10peretions and suppliers at significant nsk for incidents of lorced or compulsory labor 2023 ESG Repod, pages 46.48 Labor 2016 Human Rule PrinciPles Supplier Code of Conduct 413-1 Operations with local Community engagement, impact assessments, and development programs 2023 ESG Repod, paces 39- GRI 413, Local Commundie. 2018 Gramgdr he. not idemdmd any operations where there are signdicant actual or potential negative �tllllA�i6R = comam: 413-20perations with signdmant actual and potential negative impacts on local communities ei,�nw s.,wuon� - "" rams sor,,i .,wernwnoe ppe n. impacts on local commumbee. 2023 ESG RPrllt 159 GRISTANOARD DISCLOSURE 414-1 New suppinrs that were screened using social omen GRI 414 Supplier Social Assessment 2016 414-2 Negative social impacts In the supply he, and actions taken GRI 415: Publk Policy 2016 415.1 Political c,undbutlons GRI 416. Customer Health and 416-1 Assessment of the health and safety Impacts M product and ..wine categories Safety 2016 GRI 417 Marketing and Labeling 2016 417-1 Requirements for product and service in formation and labeling GRI 418. Customer Privacy 2016 418-1 Substantiated complaints concerning breaches of customer privacy and losses& customer note LOCATION 2023 ESG Report, pages 46.48 Human Rmhts Prmcml�s Suooller Cotle of Contluct 2023 ESG Report, pages 46-48 Human Rlam, Principles I Su.sher Cede of Conduct Gremger's Business Conduct Guidelines prohibits the use of company funds or assets for political purposes, including for—mbutions to any political party, candidate ar committee. In accordance with this policy, we do not maintain a political action wmmlttee ('PACs'), nor do we contribute to any ihirtl-parry PACs or other politics! a nuia, onga n,iel under Section 527 of the Intemal Revenue Code. Business Contluct Guideline, 2023 ESG Report, page 48 2023 ESG Report, pages 9.16 MMenalitemswouldbed,,closed Incur Annual Reporton F,n 10-Kforth,fiscalyear,nd,d December 31, 20M SASB Index SASB has developed and maintains Industry -specific standards to assist companies in disclosing financially material sustainabihty information to investors. The following chart outlines our SASB disclosure responses to the Multiline and Specialty Retailers & Distributors Standard, with references to where this information can be found. ACCOUNTING METRIC DATA TYPE CODE GRAINGER 2023 DISCLOSURE Energy Management in Retail & Distribution (1) Total energy consumed OuanMative CG-MR-130a.1 1,178,000 GJ(327,,000 MWh) (2) Percentage grid electricity Quantitative CG-MR-130a.1 603,000 GJ, 51% of total(168,000 MWh) (3) Percentagerenewable 0uantitative CG-MR-130a.1 18,000 GJ, 4% of hund(13,000 MWh) Data Security 2023 ESG Report page 45 Vulnerability Identification: Grainger identities vulnerabilities using vulnerability management tools and exercises such as scans and penetration tests, which are aligned wuh a defined, documented, and approved vulnerabdoy remedmtion strategy for all Grainger ownetl operational assets The IT environment is continuously analyzetl to help identify new assets, devices, or applications that require vulneability ning and penetration tasting. Reports or automated identifying the current state of vulnerabilities impacting Grainger assets era am to technical provitletl by the Threat and Vulnerability Management team to technical stakeholders, and appropriate management, who are responsible to a— and raspontl to vulnembility risk. Information Security Risk Management: The Governance, Risk, antl Compliance (GRG) teen's function is to provitle governance to ensure that Granger's Informati,nand systems are secured In accordance with our stantlards, and to nurture our commitment to ...at —unry and ntegrity. The GRCteamaccomplishes this through the impl... manor, of isor rks(like the NIST RMF framework) to ensure appropriate asset classification. control alignment and implementation, risk assessments and audit support, nsk accepht— and asset authorization, and ongoing risk antl control monitoring.. identifying Description of approach to identifying and omhtourity Detlressing of appdata Information Security— Vendor Risk Management: Gremge's Information Security GRC team reviews vendors when they are onboartled, cotillion— CG-MR-230a.1 upon contract renewal, and when a new Statement of Work(SOW)is ee.cuted. A review of the information and applications involved is conducted and 1d,as on the appropriate controls Is given to ensure that the adequate Information Security contractual obligations are In place. Information Security Policies: The Information Security team has nume..a policies and admmumatee procedures that .,an place to provide guidance around Information Security and Risk Management requirements. These policies are available to all team members on the company's miranet homepage, antl are up hind regularly to align with industry standards, regulatory requirements, and contractual agreements. Information Security Awareness: Grainger has an Information Security Awareness program that provides lea. members with an understanding of the foundations of Information Security through regular communications via the company Intranet and newsletters. All team embers also go through annual training around Information Security to ensure that they unit. -no their roles antl responsibilities in protecting Grainger mlormation and systems appropriately. Additional training Is providetl for more cnt,c,l roles, such as software developers M. bold such systems and applications. In addition, Grainger Information Security organization executes monthly company wide Information Security education & awareness campaigns and phal mg tests to determne compliance with company policies and bast practices and to determine additional focus needs. Grainger uses gamificabon to improve employee engagement with Its secunty awareness content and tracks ��= commis Glen compliance with ransehabon training with A as an escalation point. s.,lui�on, .,nvemnnne lI r,�. 2023 ESG R1pn116 ACCOUNTING METRIC DATA TYPE CODE GRAINGER 2023 DISCLOSURE (1) Number of data breaches, (2) Percentage involving persondly,dentifiablo mbrmabOn (PII). Quanatatwe CG-MR-230a.2 Grmngerdoes not dsclose this. (3) Number of users affected Labor PMOUtas (1) Average hourly wage antl (2) Percentage of ,n-store employees earning minimum wage, by region Ouanttatve CG-MR-310a 1 Grainger does not disclose this. (1)Volunmry and Quantitative CG-MR-310a2 Greinger does not disclose this. (2)Invo1unouy turnover rate for all employees Total amount of monetary losses as a result of legal proceedings associated with labor law v,olabons Qua mitatve CG-MR-310a 3 McMnal legal proceedings are disclosed ,a our 2022 Form 10-K, but Grainger does not disclose this sp— is metric. World— Diversity & InClasiOn GENDER REPRESENTATION Female Male Not Oisclosed Management 35% 65% 01 Percentage of gentler and raclal/ethnic group All Other Employees 40% 6— 0% Mprasentah"far Quantitative CG-MR-330a.1 (1)manageme.and (2) all other employees RACIAL/ETHNIC GROUP REPRESENTATION Asian Black Hispanic White Other Multiracial Not Disclosed Management 6% ]% 9% 73% 0% 2% 3% All Other Employees 4% IS% 17% 56% 1% Total amou. of monetary losses as .,.suit of legal proceedings associated with Ouanhtatwe CG-MR-330a.2 Material legal proceedingsared,sdoseHIM our 2022 Form 10-K, but Grainger does rid disclose min spec,f,, matnc. employment discrimination ACCOUNTING METRIC DATA TYPE CODE GRAINGER 2023 DISCLOSURE Product Sourcing, Packaging & Marketing Revenuproductsthud-padycemtiedlo Ouanttatwe CG-MR-410a.1 EnvaOnmentallyprefeMblepr UClravenue more than $1B(2023 ESG Report e10 a environmentalHMM,l nd/or social sustainabllity stantlartls Products: As part of our pmdud category review process, we cOntlum a protlud regulatory review, wM1,ch ensures that our protlucts meet requirements like federal and state laws, antl we assess product ingredient hats for substances which may have harmful effects on human health or the environment. Our strong understanding of industry best pactces for produds are driven by evaluations from our suppliers and protluct expectations from our customers. Where necessary to cerve our customers, Grainger wsll work wwithsupph— to identfy alterna[we produM. For a reirivate Gngels plabel Products wM wa are the importer of record, we oondud In -person factory and product au_ and quality checks pnor to any product entering oursupply chain. When a product enters our supply sham, we aamud audits bat the products released into stockW ure the product mee5 the requirements set wsth the supplier. All products must meet the testing and ingredient requirements for funcbonahty, Discussion of processes to assess end manage Discussion antl quality. federal and state regulabons. We continua to increase the number of paduds m our pM-tfnw oho with eronmenml cerhicahons and attributes, such as G—Guard and EPA Safer Choice, helping consumers identify aadconsmer niece protlucts while shopping. We also —MM asks and/or hazards associated with chemicals Analysis CG-MR-410a.2 oalign with pMd M,t safety best predices and forecast emerging risks and regulations. Our established and refined compliance requirements in products ure mat our protlucts are safe for their,Mended use. We actively educate team members and customers On Potential asks and c—Muoudy mondor and research ch,m,cal safety trends to enhance the availability of safe protlucts. Hazard Cammunicatiaa Program: Gon"m maintains a set of IMMHJ communication policies and bast practices Our corporate EHS and SUpPlle! ManagemanVProdud Complinnca departments are jointly responsible for the management and implementation of the Hazard Commun,c.,an Program. Employees who work wah or are potentally exposed to hazardous chemicals receive m,aal homing on the hazard cation dendard and this plan before starting work. EaCM1 new employee antis a h-M and safety. wManon t al mcludes an overview of the Hazard cemmu-m— S GHS standard. The Hazardous Material Sh,pp,ng Compliance Gu,del,nes Acknowledgement must be s,gned by the app.p.mMjy H.HMM members of Gangers Management Teams W the DC's and Branch locations. Discusson of strategies M Had— the Discussion antl CG-MR-410a.3 Details can be found is 2023 ESG Report page 15 enwronmentel impart of packaging Analysis —Wrty WHO Number of. (1) retail locatmns ad (2) distnbutmn Quantitative CG-MR-000.A Retail locations(branches). 390 te cenrs Drsinbution centers 35 Total area of (1) remit space and (2) Eidnbution Retail locaons (branches) -8 million sq. N. centers Ouanhas- CG-MR-0003 D,sinbution centers.-16 million sq. ft. Further details can be found in our 2022 Annual Report pg. 23 Task Force on Climate -Related Financial Disclosures (TCFD) Index We are committed to providing transparency on our climate change risk management, governance and performance. The Task Force on Climate -related Financial Disclosures (TCFD) has developed voluntary, consistent climate -related financial risk disclosures for use by companies in providing meaningful information to stakeholders. Below is a summary outlining references in which you can find Grainger's relevant information pertaining to the TCFD's recommended disclosures. Please note, at the time of publishing this index, our 2022 CDP Climate Change Assessment is available and covers FY2021. Our 2023 CDP Climate Change Assessment will be made available later in 2023, according to the CDP's timeline, and will cover FY2022. RECOMMENDED DISCLOSURES GRAINGER REFERENCES & DISCLOSURES Goverrm.e — Dis.lase the organization'. governan.e around climate-relaletl risks and opporlmitm. Descnbe the board's oversight of cM1mme-related risks and opportunities. CDP (C1.1, C1.1a, CIAb. C1.1d), 2023 ESG Report, saae 1. 2023 Pmv Statement. pages 1.2, 33-35 Describe management's ,Is In assessing and managing climate -related risks and opportunities CDP (C1.2, C1.2a) Strategy —Disclose the..last and potential impala of climate -related risks and opi mlunitin, on the organization'. businesses, strategy, and financial planning he. s ah minrmalb. is material. Describe the timer. -related nsks and opp—ma.. the orgamzaton hasidentified over the had, medmm, and long term. 2022 Annual Reportpages21-22,26,CDP (C2.1,C2.1a, C2.1 b, C2.2a, C2.3, C2.3s, C24, C2.4a), 2023 ESG Report, page. 99�6 1919=23 Describe the impact of climate -related nsks and oppodunmes on the om.mz i.s. Wen..... strategy, and financial pfammng 2022 Annual Report, pages 21-22, CDP (C2.2a, C2.3a, C2.4a, C3.1, C3.2a, C3.2b, C3.3, C3.4) Describe the resilience of the organization'a strategy,taking'mto consideration different.11mate-Ased scenarios. including a 2.0 or lower scenario CDP(C3.2, C3.2a, C32b) Risk Management — Disclose how the mganization Identifies, assesses, and manages climate -related risks. Describe the oM.m.abona processes for id.mrymg and assessing timed. -related nsks CDP (C21, C21b, C2.2, 32.2a) Describe the organizationa processes for managing climate-relaletl risks. CDP (C21, C2.2, C2.3a) Describe no. processes for 0shnnymg, assessing, and managing tamale -related risks are aregadecimto the orga-abon's ovorell risk management CDP (C2.1, C2.1b, 02.2), 2023 Proay Statement, pages 3336 Main..—D-kne the metrics and targets used to assess and manage relevant climate-relaletl risksand opine-flties where. hinformation is material. Disclose the metncsused by the organization to assess chmme-rel--!risks and opp,rtunibesin lme wuhds strategy andnsk management process 2022 Scopel emissions: 31,100, CDP (C6.1) 2022 Scope 2 emissions, location -based 6y,000, CDP (Caa) 2022 Scope 2 emissions, market -based. 61,000, CDP (C6.3) 2.22 Scope t and 2 emissions Intensify (MT COze/revenue): 0.000006, CDP (26.10), 2023 Disclose Scope 1, Scope 2, and, If appropriate, Scope 3 greenhouse gas (GHG) emissions, and the related risks ESG Report, pages 20, 51 2022 Scope 3 emissions' Pe,ee CDP (CS.1) Environmentally Prelerabla Product revonue. 2023 ESG Report, pages 10, 51 Other: CDP (C2.3a, C2.4a) Describe the targets used by the orgamzahcm to manage chmado-relied nsks and opportunities and parforanuc, agmnsr targets 2022 CDP(C4.1, 04.1a) 2023 ESG Report, pages 2020=23 Exhibit 03—Grainger Safety Assess me Fit Brochure ==C1 GRAINGER SAFETY ASSESSMENTS Let our team of more than 60 experienced Board -Certified Safety Professionals support your environmental, health and safety initiatives. Working with you, we'll conduct a detailed, standards -based evaluation using the unique Grainger Safety Assessment platform to help deliver personalized solutions across your operations.' ASSESSMENTS INCLUDE: • Confined Space • Electrical Safety • Environmental Hazards • Ergonomics • Exits & Fire Protection • Hazardous Communication • Lockout/ragout • Machine Guarding • Material Handling • Medical First Aid • Occupational Health Hazards • Personal Protective Equipment • Recordkeeping • Security • Slips, Trips & Falls • Temperature Stress ■ter. n ���— PERSONALli Interactive form allows oursafety team to add comments and take photos on site, providing a quick and comprehensive reference of the mvpectbn findings DYNAMIC: Questions change based on your specific answers, helpng our safety professionals recommend and deliver an eppropdate safMy solution ORGANIZED: Forme are customved for all Iccafians within your facility. Easy -to- al results help you quickly identity safetyissues/ mmediate needs and work with one a our safety professionals to resolve them. GRAINGER SAFETY ASSESSMENT PROCESS: • Meet with your aligned Grainger Field Safety Professional (FSP) to discuss your needs • FSP conducts facility assessment • FSP meets with you to discuss findings and recommendations Contact your Grainger rep for a compliance check and get instant results! ��Ira�olaa�t=It�r�r�ofnr® ��h� GRAINGER, i INVOICE Exhibit 04-2 -Sample Invoice GRAINGER P-E ORIGINAL INVOICE fit This Documenf is Confidential & Pn pfi fa , Trade Secret Protected. Exhibit OS -Sample Item Purchase History (IPH) Report Exhibit 06 -Grainger US Branch & DC Locations Zip Location Grainger DC Address 4700 Hamner Ave. city MIRA LOMA State CA Code 91752 Grainger DC 8001 Forshee Dr. JACKSONVILLE FL 32219 Grainger DC 7I 701 Grainger Way MIND.- IL 60447 Grainger DC ' 11200 E. 210 Hwy. KANSAS CITY MO 64161 Grainger DC 4300 Old Airways Rd. SOUTHAVEN MS 38671 Grainger DC 400 town BORDENTOWN NJ 08505 Hedd no Rd Grainger DC ' 8211 Bavaria Dr E MACEDONIA OH 44056 Grainger DC ' 101 Southchase Blvd. FOUNTAIN INN SC 29644 Grainger DC 'I 201 Freedom Dr, ROANOKE TX 76262 Grainger DC ' 95 S. Tejon St. DENVER CO 80223 Grainger DC ' 2450 Annapolis Lane PLYMOUTH MN 55441 Grainger DC 'I 6125 S. Todd Blvd. TUKWILA WA 98188 Grainger DC ' 8701 Minor Lane LOUISVILLE KY 40219 Grainger DC 2710 Keystone Pacific PATTERSON CA 95363 Para' Future DC ■ Gresham OR Future DC i Houston TX Bulk Warehouse 1051 Carson Ct Easton PA 18045 Warehouse 15350 North Beach St Fort Worth TX 76177 Bulk Warehouse Pineville NC Bulk Warehouse 6590 Pritchard Rd Jacksonville FL 32219 Bulk Warehouse 4130 Indian Ave Los Angeles CA 92571 Bulk 3501 Corporate Dr Joliet IL 60431 Warehouse Grainger 99518- Bronch 6240 B St. ANCHORAGE AK 1727 Grainger 35222- Bronch 3735 First Ave. N. BIRMINGHAM AL 1301 Grainger 1912 Jordan Lane 35816- Bronch NW HUNTSVILLE AL 1542 Grainger 36609- Branch 1241 Montlimar Dr. MOBILE AL 1712 Grainger -117- Bench 541 George Todd Dr. MONTGOMERY AL 2233 Grainger 72908- Branch 3807 Planters Rd. FT. SMITH AR 8461 Zip Location Grainger Address City State Code 72209- Branch 6100 Murray St. LITTLE ROCK AR 8528 Grainger 1205 S. Old Missouri 72764- Branch Rd. SPRINGDALE AR 1152 Grainger 85043- Branch 960 N. 51 at Ave PHOENIX AZ 2625 Grainger 2002 W. Rose Garden 85027- Branch Lane PHOENIX AZ 2620 Grainger 4465 E. Broadway 85040- Branch Rd. PHOENIX AZ 8892 Grainger 85233- Branch 775 E Baseline Rd GILBERT AZ 1203 Grainger 85713- Branch 3415 S. Dodge Blvd. TUCSON AZ 5434 Grainger 93309- Branch 3900 Easton Dr. BAKERSFIELD CA 1083 Grainger 93706- Branch 1335 Tuolumne St. FRESNO CA 2017 Grainger RANCHO 91730. Branch Hyssop Dr. CUCAMONGA CA 6108 Grainger 1220 151 E. Columbia 92507- Branch Ave. RIVERSIDE CA 2113 Grainger 92805- Branch 310 E. Ball Rd. ANAHEIM CA 6312 Grainger 91324 Branch W. Wmnetka Ave. NORTHRIDGE CA 3200 Grainger 90220- Branch 1050 W Walnut St COMPTON CA 5112 Grainger 93030- Branch 101 S. Rice Ave. OXNARD CA 7235 Grainger 90013- Bmnch 570 S. Alameda St. LOS ANGELES CA 1726 Grainger 10804 S. La Cienega 90304 Branch Blvd. INGLEWOOD CA 1113 Grainger 10137 S. Norwalk SANTA FE 90670- Branch Blvd.. SPRINGS CA 3325 Grainger 1554 BROOKHOLLOW 92705- Branch DR SUITE SANTA ANA CA 5508 Grainger 94577- Branch 444 Doolittle Dr. SAN LEANDRO CA 1016 Graing4520- 9 Branch 2288 Pike Ct. CONCORD CA 12511 Grainger WEST 95691- Branch 3691 Industrial Blvd. SACRAMENTO CA 3456 Grainger 93901- Branch 1334 Dayton St. SALINAS CA 4416 Grainger 91911- Branch 1150 Bay Blvd. CHULA VISTA CA 2601 Grainger Branch 1321 Linda Vista Dr. SAN MARCOS CA 92078- 3804 Low Sensitivity Zip Location Grainger Address city State Code 92111- Branch 8001 Raytheon Rd. SAN DIEGO CA 1608 Grainger 94010- Bronch 1360 Rollins Rd BURLINGAME CA 2410 Grainger 95131- Branch 2261 Ringwood Ave. SAN JOSE CA 1717 Grainger ROHNERT 94928- Bmnch 5760 Commerce Blvd PARK CA 1630 Grainger 95215- Bmnch 2501 Staaecoach Rd. STOCKTON CA 7909 Graing CITRUS 621- 95773 Branch 6412 Tupelo Dr. #G HEIGHTS CA Grainger 12871 Western Ave., GARDEN 92841- Bmnch Suite GROVE CA 4032 Grainger 80239- Branch 4885 Pads St. DENVER CO 2811 Grainger 80525- Bronch 4531 Innovation Dr. FORT COLLINS CO 3406 Grainger COLORADO 80907- Bronch 610 Popes Bluff Trail SPRINGS CO 3512 Grainger 80223- Branch 95 S. Tejon St. DENVER CO 1251 Grainger _ 80221- Bronch 6935 Broadwav DENVER CO 2849 Grainger 06473- Bronch 124 Universal Dr. NORTH HAVEN CT 3630 Grainger 06114- Branch 75 Maxim Rd. HARTFORD CT 1605 Grainger 19720- Branch 117 QujgIeV Blvd. NEW CASTLE DE 4103 Grainger 33966- Branch 12431 Metro Pkwv. FT. MYERS FL 1316 Grainger 32256- Bmnch 8450 Philips Hwy. JACKSONVILLE FL 8206 Grain er 9 33172- Branch 2255 NW 89TH Place DORAL FL 2428 Grainger 2131 SW 2nd St. Bldg POMPANO 33069- Branch 8 BEACH FL 3100 Grainger 1800 N. Florida Mango WEST PALM 33409- Branch Rd. BEACH FL 6406 Grainger 33147- Branch III NW 37TH Ave. MWMI FL 5838 rain Gger 2620 SW 17th Rd., Ste 34471- Bronch 300 OCALA FL 2096 Grainger 32811- Branch 4180 L B Mcleod Rd. ORLANDO FL 56951 Grainger WEST 32904- Branch 101 S. Wickham Rd. MELBOURNE FL 1131 Grainger 3924 W. Pensacola 32304 Branch St. TALLAHASSEE FL 2838 Zip Location Grainger Address City State Code 33762- Branch 12579 49TH St. N. CLEARWATER FL 4313 Grainger 6685 Whitfield 34243- Branch Industrial Ave. SARASOTA FL 4012 Grainger 1820 Tampa East 33619- Branch Blvd. TAMPA FL 3052 Grainger 4505 W. Hillsborough 33614 Branch Ave TAMPA FL 5441 Grainger 631 S. Marietta Pkwy 30060- Branch SE MARIETTA GA 2748 Grainger 3 Branch 6655 Crescent Dr NORCROSS GA 2934 Grainger 5300 Frontage Rd. 30297- Branch Suite A-1 FOREST PARK GA 2516 Grainger 30607- Branch 1205 Commerce Rd. ATHENS GA 1101 Grainger _ 31206- Branch 2048 Paul Walsh Dr. MACON GA 316it Grainger 1721 Marietta Blvd. 30318- Branch NW ATLANTA GA 3646 Grainger 30906- Branch 1516 Gordon Hwv, AUGUSTA GA 20 06 Grainger 1324 US Highway 80 _ 31408- Branch W GARDEN CITY GA 2547 Grainger 96819- Branch 2833 Paa Street HONOLULU HI 4406 Grainger 52404 Branch 71533RD Ave. SW CEDAR RAPIDS IA 3924 Grainger 52807- Branch 961 E. 53RD St. DAVENPORT IA 2633 Grainger 1811 E. Sheridan 50316- Branch Ave. DES MDINES IA 1803 Grainger 83706- Branch 55761rving St BOISE ID 1216 Grainger 60608- Branch 2356 S Ashland Ave CHICAGO IL 5304 Grainger DOWNERS 60515- Branch 2701 Oqden Ave. GROVE IL 17. Grainger MORTON 60053- Branch 8045 River Dr GROVE IL 2651 Grainger ARLINGTON 60005- Branch 475 E. Alaonauin Rd. HEIGHTS IL 4620 Grainger 60803- Branch 6001 W. 115TH St. ALSIP IL 5152 Grainger 60638- Branch 6450 S. Austin Ave. CHICAGO IL 5394 Grainger FRANKLIN 60131- Branch 3240 Mannheim Rd. PARK IL 1532 Grainger 60614 Branch 2221 N. Elston Ave. CHICAGO IL 2905 Low Sensitivity Zip Location Grainger Address city State Code 60087- Branch 3585 Sunset Ave. WAUKEGAN IL 3217 Grainger 1017 SW Jefferson 61605- Branch Ave. PEORIA IL 3948 Grainger 61108- Branch 5862 Harrison Ave ROCKFORD IL 8127 Grainger 46406- Branch 1701 Cline Ave. GARY IN 2225 Grainger 47715- Branch 837 N. Conoress Ave. EVANSVILLE IN 24525 Grainger 46202- Branch 1819 W. 16TH St. INDIANAPOLIS IN 2032 Grainger 46256- Branch 9210 Corporation Dr. INDIANAPOLIS IN 1017 Grainger 46628- Branch 1750 Commerce Dr. SOUTH BEND IN 1565 Grainger 56215- Branch 14790 W. 99TH St. LENEXA KS 1109 Grainger 67213- Branch 1920 S. West St. WICHITA KS 1108 Grainger 40511- Branch 1351 Georqetown Rd. LEXINGTON KY 2503 Grainger 40299- Branch 1901 Plantside Dr. LOUISVILLE KY 1919 Grainger 1508 Eraste Landry 70506- Branch Rd. LAFAYETTE LA 1989 Grainger 2502 S Cities Service 70663- Branch Hwy SULPHUR LA 6405 Grainger 71292- Branch 500 Thomas Rd. WEST MONROE LA 9454 Grainger 12455 Airline Branch Hiqhwav BATON ROUGE LA 70817 Grainger 70737- Branch 9506 Ashland Rd GONZALES LA 8097 Grainger 70123- Branch 825 Distributors Row NEW ORLEANS LA 3209 Grainger 70119- Branch 601 S. Gal —St. NEW ORLEANS LA 75117 Grainger 71109- Branch 5126 Hollywood Ave. SHREVEPORT LA 7716 Grainger 02062- Branch 428 University Ave. NORWOOD MA 2638 Grainger 01801- Branch 31 Cabot Rd. WOBURN MA 1003 Grainger 02149- Branch 160 Broadwav EVERETT MA 2460 Grainger 02472- Branch 400 Arsenal St. WATERTOWN MA 2805 Grainger 01104- Branch 790 Cottaqe St. SPRINGFIELD MA 3221 Zip Location Grainger Address City ANNAPOLIS State Code 20701- Branch 10981 Guilford Rd. JUNCTION MD 1125 Grainger 20706- Branch 4748 Forbes Blvd. LANHAM MD 4302 Grainger 21221- Branch 8820 Citation Road BALTIMORE MD 3101 Grainger 20850- Branch 701 Dover Road ROCKVILLE MD 1392 Grainger 21230- Branch 2100 Haines St. BALTIMORE MD 3206 Grainger 04103- Branch 425 Warren Ave. PORTLAND ME 1287 Grainger 1587 E. Whitcomb MADISON 48071- Branch Ave. HEIGHTS MI 1415 Grainger 481 74- Branch 6874 Middlebeh Rd. ROMULUS MI 2041 GraingBranchef 48335- 23800 Haggerty Rd. HILLS MI 2617 Grainger 25940 Groesbeck 48089- Branch Hwv. WARREN MI 4144 Grainger 481 04- Branch 2915 Boardwalk St. ANN ARBOR MI 6765 Graing Bran hef 2711 Lapeer Rd. FLINT MI 4354 Grainger 1201 W Lafayette 48226- Branch Blvd. DETROIT MI 3008 Grainger 3803 Roger B Chaffee 49548- Branch BE GRAND RAPIDS MI 3437 Grainger 49048- Branch 2476 Azo Dr. KALAMAZOO MI 9540 Grainger 48911- Branch 5617 Enterprise Dr. LANSING MI 4194 Grainger 48601- Branch 220 W. Morlev Dr. SAGINAW MI 9464 Grainger 55420- Branch 201 E. 78TH St. BLOOMINGTON MN 1249 Grainger 345 Plato Blvd E Ste 55107- Branch 120 ST. PAUL MN 1228 Grainger 2450 Annapolis Lane 55441- Branch N. PLYMOUTH MN 3600 Grainger 64127- Branch 2300 E. 18TH St. KANSAS CITY MO 2543 Grainger 63103- Branch 2227 Clark Ave. ST. LOUIS MO 2539 Grainger MARYLAND 63043- Branch 2535 Metro Blvd. HEIGHTS MO 2409 Grainger 808 N. Cedarbrook 65802- Branch Ave. SPRINGFIELD MO 2522 Grainger Branch 3551 1-55 S. JACKSON MS 39212- 4963 Low Sensitivity Zip Code 59101- Location Grainger Zip Location Grainger Address City State Address City State Code 11716- Branch 221 Moore Lane BILLINGS MT 3418 Branch 199 Orville Dr. BOHEMIA NY 2515 Grainger 28804- Grainger 11232- Branch 834 Riverside Dr. ASHEVILLE NC 3222 Branch 815 3rd Ave. BROOKLYN NY 1511 Graing house Graing 13700 Branch Blvd Suite L CHARLOTTE NC 28273 Bran hef 1999 Mt. Read Blvd. ROCHESTER NY Graing Graing 12619 Bran hef 1401 S. Mint St. CHARLOTTE NC 4135 Branch 430 W. Metro Park ROCHESTER NY Grainger 27406- Grainger EAST 13057- Branch 2506 Greenqate Dr. GREENSBORO NC 5241 Branch 6285 E. Mollo�(Rd. SYRACUSE NY 1037 Grainger 27616- Grainger 4420 Glendale Milford 45242- Branch 4820 Siqnett Dr. RALEIGH NC 2824 Branch Rd. CINCINNATI OH 3708 Graingef 2652 5203- 41131 Branch 505 Covil Ave. WILMINGTON NC Branch 939 W. 8th St. CINCINNATI OH Graing 52906 Graing N 44131- Branch 3825 12TH Ave. N. FARGO NO Branch 1035 Vallev Belt Rd. HEIGHTS OH 1432 Graing 611206 Graing 05- Branch 9345 J SL OMAHA NE Branch 420 Kennedy Rd. AKRON OH 44324 Grainer 3Df0 E. Industrial Park 053110 44706- Branch MANCHESTER NH BranchGraing 1721 6TH St SW CANTON OH 1203 Grainger SOUTH 011102 41434 Branch 1001 Hadlev Rd. PLAINFIELD NJ Branch 36401nterchange Rd. COLUMBUS OH Graing 0 Grainger 9 HuntIey 4 3229- Branch 308 Allwood Rd. CLIFTON NJ 1701 Branch Rd. Suite A COLUMBUS OH 10311 Graing501 Grainger 4 4- Branch 212 Industrial Way W. EATONTOWN NJ 2206 Branch 8700 LeSaint Drive FAIRFIELD OH 2260 GraingBranch er Bercik SE. Graing 44147 S to 19 ELIZABETH NJ 7201 Branch541 2321 Needmore Road DAYTON OH Grainger 43551- Grainger 08054- Branch 1300 Third St. PERRYSBURG OH 4349 Branch 819 E Gate Dr. MT. LAUREL NJ Grainger 87109 BranchGraing 360 Victoria Rd. YOUNGSTOWN OH 2026 Branch 3901 Osuna Rd. NE ALBUQUERQUE NM 4431 Grainger 4Pk14Will Rogers O L HOMA 73108- Branch1864 OK Grainger 87401- Grainger 74116- Branch 1201 San Juan Blvd. FARMINGTON NM 2723 Branch 10707 E. Pine St. TULSA OK 1547 Grainger 89102- Grainger 97217- Branch 2401 Western Ave. LAS VEGAS NV 4815 Branch 6335 N. Basin Ave. PORTLAND OR 3915 Graing8017- 86441 121117 Branch 900 Packer Wav SPARKS NV Bra chef 2011 Avenue C BETHLEHEM PA Grainger 2203- 15154 Grainger 111 501- Branch 35 Comorate Circle ALBANY NY Branch 415 W. 12TH St. ERIE PA 505 GraingBranch 15116 I 125318 50 McKesson Pkwv. BUFFALO NY Branch4225- 4320 Lewis Rd. HARRISBURG PA Grainger 11378- Branch 58-45 Grand Ave. MASPETH NY 3230 Grainger 19154 - Grainger 11747- Branch 10401 Drummond Rd. PHILADELPHIA PA 3805 Branch 1 Park Dr. MELVILLE NY 3035 Grainger 505 Saw Mill River 10523- Grainger 19032- Branch Rd. ELMSFORD NY 1009 Branch 1530 Delmar Dr. FOLCROFT PA 2102 4 Low Sensitivity Zip Location Grainger Address city State Code 19123- Branch 401 N. 8TH St. PHILADELPHIA PA 3902 201 RIDC Park West Grainger Dr. AIRPORT 15275- Branch LOCATION PITTSBURGH PA 1003 Grainger 15201- Branch 3150 Liberty Ave. PITTSBURGH PA 1416 Grainger 02888- Branch 78 Jefferson Blvd. WARWICK RI 1064 Grainger 7401 Pepperdam NORTH 29418- Branch Ave. CHARLESTON SC 8434 Grainger WEST 29169- Branch 550 Chris Dr. COLUMBIA SC 4669 Greinger 29607- Branch 730 Congaree Rd. GREENVILLE SC 3598 Grainger 5 Branch 500 E. 50TH St. N. SIOUX FALLS SD 063, Grainger 37406- Branch 902 Creekside Rd. CHATTANOOGA TN 1053 Grainger 37919- Branch 6500 Baum Dr. KNOXVILLE TN 7309 GraingBranch er Noncennah 3 8132- Blvd1 MEMPHIS TN 2106 Grainger 37210- Branch 1938 EIm Tree Dr. NASHVILLE TN 3718 Grainger 1021 Dr. M.L.K. Jr 37203- Branch Blvd. NASHVILLE TN 5741 Grainger 79110- Branch 5807 Canvon Dr. AMARILLO TX 3026 Grainger 7950 Research Blvd. 78758- Branch Ste 101 AUSTIN TX 8425 Grainger 77702- Branch 125 Sawyer St. BEAUMONT TX 2216 Grainger CORPUS 78408- Branch 430 Sun Belt Dr. CHRISTI TX 2411 Grainger 322 West Main Suites Branch 120 & 140 KENEDY TX 78119 Grainger 2251 E. Division St. 76011- Branch St.A ARLINGTON TX 6619 Grain er 9 1305 N. Interstate 75006- Branch 35E CARROLLTON TX 8628 Grainger 76104- Branch Grainger 300 W. Vicr Blvd 8321 John W FORT WORTH TX 1201 Branch Carpenter Fwy DALLAS TX 75247 Grainger 76106- Branch 5000 Northeast Pkwy FORT WORTH TX 1819 Grainger 75041- Branch 2701 W. Kingslev Rd. GARLAND TX 2406 Zip Location Grainger Address city State Code 76712- Branch 6901 Imperial Dr WACO TX 6813 Grainger 75237- Branch 4242 Platinum Way DALLAS TX 1618 Grainger 75074- Branch 2601 E. Plano Pow. PLANO TX 7416 Grainger 6006 E. Ben White 78741- Branch Blvd., Suite 500 AUSTIN TX 7504 Grainger 79935- Branch 1400 Lomaland Dr. EL PASO TX 5207 Grainger 77536- Branch 1251 Hall Court DEER PARK TX 6558 Grainger 77028- Branch 4545 Darien St. HOUSTON TX 5911 Grainger 77040- Branch 8200 Pinemont Dr. HOUSTON TX 6500 Grainger 77054- Branch 1222 S Loop W HOUSTON TX 4012 Grainger 77477- Branch 3900 Greenbrier Dr. STAFFORD TX 3919 Grainger 77090- Branch 16741 North Freeway HOUSTON TX 5105 Grainger 6050 Southwest 77057- Branch Freewav HOUSTON TX 7514 Grainger 77303- Branch 2323 N. Framr St CONROE TX 1754 Grainger 77094- Branch 17010 Kat Fwy. HOUSTON TX 1410 Grainger 1408 W %Ile Maria 77801- Branch Rd BRYAN TX 4213 Grainger 78041- Branch 610 Gale St. -REDO TX 6005 Grainger 75604 Branch 1507 W. Cotton St. LONGVIEW TX 5522 Grainger 79404 Branch 502 E. 40TH St. LUBBOCK TX 2816 Grainger 78501- Branch 921 E. Pecan Blvd. MCALLEN TX 5710 Grainger 4110 S. County Rd. 79706- Branch 1276 MIDLAND TX 3042 Grainger 78218- Branch 5011 Rittiman Rd. SAN ANTONIO TX 4638 Grainger 78229- Branch 4924 NW Loop 410 SAN ANTONIO TX 5312 Grainger SOUTH SALT 84119- Branch 2775 S. 900 W. LAKE CITY UT 2447 Grainger 84401- Branch 2958 South 1900 W. OGDEN UT 3228 Grainger 1401 Sewells Point 23502- Branch Rd. NORFOLK VA 2057 Low Sensitivity Zip Location Grainger Address city State 23223- Brench 2424 Maqnolia Court RICHMOND VA 2332 Grainger 22042- Branch 2947 Gallows Rd. FALLS CHURCH VA 1024 Grainger 20166- Branch 101 International Dr. DULLES VA 9442 Grainger 99301- Branch 3306 W. Marie St. PASCO WA 3899 Grainger 98424- Branch 2802 Pacific Hwy. E. FIFE WA 1021 Grainger Branch 6141 4th Avenue S SEATTLE WA 98108 Grainger 98201- Branch 3013 Walnut St. EVERETT WA 3846 Grainger 9 5706 E. Broadway Y SPOKANE 99212- Branch Ave. VALLEY WA 0912 Grainger 98188- Branch 6725 S. Todd Blvd. TUKWILA WA 4771 Grainger 54304- Branch 751 Morris Ave. GREEN BAY WI 4558 Greinger 54914- Branch 600 N. Lvnndale Dr. APPLETON WI 3021 Zip Location Grainger Address City State Code 53714- Branch 501 Atlas Ave. MADISON WI 3107 Grainger 53225- Branch 5819 N. 117TH St. MILWAUKEE WI 2245 Grainger N21 W23020 53188- Branch Watertown Rd. WAUKESHA WI 1001 Grainger 53202- Branch 202 N. Jackson St. MILWAUKEE WI 5903 Grainger 25387- Branch 30007TH Ave. W. CHARLESTON WV 1731 Grainger 25701- Branch 4403RD Ave. HUNTINGTON WV 1305 Grainger 82601- Branch 1110 Wilkins Circle CASPER WY 1331 Grainger 105 Ave Puerto Branch Conquistadores Catano Rico 962 Grainger Ave Algarrobos Edificio Puerto Branch 4 Mavaquez RicA 680 Grainger Puerto Branch Calla E Lote 4 y 5 Caguas Rico 725 Grainger Puerto Bran 1642 Suite 102 Ponce Rico 717 Low Sensitivity City of Tucson At Business License CITY OF TUCSON Business Name and Mailing Address: License Number:T1011332 Issue Date: January 23, 2023 Expiration Date: December 31, 2023 W W GRAINGER INC 100 GRAINGER PKWY LAKE FOREST, It 60D45.5202 Owner: This license/permit Is non -transferable and most be posted W W GRAINGER INC In a compicuous place at the business locator. Doing BusinessAs: THE ISSUANCE OF THIS LICENSE / PERMIT SHALL NOT BE W W GRAINGER INC CONSTRUED AS PERMISSION TO OPERATE IN VIOLATION OF ANY LAW OR REGULATION. fire of Tucson. Arlm— Non-Tra cF abl LICENSE SECTION FNectiva:lanua.v nt. inn T1011332 FxninHen Date: December 32- 2m 00? MUST BE DISPLAYED IN A CONSPICUOUS PLACE TUCSON Business License Forthe payment of the license fee, the person m firm below is hereby licensed to conduct business In the City of Tucson. Tax accruing Ire City of Tucson shall be paid under provisions of Ch. 19, Tucson City Code. This license is — subjecttorev 111 for violation of Ch. 7 or Ch. 19 of the Tucson City Code. Issued To: W W GRAINGER INC Located At: 3415 S DODGE BLVD TUCSON, AZ 85713-5434 Please refer W license number in all correspondence. BY. CFO/Assistant City Manager Attachments for OMNIA Partners OMN1:I9a Exhibit 001-Grainger DUNS Report M d..., 4—d—d Co Fdm-&p p.Vnary, Trade S., p—ud. Exhibit 002—Grainger US Branch & DC Locations Zip Location Grainger DC Address 4700 Hamner Ave. city MIRA LOMA State CA Code 91752 Grainger DC 8001 Forshee Dr. JACKSONVILLE FL 32219 Grainger DC 7I 701 Grainger Way MIND.- IL 60447 Grainger DC ' 11200 E. 210 Hwy. KANSAS CITY MO 64161 Grainger DC 4300 Old Airways Rd. SOUTHAVEN MS 38671 Grainger DC 400 town BORDENTOWN NJ 08505 Hedd no Rd Grainger DC ' 8211 Bavaria Dr E MACEDONIA OH 44056 Grainger DC ' 101 Southchase Blvd. FOUNTAIN INN SC 29644 Grainger DC 'I 201 Freedom Dr, ROANOKE TX 76262 Grainger DC ' 95 S. Tejon St. DENVER CO 80223 Grainger DC ' 2450 Annapolis Lane PLYMOUTH MN 55441 Grainger DC 'I 6125 S. Todd Blvd. TUKWILA WA 98188 Grainger DC ' 8701 Minor Lane LOUISVILLE KY 40219 Grainger DC 2710 Keystone Pacific PATTERSON CA 95363 Para' Future DC ■ Gresham OR Future DC i Houston TX Bulk Warehouse 1051 Carson Ct Easton PA 18045 Warehouse 15350 North Beach St Fort Worth TX 76177 Bulk Warehouse Pineville NC Bulk Warehouse 6590 Pritchard Rd Jacksonville FL 32219 Bulk Warehouse 4130 Indian Ave Los Angeles CA 92571 Bulk 3501 Corporate Dr Joliet IL 60431 Warehouse Grainger 99518- Bronch 6240 B St. ANCHORAGE AK 1727 Grainger 35222- Bronch 3735 First Ave. N. BIRMINGHAM AL 1301 Grainger 1912 Jordan Lane 35816- Bronch NW HUNTSVILLE AL 1542 Grainger 36609- Branch 1241 Montlimar Dr. MOBILE AL 1712 Grainger -117- Bench 541 George Todd Dr. MONTGOMERY AL 2233 Grainger 72908- Branch 3807 Planters Rd. FT. SMITH AR 8461 Zip Location Grainger Address City State Code 72209- Branch 6100 Murray St. LITTLE ROCK AR 8528 Grainger 1205 S. Old Missouri 72764- Branch Rd. SPRINGDALE AR 1152 Grainger 85043- Branch 960 N. 51 at Ave PHOENIX AZ 2625 Grainger 2002 W. Rose Garden 85027- Branch Lane PHOENIX AZ 2620 Grainger 4465 E. Broadway 85040- Branch Rd. PHOENIX AZ 8892 Grainger 85233- Branch 775 E Baseline Rd GILBERT AZ 1203 Grainger 85713- Branch 3415 S. Dodge Blvd. TUCSON AZ 5434 Grainger 93309- Branch 3900 Easton Dr. BAKERSFIELD CA 1083 Grainger 93706- Branch 1335 Tuolumne St. FRESNO CA 2017 Grainger RANCHO 91730. Branch Hyssop Dr. CUCAMONGA CA 6108 Grainger 1220 151 E. Columbia 92507- Branch Ave. RIVERSIDE CA 2113 Grainger 92805- Branch 310 E. Ball Rd. ANAHEIM CA 6312 Grainger 91324 Branch W. Wmnetka Ave. NORTHRIDGE CA 3200 Grainger 90220- Branch 1050 W Walnut St COMPTON CA 5112 Grainger 93030- Branch 101 S. Rice Ave. OXNARD CA 7235 Grainger 90013- Bmnch 570 S. Alameda St. LOS ANGELES CA 1726 Grainger 10804 S. La Cienega 90304 Branch Blvd. INGLEWOOD CA 1113 Grainger 10137 S. Norwalk SANTA FE 90670- Branch Blvd.. SPRINGS CA 3325 Grainger 1554 BROOKHOLLOW 92705- Branch DR SUITE SANTA ANA CA 5508 Grainger 94577- Branch 444 Doolittle Dr. SAN LEANDRO CA 1016 Graing4520- 9 Branch 2288 Pike Ct. CONCORD CA 12511 Grainger WEST 95691- Branch 3691 Industrial Blvd. SACRAMENTO CA 3456 Grainger 93901- Branch 1334 Dayton St. SALINAS CA 4416 Grainger 91911- Branch 1150 Bay Blvd. CHULA VISTA CA 2601 Grainger Branch 1321 Linda Vista Dr. SAN MARCOS CA 92078- 3804 Low Sensitivity Zip Location Grainger Address city State Code 92111- Branch 8001 Raytheon Rd. SAN DIEGO CA 1608 Grainger 94010- Bronch 1360 Rollins Rd BURLINGAME CA 2410 Grainger 95131- Branch 2261 Ringwood Ave. SAN JOSE CA 1717 Grainger ROHNERT 94928- Bmnch 5760 Commerce Blvd PARK CA 1630 Grainger 95215- Bmnch 2501 Staaecoach Rd. STOCKTON CA 7909 Graing CITRUS 621- 95773 Branch 6412 Tupelo Dr. #G HEIGHTS CA Grainger 12871 Western Ave., GARDEN 92841- Bmnch Suite GROVE CA 4032 Grainger 80239- Branch 4885 Pads St. DENVER CO 2811 Grainger 80525- Bronch 4531 Innovation Dr. FORT COLLINS CO 3406 Grainger COLORADO 80907- Bronch 610 Popes Bluff Trail SPRINGS CO 3512 Grainger 80223- Branch 95 S. Tejon St. DENVER CO 1251 Grainger _ 80221- Bronch 6935 Broadwav DENVER CO 2849 Grainger 06473- Bronch 124 Universal Dr. NORTH HAVEN CT 3630 Grainger 06114- Branch 75 Maxim Rd. HARTFORD CT 1605 Grainger 19720- Branch 117 QujgIeV Blvd. NEW CASTLE DE 4103 Grainger 33966- Branch 12431 Metro Pkwv. FT. MYERS FL 1316 Grainger 32256- Bmnch 8450 Philips Hwy. JACKSONVILLE FL 8206 Grain er 9 33172- Branch 2255 NW 89TH Place DORAL FL 2428 Grainger 2131 SW 2nd St. Bldg POMPANO 33069- Branch 8 BEACH FL 3100 Grainger 1800 N. Florida Mango WEST PALM 33409- Branch Rd. BEACH FL 6406 Grainger 33147- Branch III NW 37TH Ave. MWMI FL 5838 rain Gger 2620 SW 17th Rd., Ste 34471- Bronch 300 OCALA FL 2096 Grainger 32811- Branch 4180 L B Mcleod Rd. ORLANDO FL 56951 Grainger WEST 32904- Branch 101 S. Wickham Rd. MELBOURNE FL 1131 Grainger 3924 W. Pensacola 32304 Branch St. TALLAHASSEE FL 2838 Zip Location Grainger Address City State Code 33762- Branch 12579 49TH St. N. CLEARWATER FL 4313 Grainger 6685 Whitfield 34243- Branch Industrial Ave. SARASOTA FL 4012 Grainger 1820 Tampa East 33619- Branch Blvd. TAMPA FL 3052 Grainger 4505 W. Hillsborough 33614 Branch Ave TAMPA FL 5441 Grainger 631 S. Marietta Pkwy 30060- Branch SE MARIETTA GA 2748 Grainger 3 Branch 6655 Crescent Dr NORCROSS GA 2934 Grainger 5300 Frontage Rd. 30297- Branch Suite A-1 FOREST PARK GA 2516 Grainger 30607- Branch 1205 Commerce Rd. ATHENS GA 1101 Grainger _ 31206- Branch 2048 Paul Walsh Dr. MACON GA 316it Grainger 1721 Marietta Blvd. 30318- Branch NW ATLANTA GA 3646 Grainger 30906- Branch 1516 Gordon Hwv, AUGUSTA GA 20 06 Grainger 1324 US Highway 80 _ 31408- Branch W GARDEN CITY GA 2547 Grainger 96819- Branch 2833 Paa Street HONOLULU HI 4406 Grainger 52404 Branch 71533RD Ave. SW CEDAR RAPIDS IA 3924 Grainger 52807- Branch 961 E. 53RD St. DAVENPORT IA 2633 Grainger 1811 E. Sheridan 50316- Branch Ave. DES MDINES IA 1803 Grainger 83706- Branch 55761rving St BOISE ID 1216 Grainger 60608- Branch 2356 S Ashland Ave CHICAGO IL 5304 Grainger DOWNERS 60515- Branch 2701 Oqden Ave. GROVE IL 17. Grainger MORTON 60053- Branch 8045 River Dr GROVE IL 2651 Grainger ARLINGTON 60005- Branch 475 E. Alaonauin Rd. HEIGHTS IL 4620 Grainger 60803- Branch 6001 W. 115TH St. ALSIP IL 5152 Grainger 60638- Branch 6450 S. Austin Ave. CHICAGO IL 5394 Grainger FRANKLIN 60131- Branch 3240 Mannheim Rd. PARK IL 1532 Grainger 60614 Branch 2221 N. Elston Ave. CHICAGO IL 2905 Low Sensitivity Zip Location Grainger Address city State Code 60087- Branch 3585 Sunset Ave. WAUKEGAN IL 3217 Grainger 1017 SW Jefferson 61605- Branch Ave. PEORIA IL 3948 Grainger 61108- Branch 5862 Harrison Ave ROCKFORD IL 8127 Grainger 46406- Branch 1701 Cline Ave. GARY IN 2225 Grainger 47715- Branch 837 N. Conoress Ave. EVANSVILLE IN 24525 Grainger 46202- Branch 1819 W. 16TH St. INDIANAPOLIS IN 2032 Grainger 46256- Branch 9210 Corporation Dr. INDIANAPOLIS IN 1017 Grainger 46628- Branch 1750 Commerce Dr. SOUTH BEND IN 1565 Grainger 56215- Branch 14790 W. 99TH St. LENEXA KS 1109 Grainger 67213- Branch 1920 S. West St. WICHITA KS 1108 Grainger 40511- Branch 1351 Georqetown Rd. LEXINGTON KY 2503 Grainger 40299- Branch 1901 Plantside Dr. LOUISVILLE KY 1919 Grainger 1508 Eraste Landry 70506- Branch Rd. LAFAYETTE LA 1989 Grainger 2502 S Cities Service 70663- Branch Hwy SULPHUR LA 6405 Grainger 71292- Branch 500 Thomas Rd. WEST MONROE LA 9454 Grainger 12455 Airline Branch Hiqhwav BATON ROUGE LA 70817 Grainger 70737- Branch 9506 Ashland Rd GONZALES LA 8097 Grainger 70123- Branch 825 Distributors Row NEW ORLEANS LA 3209 Grainger 70119- Branch 601 S. Gal —St. NEW ORLEANS LA 75117 Grainger 71109- Branch 5126 Hollywood Ave. SHREVEPORT LA 7716 Grainger 02062- Branch 428 University Ave. NORWOOD MA 2638 Grainger 01801- Branch 31 Cabot Rd. WOBURN MA 1003 Grainger 02149- Branch 160 Broadwav EVERETT MA 2460 Grainger 02472- Branch 400 Arsenal St. WATERTOWN MA 2805 Grainger 01104- Branch 790 Cottaqe St. SPRINGFIELD MA 3221 Zip Location Grainger Address City ANNAPOLIS State Code 20701- Branch 10981 Guilford Rd. JUNCTION MD 1125 Grainger 20706- Branch 4748 Forbes Blvd. LANHAM MD 4302 Grainger 21221- Branch 8820 Citation Road BALTIMORE MD 3101 Grainger 20850- Branch 701 Dover Road ROCKVILLE MD 1392 Grainger 21230- Branch 2100 Haines St. BALTIMORE MD 3206 Grainger 04103- Branch 425 Warren Ave. PORTLAND ME 1287 Grainger 1587 E. Whitcomb MADISON 48071- Branch Ave. HEIGHTS MI 1415 Grainger 481 74- Branch 6874 Middlebeh Rd. ROMULUS MI 2041 GraingBranchef 48335- 23800 Haggerty Rd. HILLS MI 2617 Grainger 25940 Groesbeck 48089- Branch Hwv. WARREN MI 4144 Grainger 481 04- Branch 2915 Boardwalk St. ANN ARBOR MI 6765 Graing Bran hef 2711 Lapeer Rd. FLINT MI 4354 Grainger 1201 W Lafayette 48226- Branch Blvd. DETROIT MI 3008 Grainger 3803 Roger B Chaffee 49548- Branch BE GRAND RAPIDS MI 3437 Grainger 49048- Branch 2476 Azo Dr. KALAMAZOO MI 9540 Grainger 48911- Branch 5617 Enterprise Dr. LANSING MI 4194 Grainger 48601- Branch 220 W. Morlev Dr. SAGINAW MI 9464 Grainger 55420- Branch 201 E. 78TH St. BLOOMINGTON MN 1249 Grainger 345 Plato Blvd E Ste 55107- Branch 120 ST. PAUL MN 1228 Grainger 2450 Annapolis Lane 55441- Branch N. PLYMOUTH MN 3600 Grainger 64127- Branch 2300 E. 18TH St. KANSAS CITY MO 2543 Grainger 63103- Branch 2227 Clark Ave. ST. LOUIS MO 2539 Grainger MARYLAND 63043- Branch 2535 Metro Blvd. HEIGHTS MO 2409 Grainger 808 N. Cedarbrook 65802- Branch Ave. SPRINGFIELD MO 2522 Grainger Branch 3551 1-55 S. JACKSON MS 39212- 4963 Low Sensitivity Zip Code 59101- Location Grainger Zip Location Grainger Address City State Address City State Code 11716- Branch 221 Moore Lane BILLINGS MT 3418 Branch 199 Orville Dr. BOHEMIA NY 2515 Grainger 28804- Grainger 11232- Branch 834 Riverside Dr. ASHEVILLE NC 3222 Branch 815 3rd Ave. BROOKLYN NY 1511 Graing house Graing 13700 Branch Blvd Suite L CHARLOTTE NC 28273 Bran hef 1999 Mt. Read Blvd. ROCHESTER NY Graing Graing 12619 Bran hef 1401 S. Mint St. CHARLOTTE NC 4135 Branch 430 W. Metro Park ROCHESTER NY Grainger 27406- Grainger EAST 13057- Branch 2506 Greenqate Dr. GREENSBORO NC 5241 Branch 6285 E. Mollo�(Rd. SYRACUSE NY 1037 Grainger 27616- Grainger 4420 Glendale Milford 45242- Branch 4820 Siqnett Dr. RALEIGH NC 2824 Branch Rd. CINCINNATI OH 3708 Graingef 2652 5203- 41131 Branch 505 Covil Ave. WILMINGTON NC Branch 939 W. 8th St. CINCINNATI OH Graing 52906 Graing N 44131- Branch 3825 12TH Ave. N. FARGO NO Branch 1035 Vallev Belt Rd. HEIGHTS OH 1432 Graing 611206 Graing 05- Branch 9345 J SL OMAHA NE Branch 420 Kennedy Rd. AKRON OH 44324 Grainer 3Df0 E. Industrial Park 053110 44706- Branch MANCHESTER NH BranchGraing 1721 6TH St SW CANTON OH 1203 Grainger SOUTH 011102 41434 Branch 1001 Hadlev Rd. PLAINFIELD NJ Branch 36401nterchange Rd. COLUMBUS OH Graing 0 Grainger 9 HuntIey 4 3229- Branch 308 Allwood Rd. CLIFTON NJ 1701 Branch Rd. Suite A COLUMBUS OH 10311 Graing501 Grainger 4 4- Branch 212 Industrial Way W. EATONTOWN NJ 2206 Branch 8700 LeSaint Drive FAIRFIELD OH 2260 GraingBranch er Bercik SE. Graing 44147 S to 19 ELIZABETH NJ 7201 Branch541 2321 Needmore Road DAYTON OH Grainger 43551- Grainger 08054- Branch 1300 Third St. PERRYSBURG OH 4349 Branch 819 E Gate Dr. MT. LAUREL NJ Grainger 87109 BranchGraing 360 Victoria Rd. YOUNGSTOWN OH 2026 Branch 3901 Osuna Rd. NE ALBUQUERQUE NM 4431 Grainger 4Pk14Will Rogers O L HOMA 73108- Branch1864 OK Grainger 87401- Grainger 74116- Branch 1201 San Juan Blvd. FARMINGTON NM 2723 Branch 10707 E. Pine St. TULSA OK 1547 Grainger 89102- Grainger 97217- Branch 2401 Western Ave. LAS VEGAS NV 4815 Branch 6335 N. Basin Ave. PORTLAND OR 3915 Graing8017- 86441 121117 Branch 900 Packer Wav SPARKS NV Bra chef 2011 Avenue C BETHLEHEM PA Grainger 2203- 15154 Grainger 111 501- Branch 35 Comorate Circle ALBANY NY Branch 415 W. 12TH St. ERIE PA 505 GraingBranch 15116 I 125318 50 McKesson Pkwv. BUFFALO NY Branch4225- 4320 Lewis Rd. HARRISBURG PA Grainger 11378- Branch 58-45 Grand Ave. MASPETH NY 3230 Grainger 19154 - Grainger 11747- Branch 10401 Drummond Rd. PHILADELPHIA PA 3805 Branch 1 Park Dr. MELVILLE NY 3035 Grainger 505 Saw Mill River 10523- Grainger 19032- Branch Rd. ELMSFORD NY 1009 Branch 1530 Delmar Dr. FOLCROFT PA 2102 4 Low Sensitivity Zip Location Grainger Address city State Code 19123- Branch 401 N. 8TH St. PHILADELPHIA PA 3902 201 RIDC Park West Grainger Dr. AIRPORT 15275- Branch LOCATION PITTSBURGH PA 1003 Grainger 15201- Branch 3150 Liberty Ave. PITTSBURGH PA 1416 Grainger 02888- Branch 78 Jefferson Blvd. WARWICK RI 1064 Grainger 7401 Pepperdam NORTH 29418- Branch Ave. CHARLESTON SC 8434 Grainger WEST 29169- Branch 550 Chris Dr. COLUMBIA SC 4669 Greinger 29607- Branch 730 Congaree Rd. GREENVILLE SC 3598 Grainger 5 Branch 500 E. 50TH St. N. SIOUX FALLS SD 063, Grainger 37406- Branch 902 Creekside Rd. CHATTANOOGA TN 1053 Grainger 37919- Branch 6500 Baum Dr. KNOXVILLE TN 7309 GraingBranch er Noncennah 3 8132- Blvd1 MEMPHIS TN 2106 Grainger 37210- Branch 1938 EIm Tree Dr. NASHVILLE TN 3718 Grainger 1021 Dr. M.L.K. Jr 37203- Branch Blvd. NASHVILLE TN 5741 Grainger 79110- Branch 5807 Canvon Dr. AMARILLO TX 3026 Grainger 7950 Research Blvd. 78758- Branch Ste 101 AUSTIN TX 8425 Grainger 77702- Branch 125 Sawyer St. BEAUMONT TX 2216 Grainger CORPUS 78408- Branch 430 Sun Belt Dr. CHRISTI TX 2411 Grainger 322 West Main Suites Branch 120 & 140 KENEDY TX 78119 Grainger 2251 E. Division St. 76011- Branch St.A ARLINGTON TX 6619 Grain er 9 1305 N. Interstate 75006- Branch 35E CARROLLTON TX 8628 Grainger 76104- Branch Grainger 300 W. Vicr Blvd 8321 John W FORT WORTH TX 1201 Branch Carpenter Fwy DALLAS TX 75247 Grainger 76106- Branch 5000 Northeast Pkwy FORT WORTH TX 1819 Grainger 75041- Branch 2701 W. Kingslev Rd. GARLAND TX 2406 Zip Location Grainger Address city State Code 76712- Branch 6901 Imperial Dr WACO TX 6813 Grainger 75237- Branch 4242 Platinum Way DALLAS TX 1618 Grainger 75074- Branch 2601 E. Plano Pow. PLANO TX 7416 Grainger 6006 E. Ben White 78741- Branch Blvd., Suite 500 AUSTIN TX 7504 Grainger 79935- Branch 1400 Lomaland Dr. EL PASO TX 5207 Grainger 77536- Branch 1251 Hall Court DEER PARK TX 6558 Grainger 77028- Branch 4545 Darien St. HOUSTON TX 5911 Grainger 77040- Branch 8200 Pinemont Dr. HOUSTON TX 6500 Grainger 77054- Branch 1222 S Loop W HOUSTON TX 4012 Grainger 77477- Branch 3900 Greenbrier Dr. STAFFORD TX 3919 Grainger 77090- Branch 16741 North Freeway HOUSTON TX 5105 Grainger 6050 Southwest 77057- Branch Freewav HOUSTON TX 7514 Grainger 77303- Branch 2323 N. Framr St CONROE TX 1754 Grainger 77094- Branch 17010 Kat Fwy. HOUSTON TX 1410 Grainger 1408 W %Ile Maria 77801- Branch Rd BRYAN TX 4213 Grainger 78041- Branch 610 Gale St. -REDO TX 6005 Grainger 75604 Branch 1507 W. Cotton St. LONGVIEW TX 5522 Grainger 79404 Branch 502 E. 40TH St. LUBBOCK TX 2816 Grainger 78501- Branch 921 E. Pecan Blvd. MCALLEN TX 5710 Grainger 4110 S. County Rd. 79706- Branch 1276 MIDLAND TX 3042 Grainger 78218- Branch 5011 Rittiman Rd. SAN ANTONIO TX 4638 Grainger 78229- Branch 4924 NW Loop 410 SAN ANTONIO TX 5312 Grainger SOUTH SALT 84119- Branch 2775 S. 900 W. LAKE CITY UT 2447 Grainger 84401- Branch 2958 South 1900 W. OGDEN UT 3228 Grainger 1401 Sewells Point 23502- Branch Rd. NORFOLK VA 2057 Low Sensitivity Zip Location Grainger Address city State 23223- Brench 2424 Maqnolia Court RICHMOND VA 2332 Grainger 22042- Branch 2947 Gallows Rd. FALLS CHURCH VA 1024 Grainger 20166- Branch 101 International Dr. DULLES VA 9442 Grainger 99301- Branch 3306 W. Marie St. PASCO WA 3899 Grainger 98424- Branch 2802 Pacific Hwy. E. FIFE WA 1021 Grainger Branch 6141 4th Avenue S SEATTLE WA 98108 Grainger 98201- Branch 3013 Walnut St. EVERETT WA 3846 Grainger 9 5706 E. Broadway Y SPOKANE 99212- Branch Ave. VALLEY WA 0912 Grainger 98188- Branch 6725 S. Todd Blvd. TUKWILA WA 4771 Grainger 54304- Branch 751 Morris Ave. GREEN BAY WI 4558 Greinger 54914- Branch 600 N. Lvnndale Dr. APPLETON WI 3021 Zip Location Grainger Address City State Code 53714- Branch 501 Atlas Ave. MADISON WI 3107 Grainger 53225- Branch 5819 N. 117TH St. MILWAUKEE WI 2245 Grainger N21 W23020 53188- Branch Watertown Rd. WAUKESHA WI 1001 Grainger 53202- Branch 202 N. Jackson St. MILWAUKEE WI 5903 Grainger 25387- Branch 30007TH Ave. W. CHARLESTON WV 1731 Grainger 25701- Branch 4403RD Ave. HUNTINGTON WV 1305 Grainger 82601- Branch 1110 Wilkins Circle CASPER WY 1331 Grainger 105 Ave Puerto Branch Conquistadores Catano Rico 962 Grainger Ave Algarrobos Edificio Puerto Branch 4 Mavaquez RicA 680 Grainger Puerto Branch Calla E Lote 4 y 5 Caguas Rico 725 Grainger Puerto Bran 1642 Suite 102 Ponce Rico 717 Low Sensitivity Certification 9424 CERTIFICATE OF EMPLOYEE INFORMATION REPORT RENEWAL This is to certify Rlal the contractor lisle slow has s0mmed an Employee Information Report pursuant to N.J.A.C. 17:27-1.1 et. seq. and the a'masurer has appm,sd said report. This approval will remain in effect for the period of 15-D 2021 to15- DEC -2024 It W. W. GRAINGER. INC. 100 GRAINGER PARKWAY LAKE FOREST IL 60045 5201 ELIZ ETHM ER MU010 State Treasurer 6) 4. RFP 240078 w CITY OF TUCSON REQUEST FOR PROPOSAL 240078 MAINTENANCE REPAIR AND OPERATIONS (MRO) SUPPLIES, PARTS, EQUIPMENT, AND MATERIALS Due Date: Thursday, March 28, 2024 City of Tucson 255 W Alameda St Tucson, AZ 85701 Procurement portal httos://secu re.orocurenow.com/portal/tucson-az Public Portal httos:Hsecure.orocurenow.com/portal/tucson- az/oroiects/62080 PUBLISH DATE: February 7, 2024 CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 2 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER Matthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH(520) 8374081 Attachments: A- OFFER_AND_ACCEPTANCE_RFP E - RFP 240078—Attachment E_OMNIA_Final G - FTA TERMS AND CONDITIONS H - 240078, Attachment H, Price Page CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 3 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 A. NOTICE A.1. CITY OF TUCSON NOTICE OF REQUEST FOR PROPOSAL NO 240078 TITLE: Maintenance Repair and Operations (MRO) Supplies, Parts, Equipment, and Materials SUBMITTAL DUE DATE: Thursday, March 28, 2024 AT 2:00 P.M. LOCAL AZ TIME PRE -SUBMITTAL CONFERENCE DATE: Tuesday, February 20, 2024 TIME: 10:00 am LOCAL AZ TIME LOCATION: MICROSOFT TEAMS VIRTUAL MEETING Meeting ID: 245 258 888 266 Passcode: S5V3ke Or call in (audio only) +1 213-293-2303 .535442474# United States, Los Angeles Phone Conference ID: 535 442 474# QUESTIONS SHALL BE DIRECTED TO: Matthew Sage (520) 837-4081 matthew.sage@tucsonaz.gov Posted Date: Wednesday, February 7, 2024 Competitive sealed offers for the material or service specified in this solicitation must be submitted through the City's online bidding system. No late submitted offer will be accepted or considered. Reponses submitted in physical form or by facsimile or email will not be considered. Offerors are cautioned to commence the submittal process sufficiently ahead of time to allow for unanticipated delays resulting from things like a slow internet connection, internet outage, difficulty uploading large documents, differing system requirements, etc. Questions about this solicitation must be addressed to the responsible Contract Officer listed herein CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 4 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 B. INTRODUCTION 13.1. Summary The City of Tucson is requesting proposals from qualified and experienced firms to provide MAINTENANCE, REPAIR AND OPERATIONS (MRO) SUPPLIES, PARTS, EQUIPMENT, MATERIALS AND RELATED SERVICES. The City of Tucson requires a contractor who provides a diverse and extensive supply of MRO products and services for delivery to various locations in the Tucson metropolitan area and for pickup at local storefronts. Requirements and qualifications are defined in detail in the Scope of Services Section of this Request for Proposal (RFP). The City seeks a firm that can supply the specified services, supplies, parts, equipment and materials and related services. B.2. Contact Information Matthew Sage Procurement Manager Email: matthew.saae()tucsonaz.aov Phone: (520) 837-4081 Department: Business Services BA Timeline CITY OF TUCSON BUSINESS SERVICES DEPARTMENT SHARED SERVICES PROCUREMENT DIVISION 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 Release Project Date Pre -Proposal Meeting (Mandatory) Question Submission Deadline Proposal Submission Deadline REQUEST FOR PROPOSAL NO. 240078 Page 5 of 45 RESPONSIBLE CONTRACT OFFICER: Matthew Sage PH:(520) 8374081 February 7, 2024 February 20, 2024, 10:OOam hllnTrr��nJyC�gwp$,/,�'AMI/mgg9_ iDin/19%3ameetino O c20W1 zVmt�tZGlv(Ji0 OYWY2LTIiMiYtYTMy,ZWY1 N1''hhY'A2%40threa d.v2/0?context=%7bA/ 22Tid % 22 )3a%22d21 e 59ec-c208-43eb-aaf1- cf06d9a196eO % 22 % 2c%220id % 22 % 3a % 221 d ce1b86-387e-4e62-b197- 798ed1fc7c55%22%7d March 7, 2024, 4:OOpm March 28, 2024, 2:00pm CITY OF TUCSON BUSINESS SERVICES DEPARTMENT SHARED SERVICES PROCUREMENT DIVISION 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 C. SCOPE OF WORK C.I. General Requirements A. GENERAL REQUIREMENTS REQUEST FOR PROPOSAL NO.240078 Page 6 of 45 RESPONSIBLE CONTRACT OFFICER: MaMew Sage PH:(520) 8374081 1. QUALIFIED FIRMS: Offerors should meet the minimum qualifications: a. Have a strong national presence in the MRO supply industry. b. Have a distribution model capable of delivering products nationwide. c. Have a demonstrated sales presence. d. Be able to meet the minimum requirements of the cooperative purchasing program detailed herein. e. Be able to provide the full range of products, equipment, parts, materials and services to meet the demands of the City and all agencies that opt to participate in the cooperative purchasing program with the City. 2. USAGE REPORT: The Contractor shall provide an electronic copy of a usage report upon request to the Agency Department of Procurement. The report shall provide complete information on the items purchased under this Contract. The Contractor should be able to provide a usage report by department. At a minimum for each item sold, the report should list the manufacturer name, model number, part number, item description, quantity sold, and total spend by department, division, ordering entity, etc. 3. EQUIPMENT/RECALL NOTICES: In the event of any recall notice, technical service bulletin, or other important notification affecting equipment purchased from this contract, a notice shall be sent to the Contract Representative. It shall be the responsibility of the contractors to assure that all recall notices are sent directly to the agencies Contract Representative. 4. WAREHOUSING, DISTRIBUTION AND SALES FACILITIES: The product specified in this solicitation is dependent upon an extensive manufacturer -to -customer supply chain distribution system. To be considered for award, each potential contractor is required to provide proof of an extensive distribution system. 5. DELIVERY: For City of Tucson purchases, MRO supplies shall be delivered to various City of Tucson stores locations and non -stores locations. All deliveries shall be made Monday through Friday from 8:00 a.m. to 3:00 p.m., Arizona Standard Time. 6. CATALOGS: Within 10 days after contract award, Contractor must submit complete price lists and catalogs of their product line in hard copy or on CD. Upon request from a using agency, Contractor shall provide, at no cost, these catalogs and price lists. An accessible public website that contains a downloadable catalog and price list or an interactive web Catalog and price list maybe provided in lieu of the above hard copy requirement. 7. WARRANTY: Offeror shall warrant that all equipment and parts furnished in their offer are newly manufactured and free from defects in material and workmanship for no less than one (1) year from the date the equipment is delivered or installed. Warranty shall also CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 7 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: MaMew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 guarantee accepted trade standards of quality, fitness for the intended uses, and conformance to promises or specified specifications. No other express or implied warranty shall eliminate the vendor's liability as stated herein. PRODUCT REQUIREMENTS: 1. PRODUCTS: A complete and comprehensive line of quality made MRO supplies to support the daily maintenance, repair and operations functions of the agency. The categories include but are not limited to the following. a. Motors and Power Transmission- General, Definite Purpose and HVAC motors, gear motors, bearings, V-belts and accessories. b. Electrical Supplies — Distribution, controls, wire, cable, voice & data and supplies. c. Lighting — Lamps, ballasts, fixtures, task lighting, Flashlights and batteries. d. Tools — Hand, power, outdoor and automotive tools and tool storage. e. Measuring Tools & Test Instruments — Calipers, gauges, inspection, micrometers and multimeters. f. Pneumatic — Pneumatic tools and system components, air compressors and hydraulics. g. Machining and Cutting Tools — Drill bits, taps, dies, blades, counterbores, countersinks and abrasives. h. Material Handling, Storage and Packaging — Ladders, hoists, shelving, storage, furniture, packaging, casters, cart, trucks and drums. i. Welding — Welding equipment and supplies. j. Fasteners and Adhesives — Nuts, bolts, washers, screws, hooks, Flat stock, raw materials (metal, rubber, plastic), glue and cement. k. Lubricants, Sealants and Paint - Grease, oil, penetrates sealants, caulk and paint. I. Safety and Security Supplies — Spill containment, storage, fire protection, person protective equipment, instrumentation, signs, labels, tags and security. m. Cleaning Equipment and Supplies — Chemicals, equipment, restroom, paper, waste containers, cleaning. n. HVAC Supplies — Controls, heaters, air conditioning, air treatment, fans, ventilators and blowers. o. Pumps and Plumbing — Submersible, centrifugal, water system and positive displacement pumps, pipe, valves, fittings, heaters, coolers, filtration and faucets. p. Emergency Preparedness — Sandbags, first -aid supplies, disaster recovery products etc. q. Other Categories 2. CURRENT PRODUCTS: All products being offered in response to this solicitation shall be in current and ongoing production; shall be formally announced for general marketing CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 8 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 purposes; shall be a model or type currently functioning in a user (paying customer) environment and capable of meeting or exceeding all specifications and requirements set forth in this solicitation. 3. DEFECTIVE PRODUCT: All defective products shall be replaced and exchanged by the Contractor. The cost of transportation, unpacking, inspection, re -packing, re -shipping or other like expenses shall be paid by the Contractor. All replacement products must be received by the City within seven (7) days of initial notification. 4. PRICING: Prices/discounts shall remain firm and will include all charges that may be incurred in fulfilling requirement(s) for the twelve-month period following contract award. Where applicable, pricing shall be determined by applying Offerors discounts to the prices listed on their manufacturer's price lists, retail price sheets, catalogs or by utilizing the reduced net pricing schedule. 5. SALES PROMOTIONS: In addition to decreasing prices for the balance of the Contract term due to a change in market conditions, a Contractor may conduct sales promotions involving price reductions for a specified lesser period. Contractor offer Participating Public Agencies competitive pricing which is lower than the not -to -exceed price set forth herein at any time during the Contract term and such lower pricing shall not be applied as a global price reduction under the Contract. 6. COMPLETE PRODUCT OFFERINGIBALANCE OF LINE: Each Contractor awarded an item under this solicitation may offer their complete product and service offering/balance of line. C. SERVICE REQUIREMENTS: The City is interested in evaluating the following categories of value -add services for inclusion in this contract. The categories include, but are not limited to, the following. 1. Sourcing: a. from non -catalog suppliers, b. of line card extensions of catalog suppliers, c. for custom products, and d. or OEM repair parts and accessories. 2. Software Punch Out: The capability of your electronic ordering system to interface with an agencies inventory software system. 3. Installation, Repair, Maintenance and Turn -Key Solutions and Services: The ability to provide installation, repair, maintenance and tum-key solutions and services through Contractors business units, authorized manufacturer's facilities or other avenues. 4. Inventory Solutions: Provide inventory management solutions for stock rooms, warehouses, mobile service vehicles, emergency preparedness supplies, and supply vending machines. 5. Small Business Program: The ability to incorporate small business enterprises into your distribution, sales and product offerings. 6. Green/Sustainability Program: CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 9 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 a. Policies: Efforts and policies pertaining to green and sustainability. b. Products: Impact on product offerings. c. Distribution: Impact in distribution. d. Recycling of Lamps: The ability to recycle lighting and electronic products. e. Lighting and Energy Audits: The ability to perform lighting and energy audits. f. Certifications: The industry recognized certifications and standards obtained. 7. Training & Education: The ability to provide on -site and/or online training and educational programs/seminars. 8. Customer Support Services: The policies on replacements, returns, restocking charges, after hours service, after sales support, out of stock, order tracing, technical feedback, quality assurance for orders and drop shipments. 9. Consulting Services: Consulting and analysis of above listed services and solutions, as well as other value -add services not included above. 10. Other Services: Other value -add services not included in above categories. C.2. National Cooperative Contract - CIMNIA Partners The City of Tucson, AZ, as the Principal Procurement Agency, defined in ATTACHMENT E, has partnered with OMNIA Partners, Public Sector ("OMNIA Partners") to make the resultant contract (also known as the "Master Agreement' in materials distributed by OMNIA Partners) from this solicitation available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit ('Public Agencies"), through OMNIA Partners' cooperative purchasing program. The City of Tucson, AZ is acting as the contracting agency for any other Public Agency that elects to utilize the resulting Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners (a "Participating Public Agency") and by using the Master Agreement, any such Participating Public Agency agrees that it is registered with OMNIA Partners, whether pursuant to the terms of a Master Intergovernmental Cooperative Purchasing Agreement, a form of which is attached hereto on ATTACHMENT E, or as otherwise agreed to. ATTACHMENT E contains additional information about OMNIA Partners and the cooperative purchasing program. OMNIA Partners is the largest and most experienced purchasing organization for public and private sector procurement. Through the economies of scale created by OMNIA Partners public sector subsidiaries and affiliates, National IPA and U.S. Communities, our participants now have access to more competitively solicited and publicly awarded cooperative agreements. The lead agency contracting process continues to be the foundation on which we are founded. OMNIA Partners is proud to offer more value and resources to state and local government, higher education, K-12 education and non -profits. OMNIA Partners provides shared services and supply chain optimization to government, education and the private sector. With corporate, pricing and sales commitments from the Contractor, OMNIA Partners provides marketing and administrative support for the Contractor that directly promotes the CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 10 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: MaMew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH(520) 8374081 Supplier's products and services to Participating Public Agencies through multiple channels, each designed to promote specific products and services to Public Agencies on a national basis. Participating Public Agencies benefit from pricing based on aggregate spend and the convenience of a contract that has already been advertised and publicly competed. The Contractor benefits from a contract that generally allows Participating Public Agencies to directly purchase goods and services without the Supplier's need to respond to additional competitive solicitations. As such, the Contractor must be able to accommodate a nationwide demand for services and to fulfill obligations as a nationwide Contractor and respond to the OMNIA Partners documents (ATTACHMENT E). Although the scope of work reflects the needs and requirements of the City of Tucson, OMNIA Partners Participating Agencies may have different requirements. The awarded vendor will have the ability to offer their comprehensive product line nationally. Participants may elect to negotiate certain terms to conform to their purchasing and contracting requirements. The City of Tucson anticipates spending approximately $4 million over the full potential Master Agreement term for MRO Supplies and Related Services. While no minimum volume is guaranteed to the Contractor, the estimated annual volume of MRO Supplies and Related Services purchased under the Master Agreement through OMNIA Partners Public Sector is approximately $250 million. This projection is based on the current annual volumes among the City of Tucson, other Participating Public Agencies anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marketing approach between the Contractor and OMNIA Partners. CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 11 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: MaMew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 D. INSTRUCTIONS TO OFFERORS D.1. DEFINITION OF KEYWORDS USED IN THE SOLICITATION For purposes of this solicitation and any subsequent contract, the following terms have the meanings set forth below: City:The City of Tucson, Arizona Contract:The legal agreement(s) executed between City and the Successful Offeror(s). The Contract will be deemed to include all the conditions and requirements set forth in this solicitation and any Addenda to the solicitation, all the Special Terms and Conditions and Standard Terms and Conditions, and all the terms of the Offer submitted by Offeror as finally negotiated and accepted by the City. Contractor/Consultant:A Successful Offeror that enters into a Contract with the City. Contract Representative:The City employee or employees who have been designated to act as the City contact for this solicitation process and who are responsible for monitoring and overseeing the Contractor's performance under the Contract. Business Services Director:The contracting authority for the City, authorized to sign contracts and addenda thereto on behalf of the City. May: Indicates something that is not mandatory but permissible. May not:The indicated party is prohibited from taking the action. Must: The action or condition is required. Offer:Any proposal, statement of qualifications, bid, or other submission provided by an Offeror in response to this Solicitation. Offeror: Each individual or entity that submits an Offer in response to this solicitation. Successful Offeror: An Offeror who received a Notice of Award or a Notice of Intent to Award from the City. Will:The indicated party is promising to take the action or abide by the condition. D.2. PRE -SUBMITTAL MEETING A Pre -Submittal Meeting will be held at the date and time stated on the cover page of this solicitation, if such a date and time is provided. Attendance at this meeting is not mandatory, but written minutes and/or notes regarding the meeting will NOT be provided, so attendance is encouraged. The purpose of this meeting will be to clarify the contents of this solicitation in order to prevent any misunderstanding of the City's position. D.3. INQUIRIES Any questions about this solicitation or the proposed Contract must be presented at the Pre -Submittal Meeting, if there is one (see above), or submitted in writing, via email, or through the online bidding system, to the Contract Officer by the Question Submission Deadline. The email must refer to the solicitation number and the paragraph number of the provision that the question concerns. The Contract CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 12 of 4S SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 Officer may respond by email or may, if they deem it appropriate, address the question in a solicitation addendum or response through the question and answer portal in the online bidding system. Offeror may not rely on oral interpretations or clarifications about the solicitation; only questions answered in an email by the Contract Officer, posted through the online bidding system, or posted as a formal solicitation addendum will be binding. D.4. ADDENDUM OF SOLICITATION Solicitation Addenda will be posted on the City's link to the online bidding website. Offeror is responsible for checking the webpage regularly for new solicitation addenda and must acknowledge each addendum to this solicitation in its submittal. Please note that vendors who have registered with the Business Services Department at httos://procurement.or)enaov.com/Dortalucson-az and follow the City of Tucson will receive email notifications of solicitation addenda. D.5. UNDERSTANDING SCOPE OF WORK Before submitting an Offer to this solicitation, Offeror must familiarize itself with the Scope of Work, laws, regulations, physical conditions, and other factors affecting the obligations — including the expense and difficulty of fulfilling those obligations —that Offeror will have underthe Contract if awarded to Offeror. No adjustment to the financial or other terms of the Contract will be justified by Offeror's failure to fully understand or appreciate the Contract requirements or other factors affecting Contract performance. D.6. PREPARATION OF OFFER A. Form and Organization. If Offer forms are included in this Solicitation, Offeror's Submittal must be on those forms. Supporting documentation must be arranged in a manner that follows and clearly refers to corresponding sections of the solicitation. Offeror may copy the submittal forms in order to complete them electronically but may not alter or rearrange them or change any paragraph designations. B. Confidential Information. Any information in its submittal that Offeror wishes to be treated as confidential must be clearly marked "CONFIDENTIAL." C. Offer Contents. Offeror's submittal must contain responses to all sections of this solicitation, any Offer forms provided must be completed and any requested supporting documentation must be attached. D. Signatures. Offeror must include in their submittal signed copies of the Offer and Acceptance page. Any cover letter accompanying the proposal documents must be signed. Offeror must initial each erasure, interlineation or other modification in the submittal. The person signing and initialing on behalf of Offeror must be a person authorized to legally bind Offeror. E. Prices. Where a unit price is provided it will govern over any erroneous extension of the price. F. Time Periods. Periods of time, stated as a number of days, will be calendar days unless specifically stated otherwise. G. Accuracy. Mistakes in preparation of its submittal confers on Offeror no right to modify or withdraw its submittal after the Submittal Deadline. CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 13 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 H. Cost of Preparation. The City will not reimburse Offeror for the cost of developing, presenting, submitting or providing any response to this solicitation. I. Subcontractors. Offeror must, in their submittal, list any subcontractors that it will utilize in the performance of the Contract if they are awarded the Contract and must describe their qualifications in detail. J. Incomplete Information. Failure to include all requested information may have a negative impact on the evaluation of Offeror's submittal. D.7. PAYMENT DISCOUNTS Payment discount periods shall be computed from the date of receipt of the material/service or correct invoice, whichever is later, to the date City's payment warrant is mailed. Unless freight and other charges are itemized, any discount provided shall be taken on full amount of invoice. Payment discounts of twenty-one calendar days or more shall be deducted from the proposed price in determining the price points. However, the City shall be entitled to take advantage of any payment discount offered by a vendor provided payment is made within the discount period. The payment discount shall apply to all purchases and to all payment methods. D.8. TAXES The City is exempt from federal excise tax, including the federal transportation tax, but is not exempt from any other taxes, including state and local sales and excise taxes. DIPM=*AA =I i 11L07: Rb 11SI6191: Y 0;?-. 31 :J:Z111TI1-1L07:1.1 By submitting an offer in response to this solicitation, Offeror is offering to enter into the Contract with the City. If Offeror wishes to modify any Contract terms and conditions, Offeror must, in its Offer, clearly identify the changes it is requesting. No requested modification will be deemed accepted by the City unless and until the City's Business Services Director or their designee expressly accepts it in writing. D.10.PUBLIC RECORD Any documents submitted by Offeror in response to this solicitation will become the property of the City. Except as set forth below with respect to Confidential Information, the Submittal will be deemed to be a public record available for review by the public after the award notification. D.11. CONFIDENTIAL INFORMATION The City is obligated to abide by the Arizona Public Records Law, A.R.S. §§ 39-101 through 39-161. If Offeror believes that any portion of its Offer, specification, protest or correspondence contains information that is confidential and subject to being withheld from disclosure in the event that the City receives a public records request to which the record is responsive, Offeror must, when the record is submitted, provide the Contract Officer written notification of that fact. The records or portions of records that Offeror wishes to be treated as confidential must also be clearly marked "CONFIDENTIAL" on their face. Pricing will not be treated as confidential. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 14 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: MaMew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 If the City, after award notification, receives a public -records request the scope of which includes a document submitted by Offeror and marked "CONFIDENTIAL", the Contract Officer will make a written determination regarding whether the document will be provided to the requestor. If the Contract Officer determines that the document should be released, City will notify Offeror in writing. Unless Offeror, within 10 days after the date of that notice, obtains and provides to City an order from a court of competent jurisdiction prohibiting the City from releasing the documents, the City may release the documents without any liability to Offeror. D.12. WHEN AND HOW TO SUBMIT OFFERS In order to be considered, Offeror must, no later than the Offer Submittal Deadline, submit its Offer electronically through the City's online bidding system:.httDs://Drocurement.ODenaov.com/Dortalucson- az. NOTE: THE ENTIRE OFFER MUST BE IN ""SUBMITTED"" STATUS IN THE CITY'S ONLINE BIDDING SYSTEM IN ORDER TO BE CONSIDERED. RESPONSES THAT HAVE BEEN CREATED IN THE SYSTEM, BUT THAT ARE NOT IN ""SUBMITTED"" STATUS BY THE OFFER SUBMITTAL DEADLINE WILL NOT BE CONSIDERED. DA3. CERTIFICATION OF NONCOLLUSION; CONFLICTS OF INTEREST Offeror will not communicate, orally or in writing, with any member of the Mayor and Council, or with any City staff outside the Procurement Division of the Business Services Department, regarding this Solicitation. By submitting an Offer, Offeror warrants that: A. Preparation and submission of the submittal did not involve collusion or other anti -competitive practices. B. Offeror has not given, offered to give, nor intends to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, meal or service to a public servant in connection with this solicitation. C. No person has been employed or retained to solicit or secure a Contract under this solicitation upon a promise of a commission, percentage, brokerage, or contingent fee. D. No employee of the City involved in this Solicitation process, or any family member of such an employee, has any substantial financial interest in Offeror's firm. No member of the City of Tucson Mayor and Council who has, or whose family member has, any substantial financial interest in Offeror's firm will participate in any action taken by the Mayor and Council with respect to this Contract. The terms "relative" and "substantial interest" have the meanings assigned in A.R.S. § 38-502 The City may disqualify Offerorfrom further participation in the solicitation process if the City determines that any City employee or official involved in this Solicitation process has an actual or apparent conflict of interest or if Offeror has engaged in any collusion or anti -competitive practices. CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 15 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: MaMew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 D.14. WITHDRAWAL OF OFFER; BINDING OFFER By submitting an Offer in response to this Solicitation, Offeror is offering to enter into the Contract with the City. Offeror may withdraw a submitted Offer at any time prior to the Offer Submittal Deadline. Telephonic or oral withdrawals are not effective. Offeror cannot withdraw an Offer that is in "submitted" status as of the Offer Submittal Deadline unless the Director of the Business Services Department consents in writing to the withdrawal. The Offer will be irrevocable for 90 days after the Offer Submittal Deadline. D.15. DISCUSSIONS The City may, at its discretion, conduct discussions with Offeror for the purpose of eliminating minor irregularities, informalities, or apparent clerical mistakes in Offeror's Submittal in order to clarify the offer and assure full understanding of, and responsiveness to, solicitation requirements. D.16. VENDOR REGISTRATION; BUSINESS LICENSE In order to be eligible for award of a Contract, Offeror must A. Register with the City's Business Services Department. Registration can be completed at httr)s:/Iorocurement.00enaov.com/i)ortalucson-az. B. Obtain a City of Tucson Business License or a written determination from the City's Business License Section that a license is not required. For questions contact the City's Business License Section at (520) 791-4566 or email at license0tucsonaz.aov CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 16 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: MaMew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 E. OFFER EVALUATION AND CONTRACT AWARD E.1. PROPOSAL EVALUATION CRITERIA — (listed in relative order of importance) A. Method of Approach B. Price Proposal C. Qualifications & Experience E.2. INTERVIEWS The City may interview some or all of the offerors at any point during the evaluation process. If interviews are conducted, information provided during the interview process will be taken into consideration in the evaluation process. The City will not reimburse the Offeror for any costs Offeror incurs during its participation in the interview process. E.3. ADDITIONAL INVESTIGATIONS The City may undertake any additional investigations it deems appropriate to evaluate the competence and financial stability of any offeror. EA. OTHER INFORMATION Information that evaluation committee members have about an offeror beyond what is provided in the offeror's Offer may be taken into consideration during the evaluation process. E.5. PRICE A. Tax Offset Policy. If applicable under Section 28-18(6) or Section 28-17(7)(d) of the Tucson Procurement Code, the City will include the amount of all business privilege taxes other than the City's in evaluating the pricing component of each Offer. B. Payment Discounts. Any discounts offered by Offeror for payments made within 21 calendar days or more will be deducted from the proposed price in evaluating an offeror's pricing. However, the City may take advantage of any early- or timely -payment discounts offered by a vendor. Any proposed payment discount will apply to all purchases and to all payment methods E.6. CITY'S RIGHT TO WAIVE DEFECTS OR REJECT OFFERS Notwithstanding any other provision of this solicitation, the City may: A. Waive any immaterial defect or informality; or B. Reject any or all submittals, or portions thereof; or C. Reissue the solicitation. CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 17 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: MaMew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 E.7. CONTRACT NEGOTIATIONS At the City's discretion, it may negotiate with one or more responsible offerors to agree upon the final conditions, terms and price of the Contract. In doing so, the City will treat offerors fairly and will not disclose to any offeror information from responses submitted by other offerors. Exclusive or concurrent negotiations do not constitute a contract award and do not confer any rights to the offerors participating in such negotiations. In the event the City deems that negotiations are not progressing, the City may formally terminate these negotiations and may enter into concurrent or exclusive negotiations with the next most qualified firm(s). E.8. AWARD OF CONTRACT A Contract is created when, and only when, it is formally awarded, which occurs when the Business Services Director and the City Attorney sign the Offer and Acceptance page of the Successful Offeror's submittal. When a Contract is awarded, the City will send the Contractor a Notice of Award. The City may first issue a Notice of Intent to Award to the Successful Offeror(s). Offeror, if it receives a Notice of Intent to Award from the City, must sign and file with the City, within ten (10) days after receipt of the Notice, all documents necessary for execution of the Contract. A Notice of Intent to Award does not create a contract. Only a subsequent formal award, as described above, creates a Contract. E.g. MULTIPLE AWARDS The City, at its sole discretion, may award multiple Contracts. E.10. SUBMITTAL RESULTS After the City issues a Notice of Award, the City will post the name(s) of the Successful Offeror(s) on the Business Services Department's Internet site at httDS://Drocurement.ODenaov.com/Dortalucson- az/contracts =9IM:J:Z11S0*-A&: Any interested parry, may, in accordance with Article IX of the Tucson Procurement Code, protest either this solicitation or the award of a Contract under this solicitation. A protest based on alleged improprieties in this solicitation must be filed no later than five (5) working days before the Proposal Submittal Deadline. A protest of a proposed or actual award must be filed no later than ten (10) calendar days after the City issues a Notice of Intent to Award or, if no Notice of Intent to Award is issued, after the City issues a Notice of Award. A protest must be made in writing and filed with the Contract Officer. It must include: A. The name, address, and telephone number of the protestant; B. The signature of the protestant or its representative; C. The solicitation or Contract number; D. A detailed statement of the legal and factual grounds for the protest along with copies of all relevant documents; and CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 18 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER MaBhaw Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH (520) 8374081 E. The form of relief requested. CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 19 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: MaMm Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH (520) 8374081 F. EVALUATION PHASES CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 20 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 1. Method of Approach N/A N/A A. Method of Approach Provide a response to the national program a. Include a detailed response to Attachment F, Exlnblt A, OMNIA Partners Response for National Cooperative contract Responses should highlight experience, demonstrate a strong national Presence, describe how offeror wtll educate us national sales force about the contract, describe how products and services will be distributed nationwide, include a plan for marketing the products andservices nationwide, and describe how volume will be tracked and reported to OMNIA Partners. b. The successful offeror will be required to sign Attachment F, Exhibit B, OMNIA Partners Admmrstration Agreement Offemrs should have any reviews required to sign the document prior to submitting a response. Offeror's response should mclude any proposed exceptions to the OMNIA Partners Administration Agreement. C. The successful offeror will be required to fill out Exhibit F — Federal Funds Cenification and Exhibit G — New Jersey Business Compliance as part of the response. d. Describe and provide an of any aample dditional agreements that may be required for Participating Public Agencies. CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 21 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 2. Product I a. Provide a detailed written response abating how the products offered will meet the requirements of this solicitation. Offerors shall provide the proposed product lines that will meet the Product Requirements of this sokcda0on. Offerors shall d eri fy and describe that, MRO categories For each proposed category, describe in tletail antl provide at a min= the following types of information' I. Identification and description of product categones offered II. Identificat on and description of sub categories III. Identification and description of anuf—rers within each sub category b. Wnat is the total number of products offered in your catalog? Are all catalog products stocked in your distribution warehouses? C. How are green products identified in your catalog? Online ordering? d. Do you offer "Private Line' products? Please describe. e. Sub all information that will aid the City in evaluating your proposal 3. sarvices a. Provide a detailed written response illustrating how the services offered will meet the requirements of CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 22 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 this solicitation. Offerors shall provide the proposed services that will meet the Service Requirements of this solicitation. For each proposed category, describe and/or provide details explaining your capabilities In your response mctude information such as: i, Policies and programs detailing your efforts in these a ears. ��. Wealum explaining yourcapabilities. III. Submit all mformabon that will aid the Cityin evaluating your proposal. b. Describe how you will roll out your program to City of Tucson staff. Include in your discussion training, education. meetings, information gathering, annual contract awareness event, etc. C. Describe how you will develop and maintain relationships with key department end users to overt sales to this contract, offer relevant solutions, problem solve, introduce new products or services, etc. d. Describe your sales and reporting capabilities. What level of detail is available? 4. Ordering and Invoices a. Describe your ordering capacity (retal locations, telephone, fax, internet, etc.). Provide details of the capabilities of your E Commerce website including ability to display contract pricing, CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 23 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 oMme ordering, order tacking, search options, order history, technical assistance, lists, technical data and documentation, identification of alternate green products, etc. b. Describe your invoicing process. Is electronic invoicing available? Is sund marym cing vailab la' Are there other options on how an agency receives an in- iw7 Submit sample C. Describe how problems— uch as a customer ordering a wrong product, a customer receiving a defective or wrong product; etc —are resolved. d. Describe how your firm es pedormance including identification, calculation, tacking and reporting of measurements. What is your stock fill percentage rate, byline item, of the orders filled without backorders? B. If providing for natal location purchases, describe how agencies choosing to pickup products al a retail location will nacewe the coned contract pricing. f. Describe your process for identifying out of stock items and the options available to ordering agencies, such request a back ordered item, requesting substitute item and cancelling the item from the order. 5. OtherNalue Add a. Describe any government rebate or CITY OF TUCSON BUSINESS SERVICES DEPARTMENT SHARED SERVICES PROCUREMENT DIVISION 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 governmenti nt inceve programs applicable b. Describe how your firm will meet the monthly usage reporting criteria. Submd a sample report. C. Please include any vale -added services that have not been listed in the scope of work. Services could include, but not limded to, safety shoe program, additional inventory management, mergency preparedness services, safety glove programs CITY OF TUC -SON BUSINESS SERVICES DEPARTMENT SHARED SERVICES PROCUREMENT DIVISION 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 REQUEST FOR PROPOSAL NO.240078 Page 24 of 45 RESPONSIBLE CONTRACT OFFICER: Mat0iew Sage PH'(520) 8374081 REQUEST FOR PROPOSAL NO. 240078 Page 25 of 45 RESPONSIBLE CONTRACT OFFICER: Matthew Sage PH:(520) 8374081 2. Price Proposal N/A N/A A. Price Proposal Provide a price proposal as requested on the Attachment H — Price Page Core Lists a. Market Basket — Provides for the deepest discounts, as listed on the category discount sheet, on a variety of products to agencies net, nwide. Products m this list represent the largest annual spend in terms of dollars and/or highest volume in terms of quantity Pricing for Market Basket dems shall be provided to all Partiapatmg Agencies. b. Functional Alternatives — Provide items which can be substitutes for the responding items on the Markel Basket which might provide better value but meet the same need. Items in the Functional Alternatives section of the price page will be evalnoted as value -add items for the National Program. Pnang for Functional Alternatives shall be provided to all Participating agencies. I. Using Attachment H, Price Page, _.Plate the columns specified esulting In the proposed discount and net contract price for items offered nationally. ii. Using Attachment H, Price Page, omplete the Category Discount page listing the percentage off discount price for each category provided. CITY OF TUCSON BUSINESS SERVICES DEPARTMENT SHARED SERVICES PROCUREMENT DIVISION 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 III. How often does the Offeror propose to update this list? Are the certain products that should be updated more frequently than others? C. Customized Core List by Agency, individual local and state departments, and regional core hi In addition to the National Core List, Offerors may provide customized core hers to agencies. i, Describe Offeror's ability to provide customized core lists to agencies, II. The number of items Offeror proposes to provide on a customized core list. III. How often does the Offeror propose to update customized core Isis M Describe any agency size or volume limitations. V. Seasonal or Special Pricing. Describe any programs offered to promote special pricing to Padicipating Agencies. 2. Describe lww services proposed will be priced. 3. The City's expectation is that the proposed pricing shall include delivery to Tucson and Parnapating Public Agencies. Based on your distribution network, explain the Impact of such pricing to Me City, Parhapatng Public Agencies residing in large metropolitan areas and Participating Public Agencies residing in rural areas. Propose an optimal CITY OF TUCSON BUSINESS SERVICES DEPARTMENT SHARED SERVICES PROCUREMENT DIVISION 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 solubon(s) that would provide ParOapabng Public Agencies with the best pricing including freight costs. 4. Propose a plan to adjust pricing as market conditions change. The plan must be verifiable and auditable Identify calculation, formula, components, index, etc. J. State if pricing is most favorable offered to government agencies. Describe how your firm will ensure this contract will contmually offer the best pricing available to Participating Public Agencies. 6. Provide details of and propose additional discounts for volume onde special anufacturer s offers, m order quantity, free gootla program, total annual spend, etc. 7. Provide information on any ordering methods — such as electronic ordering or payment via pCard or EFT_ or other toted. which entitle Me using agency to additional discounts off of a anufacturers price list. If so, please provide the percentage discount. 8. Provide proposed Payment Terms. REQUEST FOR PROPOSAL NO.240078 Page 26 of 45 RESPONSIBLE CONTRACT OFFICER: Matthew Sage PH:(520) 8374081 REQUEST FOR PROPOSAL NO. 240078 Page 27 of 45 RESPONSIBLE CONTRACT OFFICER: Matthew Sage PH:(520) 8374081 CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 28 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Mathew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 lifications & Experience N/A N/A A. Qualifications and Experience 1. Provide a brief history and description of your company. 2. Provide a statement of your annual sales for the past 3 years. 3. Highlight experience and strong national presence in the MRO industry 4. Provitle the total number and location of sales persons employed by your firm. 5. Number and location of support centers (if applicable). 6. Describe the qualfications of your sales personnel and technicians. 7. Provide a listing of key personnel who may be assigned to the Oty's ontract. Include their title wdhm your organization and Me description of the type of work they may perform. Please identify an executive corporate sponsor who will be responsible for Me overall management of the awarded Master Agreement. 8. Summarize your experience in providing product and ouwnesimilar to that a ithe Scope of Work. Provide a minimum of three references for which you have provided similar products and s. References from other public agencies, Pon Wary municipal governments, are preferred. Please include company name, address, phone, email, and contact person. 9. Please submit any additional Information that you feel is applicable to your qualifications and experience. CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 29 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Mathew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 G. SPECIAL TERMS AND CONDITIONS G.1. COOPERATIVE PURCHASING Contractor will, when requested, provide goods and services at the same prices and under the same terms and conditions as set forth in this Contract to any public or nonprofit agency that, at the time of request, has a Cooperative Purchasing Agreement with the City or participates in the Strategic Alliance for Volume Expenditures (SAVE) cooperative. See htto://www.tucsonprocurement.com/coop Dartners.aspx and click on "Cooperatives" for a list of agencies that have Cooperative Purchasing Agreements with the City; see htto://www.mesaaz.aov/home/showdocument?id=23638 for a list of agencies participating in SAVE. These lists are subject to change. Contractor may, however, charge an agency that is outside the Tucson Metropolitan Area for additional out-of-pocket expenses that will be incurred by Contractor in providing goods and services to the agency (i.e., freight charges, travel related expenses, etc.). Each participating agency that orders goods or services under this Contract as provided above is solely responsible for paying Contractor for those goods and services. The City is not responsible for any disputes arising out of transactions made by others. G.2. FOB DESTINATION FREIGHT PREPAID Prices shall be FOB Destination Freight Prepaid to the delivery location designated. Contractor shall retain title and control of all goods until they are delivered and the Contract of coverage has been completed. All risk of transportation and all related charges shall be the responsibility of the Contractor. All claims for visible or concealed damage shall be filed by the Contractor. The City will assist the Contractor in arranging for inspection. G.3. FEDERAL TRANSIT ADMINISRATION (FTA) REQUIREMENTS Any contract awarded pursuant to this solicitation will contain the FTA Terms and Conditions listed in the corresponding attachment titled, "FTA Terms, Conditions and Certifications". GA. PRICE ADJUSTMENT At least 90 days before the date that the Contract is eligible for extension, Contractor may submit to the Contract Officer a request for price adjustments based on documented increased Contractor costs and the City may, at its discretion, make price adjustments, which will apply during the extension term. G.5. TERM AND RENEWAL The term of the Contract will commence when awarded to Contractor and remain in effect for a period of three (3) years, unless terminated, canceled or extended as otherwise provided herein. The City may, at its sole option, extend the Contract's term for up to two (2) additional one-year periods or portions thereof. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 30 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 The Contractor shall have the right to enter local "service" agreements with Participating Public Agencies accessing the contract through OMNIA Partners, please reference OMNIA Partners Attachment F, Exhibit A, 1.4 Award Basis, 2nd paragraph. G.6. FEDERAL, STATE AND LOCAL TAXES, LICENSES AND PERMITS The Supplier shall comply with all Federal, State, and local licenses and permits required for the operation of the business conducted by the Supplier as applicable to this Contract. The Supplier shall, at no expense to the City, OMNIA Partners, or other Participating Public Agencies, procure and keep in force during the entire period of the Agreement all such permits and licenses. G.7. SUBCONTRACTORS No subcontract shall be made by the contractor with any other party for furnishing any of the services herein contracted for without the advance written approval of the Department of Procurement. All subcontractors shall comply with Federal and State laws and regulations that are applicable to the services covered by the subcontractor and shall include all the terms and conditions set forth herein which shall apply with equal force to the subcontract, as if the subcontractor were the Contractor referred to herein. Contractor is responsible for contract performance whether or not subcontractors are used. G.8. RIGHT TO TERMINATE FOR CHANGE IN OWNERSHIP OR MATERIAL RESTRUCTURE OF THE CONTRACTOR In addition to the Termination of Contract clause in the Standard Terms and Conditions section of this solicitation and resulting contract, the City reserves the right to cancel the whole or part of this contract within 60 days written notice of the completion of any material change of ownership in the Contractor's company, including its sale, merger, consolidation or dissolution. CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 31 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: MaMew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 H. INSURANCE REQUIREMENTS H.1. Required Insurance Policies Contractor will obtain and maintain during the entire term of this Contract and for 2 years after the Contract term ends, the following insurance coverage from insurers that have an "A.M. Best" rating of not less than A-VII: H.2. Commercial General Liability Policy must include Bodily Injury, Property Damage, Personal Injury and Broad Form Contractual Liability with coverage limits no lower than: A. Each Occurrence: $1,000,000 B. General Aggregate: $2,000,000 C. Products & Completed Operations Aggregate: $2,000,000 D. Personal and Advertising Injury: $1,000,000 E. Blanket Contractual Liability: $1,000,000 H.3. Commercial Automobile Liability Policy must include bodily injury and property damage, for any owned, hired, and/or non -owned vehicles used in performance of work under this Contract, with a Combined Single Limit no lower than $1,000,000. HA. Worker's Compensation Policy must have coverage limits no lower than A. Per Occurrence: Statutory B. Employer's Liability: $1,000,000 C. Disease Each Employee: $1,000,000 D. Disease Policy Limit: $1,000,000 E. [If Contractor is a Sole Proprietor, include this waiver provision under A.R.S. § 23-961(M). To determine whether the Contractor is a Sole Proprietor, please request the Sole Proprietor/Independent Contractor form from the Contract Officer listed in the solicitation.] I am a sole proprietor, and I am doing business as [name of sole proprietor business]. I am performing work as an independent contractor for the City of Tucson. I am not the employee of the City of Tucson for workers' compensation purposes, and, therefore, I am not entitled to workers' compensation benefits from the City. I understand that if I have any employees working for me, I must maintain workers' compensation insurance on them. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 32 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 H.5. Policy Change Notice Contractor will give the City 30 days advance written notice before any of the above policies are changed in any manner that is inconsistent with the requirements of this Contract. The notice must be sent directly to the Procurement Division of the Business Services Department. H.6. Additional Insured The Commercial General Liability, Commercial Automobile Liability and umbrella policies where applicable will include the City as an additional insured with respect to liability arising out of the performance of this contract. The City must be covered to the full policy limits, even if those limits of liability are in excess of those required by this Contract. The coverage must be primary and any insurance carried by City is excess and not contributing. H.7. Claims -Made Coverage If any or part of the required insurance is written on a claims -made basis, any policy retroactive dale must precede the date of the contract and the Contractor must maintain such coverage for a period not less than three (3) years following contract expiration, termination or cancellation. H.8. Additional Requirements Each insurance policy required by this Contract, excluding Professional Liability (Errors & Omissions), must include or be endorsed to include to provide the following: A. A waiver of subrogation endorsement in favor of the City, for losses arising from work performed by or on behalf of the Contractor (Including Worker's Compensation). B. The policy is primary and any insurance carried by the City is excess and not contributing. C. The coverage provided by the policy is not limited to the liability assumed under the indemnification provisions of this Contract. D. The insurer will provide written notice to the City at least ten (10) calendar days before the policy is terminated or cancelled or the coverage is reduced. H.9. Verification of Coverage A. Contractor will give the City certificates of insurance (ACORD form or equivalent approved by the City), signed by an authorized representative of the insurer, showing that the Contractor has all the insurance required by this Contract. B. Contractor must deliver the certificates directly to the Procurement Division of the City's Business Services Department before the Contractor commences work under this Contract. C. The certificates must contain the City project/contract number and project description. D. The City reserves the right to require complete copies of all insurance policies required by this Contract at any time. CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 33 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: MaMew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 H.10. Subcontractors Contractors' insurance certificate(s) must include all subcontractors as insureds under its policies or Contractor must give the City separate certificates and endorsements for each subcontractor showing that each subcontractor has the insurance coverage described above. H.11. Public Entities If Contractor or any subcontractor is a public entity that self -insures as permitted by law, then the insurance requirements in this Section 8 will not apply to that entity and that entity must instead provide a Certificate of Self- Insurance. H.12. Sufficiency of Coverage The City in no way warrants that the required minimum insurer rating in this Contract is sufficient to protect the Contractor from potential insurer insolvency, nor that the required liability limits are sufficient to protect Contractor. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 34 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: MaMew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 I. STANDARD TERMS AND CONDITIONS I.I. ADVERTISING Contractor will not advertise or publish information concerning this Contract without prior written consent of the City's Business Services Director. 1.2. COMPLIANCE WITH LAWS The parties will comply with all federal, state and local laws, rules, regulations, standards and Executive Orders including, without limitation, the following: A. Americans with Disabilities Act. Contractor will comply with all applicable provisions of the Americans with Disabilities Act (Public Law 101-336, 42 U.S.C. 12101 -- 12213) and applicable Federal regulations under the Act, including 28 CFR Parts 35 and 36. B. Workers' Rights Laws. Contractor will comply with all applicable provisions of Federal and State Child Labor and Workers' Rights laws and agrees if called upon to affirm in writing that they and any subcontractors working under this Contract are in compliance. C. Affirmative Action. Contractor will comply with Chapter 28, Article XI I of the Tucson City Code Chapter 28. 1.3. GOVERNING LAW AND VENUE This Contract is governed by the laws of the State of Arizona and the City and Contractor will have all remedies afforded to each by the Tucson Procurement Code and the laws of the State of Arizona. Any lawsuits regarding this Contract must be brought in a court of competent jurisdiction in Pima County, Arizona. 1.4. ARBITRATION Notwithstanding any other provision in this Contract, no agreement by the City to arbitrate a dispute is binding unless given expressly and in writing after execution of this Contract. However, if both parties agree, disputes may be resolved through arbitration following the process in A.R.S. § 12-1501, at seq. Contractor must continue to perform under this Contract without interruption, notwithstanding the provisions of this section. 1.5. ASSIGNMENT Contractor may not assign its rights or obligations under this Contract without the prior written permission of the City's Business Services Director. The City will not unreasonably withhold approval for a requested assignment. 1.6. SUBCONTRACTS Contractor may not enter into any subcontracts for work under this Contract without the advance written approval of the City's Business Services Director. All subcontracts will incorporate all the terms and CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 35 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: MaMew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 conditions of this Contract. Contractor is responsible for contract compliance and quality of work of any subcontractors used. 1.7. PROTECTION OF CITY PROPERTY If this Contract requires Contractor to perform any work on City -owned property, Contractor will use reasonable care to avoid damaging existing buildings, equipment, and vegetation (such as trees, shrubs, and grass) on the property. Contractor will replace or repair any damage caused by Contractor or any employee, agent, or subcontractor of Contractor, at no expense to the City. If Contractor fails or refuses to make such repair or replacement, the City will estimate the cost of repair and, upon receiving an invoice from the City for that estimated cost, Contractor will pay the City the invoiced amount. City may, at its discretion, instead deduct the amount from any payments due Contractor under this or any other City contract. Contractor will, during the course of its work on City property, keep the work area, including any storage areas used by the Contractor, free from accumulation of waste material or rubbish. Upon completion of the work, Contractor will leave the work area in a clean and neat condition, free of any debris, and will remove any non -City -owned materials or equipment or other personal property that it has caused to be located on the City property. 1.8. COMMENCEMENT OF WORK Contractor will not commence any billable work or provide any material or service under this Contract until Contractor receives a purchase order or is otherwise directed to do so, in writing, by the City. 1.9. CONFIDENTIALITY OF RECORDS Contractor will establish and maintain procedures to ensure that no information contained in its records or obtained from the City or from others in carrying out its functions under this Contract is used or disclosed by it, its agents, officers, or employees, except as required to efficiently perform its duties under the Contract, and will take appropriate measures to protect any personal identifying information of any individuals. 1.10. CONTRACT ADDENDA; ADDITIONAL WORK This Contract may only be amended by a written agreement signed by the parties. The City's Business Services Director or their designee may, on behalf of the City (1) approve and execute any addenda, change orders, or supplemental written agreements; and (2) grant time extensions or contract renewals. Except in the case of a documented emergency, Contractor will not perform any work under this Contract that exceeds the scope of work or contract amount unless a formal addendum or change order has first been approved and executed by the City. 1.11. ENTIRE CONTRACT; INTERPRETATION This Contract, which includes all the conditions and requirements set forth in the Solicitation and all addenda to the Solicitation, all the Special Terms and Conditions and Standard Terms and Conditions, and all the terms of the Offer submitted by Contractor as finally negotiated and accepted by the City, CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 36 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 constitutes the entire agreement of the parties regarding the services described in the Scope of Work and will prevail over any and all previous agreements, contracts, proposals, negotiations, purchase orders, or master agreements in any form. No course of prior dealings between the parties and no usage of the trade will be deemed to supplement or explain any term used in the Contract. 1.12. SEVERABILITY The provisions of this Contract are severable. If any provision or application of a provision of this Contract is held to be invalid, that will not affect the validity of any other provision or application of a provision that can remain meaningfully effective without the invalidated provision or application. 1.13. DUPLEXED/RECYCLED PAPER Whenever practicable, all printed materials produced by Contractor in the performance of this Contract will be duplexed (two-sided copies), printed on recycled paper, and labeled as such. 1.14. NON-DISCRIMINATION Contractor will comply with all provisions and requirements of Arizona Executive Order 2009-09, which is hereby incorporated into this Contract, including flow -down of all provisions and requirements to any subcontractors. During the term of this Contract, Contractor will not discriminate against any employee, client, or any other individual in any way because of race, color, religion, ancestry, sex, age, disability, national origin, sexual orientation, gender identity, familial status, and/or marital status. 1.15. DELIVERABLES PROPERTY OF CITY; NO LIENS All services, information, computer program elements, reports and other deliverables created under this Contract are the sole property of the City and may not be used or released by Contractor except with the City's prior written permission. All deliverables supplied to the City under this Contract will be free of all liens and encumbrances. 1.16. FEDERAL IMMIGRATION LAWS AND REGULATIONS Contractor warrants and will require each subcontractor performing work on this Contract to warrant that it will comply with all federal immigration laws and regulations that relate to its employees and with the requirements of A.R.S. § 23-214(A). A breach of this warranty will be deemed a material breach of this Contract that is subject to penalties up to and including termination of this Contract. City may inspect the records of any employee of Contractor or any subcontractor performing work on this Contract to monitor Contractor's and its subcontractors' compliance with this warranty. 1.17. FORCE MAJEURE Except for payment of sums due, neither party will be liable to the other nor deemed in default under this Contract if and to the extent that such parry's performance of this Contract is prevented by reason of Force Majeure. The term "Force Majeure" means an occurrence that is beyond the control of the CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 37 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: MaMew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 party affected and occurs without its fault or negligence. Force Majeure does not include late performance by a subcontractor unless the delay arises out of a Force Majeure occurrence. If either party is delayed at any time in the progress of the work by Force Majeure, the delayed party must notify the other party in writing of the delay as soon as practical, including when the delay commenced and its cause. The notice must make a specific reference to this article to fall within its protection. The delayed party must resume performance as soon as practicable and must notify the other party in writing when it has done so. The parties will modify the Contract to agree upon the period of time by which the excused delay extends any completion dates. 1.18. GRATUITIES The City may, by written notice to the Contractor, terminate this Contract if it finds that gratuities, in the form of entertainment, gifts, meals or otherwise, were offered or given by Contractor or any agent or representative of Contractor, to any officer or employee of the City to influence the award of this Contract or any determinations with respect to the performance of this Contract. In the event this Contract is terminated by the City pursuant to this provision, the City will be entitled, in addition to any other rights and remedies, to recover or withhold from Contractor the amount of the gratuity. 1.19. CONFLICTS OF INTEREST The City may terminate this Contract without penalty or further obligation pursuant to A.R.S. § 38-511 if any person significantly involved in initiating, negotiating, securing, drafting, or creating the Contract on behalf of the City is or becomes, at any time while the Contract or any extension of the Contract is in effect, an employee of, or a contractor to, Contractor with respect to the subject matter of this Contract. Termination will be effective when written notice from the City's Business Services Director is received by Contractor, unless the notice specifies a later time. 1.20. INDEMNIFICATION To the fullest extent permitted by law, Contractor, its successors, assigns and guarantors, will indemnify, defend, and hold harmless the City and its officials, employees, volunteers, and agents, from and against all allegations, demands, proceedings, suits, actions, claims (including but not limited to claims of patent, trademark, or copyright infringement), liability, damages, losses, expenses (including but not limited to attorney fees and court costs, including the cost of appellate proceedings, and all claim -adjusting -and -handling expenses) or disbursements of any kind or nature, that may be asserted against, imposed on, or incurred by any of them, in any way relating to or arising from any actions, errors, mistakes or omissions of Contractor or any subcontractor or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable relating to work, services and/or products provided under this Contract. Contractor is responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. Contractor agrees to waive all rights of subrogation against the City, its agents, officials, employees, and volunteers for losses arising from the work performed by Contractor under this Contract. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 38 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 1.21. INTELLECTUAL PROPERTY If manufacture, sale, or use of any method, process, machine, technique, design, living thing, genetic material, or composition of matter, or any partthereof ("Product") by Contractor in performing its duties under this Contract is determined to constitute infringement and if further manufacture, sale, or use of said Product is enjoined, Contractor will, at its own expense, either procure for the City the right to continue manufacture, sale, or use of that Product, replace it with an alternative non -infringing Product, or modify it so it becomes non -infringing. If requested by City, Contractor will provide the City with satisfactory evidence of patent licenses or patent releases covering City -specified proprietary materials, equipment, devices or processes. 1.22. INDEPENDENT CONTRACTOR Neither party is the agent, employee, partner, joint venturer, or associate of the other. No employee or agent of one party will be deemed or construed to be the employee or agent of the other party for any purpose. Neither party will be liable for any debts, accounts, obligations or other liabilities whatsoever of the other, including (without limitation) the other party's obligation to withhold Social Security and income taxes for itself or any of its employees. 1.23. INSPECTION AND ACCEPTANCE All materials and services provided to the City under this Contract are subject to final inspection and acceptance by the City. Any materials or services failing to conform to the specifications of this Contract must be promptly replaced or redone at Contractor's cost. Nonconforming goods or services may be deemed a default and result in Contract termination. 1.24. ISRAEL BOYCOTT DIVESTMENT If this Contract has a value of $100,000 or more, Contractor certifies that it is not currently engaged in, and will not during the term of this Contract engage in, a boycott of goods or services from Israel as defined in A.R.S. § 35-393. 1.25. LICENSES Contractor will maintain in current status all Federal, State, and local licenses and permits required for the operation of the business conducted by the Contractor as applicable to this Contract. Contractor will, at the request of the City at any time during the term of this Contract, give the City a valid copy of its business license or, if it is exempt, a written determination from the City Business License Section that a business license is not required. 1.26. NON-EXCLUSIVE CONTRACT This Contract is for the sole convenience of the City, which may obtain like goods or services from other sources. CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 39 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 1.27. OVERCHARGES BY ANTITRUST VIOLATIONS To the extent permitted by law, Contractor hereby assigns to the City any and all claims that Contractor has for overcharges by any subcontractor or supplier of goods or services used by Contractor to fulfill this Contract that relate to antitrust violations. 1.28. PAYMENT A. Form of Payment. The City's preferred method of payment is via credit card, either at the time of ordering or based on an invoice delivered with the goods and services. Unless otherwise specified elsewhere in this Contract, the City is permitted to make payments to Contractor using any lawful method of payment, including check/warrant, credit card, or electronic funds transfer. B. Invoices. Unless City pays by credit card at time of order or point of sale, Contractor will issue to the City a separate invoice for each shipment of materials or provision of services under this Contract, and City will issue no payment prior to receipt of the goods or services and the related invoice. The invoice may not be dated prior to the receipt of goods or completion of services. C. Timing of Payments. The City will make commercially reasonable efforts to process payments due under this Contract within 21 calendar days after receipt of materials or services and a correct invoice. D. Payment Discounts. Any early- or timely -payment discounts included in Contractor's Offer will apply to all payments under this Contract. The payment period for purposes of determining whether the discount applies to a particular payment will begin on the date the City receives the materials/service or a correct invoice for the materials/service, whichever is later, and will end on the date City's payment is issued. Unless taxes and transportation -related charges are itemized, the discount will be calculated using the full invoice amount. 1.29. PROVISIONS REQUIRED BY LAW This Contract will be deemed to include every provision required by law to be included. If through mistake or otherwise any such provision is not included, or is included incorrectly, then upon request by either party the parties will amend the Contract to insert or correct the required provision. 1.30. FINANCIAL RECORDS AND AUDITS A. Financial Controls and Accounting Records. Contractor will exercise internal controls over all financial transactions related to this Contract in accordance with sound fiscal policies. Contractor will maintain books, records, documents, and other evidence directly pertinent to the performance this Contract in accordance with generally accepted accounting principles and practices consistently applied, and other local, state or federal regulations. B. Retention Period. Contractor will maintain those records, together with related or supporting documents and information, at all times during the term of this Contract and for a period of 3 years after its expiration or termination. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 40 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 C. Audits. Upon written notice from City, Contractor will obtain and provide to City a contract - specific or general financial audit. The notice from City will specify the period to be covered by the audit, the type of audit and the deadline for completion and submission of the audit results to City. The audit must be performed by a qualified, independent accounting firm and include Contractors responses, if any, to any audit findings. D. Access to Books and Records. The City and its authorized representatives may, with advance written notice to Contractor, during the term of this Contract or thereafter during the above retention period, inspect and audit Contractors books and records that relate to its operations under this Contract as well as those kept by or under the control of its agents, assigns, successors and subcontractors. The Contractor will, at its expense, make such books and records available for such inspection and audit during normal business hours at Contractor's office, place of business, or other agreed -upon location, or will provide copies by mail or electronically. The City may, as part of its examination, make copies of, or extracts from, all such books and records (in whatever form they may be kept, whether written, electronic, or other). E. Result of Audit. If, as a result of such audit, Contractor is liable to the City for the payment of any sum, Contractor will pay such sum to the City together with interest thereon at the rate of one percent (1 %) per month from the date such sums should have been paid, or the date of any overpayment by City, within 90 days after presentation of City's findings to Contractor. If the audit results in findings of fraud, misrepresentation, or non-performance, Contractor will pay the City's costs of conducting the audit. The City's audit rights will survive the expiration or termination of this Contract. F. Subcontractors and Assigns. Contractor will include these requirements in every agreement with any agent, assign, successor, and subcontractor who provides construction, professional design services, or other goods or services under this Contract. 1.31. RIGHT TO ASSURANCE If a party to this Contract has reason to question, in good faith, the other parry's intent to perform, the former party may demand that the other party give a written assurance of their intent to perform. In the event that a demand is made and no written assurance is given within 5 business days, the demanding party may treat this failure as a default. 1.32. RIGHT TO INSPECT The City may from time to time during normal business hours, at the City's expense, inspect the Contractors or any subcontractor's place of business at which work under this Contract is being performed. 1.33. NO WAIVER No provision in this Contract acts expressly or by implication as a waiver by either party of any existing or future right and/or remedy available at law in the event of any default or breach of contract. If either party fails to insist upon the others strict performance of any duty or condition under this Contract or fails to exercise or delays in exercising any right or remedy provided in this Contract or by law, or CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 41 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: MaMew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 accepts nonconforming materials or services, that party will not be deemed to have waived its right to insist thereafter upon the strict performance of the Contract. 1.34. SUSPENSION OF WORK The City may order Contractor to suspend, delay, or interrupt all or any part of the work under this Contract for the period of time that the City determines appropriate for the convenience of the City. The order must be in writing and signed by the City's Business Services Director. 1.35. TERMINATION OF CONTRACT A. For Convenience. The City may terminate this Contract at any time, with or without cause, with 30 days' advance written notice to Contractor. If the City terminates the Contract, it will be liable only for payment for services rendered and accepted before the effective date of the termination. B. For Cause. The City may terminate this Contract if any Contractor representation or warranty is found to have been inaccurate when made or is no longer accurate, or if Contractor fails to carry out or abide by any term or condition of the Contract and fails to remedy the problem within 10 days after receipt of notice of default from the City for monetary defaults, or within 30 days after notice if the default is non -monetary. C. Non -Appropriation. Each payment obligation of the City created by this Contract is conditioned upon the availability of funds that are appropriated or allocated for the payment of such obligation. If funds are not appropriated by the City and available for the continued purchase of the services and/or materials provided under this Contract, this Contract may be terminated by the City at the end of the period for which funds are available. The City will endeavor to notify Contractor if continued service will or may be affected by non -appropriation. No penalty will accrue to the City in the event this provision is exercised, and the City will not be liable for any future payments due or for any damages resulting from termination under this paragraph. 1.36. TITLE AND RISK OF LOSS The title and risk of loss of any goods provided under this Contract will not pass to the City until the City actually receives the goods at the point of delivery and thereafter accepts them. No tender of a bill of lading will operate as a delivery of the materials. 1.37. ACCEPTANCE Mere physical receipt and inspection of goods or services by the City does not alter or affect the obligations of Contractor to provide goods and services that conform to all specifications of this Contract and the City may reject goods or services that are later found to be nonconforming. 1.38. WAGE COMPLIANCE Contractor shall pay their eligible employees the highest of: A. the City of Tucson minimum wage CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 42 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 B. the State of Arizona minimum wage C. if applicable, the Tucson Living Wage Contractor shall cooperate with all efforts of the City of Tucson's Labor Standards Unit (LSU) to monitor and ensure compliance with applicable labor standards to include, but not be limited to, the following: • Providing copies of pertinent documentation upon request • Cooperating with audits and interviews • Abiding by deadlines and adhering to due dates for determinations and appeals filings Contractor agrees to educate their employees on the applicable wage(s) that law requires them to minimally be paid. All timely complaints that are received by the LSU will be evaluated in accordance with the procedures posted on the LSU's webpage: www.tucsonaz.aov/minimumwaae 1.39. WRITTEN CERTIFICATION PURSUANT TO A.R.S. §35-394 If Contractor engages in for -profit activities and has at least ten full time employees, Contractor certifies that Contractor does not currently, and agrees for the duration of the contract that it will not, use: 11 the forced labor of ethnic Uyghurs in the People's Republic of China; 2) any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China; and 3) any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China. If Contractor becomes aware during the term of the contract that it is not in compliance with the written certification, it must notify the City within five business days after becoming aware of the noncompliance. This Contract will be automatically terminated 180 days after the date of the notice unless Contractor has, before the end of that period, notified the City that the noncompliance has been remedied. CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 43 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 J. VENDOR QUESTIONNAIRE J.1. Discounts As stated in the Instructions to Offerors. Discounts, the price(s) herein can be discounted by %, if payment is made within days. These payment terms shall apply to all purchases and to all payment methods. J.2. Cooperative Purchasing Program Cooperative Purchasing Program Cooperative Purchasing allows other public agencies to piggyback on the City of Tucson's contracts. Will your firm provide the City of Tucson, as the lead agency on this regional contract, a rebate in the form of a percentage of sales based upon the other agencies sales? ❑ Yes ❑ No =if yes, state percentage. J.3. City of Tucson Business License Does your firm have a City of Tucson Business License? If yes, please provide a copy of your City of Tucson Business license in the next question. City of Tucson Business License If yes on the above question please upload your business license. J.4. Forms to be filled out Please ensure that all required information is included with your offer. A. Technical Proposal B. Pricing Proposal C. Offer and Acceptance Form Technical Proposal* Please upload your Vendor Response to Evaluation Criteria. *Response required Pricing Proposal* Please upload your Pricing Proposal (if applicable). *Response required CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 44 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER Matthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH (520) 8374081 Offer and Acceptance Form* Please upload the signed Offer and Acceptance Form. 'Response required CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 45 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W. ALAMEDA, 6TH FLOOR, TUCSON, AZ 85701 PH: (520) 8374081 OFFER AND ACCEPTANCE OFFER TO THE CITY OF TUCSON: The Undersigned hereby offers and shall furnish the material or service in compliance with all terms, scope of work, conditions, specifications, and amendments in the Request for Proposal which is incorporated by reference as ,f fully set forth herein. For clarification of this offer, contact: Name. Company Name Tltie: Address Phone' City State Zip Fax Signature of Person Authorized to Sign E-ma l Printed Name Toe ACCEPTANCE OF OFFER The Offer is hereby accepted. The Contractor is now bound to sell the materials or services specified in the Contract. This Contract shall be referred to as Contract No. CITY OF TUCSON, a municipal corporation Approved as to form: Awarded: This day of 20 This day of 20 As Tucson City Attorney and not personally As Director of Business Services and not personally PPA ATTACHMENT F iOM I A: l Y a a i Requirements for National Cooperative Contract To Be Administered by OMNIA Partners The following documents me used in evaluating and administering national cooperative contracts and are included for Supplier's review and response. Exhibit A — Response for National Cooperative Contract Exhibit B—Administration Agreement, Example Exhibit C — Master Intergovernmental Cooperative Purchasing Agreement, Example Exhibit D— Principal Procurement Agency Certificate, Example Exhibit E— Contract Sales Reporting Template Exhibit F—Federal Funds Certifications Exhibit G — New Jersey Business Compliance Exhibit H— Advertising Compliance Requirement Exhibit A Response for National Cooperative Contract 1.0 Scope of National Cooperative Contract Capitalized terms not otherwise defined herein shall have the meanings given to them in the Master Agreement or in the Administration Agreement between Supplier and OMNIA Partners. 1.1 Requirement The City of Tucson (hereinafter defined and referred to as "Principal Procurement Agency"), on behalf of itself and the National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector ("OMNIA Partners"), is requesting proposals for Maintenance Repair and Operations (MRO) Supplies, Parts, Equipment, and Materials. The intent of this Request for Proposal is any contract between Principal Procurement Agency and Supplier resulting from this Request for Proposal ("Master Agreement') be made available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit ("Public Agencies"), through OMNIA Partners' cooperative purchasing program. The Principal Procurement Agency has executed a Principal Procurement Agency Certificate with OMNIA Partners, an example of which is included as Exhibit D, and has agreed to pursue the Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners as a Participating Public Agency in OMNIA Partners' cooperative purchasing program. Registration with OMNIA Partners as a Participating Public Agency is accomplished by Public Agencies entering into a Master Intergovernmental Cooperative Purchasing Agreement, an example of which is attached as Exhibit C, and by using the Master Agreement, any such Participating Public Agency agrees that it is registered with OMNIA Partners, whether pursuant to the terns of the Master Intergovernmental Purchasing Cooperative Agreement or as otherwise agreed to. The terms and pricing established in the resulting Master Agreement between the Supplier and the Principal Procurement Agency will be the same as that available to Participating Public Agencies through OMNIA Partners. All transactions, purchase orders, invoices, payments etc., will occur directly between the Supplier and each Participating Public Agency individually, and neither OMNIA Partners, any Principal Procurement Agency nor any Participating Public Agency, including their respective agents, directors, employees or representatives, shall be liable to Supplier for any acts, liabilities, damages, etc., incurred by any other Participating Public Agency. Supplier is responsible for knowing the tax laws in each state. This Exhibit A defines the expectations for qualifying Suppliers based on OMNIA Partners' requirements to market the resulting Master Agreement nationally to Public Agencies. Each section in this Exhibit A refers to the capabilities, requirements, obligations, and prohibitions of competing Suppliers on a national level in order to serve Participating Public Agencies through OMNIA Partners. These requirements are incorporated into and are considered an integral part of this RFP. OMNIA Partners reserves the right to determine whether to make the Master Agreement awarded by the Principal Procurement Agency available to Participating Public Agencies, in its sole and absolute discretion, and any party submitting a response to this RFP acknowledges that any award by the Principal Procurement Agency does not obligate OMNIA Partners to make the Master Agreement available to Participating Procurement Agencies. 1.2 Marketing, Sales and Administrative Support During the term of the Master Agreement OMNIA Partners intends to provide marketing, sales, partnership development and administrative support for Supplier pursuant to this section that directly promotes the Supplier's products and services to Participating Public Agencies through multiple channels, each designed to promote specific products and services to Public Agencies on a national basis OMNIA Partners will assign the Supplier a Director of Partner Development who will serve as the main point of contact for the Supplier and will be responsible for managing the overall relationship between the Supplier and OMNIA Partners. The Director of Partner Development will work with the Supplier to develop a comprehensive strategy to promote the Master Agreement and will connect the Supplier with appropriate stakeholders within OMNIA Partners including, Sales, Marketing, Contracting, Training, and Operations & Support. The OMNIA Partners marketing team will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through channels that may include: A. Marketing collateral (print, electronic, email, presentations) B. Website C. Trade shows/conferences/meetings D. Advertising E. Social Media The OMNIA Partners sales teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through initiatives that may include: A. Individual sales calls B. Joint sales calls C. Communications/customer service D. Training sessions for Public Agency teams E. Training sessions for Supplier teams The OMNIA Partners contracting teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through: A. Serving as the subject matter expert for questions regardingpint powers authority and state statutes and regulations for cooperative purchasing B. Training sessions for Public Agency teams C. Training sessions for Supplier teams D. Regular business reviews to monitor program success E. General contract administration Suppliers are required to pay an Administrative Fee of 3% of the greater of the Contract Sales under the Master Agreement and Guaranteed Contract Sales under this Request for Proposal. Supplier will be required to execute the OMNIA Partners Administration Agreement (Exhibit B). At Supplier's option, Suppliers may pay additional fees beyond administrative fees, such as technology fees, to OMNIA Partners and/or a third party for additional support and/or access to OMNIA Partners' technology platform. 1.3 Estimated Volume The dollar volume purchased under the Master Agreement is estimated to be approximately $250 million annually. While no minimum volume is guaranteed to Supplier, the estimated annual volume is projected based on the current annual volumes among the Principal Procurement Agency, other Participating Public Agencies that are anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marketing approach between Supplier and OMNIA Partners. 1.4 Award Basis The basis of any contract award resulting from this RFP made by Principal Procurement Agency will, at OMNIA Partners' option, be the basis of award on a national level through OMNIA Partners. If multiple Suppliers are awarded by Principal Procurement Agency under the Master Agreement, those same Suppliers will be required to extend the Master Agreement to Participating Public Agencies through OMNIA Partners. Utilization of the Master Agreement by Participating Public Agencies will be at the discretion of the individual Participating Public Agency. Certain terms of the Master Agreement specifically applicable to the Principal Procurement Agency (e.g., goveming law) are subject to modification for each Participating Public Agency as Supplier and such Participating Public Agency may agree without being in conflict with the Master Agreement as a condition of the Participating Agency's purchase and not a modification of the Master Agreement applicable to all Participating Agencies. Participating Agencies may request to enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in the Master Agreement (e.g., governing law, invoice requirements, order requirements, specialized delivery, diversity requirements such as minority and woman owned businesses, historically underutilized business, etc.) ("Supplemental Agreement'). It shall be the responsibility of the Supplier to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the Participating Agency. It shall further be the responsibility of the Supplier to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of the Master Agreement and adjust wage rates accordingly. In instances where supplemental terms and conditions create additional risk and cost for Supplier, Supplier and Participating Public Agency may negotiate additional pricing above and beyond the stated contract not -to -exceed pricing so long as the added price is commensurate with the additional cost incurred by the Supplier. Any supplemental agreement developed as a result of the Master Agreement is exclusively between the Participating Agency and the Supplier (Contract Sales are reported to OMNIA Partners). All signed Supplemental Agreements and purchase orders issued and accepted by the Supplier may survive expiration or termination of the Master Agreement. Participating Agencies' purchase orders may exceed the term of the Master Agreement if the purchase order is issued prior to the expiration of the Master Agreement. All Supplemental Agreements may have a full potential term (any combination of initial and renewal periods) not to exceed the five years. Supplier is responsible for reporting all sales and paying the applicable Administrative Fee for sales that use the Master Agreement as the basis for the purchase order, even though Master Agreement may have expired. 1.5 Objectives of Cooperative Program This RFP is intended to achieve the following objectives regarding availability through OMNIA Partners' cooperative program: A. Provide a comprehensive competitively solicited and awarded national agreement offering the Products covered by this solicitation to Participating Public Agencies; B. Establish the Master Agreement as the Supplier's primary go to market strategy to Public Agencies nationwide; C. Achieve cost savings for Supplier and Public Agencies through a single solicitation process that will reduce the Supplier's need to respond to multiple solicitations and Public Agencies need to conduct then own solicitation process; D. Combine the aggregate purchasing volumes of Participating Public Agencies to achieve cost effective pricing. 2.0 REPRESENTATIONS AND COVENANTS As a condition to Supplier entering into the Master Agreement, which would be available to all Public Agencies, Supplier must make certain representations, warranties and covenants to both the Principal Procurement Agency and OMNIA Partners designed to ensure the success of the Master Agreement for all Participating Public Agencies as well as the Supplier. v<reo� iw<29,2023 2.1 Corporate Commitment Supplier commits that (1) the Master Agreement has received all necessary corporate authorizations and support of the Supplier's executive management, (2) the Master Agreement is Supplier's primary "go to market' strategy for Public Agencies, (3) the Master Agreement will be promoted to all Public Agencies, including any existing customers, and Supplier will transition existing customers, upon their request, to the Master Agreement, and (4) that the Supplier has read and agrees to the terms and conditions of the Administration Agreement with OMNIA Partners and will execute such agreement concurrent with and as a condition of its execution of the Master Agreement with the Principal Procurement Agency. Supplier will identify an executive corporate sponsor and a separate national account manager within the RFP response that will be responsible for the overall management of the Master Agreement. 2.2 Pricing Commitment Supplier commits the not -to -exceed pricing provided under the Master Agreement pricing is its lowest available (net to buyer) to Public Agencies nationwide and further commits that if a Participating Public Agency is eligible for lower pricing through a national, state, regional or local or cooperative contract, the Supplier will match such lower pricing to that Participating Public Agency under the Master Agreement. 2.3 Sales Commitment Supplier commits to aggressively market the Master Agreement as its go to market strategy in this defined sector and that its sales force will be trained, engaged and committed to offering the Master Agreement to Public Agencies through OMNIA Partners nationwide. Supplier commits that all Master Agreement sales will be accurately and timely reported to OMNIA Partners in accordance with the OMNIA Partners Administration Agreement. Supplier also commits its sales force will be compensated, including sales incentives, for sales to Public Agencies under the Master Agreement in a consistent or better manner compared to sales to Public Agencies if the Supplier were not awarded the Master Agreement. 3.0 SUPPLIER RESPONSE Supplier must supply the following information for the Principal Procurement Agency to determine Supplier's qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners. 3.1 Company A. Brief history and description of Supplier to include experience providing similar - products and services. B. Total number and location of salespersons employed by Supplier. C. Number and location of support centers (if applicable) and location of corporate office. D. Annual sales for the three previous fiscal years. a. Submit FEIN and Damn & Bradstreet report. E. Describe any green or environmental initiatives or policies. F. Describe any diversity programs or partners supplier does business with and how Participating Agencies may use diverse partners through the Master Agreement. Indicate how, if at all, pricing changes when using the diversity program. If there are any diversity programs, provide a list of diversity alliances and a copy of their certifications. G. Indicate if supplier holds any of the below certifications in any classified areas and include proof of such certification in the response: a. Minority Women Business Enterprise ❑ Yes ❑ No If yea, list certifying agency: b. Small Business Enterprise (SHE) or Disadvantaged Business Enterprise (DBE) ❑ Yes ❑ No If yes, list certifying agency: c. Historically Undemtilized Business(HUB) ❑ Yes ❑ No If yes, list certifying agency: d. Historically Undemtilized Business Zone Enterprise (HUBZone) ❑ Yes ❑ No If yes, list certifying agency: e. Other recognized diversity certificate holder ❑ Yes ❑ No If yes, list certifying agency: H. List any relationships with subcontractors or affiliates intended to be used when providing services and identify if subcontractors meet minority -owned standards. If any, list which certifications subcontractors hold and certifying agency. 1. Describe how supplier differentiates itself from its competitors. J. Describe any present or past litigation, bankruptcy or reorganization involving supplier. K. Felony Conviction Notice: Indicate if the supplier v<reo� tw<29,2023 a. is a publicly held corporation and this reporting requirement is not applicable; b. is not owned or operated by anyone who has been convicted of a felony; or c. is owned or operated by and individuals) who has been convicted of a felony and provide the names and convictions. L. Describe any debarment or suspension actions taken against supplier 3.2 Distribution, Logistics A. Each offeror awarded an item under this solicitation may offer their complete product and service offering/a balance of line. Describe the full line of products and services offered by supplier. B. Describe how supplier proposes to distribute the products/service nationwide. Include any states where products and services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas. C. Describe how Participating Agencies we ensured they will receive the Master Agreement pricing; include all distribution channels such as direct ordering, retail or in-store locations, through distributors, etc. Describe how Participating Agencies verify and audit pricing to ensure its compliance with the Master Agreement. D. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user. E. Provide the number, size and location of Supplier's distribution facilities, warehouses and retail network as applicable. 3.3 Marketing and Sales A. Provide a detailed ninety -day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier's primary go to market strategy for Public Agencies to supplier's teams nationwide, to include, but not limited to: i. Executive leadership endorsement and sponsorship of the award as the public sector go -to -market strategy within first 10 days ii. Training and education of Supplier's national sales force with participation from the Supplier's executive leadership, along with the OMNIA Partners team within first 90 days B. Provide a detailed ninety -day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to: i. Creation and distribution of a co -branded press release to trade publications ii. Announcement, Master Agreement details and contact information published on the Supplier's website within first 90 days iii. Design, publication and distribution of co -branded marketing materials within first 90 days iv. Commitment to attendance and participation with OMNIA Partners at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and supplier -specific trade shows, conferences and meetings throughout the term of the Master Agreement v. Commitment to attend, exhibit and participate at the NIGP Annual Foram in an area reserved by OMNIA Partners for partner suppliers. Booth space will be purchased and staffed by Supplier. In addition, Supplier commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners. vi. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement vii. Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.) viii. Dedicated OMNIA Partners intemet web -based homepage on Supplier's website with: • OMNIA Partners standard logo; • Copy of original Request for Proposal; • Copy of Master Agreement and amendments between Principal Procurement Agency and Supplier; • Summary of Products and pricing; • Marketing Materials • Electronic link to OMNIA Partners' website including the online registration page; • A dedicated toll -free number and email address for OMNIA Partners C. Describe how Supplier will transition any existing Public Agency customers' accounts to the Master Agreement available nationally through OMNIA Partners. Include a list of current cooperative contracts (regional and national) Supplier holds and describe how the Master Agreement will be positioned among the other cooperative agreements. D. Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners and agrees to provide permission for reproduction of such logo in marketing communications and promotions. Acknowledge that use of OMNIA Partners logo will require permission for reproduction, as well. E. Confirm Supplier will be proactive in direct sales of Supplier's goods and services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners. All sales materials are to use the OMNIA Partners logo. At a minimum, the Supplier's sales initiatives should communicate: i. Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency it. Best government pricing iii. No cost to participate iv. Non-exclusive F. Confirm Supplier will train its national sales force on the Master Agreement. At a minimum, sales training should include: i. Key features of Master Agreement ii. Working knowledge of the solicitation process iii. Awareness of the range of Public Agencies that can util— the Master Agreement through OMNIA Partners iv. Knowledge of benefits of the use of cooperative contracts G. Provide the name, title, email and phone number for the person(s), who will be responsible for: i. Executive Support ii. Marketing iii. Sales w. Sales Support V. Financial Reporting vi. Accounts Payable vri. Contracts H. Describe in detail how Supplier's national sales force is structured, including contact information for the highest -level executive in charge of the sales team. 1. Explain in detail how the sales teams will work with the OMNIA Partners team to implement, grow and service the national program. 1. Explain in detail how Supplier will manage the overall national program throughout the term of the Master Agreement, including ongoing coordination of marketing and sales efforts, timely new Participating Public Agency account set- up, timely contract administration, etc. J. State the amount of Supplier's Public Agency sales for the previous fiscal year. Provide a list of Supplier's top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each. K. Describe Supplier's information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions. L. Provide the Contract Sales (as defined in Section 12 of the OMNIA Partners Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement ("Guaranteed Contract Sales'). $ .00 in year one $ .00 in year two $ .00 in year three To the extent Supplier guarantees minimum Contract Sales, the Administrative Fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales. M. Even though it is anticipated many Public Agencies will be able to utilize the Master Agreement without further formal solicitation, there may be circumstances where Public Agencies will issue their own solicitations. The following options are available when responding to a solicitation for Products covered under the Master Agreement. i. Respond with Master Agreement pricing (Contract Sales reported to OMNIA Partners). ii. If competitive conditions require pricing lower than the standard Master Agreement not -to -exceed pricing, Supplier may respond with lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales are reported as Contract Sales to OMNIA Partners under the Master Agreement. in. Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to utilize Master Agreement (Contract Sales ane not reported to OMNIA Partnem). iv. If alternative or multiple proposals are permitted, respond with pricing higher than Master Agreement, and include Master Agreement as the alternate or additional proposal. Detail Supplier's strategies under these options when responding to a solicitation. Exhibit B Administration Agreement, Example ADMINISTRATION AGREEMENT THIS ADMINISTRATION AGREEMENT (this "Agreement") is made this _ day of 20. between National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector ("OMNIA Partners"), and ("Suunlier" ). RECITALS WHEREAS, the (the "Princinal Procurement Aaenev") has entered into a Master Agreement effective , Agreement No , by and between the Principal Procurement Agency and Supplier, (as may be amended from time to time in accordance with the terms thereof, the "Master Agreement"), as attached hereto as Exhibit A and incorporated herein by reference as though fully set forth herein, for the purchase of (the "Product'); WHEREAS, said Master Agreement provides that any or all public agencies, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (collectively, `Public Agencies"), that register (either via registration on the OMNIA Partners website or execution of a Master Intergovernmental Cooperative Purchasing Agreement, attached hereto as Exhibit B (each, hereinafter referred to as a "Particinatine Public Aeencv") may purchase Product at prices stated in the Master Agreement; WHEREAS, Participating Public Agencies may access the Master Agreement which is offered through OMNIA Partners to Public Agencies; WHEREAS, OMNIA Partners serves as the cooperative contract administrator of the Master Agreement on behalf of Principal Procurement Agency; WHEREAS, Principal Procurement Agency desires OMNIA Partners to proceed with administration of the Master Agreement; and WHEREAS, OMNIA Partners and Supplier desire to enter into this Agreement to make available the Master Agreement to Participating Public Agencies and to set forth certain terms and conditions governing the relationship between OMNIA Partners and Supplier. NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, OMNIA Partners and Supplier hereby agree as follows: DEFINITIONS 1. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Master Agreement. TERMS AND CONDITIONS 2. The Master Agreement and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement Supplier acknowledges and agrees that the covenants and agreements of Supplier set forth in the solicitation and Supplier's response thereto resulting in the Master Agreement are incorporated herein and are an integral part hereof. 3. OMNIA Partners shall be afforded all of the rights, privileges and indemnifications afforded to Principal Procurement Agency by or from Supplier under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to OMNIA Partners, its agents, employees, directors, and representatives under this Agreement including, but not limited to, Supplier's obligation to obtain appropriate insurance. 4. OMNIA Partners shall perform all of its duties, responsibilities and obligations as the cooperative contract administrator of the Master Agreement on behalf of Principal Procurement Agency as set forth herein, and Supplier hereby acknowledges and agrees that all duties, responsibilities and obligations will be undertaken by OMNIA Partners solely in its capacity as the cooperative contract administrator under the Master Agreement. 5. With respect to any purchases by Principal Procurement Agency or any Participating Public Agency pursuant to the Master Agreement, OMNIA Partners shall not be: (i) construed as a dealer, re -marketer, representative, partner or agent of any type of the Supplier, Principal Procurement Agency or any Participating Public Agency; (it) obligated, liable or responsible for any order for Product made by Principal Procurement Agency or any Participating Public Agency or any employee thereof under the Master Agreement or for any payment required to be made with respect to such order for Product; and (in) obligated, liable or responsible for any failure by Principal Procurement Agency or any Participating Public Agency to comply with procedures or requirements of applicable law or the Master Agreement or to obtain the due authorization and approval necessary to purchase under the Master Agreement. OMNIA Partners makes no representation or guaranty with respect to any minimum purchases by Principal Procurement Agency or any Participating Public Agency or any employee thereof under this Agreement or the Master Agreement. 6. OMNIA Partners shall not be responsible for Supplier's performance under the Master Agreement, and Supplier shall hold OMNIA Partners harmless from any liability that may arise from the acts or omissions of Supplier in connection with the Master Agreement. 7. Supplier acknowledges that, in connection with its access to OMNIA Partners confidential information and/or supply of data to OMNIA Partners, it has complied with and shall continue to comply with all laws, regulations and standards that may apply to Supplier, including, without limitation: (a) United States federal and state information security and privacy statutes, regulations and/or best practices, including, without limitation, the Gramm -Leach -Bliley Act, the Massachusetts Data Security Regulations (201 C.M.R. 17.00 et. seq.), the Nevada encryption statute (N.KS. § 603A), the California data security law (Cal. Civil Code § 1798.80 et. seq.) and California Consumer Privacy Act (Cal. Civil Code § 1798.100 et. seq.); and (b) applicable industry and regulatory standards and best practices (collectively, "Data Reer lations"). With regard to Personal Information that Supplier collects, receives, or otherwise processes under the Agreement or otherwise in connection with performance of the Agreement, Supplier agrees that it will not: (1) sell, rent, release, disclose, disseminate, make available, transfer, or otherwise — Iwe29,2023 communicate orally, in writing, or by electronic or other means, such Personal Information to another business or thud party for monetary or other valuable consideration; or (ii) term, use, or disclose such Personal Information outside of the direct business relationship between Supplier and OMNIA Partners or for any purpose other than for the specific purpose of performance of the Agreement, including retaining, using, or disclosing such Personal Information for a commercial purpose other than for performance of the Agreement. By entering into the Agreement, Supplier certifies that it understands the specific restrictions contained in this Section 7 and will comply with them. For purposes hereof, "Personal Information" means information that identifies, relates to, describes, is reasonably capable ofbeing associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household, and includes the specific elements of "personal information" as defined under Data Regulations, as defined herein. Supplier will reasonably assist OMNIA Partners in timely responding to any third parry "request to know" or "request to delete" (as defined pursuant to Data Regulations) and will promptly provide OMNIA Partners with information reasonably necessary for OMNIA Partners to respond to such requests. Where Supplier collects Personal Information directly from Public Agencies or others on OMNIA Partners' behalf, Supplier will maintain records and the means necessary to enable OMNIA Partners to respond to such requests to know and requests to delete. 8. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OMNIA PARTNERS EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING OMNIA PARTNERS' PERFORMANCE AS A COOPERATIVE CONTRACT ADMINISTRATOR OF THE MASTER AGREEMENT. OMNIA PARTNERS SHALL NOT BE LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF OMNIA PARTNERS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TERM OF AGREEMENT; TERMINATION 9. This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the provisions of Sections 3 — 8 and 11 — 22, hereof and the indemnifications afforded by the Supplier to OMNIA Partners in the Master Agreement, to the extent such provisions survive any expiration or termination of the Master Agreement, shall survive the expiration or termination of this Agreement. NATIONAL PROMOTION 10. OMNIA Partners and Supplier shall publicize and promote the availability of the Master Agreement's products and services to Public Agencies and such agencies' employees. Supplier shall regmre each Public Agency to register its participation in the OMNIA Partners program by either registering on the OMNIA Partners website(www.omniaoartners.com/nublicsector) or executing a Master Intergovernmental Cooperative Purchasing Agreement prior to processing the Participating Public Agency's first sales order. Upon request, Supplier shall make available to interested Public Agencies a copy of the Master Agreement and such price lists or quotes as may be necessary for such Public Agencies to evaluate potential purchases. 11. Supplier shall provide such marketing and administrative support as set forth in the solicitation resulting in the Master Agreement, including assisting in development of marketing materials as reasonably requested by Principal Procurement Agency and OMNIA Partners. Supplier shall be responsible for obtaining permission or license of use and payment of any license fees for all content and images Supplier provides to OMNIA Partners or posts on the OMNIA Partners website. ve.�,an Iwo za, zoz3 Supplier shall indemnify, defend and hold harmless OMNIA Partners for use of all such content and images including copyright infringement claims. Supplier and OMNIA Partners each hereby grant to the other party a limited, revocable, non -transferable, non-sublicensable right to use such party's logo (each, the "Loy a") solely for use in marketing the Master Agreement. Each party shall provide the other party with the standard terms of use of such parry's Logo, and such party shall comply with such terms in all material respects. Both parties shall obtain approval from the other party prior to use of such parry's Logo. Notwithstanding the foregoing, the parties understand and agree that except as provided herein neither party shall have any right, title or interest in the other parry's Logo. Upon termination of this Agreement, each party shall immediately cease use of the other party's Logo. ADMINISTRATIVE FEE, REPORTING & PAYMENT 12. An "Administrative Fee" shall be defined and due to OMNIA Partners from Supplier in the amount of 3 percent (3%) ("Administrative Fee Percentace") multiplied by the total purchase amount paid to Supplier, less refunds and credits on returns, for the sale of products and/or services to Principal Procurement Agency and Participating Public Agencies pursuant to the Master Agreement (as amended from time to time and including any renewal thereof) ("Contract Sales'). From time to time the parties may mutually agree in writing to a lower Administrative Fee Percentage for a specifically identified Participating Public Agency's Contract Sales. 13. Supplier shall provide OMNIA Partners with an electronic accounting report monthly, in the format prescribed by OMNIA Partners, summarizing all Contract Sales for each calendar month. The Contract Sales reporting format is provided as Exhibit C ("Contract Sales Renorf'), attached hereto and incorporated herein by reference. Contract Sales Reports for each calendar month shall be provided by Supplier to OMNIA Partners by the 1& day of the following month. Failure to provide a Contract Sales Report within the time and manner specified herein shall constitute a material breach of this Agreement and if not cured within thirty (30) days of written notice to Supplier shall be deemed a cause for termination of the Master Agreement, at Principal Procurement Agency's sole discretion, and/or this Agreement, at OMNIA Partners' sole discretion. 14. Administrative Fee payments are to be paid by Supplier to OMNIA Partners at the frequency and on the due date stated in Section 13, above, for Supplier's submission of corresponding Contract Sales Reports. Administrative Fee payments are to be made via Automated Clearing House (ACH) to the OMNIA Partners designated financial institution identified in Exhibit D. Failure to provide a payment of the Administrative Fee within the time and manner specified herein shall constitute a material breach of this Agreement and if not cured within thirty (30) days of written notice to Supplier shall be deemed a cause for termination of the Master Agreement, at Principal Procurement Agency's sole discretion, and/or this Agreement, at OMNIA Partners' sole discretion. All Administrative Fees not paid when due shall bear interest at a rate equal to the lesser of one and one-half percent (1 1/2%) per month or the maximum rate permitted by law until paid in full. 15. Supplier shall maintain an accounting of all purchases made by Participating Public Agencies under the Master Agreement. OMNIA Partners, or its designee, in OMNIA Partners' sole discretion, reserves the right to compare Participating Public Agency records with Contract Sales Reports submitted by Supplier for a period of four (4) years from the date OMNIA Partners receives such report. In addition, OMNIA Partners may engage a third party to conduct an independent audit of Supplier's monthly reports. In the event of such an audit, Supplier shall provide all materials reasonably requested relating to such audit by OMNIA Partners at the location designated by OMNIA Partners. In the event an underreporting of Contract Sales and a resulting underpayment of Administrative Fees is revealed, OMNIA Partners will notify the Supplier in writing. Supplier will ­i 2a,2023 have thirty (30) days from the date of such notice to resolve the discrepancy to OMNIA Partners' reasonable satisfaction, including payment of any Administrative Fees due and owing, together with interest thereon in accordance with Section 13, and reimbursement of OMNIA Partners' costs and expenses related to such audit. GENERAL PROVISIONS 16. This Agreement, the Master Agreement and the exhibits referenced herein supersede any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereto and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained or incorporated herein shall be valid or binding. In the event of any conflict between the provisions of this Agreement and the Master Agreement, as between OMNIA Partners and Supplier, the provisions of this Agreement shall prevail. 17. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement or to recover any Administrative Fee and accrued interest, the prevailing party shall be entitled to reasonable attorney's fees and costs in addition to any other relief to which it may be entitled. 18. This Agreement and OMNIA Partners' rights and obligations hereunder may be assigned at OMNIA Partners' sole discretion to an affiliate of OMNIA Partners, any purchaser of any or all or substantially all of the assets of OMNIA Partners, or the successor entity as a result of a merger, reorganization, consolidation, conversion or change of control, whether by operation of law or otherwise. Supplier may not assign its obligations hereunder without the prior written consent of OMNIA Partners. 19. All written communications given hereunder shall be delivered by first-class mail, postage prepaid, or overnight delivery on receipt to the addresses as set forth below. A. OMNIA Partners: OMNIA Partners 5001 Aspen Grove Franklin, IN 37067 Attention: Legal Department - Public Sector Contracting B. Supplier: 20. If any provision of this Agreement shall be deemed to be, or shall in fact be, illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever, and this Agreement will be construed by limiting or invalidating such provision to the minimum extent necessary to make such provision valid, legal and enforceable. 21. This Agreement may not be amended, changed, modified, or altered without the prior written consent of the parties hereto, and no provision of this Agreement may be discharged or _ _s,.. waived, except by a writing signed by the parties. A waiver of any particular provision will not be deemed a waiver of any other provision, nor will a waiver given on one occasion be deemed to apply to any other occasion. 22. This Agreement shall inure to the benefit of and shall be binding upon OMNIA Partners, the Supplier and any respective successor and assign thereto; subject, however, to the limitations contained herein. 23. This Agreement will be construed under and governed by the laws of the State of Delaware, excluding its conflicts of law provisions and any action arismg out of or related to this Agreement shall be commenced solely and exclusively in the state or federal courts in Williamson County Tennessee. 24. This Agreement may be executed in counterparts, each of which is an original but all of which, together, shall constitute but one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile, or by .pdf or similar electronic transmission, will constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile, or by .pdf or similar electronic transmission, will be deemed to be their original signatures for any purpose whatsoever. [INSERT SUPPLIER ENTITY NAME] NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY, A DELAWARE CORPORATION DB/A OMNIA PARTNERS, PUBLIC SECTOR Signature Signature Sarah Vavra Name Name Sr. Vice President, Public Sector Contracting Title Title Date Date Exhibit C Master Intergovernmental Cooperative Purchasing Agreement, Example MASTFRiNTFRrOVFRNMFNTAf COOPFRATIVF. ➢ITRCHASINGAGRFFMFNT This Master Intergovernmental Cooperative Purchasing Agreement (this "Aare ment") is entered into by and between those certain government agencies that execute a Principal Procurement Agency Certificate ("Principal Prucurement Anencied') with National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector, Communities Program Management, LLC, a California limited liability company d/b/a U.S. Communities, and/or NCPA LLC, a Texas limited liability company d/b/a National Cooperative Purchasing Alliance (collectively, "OMNIA Partners"), in its capacity as the cooperative administrator, to be appended and made a part hereof and such other agencies ("Partieioatine Pnblic Agencies"), as defined in each Master Agreement (as defined below), who register to participate in the cooperative purchasing programs administered by OMNIA Partners and its affiliates and subsidiaries (collectively, the "OMNIA Partners Part"i") by either registering on the OMNIA Partners website (www omniaoarmers.com/oublicsector or any successor website), or by executing a copy of this Agreement. RECITALS WHEREAS, after a competitive solicitation and selection process by Principal Procurement Agencies, in compliance with their own policies, procedures, rules and regulations, a number of suppliers have entered into "Master Agreements" (herein so called) to provide a variety of goods, products and services ("Products") to the applicable Principal Procurement Agency and the Participating Public Agencies; WHEREAS, Master Agreements are made available by Principal Procurement Agencies through the OMNIA Partners Parties and provide that Participating Public Agencies may purchase Products on the same terms, conditions and pricing as the Principal Procurement Agency, subject to any applicable federal and/or local purchasing ordinances and the laws of the State of purchase; and WHEREAS, in addition to Master Agreements, the OMNIA Partners Parties may from time to time offer Participating Public Agencies the opportunity to acquire Products through other group purchasing agreements. NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and of the mutual benefits to result, the parties hereby agree m follows: I. Each party will facilitate the cooperative procurement of Products. 2. The Participating Public Agencies shall procure Products in accordance with and subject to the relevant federal, state and local statutes, ordinances, rules and regulations that govern Participating Public Agency's procurement practices. The Participating Public Agencies hereby acknowledge and agree that it is the intent of the parties that all provisions of this Agreement and that Principal Procurement Agencies' participation in the program described herein comply with all applicable laws, including but not limited to the requirements of 42 C.F.R. § 1001.9520), as may be amended from time to time. The Participating Public Agencies further acknowledge and agree that they are solely responsible for their compliance with all applicable "sate harbor" regulations, including but not limited to any and all obligations to fully and accurately report discounts and incentives. 3. The Participating Public Agency represents and warrants that the Participating Public Agency is not a hospital or other healthcare provider and is not purchasing Products on behalf of a hospital or healthcare provider; provided that the foregoing shall not prohibit Participating Public Agency from famishing health care services so long as the famishing of health care services is not in furtherance of a primary purpose of the Participating Public Agency. 4. The cooperative use of Master Agreements shall be in accordance with the terms and conditions of the Master Agreements, except as modification of those terms and conditions is otherwise required by applicable federal, state or local law, policies or procedures. 5. The Principal Procurement Agencies will make available, upon reasonable request, Master Agreement information which may assist in improving the procurement of Products by the Participating Public Agencies. 6. The Participating Public Agency agrees the OMNIA Partners Parties may provide access to group purchasing organization ("GPO") agreements directly or indirectly by enrolling the Participating Public Agency in another GPO's purchasing program, provided that the purchase of Products through the OMNIA Partners Parties or any other GPO shall be at the Participating Pubic Agency's sole discretion. 7. The Participating Public Agencies (each a "Procuring Party") that procure Products through any Master Agreement or GPO Product supply agreement (each a "GPO Contract") will make timely payments to the distributor, manufacturer or other vendor (collectively, "Sunolier") for Products received in accordance with the terms and conditions of the Master Agreement or GPO Contract, as applicable. Payment for Products and inspections and acceptance of Products ordered by the Procuring Party shall be the exclusive obligation of such Procuring Party. Disputes between Procuring Party and any Supplier shall be resolved in accordance with the law and venue rules of the State of purchase unless otherwise agreed to by the Procuring Party and Supplier. 8. The Procuring Party shall not use this Agreement as a method for obtaining additional concessions or reduced prices for purchase of similar products or services outside of the Master Agreement. Master Agreements may be structured with not -to -exceed pricing, in which cases the Supplier may offer the Procuring Party and the Procuring Party may accept lower pricing or additional concessions for purchase of Products through a Master Agreement. 9 The Procuring Party shall be responsible for the ordering of Products under this Agreement. A non -procuring party shall not be liable in any fashion for any violation by a Procuring Party, and, to the extent permitted by applicable law, the Procuring Party shall hold non -procuring party harmless from any liability that may arise from the acts or omissions of the Procuring Party. 10. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE OMNIA PARTNERS PARTIES EXPRESSLY DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING ANY PRODUCT, MASTER AGREEMENT AND GPO CONTRACT. THE OMNIA PARTNERS PARTIES SHALL NOT BE LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF THE OMNIA PARTNERS PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE v ... J 29, 2023 PROCURING PARTY ACKNOWLEDGES AND AGREES THAT THE OMNIA PARTNERS PARTIES SHALL HAVE NO LIABILITY FOR ANY ACT OR OMISSION BY A SUPPLIER OR OTHER PARTY UNDER A MASTER AGREEMENT OR GPO CONTRACT. 11. This Agreement shall remain in effect until termination by either party giving thirty (30) days' written notice to the other party. The provisions of Paragraphs 6 - 10 hereof shall survive any such termination. 12. This Agreement shall take effect upon (i) execution of the Principal Procurement Agency Certificate, or (ii) registration on the OMNIA Partners website or the execution of this Agreement by a Participating Public Agency, as applicable. Particimatine Public Aeeucv: OMNIA Partners. as the cooueratve administrator on behalf of Principal Procurement Agencies: NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY COMMUNITIES PROGRAM MANAGEMENT, LLC Authorized Signature Signature Sarah E. Vavm Name Name Sr. Vice President, Public Sector Contacting Title and Agency Name Title Date Date Exhibit D Principal Procurement Agency Certificate, Example PRtNCIPAf PROCIiRFMFNT A(:FNCV CERTiFICATF In its capacity as a Principal Procurement Agency (as defined below) for National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector ("OM IA Partners"), [PPA Name] agrees to pursue Master Agreements for Products as specified in the attached Exhibits to this Principal Procurement Agency Certificate. I hereby acknowledge, in my capacity as of and on behalf of [PPA Name[ ("Princinal Procurement Acenev"), that I have read and hereby agree to the general terms and conditions set forth in the attached Master Intergovernmental Cooperative Purchasing Agreement regulating the use of the Master Agreements and purchase of Products that from time to time me made available by Principal Procurement Agencies to Participating Public Agencies nationwide through OMNIA Partners. I understand that the purchase of one or more Products under the provisions of the Master Intergovernmental Cooperative Purchasing Agreement is at the sole and complete discretion of the Particrpating Public Agency. Authorized Signature, [PPA Name] Signature Name Title Date Exhibit E Contract Sales Reporting Template Contract Sales Report submitted electronically in Microsoft Excel: Exhibit F Federal Funds Certifications FEDERAL CERTIFICATIONS ADDENDUM FOR AGREEMENT FUNDED BY U.S. FEDERAL GRANT TO WHOM IT MAY CONCERN: Participating Agencies may elect to use federal funds to purchase under the Master Agreement. This form should be completed and returned. DEFINITIONS Contract means a legal instrument by which a non -Federal entity purchases property orservices needed to carry outthe project or program under a Federal award. The term as used in this part does not include a legal instrument, even if the non -Federal entity considers it a contract, when the substance of the transaction meets the definition of a Federal award or subaward Contractor means an entity that recerves a contract as defined in Contract. Cooperative agreement means a legal instrument of financial assistance between a Faderal awarding agency or pa -through entity and a non -Federal entity that, consistent with 31 U.S.C. 6302-6305: (a) Is used to enter Into a relationship the principal purpose of which is to transfer anything of value from the Federal awarding agency or pass -through entity to the non -Federal entity to carry out a public purpose authorized by a law of the United States (see 31 U S C 6101(3)); and not to acquire property or services for the Federal government or pass -through entity's direct benefit or use; (b) Is distinguished from a grant in that it provides for substantial involvement between the Federal awarding agency or pass -through entity and the non -Federal entity in carrying out the activity contemplated by the Federal award (c) The term does not Include: (1) A cooperative research and development agreement as defined in 15 U.S.C. 3710a; or (2) An agreement that provides only (I) Direct United States Government cash assistance to an individual; (1i) A subsidy; fill A loan; (iv) A loan guarantee; or (v) Insurance. Federal awarding agency means the Federal agency that provides a Federal award directly to a non -Federal entity Federal award has the meaning, depending on the context, in either paragraph (a) or (b) of this section (a)(1) The Federal financial assistance that a non -Federal entity receives directly from a Federal awarding agency or indirectly from a pass -through entity, as described in § 200101 Applicability, or (2) The cost -reimbursement contract under the Federal Acquisition Regulations that a non -Federal entity receives directly from a Federal awarding agency or indirectly from a passthrough entity, as described in § 200.101 Applicability. (b) The Instrument setting forth the terms and conditions. The instrument is the grant agreement, cooperative agreement, other agreement for assistance covered in paragraph (b) of § 200.40 Federal financial assistance, or the der imbumement contract awarded under the Federal Acquisition Regulations. (d) Federal award does not include other contracts that a Federal agency uses to buy goods or services from a contractor or a contract to operate Federal government owned, contractor operated facilities (GOCOs) (d) See also definitions of Federal financial assistance, grant agreement, and cooperative agreement Non -Federal entity means a state, local government Indian tribe, institution of highereducation (IHE), a nonprofit organization that caries out a Federal award as a recipient or subrecipient. Nonprofit organization means any corporation, trust, association, cooperative, or other organization, not including IHEs, that: (a) Is operated primarily for scientific, educational, service, charitable, or similar purposes in the public interest; (b) Is not organized primarily for profit; and (c) Uses net proceeds to maintain, improve, or expand the operations of the organization Obligations means, when used in connection with a non -Federal entity's utilization of funds under a Federal award, orders placed for property and services, contracts and subawards made, and similar transacbons during a given period that require payment by the non -Federal entity during the same or a future period. Pass -through entity means a non -Federal entity that provides a subaward to a subrecipient to carry out part of a Federal program. Recipient means a non -Federal entity that receives a Federal award directly from a Federal awarding agency to carry out an activity under Federal program. The term recipient does not include submelpients Simplified acquisition threshold means the dollar amount below which a non -Federal truly may purchase property or services using small purchase methods. Non -Federal entities adopt small purchase procedures in order to expedite the purchase of items casting less than the simplified acquisition threshold. The simplified acquisition threshold is set by the Federal Acquisition Regulation at 48 CFR Subpart 2 1 (Definitions) and in accordance with 41 U S.0 1908 As of the publication of this part, the simplified acquisition threshold is$250,000, but this threshold is periodically adjusted for inflation (Also see definition of § 200 67 Micro -purchase ) Subaward means an award provided by a pass -through entity to a subredpientfor the subrecipient to carry out part of a Federal award received by the pass -through entity. It does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program A subsisted may be provided through any form of legal agreement, including an agreement that the pass -through entity considers a contract Subrecipient means a non -Federal entity that receives a subaward from a pass -through entity to carry out part of a Fademl program; but does not include an individual that is a beneficiary of such program. A subrecipient may also be a recipient of other Federal awards directly from a Federal awarding agency. Termination means the ending of a Federal award, in whole or in part at any time prior to the planned end of period of performance. The following provisions may be required and apply when Participating Agency expends federal funds forany purchase resulting from this procurement process. Per FAR 52 204-24 and FAR 52 204-25, solicitations and resultant contracts shall contain the fallowing provisions 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Oct 2020) The Offeror shall not complete the representation at paragraph fill of this provision tithe Offeror has represented that it'does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument" in paragraph (c)(1I in the provision at 52.204-26, Covered Telecommunications Equipment or Services —Representation, or in paragraph (v)(2)(i) of the provision at 52.212-3, Offeror Representations and CerlificationsCommercial Items. The Offeror shall not complete the representation in paragraph (d)(2) of this provision if the Offeror has represented that it "does not use covered telecommunications equipment or services, or any equipment, system, or service that uses covered telecommunications equipment or services" in paragraph (c)(2) of the provision at 52.204-26, or in paragraph (v)(2)(0) of the provision at 52.212-3. (a) Definitions. As used in this provision— vem- —2e, 2o2a Backhaul, covered telecommumcuumar eg apram t or services, cnhcal technology, mterconnectron arrangements, reasonable ingmry, roandol and substantial or essenhal component have the meanings provided in the dause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (b) Prohibition. (1)Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiecal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system Nothing in the prohibition shall be construed to— o) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the faotities of a third -parry, such as backhaul, roaming, or interconnection arrangements; or fill Cover telecommunications equipment that cannot route or redirect user data traffic or cannot peril visibility into any user data or packets that such equipment transmits or otherwise handles. (2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub L. 115- 232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract or extending or renewing a contract with an entity that uses any equipment, system, or service that uses covered telecommunications equipment a services as a substantial or essential component of any system, or as critical technology as part of any system This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Fsdeml contrail. Nothing in the prohibition shall be construed to— g ) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third -party, such as backhaul, roaming, or interconnection arrangements; or (ill Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles. (c) Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) (htlos,11—sal fa entities excluded from receiving federal awards for "covered telecommunications equipment or services". (it) Reprasentatlon The Offeror represents that— (1) Il o wall, o will co not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation The Offeror shall provide the additional disdosure informal required at paragraph (e)(1) of this section if the Offeror responds "will" in paragraph (d)(1) of this section; and (2) After conducting a reasonable inquiry, for purposes of this representation, the Offeror represents that — It o does, o does not use covered telecommunications equipment or services, or use any equipment, system, or service that uses covered telecommunications equipment or services. The Offeror shall provide the additional disclosure information required at paragraph (s)(2) of this section Ifthe Offeror responds "does" in paragraph (d)(2) of this section. (a) Disclosures. (1) Disclosure forthe representation in paragraph (d)(1) of this provision. If the Offeror has responded 'will' in the representation in paragraph (d)(1I of this provision, the Offeror shall provide the following information as part of the offer (i) For covered equipment — (A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the original equipment manufacturer (OEM) or a distributor, if known), (B) A description of all covered telecommunications equipment offered (include brand, model number, such as OEM number, manufacturer part number, or wholesaler number; and item desorption, as applicable); and (C)Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision. (h) For covered services — (A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand, model number, such as OEM number, manufacturer pad number, or wholesaler number; and item description, as applicable); or (B) If not associated with maintenance, the Product Service Code (PSC) of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision I---zs, 2- (2) Disclosure for the representation In paragraph (d)(2) of this provision. If the Offeror has responded "does" in the representation in paragraph (d)(2) of this provision, the Offeror shall provide the following information as part of time offer: (i) For covered equipment — (A) The entity that produced the covered telecommunication equipment (include entity name, unique enfity Identifier, CAGE code, and whether the entity was the OEM or a distributor, If known); (B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number, and item description, as applicable), and (C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision (10 For covered semces— (A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and hem description, as applicable); or (B) If not associated with maintenance, the PSC of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision. 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (Aug 2020). (a) Defimhons. As used in this clause— Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (a.gi connecting cell phonesdowers to the core telephone network). Backhaul can be wireless (e.g, microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet). Covered foreign country means The People's Republic of China Covered telecommunications equipment orservices meane- (1) Telecommunications equipment produced by Huawei Technologies Company orZTE Corporation (or any subsidiary or affiliate of such entities); (2) For the purpose of public safety, security of Government fesid0 s, physical seounty surveillance of critical infrastructure, and other natural security purposes, video surveillance and telecommunications equipment produced by Hytem Commumcabons Corporation, Hangzhou Hmkvmsmon Digital Technology Company, or Dahua Technology Company (or any subsmdIany or affiliate of such entities); (3) Telecommunications or video surveillance services provided by such entities or using such equipment; or (4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an enfity owned or controlled by, or otherwise connected to, the government of a covered foreign country. Critical technology means- (1) Derise articles or defense services included on the United States Munitions List set forth in the International Traffic in Adds Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations; (2) Items Included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VIl of title 15, Code of Factual Regulations, and controlled- (i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or fill For reasons relating to regional stability or surrepfitious listening; (3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities); (4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material), (5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, pad 121 of ti0e 9 of such Code, or pad 73 of title 42 of such Code; or (6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817). I.--v ze, zoza Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of mother's network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources. Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third -party audit. Roaming means cellular communications services (e g, voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is to high Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service (b) Prohibition. (1) Section 881 of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. The Contractor is prohibited from providing to the Government any equipment, system, or service that uses covered telecommunications equipments services as a substantial or essential component of any system, or as critical technology as pad of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4 2104 (2) Section 889(a)(1)(B) of the John S McCain National Defense Authorization Act for Fiscal Year 2019 IF& L 115- 232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract, or extending or renewing a contract, with an entity that uses any equipment, system, or service that uses covered telecommumcations equipment or services as a substantial ess ential sentitical al component of any system, or as call technology as pad of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104, This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. (c) Exceptions. This clause does not prohibit contractors from providing— (1) A service that connects to the facilities of a third -party, such as backhaul, roaming, or interconnection arrangements; or (2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles fit Reporting requirement. (1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is real of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paregaph (d)(2) of this clause to the Contracting Officer, unless elsewhere in this contract are established procedures for reporting the information; in the case of the Department of Defense, the Contractor shall report to the website at https:l/dibnet.dod.mil, For indefinite delivery contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contrzct and the Contracting Officers) for any affected order or, in the case of the Depamment of Defense, identify both the indefinite delivery contract and any affected orders in the hoped provided at Imps lldibnet red and (2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause (1) Within one business day from the date of such identification or notification: the contract number, the order number(s), d applicable, supplier name, supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer pad number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended. (n) Within 10 business days of submitting the information in paragraph (d)(2)(0 of this clause: any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services (a) Subcontrects. The Contractor shall insert the substance of this clause, including this paragraph (a) and excluding paragraph (b)(2), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial items. The following certifications and provisions may be required and apply when Participating Agency expends federal funds for any purchase resulting from this procurement process. Pursuant 0 2 C F R § 200.326, all contracts, including small purchases, awarded by the Participating Agency and the Participating Agency's subcontractors shall contain the procurement provisions of Appendix II to Pad 200, as applicable. APPENDIX II TO 2 CFR PART 200 (A) Contracts for more than the simplified acquisition threshold currently set at $250,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. Pursuant to Federal Rule (A) above, when a Participating Agency expends federal funds, the Participating Agency reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contmet by either party. Does offeror agree? YES Initials of Authorized Representative of offeror (B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to Federal Rule (B) above, when a Participating Agency expends federal funds, the Participating Agency reserves the right to immed ately terminate any agreement in excess of $10,000 resulting from this procurement process in the event of a breach or default of the agreement by Offeror as detailed in the terms of the contract. Does offxoragree? YES Initials of Authonzed Representative of offeror (C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 601 in accordance with Executive Order 11246, "Equal Employment Opportunity" 130 CFR 12319,12935, 3 CFR Part,1964-1965 Comp., P. 339j, as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." Pursuant to Federal Rule (C) above, when a Participating Agency expends fedeml funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein. Does offeror agree to abide by the above? YES Initials of Authorized Representative of offeror (D) 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 CFR Part 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. 3145j, as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work vex,.—zs, zoca 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. Pursuant to Federal Rule (D) above, when a Participating Agency expends federal funds during the term of an award for all contracts and subgrants for construction or repair, offeror will be In compliance with all applicable Dews -Bacon Act provisions. Does offeror agree? YER Initials of Authorized Representative of offeror (E) 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 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to computethe 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. Pursuant to Federal Rule (E) above, when a Participating Agency expends federal funds, offeror certifies that offeror will be in compliance with all applicable provisions of the Contract Work Hours and Safety Standards Act during the term of an award for all contracts by Participating Agency resulting from this procurement process. Does offeror agree? YF`; Initials of Authorized Representative of offeror (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of "funding agreement" under 37 CFR §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 CFR Part 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. Pursuant to Federal Rule (F) above, when federal Lords are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (F) above Does offeror agree? YES_ Initials of Authorized Representative of offeror (G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251.1387), as mended —Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires 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) In the event Federal Transit Administration (FTA) or Debarment of Transportation (DOT) funding is used by Perficipating Public Agency, Offeror also agrees 0 include Clean Air and Clean Water requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA Pursuant to Federal Rule (G) above, when federal funds are expended by Participating Agency, the offeror certifies that during the tens of an award for all contracts by Participating Agency member msulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (G) above Does offeraragree?YES _ Initials of Authorized Representative of offeror Vers,au-2e, 20T1 (H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 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 Executive Office of the President Office of Management and Budget (OMB) guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority otherthan Executive Order 12549. Pursuant to Federal Rule (H) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that neither it nor its principals Is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. If at any time during the term of an award the offeror or Its principals becomes debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency, the offeror will notify the Participating Agency Does offeror agree? YFI Initials of Authorized Representative of offeror (I) Byrd Anti -Lobbying Amendment (31 U.S.L. 1352)—Contractom that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not 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. Each tier must also disclose any lobbying with non -Federal funds that lakes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non -Federal award. Pursuant to Federal Rule (1) above, when federal funds am expended by Participating Agency, the offeror certifies that during the term and after the awarded term of an award for all concocts by Padidpating Agency resulting from this procurement process, the offeror certifies that it is in compliance with all applicable provisions of the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352). The undersigned further certifies that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection w0h the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to Influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Foml-LLL, "Disclosure of Lobbying Activities," in accordance with its instructions This ceNficabon is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering Into this transaction imposed by Section 1352, Title 31, U S Code Any person who fails to file the required cedffcation shall be subject to a civil penalty of not less than $10,000 and not mare than $1110,000 for each such failure (3) The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this cedification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall cedify and disclose accordingly. Does offeror agree? YES Initials of Authorized Representative of offeror RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS When federal funds are expended by Participating Agency for any contract resuting from this procurement process, offeror ceNfies that it will comply with the record retention requirements detailed in 2 CFR § 200.333 The offeror further cerl that offeror will retain all records as required by 2 CFR § 200.333 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are dosed. Does offeror agree? YES Initials of Authorized Representative of offeror CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT When Participating Agency expends federal funds for any contract resulting from this procurement process, offeror certifies that it will comply with the mandatory standards and policies relating 0 energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U S C. 6321 at seq., 49 C F R Part 18). Does offeror agree? YES Initials of Authorized Representative of offeror CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS To the extent purchases are made with Federal Highway Administration, Fedeml Railroad Administration, or Federal Transit Administration funds, offeror cobras that its products comply with all applicable provisions of the Buy America Act and agrees to provide such certification or applicable waiver with respect to specific products to any Participating Agency upon request. Purchases made in accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open competition. Addifionally: (1) The Contractor agrees to comply with 49 USC 53230) and 49 CFR Part 661, which provide that f elerel funds may not be obligated unless steel, iron and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 CFR 61 general public interest waiver from the Buy America requirements applies to microprocessors, computers, microcomputers, software or other such devices, which are used solely for the purpose of processing or storing data. This geneml waiver does not extend to a product or device that merely contains a microprocessor or microcomputer and is not used solely for the purpose of processing or storing data Separate requirements for rolling stock are set out at 53230)(2)(C) and 49 CFR 661.11 (2) A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification with all bids on FTA- funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. This requirement does not apply to lower tier subcontractors. The following certdicates titled FTA and DOT Buy America Certification should be completed and returned with the response as part of FTA and DOT requirements. FEDERAL TRASIT ADMINISTRATION (FTA) AND DEPARTMENT OF TRANSPORTATION (DOT) - BUY AMERICA: CERTIFICATION REQUIREMENT FOR PROCUREMENTOF ROLLING STOCK CERTIFICATE OF COMPLIANCE (selectone of the two options, NOT BOTH) Certificate of Compliance with 49 USC §53230) The proposer hereby certifies that it will comply with the requirements of 49 U.S.C. 53230), and the applicable regulations of 49 CFR 661.11 Checkfor YES: ❑ Certificate of Non -Compliance with 49 USC §53230) I-- Iwo 28, 2num The proposer hereby certifies that it cannot comply with the requirements of 49 U.S.C. 53230), but may quality for an exception to the requirement consistent with 49 U.S.C. 53230)(2)(C), and the applicable regulations in 49 CFR 661.7. Check for YES: ❑ FEDERAL TRASIT ADMINISTRATION (FTA) AND DEPARTMENT OF TRANSPORTATION (DOT) - BUY AMERICA: CERTIFICATION REQUIREMENT FOR PROCUREMENT OF STEEL OR MANUFACTURED PRODUCTS CERTIFICATE OF COMPLIANCE (select one of the two options, NOT BOTH) Certificate of Compliance with 49 USC §53230)(1) The proposer hereby certifies that it will comply with the requirements of 49 U S C. 53230)(1), and the applicable regulations in 49 CFR part 611. Check for YES: ❑ Certificate of Non -Compliance with 49 USC §53230)(1) The proposer hereby certdles that it cannot comply with the requirements of 49 U.S.C. 53230), but it may qualify for an exception to the requirement pursuant to 49 U.S.C. 53230)(2), as amended, and the applicable regulations in 49 CFR 661.7. Check for YES: ❑ Does offeror agree? YES Initials of Authorized Representative of offeror Offemr's Name Address, City, State, and Zip Code Phone Number Fax Number: Printed Name and Title of Authorized Representative Email Address: Signatum of Authorized Representative: Date: CERTIFICATION OF ACCESS TO RECORDS— 2 C.F.R. § 200.336 Offeror agrees that the Inspector General of the Agency or any of their duly authorized representatives shall have access to any documents, papers, or other records of offeror that are pert'ment to offences discharge of Its obligations under the Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to offeroes personnel for the purpose of interview and discussion relating to such documents Does offeror agree? YES Initials of Authorized Representative of offeror CERTIFICATION OF APPLICABILITY TO SUBCONTRACTORS Offeror agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions. Does offeror agree? YUR Initials of Authorized Representative of offeror COMMUNITY DEVELOPMENT BLOCK GRANTS Purchases made under this contract may be partially or fully funded with federal grant funds. Funding for this work may include Federal Funding sources, including Community Development Block Grant (CDBG) funds from the U.S. Department of Housing and Urban Development. When such funding is provided, Offeror shall comply with all tens, conditions and requirements enumerated by the grant funding source, as well as requirements of the State statutes for which the contract is utilized, whichever 1—ii, love zs, 2.1 is the more restndrve requirement When using Federal Funding, Offeror shall comply wdh all wage and latest reporting prowsons of the Federal Daws-Bacon Ad. HUD-4010 Labor Provisions also applies to this contract. Does offeror agree? YES Initials of Authorized Representative of offeror Offeror agrees to comply with all federal, stale, and local laws, rules, regulations and ordinances, as applicable. it is further acknowledged that offeror certifies compliance with all provisions, laws, acts, regulations, etc. as specifically noted above. Offeror's Name: Address, City, State, and Zip Code: Phone Number Fax Number Printed Name and Title of Authonzad Representative: Email Address: Signature of Authorized Representative: Date FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL CONDITIONS Awarded Supplier(s) (also referred to as Contractors) may need to respond to events and losses where products and services are needed for the immediate and initial response to emergency situations such as, but not limited to, water damage, fire damage, vandalism cleanup, biohazard cleanup, sewage decontamination, deodorization, and/or wind damage during a disaster or emergency situation. By submitting a proposal, the Supplier is accepted these FEMA and Additional Federal Funding Special Conditions required by the Federal Emergency Management Agency (FEMA) and other federal entities. "Contract" in the below pages under FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL CONDITIONS is also referred to and defined as the "Master Agreement". "Contractor in the below pages under FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL CONDITIONS is also referred to and defined as "Supplier or "Awarded Supplier. Conflicts of Interest No employee, officer, or agent may participate in the selection, award, or administration of a contract supported by a FEMA award if he or she has a real or apparent conflict of interest Such a conflict would sarism when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or n organization which employs or is about to employ any of these parties, has a financial or other interest in or a tangible personal benefit from a firm considered for award. 2 C.F.R. § 200.318(c)(1): See also Standard Form 424D, ¶ 7: Standard Form 424B, ¶ 3. i. FEMA considers a "financial interest" to be the potential for gain or loss to the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of these parties as a result of the particular procurement. The prohibited financial interest may arise from ownership of certain financial Instruments or investments such as stock, bonds, or real estate, or from a salary, indebtedness, job offer, or similar interest that might be affected by the particular procurement. it. FEMA considers an "apparent" conflict of interest to exist where an actual conflict does not exist, but where a reasonable person with knowledge of the relevant facts would question the impartiality of the employee, officer, or agent participating in the procurement. c. Gifts. The officers, employees, and agents of the Participating Public Agency nor the Participating Public Agency ('NFE") must neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts. However, NFE's may set standards for situations in which the financial interest is de minimus, not substantial, or the gift is an unsolicited item of nominal value. 2 C.F.R. § 200.318(c)(1). d. Violations. The NFE's written standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the NFE. 2 C.F.R. § 200.318(c)(1). For example, the penalty for a NFE's employee may be dismissal, and the penalty for a contractor might be the termination of the contract. Contractor Integrity A contractor must have a satisfactory record of integrity and business ethics. Contractors that are debarred or suspended, as described in and subject to the debarment and suspension regulations implementing Executive Order 12549, Debarment and Suspension (1986) and Executive Order 12689, Debarment and Suspension (1989) at C.F.R. Part 180 and the Department of Homeland Security's regulations at C.F.R. Part 3000 (Non -procurement Debarment and Suspension), must be rejected and cannot receive contract awards at any level. Notice of Legal Matters Affecting the Federal Government In the event FTA or DOT funding is used by Participating Public Agency, Contractor agrees to: 1) The Contractor agrees that if a current or prospective legal matter that may affect the Federal Government emerges, the Contractor shall promptly notify the Participating Public Agency of the legal matter in accordance with 2 C.F.R. §§ 180.220 and 1200.220. 2) The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason. 3) The Contractor further agrees to include the above clause in each subcontract, at every tier, financed in whole or in part with Federal assistance provided by the FTA. Public Policy A contractor must comply with the public policies of the Federal Government and state, local government, or tribal government. This includes, among other things, past and current compliance with the: a. Equal opportunity and nondiscrimination laws b. Five affirmative steps described at 2 C.F.R. § 200.321(b) for all subcontracting under contracts supported by FEMA financial assistance; and FEMA Procurament Guidance June 21, 2016 Page IV- 7 c. Applicable prevailing wage laws, regulations, and executive orders Affirmative Steps For any subcontracting opportunities, Contractor must take the following Affirmative steps 1. Placing qualified small and minority businesses and women's business enterprises on solicitation lists; 2. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; 3. Dividing total requirements, when economically feasible, Into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; 4. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; and 5. Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce Prev.i tinq Wape Requirements When applicable, the awarded Contractor (s) and any and all subcontractor(s) agree to comply with all laws regarding prevailing wage rates including the Davis -Bacon Act, applicable to this solicitation and/or Participating Public Agencies. The Participating Public Agency shall notify the Contractor of the applicable pricing/prevailing wage rates and must apply any local wage rates requested. The Contractor and any subcontractor(s) shall comply with the prevailing wage rates set by the Participating Public Agency. Federal Reauirements If products and services are Issued in response to an emergency or disaster recovery the Items below, located in this FEMA Special Conditions section of the Federal Funds Certifications, are activated and required when federal funding may be utilized. 2 C.F.R. 6 200.326 and 2 C.F.R. Part 200. Aaoendix It. Reauired Contract Clauses 1. CONTRACT REMEDIES Contracts for more than the federal simplified acquisition threshold (SAT), the dollar amount below which an NFE may purchase property or services using small purchase methods, currently set at $250,000 for procurements made on or after June 20, 2018,4 must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms and must provide for sanctions and penalties as appropriate. v,r,00.—zli,- 1.1 Applicability This contract provision is required for contracts over the SAT, currently set at $250,000 for procurements made on or after June 20, 2018. Although not required for contracts at or below the SAT, FEMA suggests including a remedies provision. 1.2 Additional Considerations For FEMA's Assistance to Firefighters Grant (AFG) Program, recipients must include a penalty clause in all contracts for any AFG-funded vehicle, regardless of dollar amount. In that situation, the contract must include a clause addressing that non -delivery by the contract's specified date or other vendor nonperformance will require a penalty of no less than $100 per day until such time that the vehicle, compliant with the terms of the contract, has been accepted by the recipient. This penalty clause should, however, account for force majeure or acts of God. AFG recipients should refer to the applicable years Notice of Funding Opportunity (NOFO) for additional information, which can be accessed at FEMA.gov. 2. TERMINATION FOR CAUSE AND CONVENIENCE a Standard. All contracts in excess of $10,000 must address termination for cause and for convenience by the non -Federal entity, including the manner by which It will be effected and the basis for settlement. See 2 C.F.R. Part 200, Appendix HIS). I. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs. 3. EQUAL EMPLOYMENT OPPORTUNITY When applicable a Standard Except as otherwise provided under 41 C.F.R. Part 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 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 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. Part 60 (Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor). See 2 C.F.R. Part 200, Appendix II(C). b. Kev Definitions. I. Federal(y Assisted Construction Contract. The regulation at 41 C.F.R. § 60- 1.3 de Ines a 'federally assisted construction contract" as any agreement or modification thereof between any applicant and a person for construction work which is paid for in whole or in part with funds obtained from the Government or borrowed on the credit of the Government pursuant to any Federal program involving a grant, contract, loan, insurance, or guarantee, or undertaken pursuant to any Federal program involving such grant, contract, loan, insurance, or guarantee, or any application or modification thereof approved by the Government for a grant, contract, loan, insurance, or guarantee under which the applicant itself participates in the construction work ii. Construction VVML The regulation at 41 C.F.R. § 60-1.3 defines "construction work" as the construction, rehabilitation, alteration, conversion, extension, demolition or repair of buildings, highways, or other changes or improvements to real property, including facilities providing utility services. The term also includes the supervision, inspection, and other onsite functions incidental to the actual construction. c Applicability. This requirement applies to all FEMA grant and cooperative agreement programs. d Req(rired Lanauape. The regulation at 41 C.F.R. Part 60-1.4(b) requires the insertion of the following contract clause. Dunne the nerformance of this contract. the contractor agrees as follows: (1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gander identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, Including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or nationalorigin (3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. (4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor (6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (11 through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States. The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance , and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance. The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1165, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, SubpartD of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings. 4. DAVIS-BACON ACT a Standard. 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 at 29 C.F.R. Part 5 (Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction). See 2 C.F.R Part 200, Appendix II(D) 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 b. Applicability The Davis -Bacon Act applies to the Emergency Management Preparedness Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program, and Transit Security Grunt Program. c Requirements. If applicable, the non-federal entity must do thefollowing I. 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 ii. Additionally, pursuant 2 C.F.R. Part 200, Appendix II(D), contracts subject to the Davis -Bacon Act, must also include a provision for compliancewith the Copeland "Anti -Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations at 29 C.F.R. Part 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 Copeland Anti- Kickback 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 FEMA. in. 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 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). Suaoested I_anrnrane The following provides a sample contract clause: Compliance with the Davis -Bacon Act a. All transactions regarding this contract shall be done in compliance with the Davis -Bacon Act (40 U S.C. 3141- 3144, and 3146-3148) and the requirements of 29C.F.R. pt. 5 as may be applicable. The contractor shall comply with 40 U.S.C. 3141- 3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as applicable. b, Contractors are required to pay wages to laboremand mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. c Additionally, contractors are required to pay wages not less than once awe k S. COPELAND ANTI -KICKBACK ACT a Standard. Recipient and subrecipient contracts must include a provision for compliance with the Copeland"Anti-Kickback' Act (40 U.S C 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United Stales"). b. Applicability. This requirement applies to all contracts for construction or repair work above $2,000 in situations where the Davis -Bacon Act also applies. It DOES NOT apply to the FEMA Public Assistance Program. c Requirements. If applicable, the non-federal entity must include a provision for compliance with the Copeland "Anti -Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations at 29 C.F.R. Part 3 (Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States). 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 FEMA. Additionally, in accordance with the regulation, each contractor and subcontractor must furnish each week a statement with respect to the wages paid each of its employees engaged in work covered by the Copeland Anti -Kickback Act and the Davis Bacon Act during the preceding weekly payroll period. The report shall be delivered by the contractor or subcontractor, within seven days after the regular payment date of the payroll period, to a representative of a Federal or State agency in charge at the site of the building or work. Sample Lanouaae. The following provides a sample contract clause: Compliance with the Copeland "Anti -Kickback" Act. a Contractor. The contractor shall comply with 18 U.S.C. §874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract. b. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses c Breach. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. §5.12." 6, CONTRACT WORK HOURS AND SAFETY STANDARDSACT Standard. Where applicable see 40 U.S.C. §§ 3701-3708), 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 at29 C.F.R. Part 5. See 2 C.F.R. Part 200, Appendix II(E). Under 40 U.S.C. § 3702, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard workweek 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. Further, no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous. h AoolicabiliN. This requirement applies to all FEMA contracts awarded by the non- federal emity in excess of $100,000 under grant and cooperative agreement programs that involve the employment of mechanics or laborers. It is applicable to constroction work. These requirements do not apply to the purchase of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. c Suggested Language. The regulation at 29 C.F.R. § 5.5(b) provides contract clause language concerning compliance with the Contract Work Hours and Safety Standards Act. FEMA suggests including the following contract clause: (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in suchworkweek. (2) Violation; liability for unpaid wages, liquidated damages. In the event ofany violation of the clause set forth in paragraph (b)(1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (b)(1) ofthis section, in the sum of $27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (b)(1) of this section. (3) Withholding for unpaid wages and liquidated damages. The Federal agency or loam/grant recipient shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safely Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) of thissection. (4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses setforth in paragraph (b)(1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (b)(1) through (4) of thisseclion RIGHTS TO INVENTIONS MADE UNDER A CONTRACT ORAGREEMENT a Standard. Ifthe FEMA award meets the definition of Yunding agreement" under 37C.F.R. § 401.2(a) and the non -Federal entity wishes to enter into a contractwith a small business firm or nonprgft organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that 'funding agreement," the non- Federal entity must comply with the requirements of 37 C.F.R. Part 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 FEMA. See 2 C.F.R. Part 200, Appendix II(F). h Applicability. This requirement applies to "funding agreements,' but it DOES NOT apply to the Public Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program, and Federal Assistance to Individuals and Households — Other Needs Assistance Grant Program, as FEMA awards under these programs do not meet the definition of "funding agreement." c Funding Agreements Definition. The regulation at 37 C.F.R. § 401.2(a) defines "funding agreement as any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any contractor for the performance of experimental, developmental, or research work funded in whole or in part by the Federal government. This term also includes any assignment, substitution of parties, or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph. CLEAN AIR ACT AND THE FEDERAL WATER POLLUTION CONTROLACT a Standard. If applicable, contracts must contain a provision that requires the contractor to agree to comply with all applicable standards, orders, or regulations issued pursuant to the Clean AirAct (42 U.S.C. §§ 7401-7671 q.) and the Federal Water Pollution Control Act as amended (33 U.S.C. §§ 1251-1387). Violations must be reported to FEMA and the Regional Office of the Environmental Protection Agency, See 2 C.F.R. Part 200, Appendix ING). I.—twoN,z b. Applicability. This requirement applies to contracts awarded by a non-federal entity of amounts in excess of $150,000 under a federalgrant. c Sunnested I_anniwna The following provides a sample contract clause. Clean Air Act 1. The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 at seq. 2. The contractor agrees to report each violation to the Participating Public Agency and understands and agrees that the Participating Public Agency will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. 3. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. Federal Water Pollution Control Act L The contractor agrees to comply with all applicablestandards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 etseq. 2. The contractor agrees to report each violation to the Participating Public Agency and understands and agrees that the Participating Public Agency will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office 3. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided byFEMA. A DEBARMENT AND SUSPENSION a Standard. Non -Federal entities and contractors are subject to the debarment and suspension regulations implementing Executive Order 12549, Debarment and Suspension (1986) and Executive Order 12689, Debarment and Suspension (1989) at 2 C.F.R. Part 180 and the Department of Homeland Security's regulations at 2 C.F.R. Part 3006 (Non -procurement Debarment and Suspension). la Applicability. This requirement applies to all FEMA grant and cooperative agreement programs. a Requirements. veg�oo twaze, xozl I. These regulations restrict awards, subawards, and contracts with certain parties that are debarred, suspended, or otherwise excluded from or ineligible for participation in Federal assistance programs and activities. See 2 C.F.R. Part 200, Appendix II(H); and 2 C.F.R. § 200.213. A contract award must not be madelo parties listed in the SAM Exclusions. SAM Exclusions is the list maintained by the General Services Administration that contains the names 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. SAM exclusions can be accessed at www.sam gov See 2 C.F.R. § 180 530 ii. In general, an "excluded' party cannot receive a Federal grant award or a contract within the meaning of a"covered transaction," to include subawards and subcontracts. This includes parties that receive Federal funding indirectly, such as contractors to recipients and subrecipients. The key to the exclusion is whether there is a "covered transaction," which is any non -procurement transaction (unless excepted) at either a "primary or "secondary" tier. Although "covered transactions" do not include contracts awarded by the Federal Government for purposes of the non -procurement common rule and DHS's implementing regulations, it does include some contracts awarded by recipients and subrecipients. iii. Specifically, a covered transaction includes the following contracts for goods or services: 1. The contract is awarded by a recipient or subrecipient in the amount of at least $25,000 2. The contract requires the approval of FEMA, regardlessof amount. 3. The contract is for federally -required auditservices. 4. A subcontract is also a covered transaction if it is awarded by the contractor of a recipient or subrecpient and requires either the approval of FEMA or is in excess of$25,000. d Suggested Language The following provides a debarment and suspension clause. It incorporates an optional method of verifying that contractors are not excluded or disqualified Sna_na_nalnn and Debarment (1) This contract is a covered transaction for purposes of2 C.F.R. pt. 180 and2C.F.R. pt. 3000. As such, the contractor is required to verify that none of the contractors principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180 935). (2) The contractor must comply with 2 C.F.R pt. 180, subpart C ari C.F.R. pt 3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into (3) This certification is a material representation of fact relied upon by the Participating vegoo.rwaza, zozs Public Agency. If it is later determined that the contractor did not comply with 2 C.F.R. pt 180, subpart C and 2 C F R. pt 3000, subpart C, in addition to remedies available to the Participating Public Agency, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. BYRD ANTI -LOBBYING AMENDMENT a Standard. Each tier certifies to the tier above that it will not and has not 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. FEMA's regulation at 44 C.F.R. Part 18 implements the requirements of 31 U.S C. § 1352 and provides, in Appendix A to Part 18, a copy of the certification that is required to be completed by each entity as described in 31 U S C § 1352 Each tier must also 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 Federal awarding agency b. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs. Contractors that apply or bid for a contract of$100,000 or more under a federal grant must file the required certification. See 2 C.F.R. Part 200, Appendix II(1); 31 U.S.C. § 1352; and 44 C.F.R. Part 18. G Suaaested Lanauaa.. Bvrd Anfi-Lobbvina Amendment 31 U S.C. & 1352 (as amendedl Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not 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. Each tier shall also 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 recipient who in turn will forward the certification(s) to the awarding agency. d Required Certification. If applicable, contractors must sign and submit to the non-federal entity the following certification. APPENDIX A. 44 C.F.R. PART 18 — CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements v,poo.rwaze, xoz3 The undersigned certifies, to the best of his or her knowledge and belief, that 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, H any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. Chap. 38, Administrative Remedies for False Claims and Statements, apply to this certification and disclosure, if any. Signature of Contractors Authorized Official Name and Title of Contractors Authorized Official Date PROCUREMENT OF RECOVERED MATERIALS a Standard 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 and Recovery Act See 2 C F.R. Part 200, Appendix II(J); and 2 C.F.R. §200.322. b. Applicability. This requirement applies to all contracts awarded by a non- federal entity under FEMA grant and cooperative agreement programs. c Requirements. The requirements of Section 6002 include procuring only items designated in guidelines of the EPA at 40 C F.R. Part 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 by the preceding fiscal year exceeded $10,000; procuring solid waste management services in manner that maximizes energy and overy; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines d Sugpesfed I anrvwn I. In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA -designated items unless the product cannot be acquired- 1 Competitively within a timeframe providing for compliance with the contract performance schedule; 2 Meeting contract performance requirements, or 3 At a reasonable price. if. Information about this requirement, along with the list of EPA- designated items, is available at EPA's Comprehensive Procurement Guidelines web site, httDs://www.eoa.aov/smm/comprehensive-Drocurement-auidel ine-coa-Droaram. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.- 12. DOMESTIC PREFERENCES FOR PROCUREMENTS As appropriate, and to the extent consistent with law, CONTRACTOR should, to the greatest extent Practicable under a federal award, provide a preference for the purchase, acquisition, or use of goods, products or materials produced in the United States. This includes, but is not limited to, iron, aluminum, steel, cement, and other manufactured products. Applicability For purchases in support of FEMA declarations and awards issued on or after November 12, 2020, all FEMA recipients and subrecipients are required to include in all contracts and purchase orders for work or products a contract provision encouraging domestic preference for procurements. Domestic Preference for Procurements As appropriate, and to the extent consistent with law, the contractor should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer -based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber." 13. ACCESS TO RECORDS a. Standard All recipients, subrecipients, successom, transferees, and assignees must acknowledge and agree to comply with applicable provisions governing DHS access to records, accounts, documents, information, facilities, and staff. Recipients must give DHS/FEMA access to, and the right to examine and copy, records, accounts, and other documents and sources of information related to the federal financial assistance award and permit access to facilities, personnel, and other individuals and information as may be necessary, as required by DHS regulations and other applicable laws or program guidance. See DHS Standard Terms and Conditions: Version 8.1 (2018). Additionally, Section 1225 of the Disaster Recovery Reform Act of 2018 prohibits FEMA from providing reimbursement to any state, local, tribal, or territorial government, or private non-profit for activities made pursuant to a contract that purports to prohibit audits or internal reviews by the FEMA administrator or ComptrollerGeneral. Access to Records The following access to records requirements apply to this contract i.The Contractor agrees to provide Participating Public Agency, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. ii.The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. iii. The Contractor agrees to provide the FEMA Administrator or his authorized representatives access to construction or other work sites pertaining to the work being completed under the contract. iv.ln compliance with the Disaster Recovery Act of 2018, the Participating Public Agency and the Contractor acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States. A CHANGES a Standard. To be eligible for FEMA assistance under the non -Federal entity's FEMA grant or cooperative agreement, the cost of the change, modification, change order, or constructive change must be allowable, allocable, within the scope of its grant or cooperative agreement, and reasonable for the completion of project scope. b. Applicability. FEMA recommends, therefore, that a non -Federal entity include a changes clause in its contract that describes how, if at all, changes can be made by either parry to alter the method, price, or schedule of the work without breaching the contract. The language of the clause may differ depending on the nature of the contract and the end item procured 15. DHS SEAL, LOGO, AND FLAGS a Standard. Recipients must obtain permission prior to using the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials. See DHS Standard Terms and Conditions Version 8.1(2018). b. Applicability. FEMA recommends that all non -Federal entities place in their contracts a provision that a contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre -approval. c. "The contractor shall not use the DHS seats), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre -approval. 16. COMPLIANCE WITH FEDERAL LAW, REGULATIONS, AND EXECUTIVE ORDERS a Standard. The recipient and its contractors are required to comply with all Federal laws, regulations, and executive orders. b Applicability. FEMA recommends that all non -Federal entities place into their contracts an acknowledgement that FEMA financial assistance will be used to fund the contract along with the requirement that the contractor will comply with all applicable Federal law, regulations, executive orders, and FEMA policies, procedures, and directives c. "This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of the contract The contractor will comply with all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives." 17. NO OBLIGATION BY FEDERAL GOVERNMENT a. Standard. FEMA is not a party to any transaction between the recipient and its contractor. FEMA is not subject to any obligations or liable to any party for any matter relating to the contract. b. Applicability. FEMA recommends that the non -Federal entity include a provision in its contract that states that the Federal Government is not a party to the contract and is not subject to any obligations or liabilities to the non -Federal entity, contractor, or any other party pertaining to any matter resulting from the contract. c. "The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non -Federal entity, contractor, or any other party pertaining to any matter resulting from the contract." IS. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS a Standard. Recipients must comply with the requirements of The False Claims Act (31 U S C §§ 3729-3733) which prohibits the submission of false or fraudulent claims for payment to the federal government. See DHS Standard Terms and Conditions: Version 8.1 (2018); and 31 U.S.C. §§ 3801-3812, which details the administrative remedies for false claims and statements made. The non -Federal entity must include a provision in its contract that the contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to its actions pertaining to the contract. b. Applicability. FEMA recommends that the non -Federal entity include a provision in its contract that the contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to its actions pertaining to the contract. c. "The Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor's actions pertaining to this contract.- d. In the event FTA or DOT funding is used by a Participating Public Agency, Contractor further acknowledges U.S. DOT regulations, "Program Fraud Civil Remedies,' 49 CFR Part 31, and apply to its actions pertaining to this Contract. Upon execution of the underlying Contract, Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to me made, pertaining to the underlying Contract or the FTA assisted project for which this Contract Work is being performed. In addition to other penalties that may be applicable, Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on Contractor to the extent the Federal Government deems vereos tweza, zoxs appropriate. Contractor also acknowledges that 8 it makes, or causes to me made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307 (n)(1) on the Contractor, to the extent the Federal Government deems appropriate. Contractor agrees to include the above clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 19. CLEAN WATER STATE REVOLVING FUNDS (CWSRF) AND DRINKING WATER STATE REVOLVING FUNDS (DWSRF) Should agencies be utilizing Clean Water State Revolving or Drinking Water State Revolving Funds, the following may apply as indicated by the Participating Public Agency: a. Neither the State, the U.S. EPA, nor any of its departments, agencies, or employees, are or will be a party to resulting work or local agreements when CWSRF or DWSRF are utilized. b. All laborers and mechanics employed by contractors and subcontractors on projects on projects funded directly by or assisted in whole or in part by and through the Clean Water State Revolving Funds (CWSRF) or the Drinking Water State Revolving Funds (DWSRF) shall be paid wages at rates not less than those prevailing on projects of a character similar in the locality as determined by the Secretary of Labor in accordance with subchapter IV of chapter 31 of title 40, United States Code. Wages to be paid on this project will be governed by the Department of Labor Wage General Decision or Decisions included in the bid documents for this project. c. Equal Opportunity in Employment — All qualified applicants will receive consideration for employment without regard to race, color, religion, sex (including pregnancy), sexual orientation, gender identity, national origin, age (40 or older), disability or genetic information. Bidders on this work will be required to comply with the Department of Labor regulations at 41 CFR Part 60-4, relating to Construction Contractors --Affirmative Action Requirements, which include the President's Executive Order No 11246, as amended by Executive Order 11375 and Executive Order No. 13672, in the award and administration of contracts awarded under TWDB financial assistance agreements. Failure by the Contractor to carry out these requirements is a material breach, which may result in the termination of the awarded financial assistance d. Contractors shall comply with all record keeping and reporting requirements under the Clean Water Act/Safe Drinking Water Act, including any reports required by a Federal agency or the Finance Authority such as performance indicators of program deliverables, information on costs and project progress The Participate understands that (I) each contract and subcontract related to the Project is subject to audit by appropriate federal and state entities and (ii) failure to comply with the Clean Water Act/Safe Drinking Water Act and this Agreement may be a default hereunder that results in a repayment of the Loan in advance of the maturity of the Bonds and/or other remedial actions. The Davis -Bacon prevailing wage requirements apply to Contractors and Subcontractors performing on federally funded or assisted contracts in excess of $2,000 for the construction, alteration or repair (including painting) of a treatment works project under the CWSRF or a construction project under the DWSRF. e. For prime contracts in excess of $100,000, Contractors and Subcontractors must also, under the provisions of the Contract Work Hours and Safety Standards Act, as amended, pay laborers and mechanics, including guards and watchmen, at least one and one-halftimes their verrrvs tunr zs, zozs regular rate of pay for all hours worked over 40 in a workweek The Fair Labor Standards Act may also apply to Davis -Bacon covered contracts. I. Any contracts or subcontracts in excess of $2,000 must include the provisions of Davis -Bacon Wage Rate Requirements. g. Any local agreements or work awarded under this solicitation are subject to the American Iron and Steel (AIS) requirements of Section 608 of the Federal Water Pollution Control Act if CWSRF or DWSRF are involved. As such, the Contractor hereby represents and wanants to and for the benefit of the Participating Public Agency that (a) the Contractor has reviewed and understands the American Iron and Steel Requirement, (b) all of the iron and steel products used in CWSRF or DWSRF related projects will be and/or have been produced in the United States in a manner that complies with the American Iron and Steel Requirement, unless a waiver of the requirement is approved, and (c) the Contractor will provide any further verified information, certification or assurance of compliance with this paragraph, or information necessary to support a waiver of the American Iron and Steel Requirement, as may be requested by the Participating Public Agency. Notwithstanding any other provision of this Agreement, any failure to comply with this paragraph by the Contractor shall permit the Participating Public Agency to enforce this Agreement and recover as damages against the Contractor any loss, expense, or cost (including without limitation attorney's fees) incurred by the Participating Public Agency resulting from any such failure (including without limitation any impairment or loss of funding, whether in whole or in part. Offeror agrees to comply with all terms and conditions outlined in the FEMA Special Conditions section of this solicitation. Offerors Name: Address, City, State, and Zip Code Phone Number: Fax Number: Printed Name and Title of Authorized Representative: Email Address: Signature of Authorized Representative: Date: FEDERAL TRANSIT ADMINISTRATION (FTA) AND DEPARTMENT OF TRANSPORTATION (DOT) SPECIAL CONDITIONS Awarded Suppliers) (also referred to as Contractors) may be asked to provide products and services to agencies following Federal Transit Administration and/or Department of Transportation requirements. By submitting a response, the Supplier is accepting these FTA and DOT Special Conditions. ryp GOVERr1MENT� [[���Llf/1TIgry TO 7HIRD P�iTIErq These requlremen(s do no�app(yy to micro-purcfiases ($10,000 or less, except for construction contracts over SZ 000). (1) The Participating Public Agency and contractor/vendor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the purchaser, contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The contractor agrees to include the above clause in each subcontract financed in whale or in part with Federal assistance provided by FTA. It Is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. Qr�TF�1 T AND LENT OR These rreequirementtss do not apply OoRnFRro Purchases (S1r7,i1�1i1 or ess, except for RELATED contracts over $2,000) (1) The contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as mended, 31 U.S.C. 3801 at seq. and U.S DOT regulations, "Program Fraud Civil Remedies, "49 CFR Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the contractor to the extent the Federal Government deems appropriate. (2) The contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that Is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. 5307, the Government reserves the right to impose the penalties of 18 U.S.C. 1001 and 49 U.S.C. § 5323(I) on the contractor, to the extent the Federal Government deems appropriate (3) The contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the Subcontractor who will be subject to the provisions. ESS ]jl j2E(�,OR[)`AND REPORTS RRecord a en ion. a Contractor will retain, and will require its subcontractors of all hers to retain, complete and readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents, reports, statistics, sub -agreements, leases, subcontracts, arrangements, other third party agreements of any type, and supporting materials related to those records. (2) Retention Period, The Contractor agrees to comply with the record retention requirements in accordance with 2 C.F.R. § 200.333. The Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of at not less than three (3) years after the dale of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto (3) Access to Records. The Contractor agrees to provide sufficient access to FTA and its contractors to inspect and audit records and information related to performance of this contract as reasonably may be required (4) Access to the Sites of Performance The Contractor agrees to permit FTA and its contractors access to the sites of performance under this contract as reasonably may be required. FEDERAL CHANGES (1) Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract Contractor's failure to so comply shall constitute a material breach of this Contract Contractor agrees to: a) Maintain all books, records, accounts and reports required under this Contract for a period of not less than three (3) years after the date of termination or expiration of this Contract or any extensions thereof except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case Contractor agrees to maintain same until Public Agency, the FTA Administrator, the Comptroller General, or any of their duly authonwd representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. b) Permit any of the foregoing parties to inspect all work, materials, payrolls, and other data and records with regard to the Project, and to audit the books, records, and accounts with regard to the Project and to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed for the purpose of audit and examination. FTA does not require the inclusion of these requirements of Article 1.01 in subcontracts. Reference 49 CFR 18.39 (a)(11). CIVIL RIGHTS I TITLE VI REQUIREMENTS The Participating Public Agency is an Equal Opportunity Employer. As such, the Participating Public Agency agrees to comply with all applicable Federal civil rights laws and implementing regulations. Apart from inconsistent requirements imposed by Federal laws or regulations, the Participating Public Agency agrees to comply with the requirements of 49 U.S.C. § 5323(h) (3) by not using any Federal assistance awarded by FTA to support procurements using exclusionary or discriminatory specifications. Under this Agreement, the Contractor shall at all times comply with the following requirements and shall include these requirements in each subcontract entered into as part thereof. (1) Nondiscrimination — In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. 20000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S C 6102, section 202 of the Americans with disabilities Act of 1990, 42 U.S.C. 12132, and Federal transit law at 49 US C. 5332, the contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Enn ovment O000rtunity — The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e at seq., and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. chapter 60, and Executive Order No. 11246, "Equal Employment Opportunity in Federal Employment" September 24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, national origin, or sex (including sexual orientation and gender identity). Such action shall include, but not be limited to, the following: employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Age - In accordance with the Age Discrimination in Employment Act, 29 U.S.C. §§ 621-634, U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, "Age Discrimination in Employment Act; 29 C.F.R. part 1625, the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 at seq., U.S. Health and Human Services regulations, "Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance; 45 C.F.R. part 90, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities- In accordance with section 504 ofthe Rehabilitation Act of 1973, as amended, 29 U S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 at seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. §4151 at seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (3) The contractor also agrees to include these requirements in each subcontract financed whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. IryC,�RPQRAT�(�fy nF FTA 4220AF TERMS (1) The preceding provisions include, m parr', ce am andard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1 F, dated November 1, 2008, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA-mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement The contractor shall not perform any act, fail to perform any act, or refuse to comply with any Participating Public Agency request, which would cause the Participating Public Agency to be in violation of the FTA terms and conditions. (2) Flow Down —The incorporation of FTA terms has unlimited flow down DISADVANTAGED BUSINESS ENTERPRISE (DBE) The contractor, subrecipient or subcontractor shall not discriminate on the basis of race, color, national origin, in the performance of this contract The contractor shall carry out applicable requirements of 49 C F R part 26 in the award and administration of DOT -assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to 1) Withholding monthly progress payments; 2) Assessing sanctions; 3) Liquidated damages, and/or 4) Disqualifying the contractor from future bidding as non -responsible. 49 C.F.R. § 26.13(b). 5) Non-Discriminaton Assurances. Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract Contractor shall carry out all applicable requirements of 49 CFR Part 26 in the award and administration of DOT -assisted contracts. Failure by Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or other such remedy as public agency deems appropriate. Each subcontract Contractor signs with a subcontractor must include the assurance in this paragraph. (See 49 CFR 26.13(b)). 6) Prompt Payment. Contractor is required to pay each subcontractor performing Work under this prime Contract for satisfactory performance of that work no later than thirty (30) days after Contractor's receipt of payment for that Work from public agency. In addition, Contractor is required to return any retainage payments to those subcontractors within thirty (30) days after the subcontractor's work related to this Contract is satisfactorily completed and any liens have been secured Any delay or postponement of payment from the above time frames may occur only for goad cause following written approval of public agency. This clause applies to both DBE and non -DBE subcontractors. Contractor must promptly notify public agency whenever a DBE subcontractor performing Work related to this Contract is terminated or fails to complete its Work, and must make goad faith efforts to engage another DBE subcontractor to perform at least the same amount of work. Contractor may not terminate any DBE subcontractor and perform that Work through its own forces, or those of an affiliate, without prior written consent of Participating Public Agency. 7) DBE Proamm. In connection with the performance of this Contract, Contractor will cooperate with public agency in meeting its commitments and goals to ensure that DBEs shall have the maximum practicable opportunity to compete for subcontract work, regardless of whether a contract goal is set for this Contract. Contractor agrees to use good faith efforts to carry out a policy in the award of its Versran Iwe 28, 2023 subcontracts, agent agreements, and procurement contracts which will, to the fullest extent, utilize DBEs consistent with the efficient performance of the Contract. ENERGY CONSERVATION REQUIREMENTS Contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plans issued under the Energy Policy and Conservation Act, as amended, 42 U.S.C. Sections 6321 at seq. and 41 CFR Part 301-10. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS 1) The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, dated November 1, 2008, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA-mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The contractor shall not perform any act, fail to perform any act, or refuse to comply with any Participating Public Agency request, which would cause the Participating Public Agency to be in violation of the FTA terms and conditions. 2) Flow Down —The incorporation of FTA terns has unlimited Flow down SUSPENSION AND DEBARMENT The Contractor shall comply and facilitate compliance with U.S. DOT regulations, "Nonprocurement Suspension and Debarment," 2 C.F.R. part 1200, which adopts and supplements the U.S. Office of Management and Budget (U.S. OMB) "Guidelines to Agencies on Government Wide Debarment and Suspension (Nonprocurement),' 2 C.F.R. part 180, These provisions apply to each contract at any tier of $25,000 or more, and to each contract at any tier for a federally required audit (irrespective of the contract amount), and to each contract at any tier that must be approved by an FTA official irrespective of the contract amount. As such, the Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally funded contract and are not presently declared by any Federal department or agency to be: a) Debarred from participation in any federally assisted Award; b) Suspended from participation in any federally assisted Award, c) Proposed for debarment from participation in any federally assisted Award; d) Declared ineligible to participate in any federally assisted Award, e) Voluntarily excluded from participation in any federally assisted Award, or f) Disqualified from participation in ay federally assisted Award By signing and submitting its bid or proposal, the bidder or proposer certifies as follows The certification in this clause is a material representation of fact relied upon by the AGENCY If it is later determined by the AGENCY that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the AGENCY, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment The bidder or proposer agrees to comply with the requirements of 2 C.F.R. part 180, subpart C, as supplemented by 2 C.F.R part 1200, while this offer is valid and throughout the period of any contract that may arise from this offer The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. NO FEDERAL GOVERNMENT OBLIGATIONS TO THIRD PARTIES Agency and Contractor acknowledge and agree that, absent the Federal Governments express written consent and notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to agency, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract. Contractor agrees to include the above clause in each subcontract financed in whole or in part with federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. v<.l 29,2023 CARGO PREFERENCE REQUIREMENTS Use of United States -Flag Vessels. The contractor agrees: 1) To use privately owned United States -Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carders, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States -Flag commercial vessels 2) To furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 days following the date of loading for shipments originating outside the United States, a legible copy of a rated, "on -board' commercial ocean bill -of -lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington D.C. 20590 and the FTA recipient (through the contractor in the case of a subcontractor's bill -of lading). 3) To include these requirements in all subcontracts issued pursuant to the contract when the subcontract may involve the transport of equipment, materials, or commodities by ocean vessel. FLY AMERICA Fly America Requirements: 1) Definitions. As used in this clause -"International air transportation" means transportation by air between a place in the United States and a place outside the United States or between two places both of which are outside the United States. "United States" means the 50 States, the District of Columbia, and outlying areas. "U.S.-flag air carrier means an air carier holding a certificate under 49 US C Chapter 411. 2) When Federal funds are used to fund travel, Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. 40118) (Fly America Act) requires contractors, recipients, and others use U S -flag air carriers for U S Government -financed international air transportation of personnel (and their personal effects) or property, to the extent that service by those canners is available. It requires the Comptroller General of the United States, in the absence of satisfactory proof of the necessity for foreign -flag air transportation, to disallow expenditures from funds, appropriated or otherwise established for the account of the United States, for international air transportation secured aboard a foreign -flag air canner if a U.S.-flag air carrier is available to provide such services. 3) If available, the contractor, in performing work under this contract, shall use U.S.-flag carriers for international air transportation of personnel (and their personal effects) or property. 4) In the event that the contractor selects a carder other than a U.S. flag air carrier for international air transportation, the contractor shall include a statement on vouchers involving such transportation essentially as follows: Statement of Unavailability of U.S.-Flag Air Carriers International air transportation of persons (and their personal effects) or property by U.S.-flag air carrier was not available or it was necessary to use foreign -flag air carier service for the following reasons. See FAR § 47.403, Stated Reason(s) 5) The contractor shall include the substance of this clause, including this paragraph, in each subcontract or purchase under this contract that may involve international air transportation. RECYCLED PRODUCTS 1) The Contractor agrees to provide a preference for those products and services that conserve natural resources, protect the environment, and are energy efficient by complying with and facilitating compliance with Section 6002 of the Resource Conservation and Recovery Act, as amended, 42 U S C § 6962, and U S. Environmental Protection Agency (U.S EPA), "Comprehensive Procurement Guideline for Products Containing Recovered Materials," 40 C.F.R. part 247. CONFORMANCE WITH ITS NATIONAL ARCHITECTURE When applicable: 1) Contractor shall conform, to the extent applicable, to the National Intelligent Transportation Standards architecture as required by SAFETEA-LU Section 5307(c), 23 U.S.C. Section 512 and as amended by MAP-21 23 U.S.C. § 517(d), note and follow the provisions of FTA Notice, "FTA National Architecture Policy on Transit Projects,' 66 Fed. Reg.1455 at seq., January 8, 2001, and any other implementing directives FTA may issue at a later date, except to the extent FTA determines otherwise in writing. ADA ACCESS I In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U S.0 § 12101 at seq , the Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 at seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. SAFE OPERATION OF MOTOR VEHICLES 1) Seat Bell Use - The Contractor is encouraged to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company -owned vehicles, company - rented vehicles, or personally operated vehicles. The terms "company -owned" and "company-IeaseB refer to vehicles owned or leased either by the Contractor or Participating Public Agency. 2) Distracted Driver - The Contractor agrees to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Contactor cons, leases, or rents, or a privately -owned vehicle when on official business in connection with the work performed under this agreement. PROMPTPAYMENT 1) The Prime Contractor shall pay any Subcontractor for work that has been satisfactorily performed no later than thirty (30) days from the date of the Prime Contractor's receipt of each payment made by the Participating Public Agency Additionally, within thirty (30) days of satisfactory completion of all work required of the Subcontractor, the Prime Contractor shall release any retainage payments withheld to the Subcontractor. FTA PROTEST NOTIFICATION A protestant must exhaust all Participating Public Agency Procurement administrative procedures and remedies before pursuing a protest with the FTA. 1) Any and all protests shall be in venting and shall be fled with the Purchasing Manager with the Participating Public Agency. A protest relating to the process for determining the most responsive and responsible contractor shall be filed within five (5) business days after the protestor knows or should have known the basis of the determination The Contract Officer shall respond to a protest within fourteen (14) calendar days after the receipt of the protest. The Purchasing Manager may grant the Contract Officer an extension for the response if warranted. A request for reconsideration of any and all determinations by the Contract Officer shall be fled with the Purchasing Manager within seven (7) calendar days after the receipt of the determination. v<rerov tun<29,2023 2) A protest shall include' a. The name, address, and telephone number, including FAX number if available, of the protestor, b. The signature of the protestor or authorized representative, c. Identification of the contractlsolicitation; it A detailed statement of the legal and/or factual grounds of protest including copies and/or citations of relevant documents, and; e. The form of relief requested. 3) If any of the above information is omitted or incomplete, then the Protestor shall be notified, in writing, within two (2) calendar days after that determination, and the Protestor shall have two (2) calendar days in which to remedy the specified problem. 4) The Participating Public Agency will not make award prior to the resolution of a protest, or open bids prior to resolution of protest fled before bid opening unless the Purchasing Manager determines in writing that it is in the best interests of the Participating Public Agency or in keeping with Item 7 of this procedure to do otherwise. Potential contractors will be advised of a pending protest if the protest is fled before award 5) The Purchasing Manager may allow for an informal conference on the merits of a protest with all interested parties allowed to attend. Interested parties include all bidding contractors, and may also include a subcontractor or supplier provided they have a substantial economic interest in a portion of the IFB or RFP. 6) The Purchasing Manager shall respond "in writing", in detail, to each substantial issue raised in the protest. The Purchasing Manager has the sole authority to make determinations for the Participating Public Agency, and a determination shall be considered final when it is labeled as such. A request for reconsideration will be allowed by the Purchasing Manager if he determines that data has become available that was not previously known, or that there has been an error of law or regulation. 7) The Participating Public Agency may proceed with procurement when a protest is pending if the Participating Public Agency determines that: a. The items to be procured are urgently required; b Delivery or performance will be unduly delayed by failure to make the award promptly; or c. Failure to make award will otherwise cause undue harm to the grantee for the Federal Government. 8) FTA will only entertain a protest that alleges: a. The Participating Public Agency failed to have or to adhere to its protest procedures, or failed to review a complaint or protest; or b. Violations of Federal law or regulation. 9) A protest to FTA must be fled in accordance with FTA Circular 4220.1 F, available from the Contract Officer. Specifically, protestors shall file a protest with FTA Region 9 or FTA Headquarters Office no later than five (5) days after a final decision is rendered under the Participating Public Agency's protest procedure In instances where the protestor alleges that the Participating Public Agency failed to make a final determination on the protest, protestors shall file a protest with FTA not later than five (5) calendar days after the protester knew or should have known of the grantee's failure to render a final determination on the protest. A protest filed with FTA shall a Include the name and address of the protestor b. Identify the grantee, project number, and the number of the contract solicitation. c. Contain a statement of the grounds for protest and any supporting documentation. This should detail the alleged failure to have or adhere to protest procedures, failure to review a complaint or protest; or Violation of Federal law or regulation. Include a copy of the local protest filed with the grantee and a copy of the grantee's decision, if any. Exhibit G New Jersey Business Compliance NEW JERSEY BUSINESS COMPLIANCE Suppliers intending to do business in the State of New Jersey must comply with policies and procedures required under New Jersey statues. All offerors submitting proposals must complete the following forms specific to the State of New Jersey. Completed forms should be subtnitted with the offeror's response to the REP. Failure to complete the New Jersey packet will impact OMNIA Partners' ability to promote the Master Agreement in the State of New Jersey. DOC #1 Ownership Disclosure Fonn DOC #2 Non -Collusion Affidavit DOC #3 Affirmative Action Affidavit DOC #4 Political Contribution Disclosure Form DOC #5 Stockholder Disclosure Certification DOC #6 Disclosure of Investment Activities in Iran, Russia and Behmas DOC #7 New Jersey Business Registration Certificate DOC #8 EEOAA Evidence DOC #9 MacBride Principals Form New Jersey suppliers are required to comply with the following New Jersey statutes when applicable: • all anti -discrimination laws, including those contained in N.J.S.A. 10:2-1 through N.J.S.A. 10:2-14, N.J.S.A. 10:5-1, and N.J.S.A. 10:5-31 through 10:5-38; • Prevailing Wage Act, N.J.S.A. 34.11-56.26, for all contracts within the contemplation of the Act; • Public Works Contractor Registration Act, N.J.S.A. 34:11-56.26; and • Bid and Performance Security, as required by the applicable municipal or state statutes DOC #1 STA N.J.S.A. 52:25-2T2 J 1. 71R a as amenI1ed 6Oy�.L. 2016, c.43) This statement shag be completed, certified to, and included with all bid and proposal submissions. Failure to submit the required information is cause for automatic rejection of the bid or proposal. Name of Organization: Organization Address: Part I Check the box that represents the type of business organization: OSole Proprietorship (skip Parts II and III, execute certification in Part IV) Mon -Profit Corporation (skip Parts II and III, execute certification in Part IV) 0 For -Profit Corporation (any type) OLimited Liability Company (LLC) Partnership Limited Partnership Limited Liability Partnership (LLP) DOther (be specific): Part II 13 The list below contains the names and addresses of all stockholders in the corporation who own 10 percent or more of its stock, of any class, or of all individual partners in the partnership who own a 10 percent or greater interest therein, or of all members in the limited liability company who own a 10 percent or greater interest therein, as the case may be. (COMPLETE THE LIST BELOW IN THIS SECTION) OR 0 No one stockholder in the corporation owns 10 percent or more of its stock, of any class, or no individual partner in the partnership owns a 10 percent or greater interest therein, or no member in the limited liability company owns a 10 percent or greater interest therein, as the case may be. (SKIP TO PART IV) (Please attach additional sheets if more space is needed): Name of Individual or Business Entity Home Address (for Individuals) or Business Address Part III DISCLOSURE OF 10 % OR GREATER OWNERSHIP IN THE STOCKHOLDERS, PARTNERS OR LLC MEMBERS LISTED IN PART II If a bidder has a direct or indirect parent entity which is publicly traded, and any person holds a 10 percent or greater beneficial interest in the publicly traded parent entity as of the last annual federal Security and Exchange Commission (SEC) or foreign equivalent filing, ownership disclosure can be met by providing links to the website(s) containing the last annual filing(s) with the federal Securities and Exchange Commission (or foreign equivalent) that contain the name and address of each person holding a 10 % or greater beneficial interest in the publicly traded parent entity, along with the relevant page numbers of the filing(s) that contain the information on each such person. Attach additional sheets if more space is needed. Please list the names and addresses of each stockholder, partner or member owning a 10 percent or greater interest in any corresponding corporation, partnership and/or limited liability company (LLC) listed in Part II other than for any publicly traded parent entitles referenced above. The disclosure shall be continued until names and addresses of every noncorporate stockholder, and individual partner, and member exceeding the 10 percent ownership criteria established pursuant to N.J.S.A. 52:25-24.2 has been listed. Attach additional sheets if more space Is needed. Stockholder/Partner/Member and Corresponding Home Address (for Individuals) or Business Address Entity Listed in Part II Part IV Certification I, being duly swom upon my oath, hereby represent that the foregoing information and any attachments thereto to the best of my knowledge are true and complete I acknowledge: that I am authorized to execute this certification on behalf of the bidder/proposer; that the <name of contracting unite is relying on the information contained herein and that I am under a continuing obligation from the date of this certification through the completion of any contracts with <type of contracting unit> to notify the <type of contracting unit> in writing of any changes to the information contained herein, that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification, and if I do so, I am subject to criminal prosecution under the law and that it will constitute a material breach of my agreement(s) with the, permitting the <type of contracting unit> to declare any contract(s) resulting from this certification void and unenforceable. Full Name(Print): Title Signature: Date: Vers on lane 2s, 2a', DOC #2 NON -COLLUSION AFFIDAVIT STANDARD BID DOCUMENT REFERENCE Reference: VII-H Name of Form: NON -COLLUSION AFFIDAVIT Statutory Reference: No specific statutory reference State Statutory Reference 1S.A. 12:3,1-11 Instructions Reference: Statutory and Other Requirements VII-H The Owner's use of this form is optional. It is used to ensure that Description: the bidder has not participated in any collusion with any other bidder or Owner representative or otherwise taken any action in restraint of free and competitive bidding. NON -COLLUSION AFFIDAVIT State of New Jersey County of ss: I, residing in (name ofe ern) (nemeo mw,c,PeLry) in the County of and State of of full age, being duly sworn according to law on my oath depose and say that: I am of the firm of (title a position) (name of flan) the bidder making this Proposal for the bid entitled and that I executed the said proposal with (otleofb,dp-.]) full authority to do so that said bidder has not, directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action inrestraint of free, competitive bidding in connection with the above named project; and that all statements contained in said proposal and in this affidavit are true and correct, and made with full knowledge that the relies upon the truth of the statements contained in said Proposal (gym eofao W,ug mun and in the statements contained in this affidavit in awarding the contract for the said project. I further warrant that no person or selling agency has been employed or retained to solicit or secure such contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees or bona fide established commercial a selling agencies maintained by Subscribed and sworn to before me this day Signature 2 (Type or print name of affiam under signature) Notary public of My Commission expires (Seal) DOC #3 AFFIRMATIVE ACTION AFFIDAVIT (P.L. 1975, C.127) Company Name: Street: City, State, Zip Code: Pronosal Certification: Indicate below company's compliance with New Jersey Affirmative Action regulations. Company's proposal will be accepted even if company is not in compliance at this time No contract and/or purchase order may be issued, however, until all Affirmative Action requirements are met. Reauired Affirmative Action Evidence: Procurement, Professional & Service Contracts (Exhibit A) Vendors m ct submit with nromosal: 1. A photocopy of a valid letter that the contractor is operating under an existing Federally approved or sanctioned affirmative action program (good for one year from the date of the letter); OR 2. A photocopy of a Certificate of Employee Information Report approval, issued in accordancewith N.J.A.0 17:27-0; OR 3. A photocopy of an Employee Information Report (Form AA302) provided by the Division of Contract Compliance and Equal Employment Opportunity in Public Contracts and distributed to the public agency to be completed by the contractor in accordance with N.J.A.C. 17:27-4. Public Work— Over S50.000 Total Project Cost: A. No approved Federal or New Jersey Affirmative Action Plan. We will complete Report Form AA201. A project contract ID number will be assigned to your firm upon receipt of the completed Initial Project Workforce Report (AA201) for this contract. B. Approved Federal or New Jersey Plan — certificate enclosed ]father certify that the statements and information contained herein, are complete and correct to the best of my knowledge and belief Date Authorized Signature and Title veraioa Iwe zit, zozs DOC #3, continued P.L. 1995, c. 127 (N.J.A.C. 17:27) MANDATORY AFFIRMATIVE ACTION LANGUAGE PROCUREMENT. PROFESSIONAL AND SERVICE CONTRACTS During the performance of this contract, the contractor agrees as follows The contractor or subcontractor, where applcable, will not discrimnate agamst any employee or applicant for employment because of age, race, ¢reed, color, national origin, ancestry, nrarnal status, sex, amect—al or sexual orientation. The contractor will take affirmative action to ensure that such applicants are recruited and employed, and that employees are treated during employment, without regard to their age, race, creed, color, national origin, ancestry, marital status, sex, affecuonal or sexual orientation. Such action shall include, but not be Inured to the following: employment, upgrading, demotion, or trans[ , recruitment or recmitme n advcm,ivg, layoff or termivahov, rates of pay r other forms of compevsafor, and selection for training, including apprenticeship The contractor agrees to post in onspiwous places, available to employees and applicants for employment, notices to be provided by the Public Agency Compliance Officer setnvg forth pmvise ns of this non-discnmrvatrov clause The contractor or subcontractor, where applicable will, in all soliertatims or advertisement for employees placed by or on behalf of the contractor, stale that all qualified applicants will receive consideration for employment without regard to age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. The contractor or subcontractor, where applicable, will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understaading, a notice, to be provided by the agency contracting officer advising the labor union or workerx tepresectonwa of the contractors commitments under this act and shall post copies of the notice in conspicuous places available to employees and applicants for employment The contracmr or subcontractor, where applicable, agrees to comply with any regulations promulgated by the Treasurer pursuant to P.L. 1975, c. 127, as amended and supplemented from time to time and the Americans with Drsabilmes Act. The contractor or subcontractor agrees to attempt in good faith to employ minority and female workers trade consistent with the applicable county employment goal prescribed by N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C. 127, as amended and supplememed rum time to time or in accordance with a bthdmg determmahon of the applicable county employment goals determined by the Affir—tive Action Office pursuant to N IA C. 1727-52 promulgated by the Treasurer pursuant to PL 1975, C 127, as amended and supplemented from time to time The contractor or mbcontra ter agrees to inform in writing appropriate recruitment agencies in the area, including employment agencies, placement bureaus, colleges, uvrvemlties, labor unions, that it does not discriminate on the basis of age, creed, color, national origin, ancestry, marital scams, sex, affecfional or sexual orientation, and that it will discontinue the use of any recruitment agency which engages in direct or indirect discriminamry practices The contractor or subcontractor agrees to revise any of it testing procedures, if necessary, to assure that all personnel testing conforms with the principles ofjob-related testing, as established by the smmtes and court decisions of the state of New Jersey and as established by applicable Federal law and applicable Federal court decisions. The contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading and lay-off to ensure that all such achons are taken without regard to age, creed, color, national mgm, ancestry, marital stains, sex, affedronal or sexual orientation, and conform with the applicable employment goals, consistent with the statutes and court decisions of the State of New Jersey, and applicable Federal law and applicable Federal court decisions. The contractor and its subcontractors shall furnish such reports or other documents to the Affirmatrve Action Office as may be requested by the office from time to time in order to carry out the purposes of these regulations, and public agencies shall furnish such information as may be requested by the Affimmfive Action Office for conducting a compliance investigation pursuant to Subchapter 10 of the Administrative Code lNIAC 17:271. Signature of Procurement Agent DOC #4 C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Public Agency Instructions This page provides guidance to public agencies entering into connects with business entities that are required in file Political Contribution Disclosure forms with the agency. It is not intended W be provided to contractors. What follows mstractuits on theuseofform local unite can provide to contractors that are required to disclose political contributions pursuant to N.J S A 19:44A-20 26 (P L. 2005, c. 271, s 2). Additional information m the pieces. is available in Local Finance Notice 2006-1 (him://www.i eon/den/drvieiovs/dles/resourcas/Ifne 2006 htmll. Please ref back to these instructions for the appropriate links, as the Local Finance Notices include links that are no longer operational. 1. The disclosure is required for all contracts in excess of $17,500 that are not awarded pursuant to, a "fair and open" process N( l.SA. 19:44A-20.7). 2. Due to the potential length of some contractor submissions, the public agency should consider allowing data to be submitted in electronic form (i.e., spreadsheet, pdf file, etc.). Submissions must be kept with the contract documents or in an appropriate computer file and be available for public acoess. The form is worded to accept this alternate submission. The text should be amended mf electronic submission will not be allowed. 3 The submission must be received from the contractor and on file a[ least 10 days prior to award of the covtmct. Resolutions of award should reflect that the disclosure has been received and is on file 4 The contractor must disclose contributions made to candidate and party committees covering a wide range of pnblic agencies, including all public agencies that have elected officials in the county of the public agency, state legislative positions, and venous state entities. The Division of Local Government Services recommends that contractors N provided a list of the affected agencies This will assist contractors in determining the campaign and political committees of the officials and candidates affected by the disclosure a. The Division has prepared model disclosure forms for each county. They can be downloaded from the "County PCD Forms" link on the Pay -to -Play web site at hit,//www m.env/dca/drvis�ons/dies/nroerama/Incl.htmlMl2. They will be updated from time -to -time as necessary. b. A public agency using these forms should edit them to properly reflect the correct legislative distriet(s). As the forms are county -based, they list all legislative districts in each county. Districts that do not represent the public agency should be removed from the lists. c. Som contractors may findit easier to provide a single list that covers all contributions, regardless fthe county These submissions are appropriate and should be accepted. d. The form may be used "as- subject to this as described herein e. The "Contractor Instructions" sheet is intended to be provided with the form It is recommended that the Instructions and the form be printed on the some piece officer. The form notes that the Instructions are printed on the back of the form; where that is not the case, the text should be edited accordingly f The form is a Word dominant and can be edited to meet local needs, and posted for download on web sites, used as an a mail attachment, or provided as a printed document 5 It is recommended that the contractor also complete a "Stockholder Disclosure Certification." This will assist the local unit in its obligation in ensure that contractor did not make any prohibited contributions to the committees listed on the Business Entity Disclosure Certification in the 12 months prior to the contract (See Local Finaoce Notice 2006-7 for additional lot ---non an this obligation at hap //www ni.mw/dca/divisions/dles/resources/Ifns 2006 hmdl. A sample Certification form is part ofthia package and the instruction to complete it is included in the Contractor Instructions. NOTE: This seen.. is not applicable to Boards of Education DOC #4, continued C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Contractor Instructions Business entities (centurions) receiving contracts from a public agency that are NOT awarded pursuant to a "fin and open" process (defined at N.J.S.A. 19:44A-20.7) are subject to the provisions of P.L. 2005, r. 271, s.2 (NJ.S.A. 19:44A- 20.26). This law provides that 10 days prior to the award of such a contact, the contmetor shall disclose contributions to: • any State, county, or municipal committee of a political party • any legislative leadership committee' • any continuing political committee (a.k.a., political action commince) • any candidate commdtes of a candidate for, or holder of, an elective office of the public only awarding the contract of that county in which that public only is located of another public entity wtthm that county 0 or of a legislative dumet m which that public entity is located or, when the public entity is a county, of any legislative district which includes all cr part of the county The disclosure must hst reportable contributions to any of the committees that exceed $300 per election cycle that were made during the 12 months prior to award of the contract. See N.J.S.A. 19:44A-8 and 19:44A-16 for more details on reportable contributions. N.J.S.A. 19:44A-20.26 actnues the parties from whom contributions must be disclosed when a business entity is not a natural person. This includes the following: • individuals with an "interest" ownership or combat of more than 10 % of the profits or assets of a business entity or 10 % of the stock in the case of a business entity that is a corporation for profit • all principals, partners, offer., or directors of the business only or their spouses • any subsidiaries directly or ,directly controlled by the business entity • IRS Code Section 527 New Jersey based organizations, directly or indirectly controlled by the business entity and filing as continuing political committees, (PACs). When the business entity rs a natural person, "a contribution by that permit's spouse or child, resudmg therewith, shall be deemed to be a contribution by the business entity,"FNJ.S A. 19:44A-20.26(b)1 The contributor ,at be listed on the disclosure. Any business entity that fads to comply with the disclosure provisions shall be subject to a fine imposed by ELEC in an amount to be determined by the Commission which may be based upon the amount that the business entity failed to report. The enclosed bar ofagen is provided to assist the contractor in identifying those public agencies whose elected official and/or candidare campaign a mmia— are affected by the disclosure requirement It is the contractor's responsibility In identify the specific committees In which contributions may have been made and need in be disclosed The disclosed informan or may exceed the mintmum requirement. The enclosed form, a content -consistent facsimile, or an electronic data file containing the required details (along with a signed cover sheet) may be used as the connector's mbmission and is disemsable to the public under the Open Public Records Act The cormacmr must also complete the attached Stockholder Disclosure Certification. This will assist the agency in meeting its obligations under the law. NOTE: This section does not apply to Board of Education contracts. ' N J.S.A. 19:44A-3(s): "The term "legislative leadership mmmrtme" mean, a committee established, authorized to be established, or designated by the President of the Smate, the Minority Leader of the Senate, the Speaker of the General Assembly or the Minority Leader of the General Assembly pursuant to section 16 of P.L.1993, c.65 C. I9:44A-10 1) for the purpose of receiving contributions and making expenditures " DOC #4, continued C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Required Pursuant to N.J.S.A. 19:44A-20.26 This form or its permitted facsimile must be submitted to the local unit no later than 10 days prior to the award of the contract. Part I — Vendor Information Vendor Name. Address: City: State. zip: The undersigned being authorized to certify, hereby certifies that the submission provided herein represents compliance with the provisions of N.J S A. 19:44A-20.26 and as represented by the Instructions accompanying this form. Signature Ptintcd Name Title Part II — Contribution Disclosure Disclosure requirement: Pursuant to N.J.S.A. 19:44A-20.26 this disclosure must include all reportable political contributions (more than $300 per election cycle) over the 12 months prior to submission to the committees of the government entities listed on the form provided by the local unit. ❑ Check here if disclosure is provided in electronic form Coatrtbotar Name Red feat Name Date Do ❑ Check here if the information is continued on subsequent page(s) DOC #4, continued List of Agencies with Elected Officials Required for Political Contribution Disclosure N.J.S.A. 19:44A-20.26 County Name: State: Governor, and Legislative Leadership Committees Legislative District #s: State Senator and two members of the General Assembly per district. County: Freeholders County Clerk Sheriff {County Executive} Surrogate Municipalities (Mayor and members of governing body, regardless of title) USERS SHOULD CREATE THEIR OWN FORM, OR DOWNLOAD FROM THE PAY TO PLAY SECTION OF THE DLGS WEBSITE A COUNTY -BASED, CUSTOMIZABLE FORM. J N DOC #5 STOCKHOLDER DISCLOSURE CERTIFICATION Name of Business: [ 1 certify that the list below contains the names and home addresses of all stockholders holding 10% or more of the issued and outstanding stock of the undersigned OR [ I certify that no one stockholder owns 10% or more of the issued and outstanding stock of the undersigned. Check the box that represents the type of business organization: [Partnership [Corporation [Sole Proprietorship [ Limited Partnership [ Limited Liability Corporation [Limited Liability Partnership [ Subchapter S Corporation Sign and notarize the form below, and, if necessary, complete the stockholder list below. Stockholders: Name: Name: Home Address: Home Address: Name: Name Home Address: Home Address: Name: Name: Home Address: Home Address: subscribed and sworn before me this day of , 2_. (Affian ) (Notary Pobhc) (Pont name & tire of affront) My Commission expires: (C.-- Seal) DOC #6 DISCLOSI IRE OF INVESTMENT ACTIV ITIF,S IN TRAN RI TWA AND BFLARI TS N.J.S.A. 52:32-57, et seq. (P.L. 2012, c.25 and P.L. 2021, rA) and N.J.S.A. 52:32-60.1 Pursuant to N.J S A 52 32-57, et seq (P L. 2012, c 25 and P L. 2021, c.4) and NJ S A 52:32-60 1 any person m ennty that submits a bid or proposal or otherwise proposes to enter am or renew a cmlmet most certify that neither the person nor entity, nor any of its parents, subsidiaries, or affiliates, is identified on the New Jersey Department of the Treasury's Chapter 25 List as a person or entity engaged in vestment aetivines in han, Russia or lidams The Chapter 25 list is found onthe Do,tsion's websile at brmc//www�rP of n�lrrPa�nrv/rn�r�bace/ VendorsBidders must i-im this list prior to completing the below cenification If the Qualified Purchasing Agent of the Atlantic County Utifities Authority finds a parson or entity to be in violation of the law, he shell take e,mm as may beappropriate and provided by law, role or coonact, including but not limited ra, imposing samon—, seeking compliance, recovering damages, declaring the party to default and seeking debairm nt or suspension of the party r—'s,—r nnnr,F--err r I,citify, pursuant to N.1.S.A. 52.32-57, et seq. (P.L. 2012, c.25 aad P.L. 2021, c.4), aad N.J.S.A. 52.32-60.1 ihatoeuhm the Vendor/Bidder bated abov any of its pare sabsidiar r affilon is listed on the New J=ay DVarment of the Treasury's Chapter 25 Lot of en,nes detemaned to be engaged to prohibned -wit— to Iran, Ruasta or Bdams OR 1 am unable to certify, above because the VmdmlB ddm and/or one or more fits parents, aubsud—, or affiliates is listed on the New Jersey Deparment of the Treasury's Chapter 25 Lt.. I will provide a detailed ..,.rate and prods, &—poon of the acnvitwa of the Veodmr iddeS or one of its patents, aubWi— or affiliates, It. engaged to regarding mvestmem aonvittes to Into by completmg the infmmauanrequestedbelow Entity Engaged in Investment Activities Relationship to Vendor/ Bidder Desenptton of Activities Duration of Engagement Amictpated Cessation Date Attach A&h—al Sheets ffNecev CFRTIFICATIDN I, the undersigned, cenify that I am auth n—d to execute this certification on behalf,£the Vendor, that the foregoing informaton and any aitechmems hereto, f the best of my knowledge are tore and complete I acknowledge that the ACUA is relying on the information contained herein, and that the Vendor is under a c,ntin ama nblinatim, from the date,£this certification through the completion of any c,n-oqs) with the ACUA to notify the Qualified Purchasing Agent in writing of any changes to the information on ctained herein, that I am ri aware that it is a cminal offense to make a false statement or misrepresentation in this certification If I do so, I will be subject to criminal mnceemm. order the law, and it will constrate a material breach,fmy agm,m,,t(,) with the ACUA, I am permitting the ACUA in declare any conlmct(s) resulting tom this cenification void and menforceable. Printed Nome ofAuthortzedAgew 57gn—e ofAuthe—ed Agent Title Dore CompanyN e DOC #7 NEW JERSEY BUSINESS REGISTRATION CERTIFICATE (N.J.S.A. 52:32-44) Offerors wishing to do business in New Jersey must submit their State Division of Revenue issued Business Registration Certificate with their proposal here. Failure to do so will disqualify the Offeror from offering products or services in New Jersey through any resulting contract. httos://www.mnortal.com/DOR/BusmessReeistration/ DOC #8 EEOAA EVIDENCE Equal Employment Opportunity/Affirmative Action Goods, Professional Services & General Service Projects EEO/AA Evidence Vendors are required to submit evidence of compliance with N.J.S.A. 10:5-31 et seq. and N.J.A.C. 17:27 in order to be considered a responsiblevendor. One of the following most be included with submission: • Copy of Letter of Federal Approval • Certificate of Employee Information Report • Fully Executed Form AA302 • Fully Executed EEO-1 Report See the guidelines at: httos://www.state.ni.us/treasury/contract comnliance/documents/odf/euidelines/ua.odf for further information. I certify that my bid package includes the required evidence per the above list and State website. Name: Title: Signature: Date: DOC #9 MACBRIDE-PRINCIPLES STATE OF NEW JERSEY DEPARTMENT OF THE TREASURY DIVISION OF PURCHASE AND PROPERTY 33 WEST STATE STREET, P.O. BOX 230 TRENTON, NEW JERSEY 08625-0230 MACBRIDE PRINCIPALS FORM BID SOLICITATION#: VENDOR/BIDDER: VENDOR'SBIDDER'S REQUIREMENT TO PROVIDE A CERTIFICATION ]IN COMPLIANCE WITH THE MACBRIDE PRINCIPALS AND NORTHERN IRELAND ACT OF 1989 Pursuant to Public Law 1995, c. 134, a responsible Vendor/Bidder selected, after public bidding, by the Director of the Division of Purchase and Property, pursuant to N.J.S.A. 52:34-12, must complete the certification below by checking one of the two options listed below and signing where indicated. If a Vendor/Bidder that would otherwise be awarded a purchase, contract or agreement does not complete the certification, then the Director may determine, in accordance with applicable law and rules, that it is in the best interest of the State to award the purchase, contract or agreement to another Vendor/Bidder that has completed the certification and has submitted a bid within five (5) percent of the most advantageous bid If the Director finds contractors to be in violation of the principals that are the subject of this law, he/she shall take such action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking comphance, recovering damages, declaring the party in default and seeking debarment or suspension of theparty. I, the undersigned, on behalf the Vendor/Bidder, certify pursuant to N.J.S.A. 52:34-12.2 that ❑ ('HF('.K THE APPROPRIATE ROX The VendorBidder has no business operations in Northern Ireland; or OR ❑ The Vendor/Bidder will take lawful steps in good faith to conduct any business operations it has in Northern Ireland in accordance with the MmBride principals of nondiscrimination in employment as set forth in section 2 ofP.L 1987, c 177 (N IS A. 5218A-89.5) and in conformance with the United Kingdom's Fair Employment (Northern Ireland) Act of 1989, and permit independent monitoring of its wmpliance with those principals. CFRTIFH'ATInN I, the undersigned, certify that I am authorized to execute this certification on behalf ofthe Vendor/Bidder, that the foregoing information and any attachments hereto, to the best of my knowledge me true and complete. I acknowledge that the State of New Jersey is relying on the information contained herein, and that the Vendor/Bidder is under a co,tinatne obhyation firoin the date of this certification through the completion of any contracts) with the State to notify the State in writing of any changes to the information contained herein; that I am aware that it is a criminal off se to make a false statement or misrepresentation in this certification If I do so, I will be subject to criminal orosccution under the law, and it will constitute a material breach of my agreement(s) with the State, permitting the State to declare any contract(s) resulting from this certification to be void and unenforceable. Signature Date Nestor-29,2023 Print Name and Title Exhibit H Advertising Compliance Requirement Pursuant to certain state notice provans, including brit not hmrted to Oregon Revised Statutes Chapter 279A.210, Chapter 279, 220, and other related p—os, s, the fllawmg public ap.—and poliaoal-tat —,o of there--d pubho a,,—ies are eligible to register Aah OMNIA Pmmeia and access the Master Agreement contract award made pursuant to this sohcuaaoq and are hereby givrn notice of the foregoing request for proposals for purposes of complying statutes. with the procedural requiremrnts of said Naa wide State of Alabama State of Hawaii Commonwealth of State &N—Mexico S—of South Massachusena Dakota State of Alaska State ofldaho State of M.kLan State of New Yad, State of Tennessee State ofAnmoa Stare of Illinois Score of Maas, tu State ofN.r Carolina Stae of Texas I State ,f Arkansas State of Indiana State of Califomta State of Iowa State of Mrssr.y i State of Mtmoun State of North Dakota State of Ohm State of Utah State of Vermont State of Colorado State of Kansas State of Montana State of Oklahoma Commonwealth of Vire State oCConvahcut Commonwealth of State ofNebmsk, State ofOreg- Stateof Washwgton L."ky Siam of Delaware State oflomeiana State,fNevada Commonwealtb of Stae of West Penn hm as Vireinie State of Florida State of Maine St.. ofNew Hampshire State of Rhode Island S—of Wisconsin I State of G.= State UMaryland State ofNew]ersev State of South Carolina Smteof Wvominn I D—atof Columbia U.S. Temtones Ltsis ofpolmcat s,bdrvismns aad local g—oaxots m the above referenced elates / dtstncts, and teir—may be found at btm irwww.na ar/orals-eormnmrnta and ncma�rwww.naa.eornoeai-aoremmema. Cralam Pabltc Agencies and Puhtkal Subdio,t aas: CITIES. TOWNS. VTIILLLAAJG�E1STAND BOROUGHS �Ne /1Z'ITY el 12'AURSE, 7"' CITY OF ADAIR VILLAGE, OR CITY OF ASHLAND, OR CITY OF AUMSVILLE, OR CITY OF AURORA, OR CITY OF BAKER, OR CITY OF BATON ROUGE, LA CITY OF BEAVERTON, OR CITY OF BEND, OR CITY OF BOARDMAN, OR CITY OF BONANAZA, OR CITY OF BOSSIER CITY, LA CITY OF BROOKINGS, OR CITY OF BURNS, OR CITY OF CANBY, OR CITY OF CANYONVILLE, OR CITY OF CLATSRANIE, OR CITY OF COBURG, OR CITY OF CONDON, OR CITY OF COQUILLE, OR CITY OF CORVALLI, OR CITY OF CORVALLIS PARKS AND RECREATION DEPARTMENT, OR CITY OF COTTAGE GROVE, OR CITY OF DONALD, OR CITY OF EUGENE, OR CITY OF FOREST GROVE, OR Version Inne 28, 2023 CITY OF GOLD HILL, OR CITY OF GRANTS PASS, OR CITY OF GRESHAM, OR CITY OF HILLSBORO, OR CITY OF INDEPENDENCE, OR CITY AND COUNTY OF HONOLULU, HI CITY OF KENNER, LA CRY OF LA GRANDE, OR CITY OF LAFAYETTE, LA CITY OF LAKE CHARLES, OR CITY OF LEBANON, OR CITY OF MCMINNVILLE, OR CITY OF MEDFORD, OR CITY OF METAIRIE, LA CFFY OF MILLCITY, OR CITY OF MILWAUKIE, OR CITY OF MONROE, LA CITY OF MOSIER, OR CITY OF NEW ORLEANS, LA CITY OF NORTH PLAINS, OR CITY OF OREGON CITY, OR CITY OF PILOT ROCK, OR CITY OF PORTLAND, OR CITY OF POWERS, OR CITY OF PRINEVILLE, OR CITY OF REDMOND, OR CITY OF REEDSPORT, OR CITY OF RIDDLE, OR CITY OF ROGUE RIVER, OR CITY OF ROSEBURG, OR DEWHYVD,LE, UT CITY OF SALEM, OR DRAPER CITY, UT CITY OF SANDY, OR DUCHESNE, UT CITY OF SCAPPOOSE, OR EAGLE MOUNTAIN, UT CITY OF SHADY COVE, OR EAST CARBON, UT CITY OF SHERWOOD, OR ELK RIDGE, UT CITY OF SHREVEPORT, LA ELMO, UT CITY OF SILVERTON, OR ELSINORE, UT CITY OF SPRINGFIELD, OR ELWOOD, UT CITY OF ST. HELENS, OR EMERY, UT CITY OF ST PAUL, OR ENOCH, UT CITY OF SULPHUR, LA ENTERPRISE, UT CITY OF TIGARD, OR EPHRAIM, UT CITY OF TROUTDALE, OR ESCALANTE, UT CITY OF TUALATIN, OR EUREKA, UT CITY OF WALKER, LA FAIRFIELD, UT CITY OF WARRENTON, OR FAIRVIEW, UT CITY OF WEST LINN, OR FARMINGTON, UT CITY OF WILSONV UER OR FARR WEST, UT CITY OF WINSTON, OR LAYETTE, UT CITY OF WOODBURN, OR PERRON, UT LEAGUE OF OREGON CITES FIELDING, UT THE CITY OF HAPPY VALLEY OREGON FMLMoRE' UT ALPINE, UT FOUNTAIN GREEN, UT ALTA, UT FRANCIS, UT ALTAMONT, UT FRUIT I (EIGHTS, UT ALTON, UT GARDEN CITY, UT AMALGA, UT GARLAND, UT AMERICAN FORK CITY, UT GENOLA, UT ANNABELLA, UT GLENDALE, UT ANTIMONY, UT GLENWOOD, UT APPLE VALLEY, UT GOSHEN, UT AURORA, UT GRANTSVILLE, UT BALLARD, HE GRHEN RIVER, UT BEAR RIVER CITY, UT GUNNISON, UT BEAVER, UT HANKSVILLE, UT BICKNELL, UT HARRISVILLE, UT BIG WATER, UT HATCH, UT BLANDING, UT HEBER CITY CORPORATION, UT BLUFFDALE, UT HELPER,UT BOULDER,UT HENEFER,UT CITY OF BOUNTIFUL, UT HENRIEVILLE, UT BREAKHEAD, UT HERRIMAN, UT BRIGHAM CITY CORPORATION, UT HIDEOUT, UT BRYCE CANYON CITY, UT HIGHLAND, UT CANNONVILLE, UT HILDALE, UT CASTLE DALE, UT HINCKLEY, UT CASTLE VALLEY, UT HOLDEN,UT CITY OF CEDAR CITY, UT HOLLADAY, UT CEDAR FORT, UT HONEYNILLE, UT CITY OF CEDAR HILLS, UT DOOPER, UT CHNTERFIELD, UT HOWELL, UT CENTERVILLE CITY CORPORATION, UT HUNTINGTON, UT CENTRAL VALLEY, UT HUNTSVILLE, UT CHARLESTON, UT CITY OF HURRICANH, UT CDtCLEVD.LE, UT HYDE PARK, UT CLARKSTON, UT HYRUM, UT CLAWSON, UT INDEPENDENCE, UT CLEARFIELD, UT IVINS, UT CLEVELAND, UT JOSEPH,UT CLINTON CH Y CORPORATION, UT .FUNCTION, UT COALVILLE, UT KAMAS, UT CORINNE, UT RANAB, UT CORNISH, UT KANARRAVILLE, UT COTTONWOOD HEIGHTS, UT KANOSH, UT DANIEL, UT KAYSVILLE, UT DELTA, UT VereFon lwe28, ., RINGSTON, UT KOOSH,M EM, UT RANDOLPH, UT LAKETOWN, UT REDMOND, UT LA VHRKIN,UT RICHFIELD, UT LAYTON, UT RICHMOND, UT LEAMINGTON, UT RIVERDALE, UT LEEDS, UT RIVER HEIGHTS, UT LHHI CITY CORPORATION, UT RIVERTON CITY, UT LEVAN, UT ROCKVILLE, UT LEWISTON, UT ROCKY RIDGE, UT LINDEN, UT ROOSEVELT CITY CORPORATION, UT LOA, UT ROY, UT LOGAN CITY, UT RUSH VALLEY, UT LYMAN, UT CITY OF ST GEORGE, UT LYNNDYL,UT SALHM, UT MANILA, UT SALINA, UT MA UT SALT LAKE CITY CORPORATION, UT MANTUA, UT SANDY, UT MAPLETON,UT SANTACLARA, UT MARRIOTT-SLATERVI.LE, UT SANTAQUIN, UT MARYSVALE, UT SARATOGA SPRINGS, UT MAYFIELD, UT SCIPIO, UT MEADOW, UT SCOFIELD, UT MENDON, UT SIGURD, UT MIDVALE CITY INC , UT SMITHFIELD, UT MIDWAY, UT SNOW VILLE, UT MILFORD, UT CITY OF SOUTH UORDAN, UT MILLVILLE, UT SOUTH OGDEN, UT MINERSVILLE, UT CITY OF SOUTH SALT LAKE, UT MOAS, UT SOUTH WEBER, UT MONA, UT SPANISH FORK, UT MONROE, UT SPRING CITY, UT CITY OF MONTICELLO, UT SPRINGDALE, UT MORGAN, UT SPRINGVILLE, UT MOROM, UT STERLING, UT MOUNT PLEASANT, UT STOCKTON,UT MURRAY CITY CORPORATION, UT SUNNYSIDE, UT 'TON, UT SUNSET CITY CORE, UT NAPLES, UT SYRACUSE, UT NEPHE UT TABIONA, BE NEW HARMONY, HE CITY OF TAYLORSVILLE, UT NEWTON, UT TOO= CITY CORPORATION, UT NDILEY, UT TOQUHRVILLE, UT NORTH LOGAN, UT TORREY, UT NORTH OGDEN, UT TREMONTON CITY, UT NORTH SALT LAKE CITY, UT TRENTON, UT OAK CITY, UT TROPIC, UT OAKLEY, UT UINTAH, UT OGDEN CITY CORPORATION, UT VERNAL CITY, UT HELD" UT VERNON, UT ORANGEVILLE, UT VINEYARD, UT ORDERVD,LH, UT VIRGIN, UT OREM, UT WALES, UT PANGUITCH, UT WALLSBURG, UT PARADISE, UT WASHINGTON CITY, UT PARAGONAH, UT WASHINGTON TERRACE, UT PARK CITY, UT WELLINGTON, UT PAROWAN, UT WELLSVILLE, UT PAYSON, UT WENDOVER, UT PERRY, UT WEST BOUNTIFUL, UT PLAIN CITY, UT WEST HAVEN, UT PLEASANT GROVE CITY, UT WEST JORDAN, UT PLEASANT VIEW, UT WEST POINT, UT PLYMOUTH, UT WEST VALLEY CITY, UT PORTAGE, UT WI.LARD, UT PRICE, UT WOODLAND HILLS, UT PROVIDENCE, UT WOODRUFF, UT PROVO, UT Vers�an Uwe 28, 2023 WOODS CROSS, UT CEHNTIF.S AN11 PARISHES IN LUDINE BAIT NET LIMITED TO: ASCENSION PARISH, LA ASCENSION PARISH, LA, CLEAR OF COURT CADDO PARISH, LA CALCASIEU PARISH, LA CALCASIEU PARISH SHERIFF'S OFFICE, LA CITY AND COUNTY OF HONOLULU, HI CLACKAMAS COUNTY, OR CLACKAMAS COUNTY DEPT OF TRANSPORTATION, OR CLATSOP COUNTY, OR COLUMBIA COUNTY, OR COOS COUNTY, OR COOS COUNTY HIGHWAY DEPARTMENT, OR COUNTY OF HAWAII, OR CROOK COUNTY, OR CROOK COUNTY ROAD DEPARTMENT, OR CURRY COUNTY, OR DESCHUTES COGNTY,OR DOUGLAS COUNTY, OR EAST BATON ROUGE PARISH, LA GILLIAM COUNTY, OR GRANT COUNTY, OR BARNEY COUNTY, OR BARNEY COUNTY SHERIFFS OFFICE, OR HAWAII COUNTY, HI HOOD RIVER COUNTY, OR JACKSON COUNTY, OR IEFFF.RSON COUNTY, OR JEFFERSON PARISH, LA JOSEPHINE COUNTY GOVERNMENT, OR LAFAYETTE CONSOLIDATED GOVERNMENT, LA LAFAYETTE PARISH, LA LAFAYETTE PARISH CONVENTION & VISITORS COMMISSION LAFOURCHE PARISH, LA KAUAI COUNTY, HI KLAMATH COUNTY, OR FARE COUNTY, OR LANE COUNTY, OR LINCOLN COUNTY, OR LINK COUNTY, OR LIVINGSTON PARISH, LA MALHEUR COUNTY, OR MAUI COUNTY, HI MARION COUNTY, SALEM, OR MORROW COUNTY, OR MULTNOMAH COUNTY, OR MULTNOMAH COUNTY BUSINESS AND COMMUNITY SERVICES, OR MULTNOMAH COUNTY SHERIFFS OFFICE, OR MULTNOMAH LAW LIBRARY, OR ORLEANS PARISH, LA PLAQUEMINES PARISH, LA POLK COUNTY, OR RAPIDES PARISH, LA SAINT CHARLES PARISH, LA SAINT CHARLES PARISH PUBLIC SCHOOLS, LA SAINT LANDRY PARISH, LA SAINT TAMMANY PARISH, LA SHERMAN CUENTY,OR TERREBONNE PARISH, LA TILLAMOOK COUNTY, OR TILLAMOOK COUNTY SHERIFF'S OFFICE, OR TILLAMOOK COUNTY GENERAL HOSPITAL, OR Verson lwe28, 2023 AUMSVILLE R.F.P D., OR AURORA R F.P D, OR AZALEA R F.P D, OR BADGER IMPROVEMENT DISTRICT, OR BAILEY -SPENCER R.F.P.D., OR BAKER COUNTY LIBRARY DISTRICT, OR BAKER R F P D, OR BAKER RIVERTON ROAD DISTRICT, OR BAKER VALLEY IRRIGATION DISTRICT, OR BAKER VALLEY S. W C D., OR BAKER VALLEY VECTOR CONTROL DISTRICT, OR BANDON CRANBERRY WATER CONTROL DISTRICT, OR BANDON BY P D, OR BANKS FIRE DISTRICT, OR BANKS FIRE DISTRICT #13, OR BAR L RANCH ROAD DISTRICT, OR BARLOW WATER IMPROVEMENT DISTRICT, OR BASIN AMBULANCE SERVICE DISTRICT, OR BASIN TRANSIT SERVICE TRANSPORTATION DISTRICT, OR BATON ROUGE WATER COMPANY BAY AREA HEALTH DISTRICT, OR BAYSHORE SPECIAL ROAD DISTRICT, OR BEAR VALLEY SPECIAL ROAD DISTRICT, OR BEAVER CREEK WATER CONTROL DISTRICT, OR BEAVERDRAEVAGEIMPROVEMENTCOMPANY, INC, OR BEAVER SLOUGH DRAINAGE DISTRICT, OR BEAVER SPECIAL ROAD DISTRICT, OR BEAVER WATER DISTRICT, OR BELLE MER S.LG.L. TRACTS SPECIAL ROAD DISTRICT, OR BEND METRO PARK AND RECREATTON DISTRICT BE NTON S.W.C.D., OR BERNDT SUBDIVISION WATER IMPROVEMENT DISTRICT, OR BHVHRLY BEACH WATER DISTRICT, OR BIENVILEE PARISH FIRE PROTECTION DISTRICT 6, LA BIG BEND IRRIGATION DISTRICT, OR BIGGS SERVICE DISTRICT, OR BLACK BUTTE RANCH DEPARTMENT OF POLICE SERVICES, OR BLACK BUTTE RANCH R.F.P D., OR BLACK MOUNTAIN WATER DISTRICT, OR BLODGETT-SUMMIT R F P D., OR BLUE MOUNTAIN HOSPITAL DISTRICT, OR BLUE MOUNTAIN TRANSLATOR DISTRICT, OR BLUR RIVER PARK & RECREATION DISTRICT, OR BLUE RIVER WATER DISTRICT, OR BUY R.F.P.D., OR BLY VECTOR CONTROL DISTRICT, OR BLY WATER AND SANITARY DISTRICT, OR BOARDMAN CEMETERY MAINTENANCE DISTRICT, OR BOARDMAN PARK AND RECREATION DISTRICT BOARDMAN R F P D, OR BONANZA BIG SPRINGS PARK & RECREATION DISTRICT, OR BONANZA MEMORIAL PARK CEMETERY DISTRICT, OR BONANZA R F P D., OR BONANZA-LANGELL VALLEY VECTOR CONTROL DISTRICT, OR BORING WATER DISTRICT #24, OR Version Awe 28, 2023 UMATILLA COUNTY, OR UNION COUNTY, OR WALLOWA COUNTY, OR WASCO COUNTY, OR WASHINGTON COUNTY, OR WEST BATON ROUGE PARISH, LA WHEELERCOUNTY,OR YAKDHLL COUNTY, OR COUNTY OF BOX ELDER, UT COUNTY OF CACHE, UT COUNTY OF RICH, UT COUNTY OF WEBER UT COUNTY OF MORGAN, UT COUNTY OF DAVIS, UT COUNTY OF SUMMIT, UT COUNTY OF DAGGETT, III COUNTY OF SALT LARE, UT COUNTY OF TOOELE, OF COUNTY OF UTAH, UT COUNTY OF WASATCH, OF COUNTY OF DUCHESNE, UT COUNTY OF UINTAH, OF COUNTY OF CARBON, UT COUNTY OF SANPF.TE, UT COUNTY OF IUAB, UT COUNTY OF MILLARD, UT COUNTY OF SEVIER, UT COUNTY OF EMERY, UT COUNTY OF GRAND, UT COUNTY OF BEVER, UT COUNTY OF PIUTE, UT COUNTY OF WAYNE, UT COUNTY OF SAN JUAN, UT COUNTY OF GARFIELD, OF COUNTY OF SANE, III COUNTY OF IRON, UT COUNTY OF WASHINGTON, UT OTHER AGENCIEV, N(�IJ IN kSSOCIATION BEARDS. DISTRI i (( INCLUDING BUT NOT LIMITED TO: ADAM R.F.P.D, OR ADEL WATER IMPROVEMENT DISTRICT, OR ADRIAN R F.P D, OR AGNESS COMMUNITY LIBRARY, OR AGNESS-ILLAHE R.F.P.D., OR AGRICULTURE EDUCATION SERVICE EXTENSION DISTRICT, OR ALDER CREEK-BARLOW WATERDISTIUCTNO.29, OR ALFALFA FIRE DISTRICT, OR ALSEA BY P D, OR ALSEA RIVIERA WATER IMPROVEMENT DISTRICT, OR AMITY FIRE DISTRICT, OR ANTELOPE MEADOWS SPECIAL ROAD DISTRICT, OR APPLE ROGUE DISTRICT IMPROVEMENT COMPANY, OR APPLEGATE VALLEY R.F.P.D. #9, OR ARCH CAPE DOMESTIC WATER SUPPLY DISTRICT, OR ARCH CAPE SANITARY DISTRICT, OR ARNOLD IRRIGATION DISTRICT, OR ASH CREEK WATER CONTROL DISTRICT, OR ATHENA CEMETERY MAINTENANCE DISTRICT, OR BOULDER CREEK RETREAT SPECIAL ROAD DISTRICT, OR BRIDGE R F.P.D, OR BROOKS COMMUNITY SERVICE DISTRICT, OR BROWNSVILLE R F P D., OR BUELL-RED PRAIRIE WATER DISTRICT, OR BUNKER HML R F P D. #1, OR BUNKER HILL SANITARY DISTRICT, OR BURLINGTON WATER DISTRICT, OR BURNT RIVER IRRIGATION DISTRICT, OR BURNT RIVER S W CD, OR CALAPOOIA R F P D , OR CAMAS VALLEY R F P D., OR CAMELLIA PARK SANITARY DISTRICT, OR CAMHANN ROAD DISTRICT, OR CAME SHERMAN ROAD DISTRICT, OR CANBY AREA TRANSIT, OR CANBY R F P D. #62, OR CANBY UTILITY BOARD, OR CANNON BEACH R.F.P.D., OR CANYONVILLE SOUTH UMPQUA FIRE DISTRICT, OR CAPE FERRELO RF.P D , OR CAPE FOULWEATHER SANITARY DISTRICT, OR CARLSON PRIMROSE SPECIAL ROAD DISTRICT, OR CARMEL BEACH WATER DISTRICT, OR CASCADE VIEW ESTATES TRACT 2, OR CEDAR CREST SPECIAL ROAD DISTRICT, OR CEDAR TRAILS SPECIAL ROAD DISTRICT, OR CEDAR VALLEY -NORTH BANK R FP D� OR CENTRAL CASCADES FIRE AND EMS, OR CENTRAL CITY ECONOMIC OPPORTUNITY CORP, LA CENTRAL LINCOLN P.U.D., OR CENTRAL OREGON COAST FIRE & RESCUE DISTRICT, OR CENTRAL OREGON INTERGOVERNMENTAL COUNCIL CENTRAL OREGON IRRIGATION DISTRICT, OR CHAPARRAL WATER CONTROL DISTRICT, OR CHAALESTON PIKE DISTRICT, OR CHARLIE TON SANITARY DISTRICT, OR CHARLOTTE ANN WATER DISTRICT, OR CHEHALEM PARK & RECREATION DISTRICT, OR CHEHALEM PARK AND RECREATION DISTRICT CHEMULT R F P D., OR CHENOWITH WATER P U.D, OR CFIERRTOTS, OR CHETCO COMMUNITY PUBLIC LIBRARY DISTRICT, OR CHILOQUIN VECTOR CONTROL DISTRICT, OR CFHLOQUIN-AGENCY LAKE R F P D., OR CHINOOK DRIVE SPECIAL ROAD DISTRICT, OR CHR DISTRICT IMPROVEMENT COMPANY, OR CHRISTMAS VALLEY DOMESTIC WATER DISTRICT, OR CHRISTMAS VALLEY PARK & RECREATION DISTRICT, OR CHRISTMAS VALLEY R-F.P D, OR CITY OF BOGALUSA SCHOOL BOARD, LA CLACKAMAS COUNTY FIRE DISTRICT #1, OR CLACKAMAS COUNTY SERVICE DISTRICT #1, OR CLACKAMAS COUNTYVECTORCONTROL DISTRICT, OR CLACKAMAS RIVERWATER CLACKAMAS RIVER WATER, OR CLACKAMAS S.W.C.D., OR CLATSKANIE DRAINAGE IMPROVEMENT COMPANY. OR CLATSKANIE LIBRARY DISTRICT, OR CLATSKANIEP U D� OR CLATSKANIE PARK & RECREATION DISTRICT, OR CLATSKANIE PEOPLE'S UTILITY DISTRICT CLATSKANIE R.P.P.D., OR CLATSOP CARE CENTER HEALTH DISTRICT, OR CLATSOP COUNTY S.W C D, OR CLATSOP DRAINAGE IMPROVEMENT COMPANY #15, INC., OR CLEAN WATER SERVICES CLEAN WATER SERVICES, OR CLOVERDALERF.PD,OR CLOVERDALE SANITARYDISTRICT, OR CLOVERDALE WATER DISTRICT, OR COALEDO DRAINAGE DISTRICT, OR COBURG FIRE DISTRICT, OR COLESTTN RURAL FIRE DISTRICT, OR COLTON R.F.P.D., OR COLTON WATER DISTRICT #I1, OR COLUMBIA 911 COMMUNICATIONS DISTRICT, OR COLUMBIA COUNTY 4-H & EXTENSION SERVICE DISTRICT, OR COLUMBIA DRAINAGE VECTOR CONTROL, OR COLUMBIA IMPROVEMENT DISTRICT, OR COLUMBIA RF P.D, OR COLUMBIA RIVER FIRE & RESCUE, OR COLUMBIA RIVER PUD, OR COLUMBIA S W.CD , OR COLUMBIA S W.0 D, OR CONFEDERATED TRIBES OF THE UMATILLA INDIAN RESERVATION COOS COUNTY AIRPORT DISTRICT, OR COOS COUNTY AIRPORT DSTRICT, OR COOS COUNTY AREA TRANSIT SERVICE DISTRICT, OR COOS COUNTY AREA TRANSIT SERVICE DISTRICT, OR COOS FOREST PROTECTIVE ASSOCIATION COOS S W.0 D, OR COQUILLE R.F.P.D., OR COQUILLE VALLEY HOSPITAL DISTRICT, OR CORBETT WATER DISTRICT, OR CORN ELIUS R.FT D , OR CORD RANCH ROAD WATER IMPROVEMENT, OR CORVALLIS R.F.P.D., OR COUNTRY CLUB ESTATES SPECIAL WATER DISTRICT, OR COUNTRY CLUB WATER DISTRICT, OR COUNTRY ESTATES ROAD DISTRICT, OR COVE CEMETERY MAINTENANCE DISTRICT, OR COVE ORCHARD SEWER SERVICE DISTRICT, OR COVE R.F.P.D., OR CRESCENT R.F.P.D., OR CRESCENT SANITARY DISTRICT, OR CRESCENT WATER SUPPLY AND IMPROVEMENT DISTRICT, OR CROOK COUNTY AGRICULTURE EXTENSION SERVICE DISTRICT, OR CROOK COUNTY CEMETERY DISTRICT, OR CROOK COUNTY FIRE AND RESCUE, OR CROOK COUNTY PARKS & RECREATION DISTRICT, OR CROOK COUNTY S W C.D, OR CROOK COUNTY VECTOR CONTROL DISTRICT, OR CROOKED RIVER RANCH R F P D , OR CROOKED RIVER RANCH SPECIAL ROAD DISTRICT, OR Verson lwe28, 2023 EUGENE WATER AND ELECTRIC BOARD EVANS VALLEY FIRE DISTRICT 46, OR FAIR OAKS R F P D., OR FAIRVIEW R F P D., OR FAIRVEW WATERDISTRICT,OR FALCON HEIGHTS WATER AND SEWER, OR FALCON -COVE BEACH WATER DISTRICT, OR FALL RIVER ESTATES SPECIAL ROAD DISTRICT, OR FARGO INTERCHANGE SERVICE DISTRICT, OR FARMERS IRRIGATION DISTRICT, OR FAT ELK DRAINAGE DISTRICT, OR FERN RIDGE PUBLIC LIBRARY DISTRICT, OR FERN VALLEY ESTATES IMPROVEMENT DISTRICT, OR FOR FAR ROAD DISTRICT, OR FOREST GROVE R F.P D, OR FOREST VIEW SPECIAL ROAD DISTRICT, OR FORT ROCK-SFLVER LAKE S W.0 D, OR FOUR RIVERS VECTOR CONTROL DISTRICT, OR FOX CEMETERY MAINTENANCE DISTRICT, OR GARDINER R.F.P.D., OR GARDINER SANITARY DISTRICT, OR GARIBALDI R F.P D, OR GASTON R F P D, OR GATESRFPD, OR GEARHART R.F. P.D., OR GILLIAM S.W C D 'OR GLENDALE AMBULANCE DISTRICT, OR GLENDALE R F P D, OR GLENEDEN BEACH SPECW. ROAD DISTRICT, OR GLENEDEN SANITARY DISTRICT, OR GLENWOOD WATER DISTRICT, OR GLIDE - IDLEYLD SANITARY DISTRICT, OR GLIDE RX P D , OR GOLD BEACH- WEDDERBURN R.F.P.D., OR GOLD HILL IRRIGATION DISTRICT, OR GOLDFINCH ROAD DISTRICT, OR GOSHENRFPD, OR GOVERNMENT CAMP ROAD DISTRICT, OR GOVERNMENT CAMP SANITARY DISTRICT, OR GRAND PRAIRIE WATER CONTROL DISTRICT, OR GRAND RONDE SANITARY DISTRICT, OR GRANT COUNTY TRANSPORTATION DISTRICT, OR GRANT S W.C.D., OR GRANTS PASS IRRIGATION DISTRICT, OR GREATER BOWEN VALLEY ILE P D, OR GREATER ST, HELENS PARK & RECREATION DISTRICT, OR GREATER TOLEDO POOL RECREATION DISTRICT, OR GREEN KNOLLS SPECIAL ROAD DISTRICT, OR GREEN SANITARY DISTRICT, OR GREENACRES R.F. P.D., OR GREENS, IRRIGATION DISTRICT, OR GREENSPRINGS RURAL FIRE DISTRICT, OR HAHLEN ROAD SPECIAL DISTRICT, OR HAINES CEMETERY MAINTENANCE DISTRICT, OR NAMES FIRE PROTECTION DISTRICT, OR HALSEY-SHEDD R P P.D, OR HAMLET KEP.D., OR HARBOR R.F.P.D., OR HARBOR SANITARY DISTRICT, OR HARBOR WATER P U D., OR HARNEY COUNTY HEALTH DISTRICT, OR HARNEY S.W.CD., OR HARPER SOUTH SIDE IRRIGATION DISTRICT, OR HARRISBURG FIRE AND RESCUE, OR Version Iwe 28, 2023 CRYSTAL SPRINGS WATER DISTRICT, OR CURRY COUNTY 4H & EXTENSION SERVICE DISTRICT, OR CURRY COUNTY PUBLIC TRANSIT SERVICE DISTRICT, OR CURRY COUNTY S. W.C.D., OR CURRY HEALTH DISTRICT, OR CURRY PUBLIC LIBRARY DISTRICT, OR DALLAS CEMETERY DISTRICT N, OR BARLEY DRIVE SPECIAL ROAD DISTRICT, OR DAVID CROCKETT STEAM FIRE COMPANY #1, LA DAYSCREEKRF.PD,OR DAYTON FIRE DISTRICT, OR DEAN MINARD WATER DISTRICT, OR DEE IRRIGATION DISTRICT, OR DEER ISLAND DRAINAGE IMPROVEMENT COMPANY, OR DELL BROGAN CEMETERY MAINTENANCE DISTRICT, OR DEFOE BAY R F P.D., OR DESCHUTES COUNTY 911 SERVICE DISTRICT, OR DESCHUTES COUNTY R F P D. #2, OR DESCHUTES PUBLIC LIBRARY DISTRICT, OR DESCHUTES SW D., OR DESCHUTES VALLEY WATER DISTRICT, OR DEVILS LAKE WATER IMPROVEMENT DISTRICT, OR DEXTER R F P.D, OR DEXTER SANITARY DISTRICT, OR DORA-SITKUM REED., OR DOCOLAS COUNTY FIRE DISTRICT #2, OR DOUGLAS S W C.D, OR DRAKES CROSSING R F P D., OR BREIT SPECIAL ROAD DISTRICT #6, OR DAY GULCH DITCH DISTRICT IMPROVEMENT COMPANY, OR DUFUR RECREATION DISTRICT, OR 'MBECR LANE DOMESTIC WATER SUPPLY, OR DUNDEE RF.P.D., OR DURKEE COMMUNITY BUILDING PRESERVATION DISTRICT, OR EAGLE POINT IRRIGATION DISTRICT, OR EAGLE VALLEY CEMETERY MAINTENANCE DISTRICT, OR EAGLE VALLEY BE P.D, OR EAGLE VALLEY S W C.D., OR EAST FORK IRRIGATION DISTRICT, OR EAST MULTNOMAH S.W.C.D, OR EAST SALEM SERVICE DISTRICT, OR EAST UMATRLA CHEMICAL CONTROL DISTRICT, OR EAST UMATILLA COUNTY AMBULANCE AREA HEALTH DISTRICT, OR EAST UMATILLA COUNTY REED., OR EAST VALLEY WATER DISTRICT, OR ELGIN COMMUNITY PARKS & RECREATION DISTRICT, OR ELGIN HEALTH DISTRICT, OR Ell R.F P D, OR ELKTON ESTATES PHASE II SPECIAL ROAD DISTRICT, OR ELKTON R.F.P.D., OR EMERALD P U D, OR ENTERPRISE IRRIGATION DISTRICT, OR ESTACADA CEMETERY MAINTENANCE DISTRICT, OR ESTACADA R F P.D 469, OR EUGENE RF.P D # 1, OR HAUSER RE. P.D., OR HAZELDELL RURAL FIRE DISTRICT, OR HEBO JOINT WATER -SANITARY AUTHORITY, OR IT ETAWATERPUD,OR HELIX CEMETERY MAINTENANCE DISTRICT #4, OR HELLV PARK & RECREATION DISTRICT, OR HELIX RF.P D #7 411, OR RIPENER CEMETERY MAINTENANCE DISTRICT, OR HEPPNER R.F P D , OR HEPPNER WATER CONTROL DISTRICT, OR HEREFORD COMMUNITY HALL RECREATION DISTRICT, OR HERMISTON CEMETERY DISTRICT, OR HERMISTON IRRIGATION DISTRICT, OR HIDDEN VALLEY MOBILE ESTATES IMPROVEMENT DISTRICT, OR HIGH DESERT PARK & RECREATION DISTRICT, OR HIGHLAND SUBDIVISION WATER DISTRICT, OR HONOLULU INTERNATIONAL AIRPORT HOOD RIVER COUNTY LIBRARY DISTRICT, OR HOOD RIVER COUNTY TRANSPORTATION DISTRICT, OR HOOD RIVER S.W.C.D., OR HOOD RIVER VALLEY PARKS & RECREATION DISTRICT, OR HOODLAND FIRE DISTRICT #T4 HOODLAND FIRE DISTRICT #74, OR HORSEFLY IRRIGATION DISTRICT, OR HOSKMS-KINGS VALLEY RF.P.D, OR HOUSING AUTHORITY OF PORTLAND HUBBARD R F P D., OR HUDSON BAY DISTRICT IMPROVEMENT COMPANY, OR I N (KAY) YOUNG DITCH DISTRICT IMPROVEMENT COMPANY, OR ICE FOUNTAIN WATER DISTRICT, OR IDAHO POINT SPECIAL ROAD DISTRICT, OR IDANHA-DETROR RURAL FIRE PROTECTION DISTRICT, OR ILLINOIS VALLEY FIRE DISTRICT ILLINOIS VALLEY R F.P.D, OR ILLINOIS VALLEY SW C B., OR IMBLER R.F.P.D., OR INTERLACHEN WATER P U.D, OR ]ONE LIBRARY DISTRICT, OR ]ONE R F P D. #6-6M, OR IRON SIDE CEMETERY MAINTENANCE DISTRICT, OR IRONSIDE RURAL ROAD DISTRICT 45, OR HURT NPARK & RECREATION DISTRICT, OR ]BROWN RX P.D, OR ISLAND CITY AREA SANITATION DISTRICT, OR ISLAND CITY CEMETERY MAINTENANCE DISTRICT, OR JACK PIKE VILLAGE SPECIAL ROAD DISTRICT, OR JACKSON COUNTY FIRE DISTRICT #3, OR JACKSON COUNTY FIRE DISTRICT tl4, OR IACKSON COUNTY FIRE DISTRICT tl5, OR JACKSON COUNTY LIBRARY DISTRICT, OR JACKSON COUNTY VECTOR CONTROL DISTRICT, OR JACKSON S.W.CD., OR JASPER KNOLLS WATER DISTRICT, OR JEFFERSON COUNTY EMERGENCY MEDICAL SERVICE DISTRICT, OR JEFFERSON COUNTY FIRE DISTRICT #L OR JEFFERSON COUNTY LIBRARY DISTRICT, OR JEFFERSON COUNTY SW C D., OR JEFFERSON PARK & RECREATION DISTRICT, OR JEFFERSON R.F.P.D., OR JOB'S DRAINAGE DISTRICT, OR JOHN DAY WATER DISTRICT, OR JOHN DAY -CANYON CITY PARKS & RECREATION DISTRICT, OR JOHN DAY-FERNHTLL R FT D. #5-108, OR JORDAN VALLEY CEMETERY DISTRICT, OR JORDAN VALLEY IRRIGATION DISTRICT, OR JOSEPHINE COMMUNITY LIBRARY DISTRICT, OR JOSEPHINE COUNTY 4-H & EXTENSION SERVICE DISTRICT, OR JOSEPHINE COUNTY 911 AGENCY, OR JUNCTION CITY RF P D , OR JUNCTION CITY WATER CONTROL DISTRICT, OR JUNIPER BUTTE ROAD DISTRICT, OR JUNIPER CANYON WATER CONTROL DISTRICT, OR JUNIPER FLAT DISTRICT IMPROVEMENT COMPANY, OR JUNH'ER FLAT R F P D., OR .RUNG NONPROFIT WATER IMPROVEMENT DISTRICT, OR KEATING R.F.P.D., OR MATING S W C.D., OR KEIZER R F P.D., OR KELLOGG RURAL FIRE DISTRICT, OR KENO IRRIGATION DISTRICT, OR RENO PINES ROAD DISTRICT, OR KENO RF.PM., OR KENT WATER DISTRICT, OR KERBY WATER DISTRICT, OR K-GB-LB WATER DISTRICT, OR KILCHIS WATER DISTRICT, OR KLAMATH 9-1-1 COMMUNICATIONS DISTRICT, OR KLAMATH BASINIMPROVEMENT DISTRICT, OR KLAMATH COUNTY DRAINAGE SERVICE DISTRICT, OR MAMATH COUNTY EXTENSION SERVICE DISTRICT, OR KLAMATH COUNTY FIRE DISTRICT #L OR KEAMAM COUNTY FIRE DISTRICT #3, OR MA AM COUNTY FIRE DISTRICT #4, OR MAMATH COUNTY FIRE DISTRICT #5, OR MAMATH COUNTY LIBRARY SERVICE DISTRICT, OR KLAMATH COUNTY PREDATORY ANIMAL CONTROL DISTRICT, OR KLAMATH DRAINAGE DISTRICT, OR KLAMATH FALLS FOREST ESTATES SPECIAL ROAD DISTRICT UNIT #2, OR KLAMATH INTEROPERABILITY RADIO GROUP, OR 'AM IRRIGATION DISTRICT, OR 'AM RIVER ACRES SPECIAL ROAD DISTRICT, OR KLAMATH S W.CD, OR 'AM VECTOR CONTROL DISTRICT, OR 'PA-SVENSEN-BURNSIDE RF.P.D , OR LA GRANDE CEMETERY MAINTENANCE DISTRICT, OR LA GRANDE RF.P D, OR LA PINE PARK & RECREATION DISTRICT, OR LA PINE RF P D , OR LABISH VILLAGE SEWAGE & DRAINAGE, OR LACOMB IRRIGATION DISTRICT, OR LAFAYETTE AIRPORT COMMISSION, LA LAFOURCHE PARISH HEALTH UNIT -DHH-OPH REGION 3 LAIDLAW WATER DISTRICT, OR Verson—N, 1.1 MALHEUR DISTRICT IMPROVEMENT COMPANY, OR MALHEUR DRAINAGE DISTRICT, OR MALHEUR MEMORIAL HEALTH DISTRICT, OR MALIN COMMUNITY CEMETERY MAINTENANCE DISTRICT, OR MALIN COMMUNITY PARK & RECREATION DISTRICT, OR MALIN IRRIGATION DISTRICT, OR MALIN R.F.P.D., OR MAPLETON FIRE DEPARTMENT, OR MAPLETON WATER DISTRICT, OR MARCOLA WATER DISTRICT, OR MARION COUNTY EXTENSION & 4H SERVICE DISTRICT, OR MARION COUNTY FIRE DISTRICT #L OR MARION JACK IMPROVEMENT DISTRICT, OR MARION S.W.CD., OR MARY'S RIVER ESTATES ROAD DISTRICT, OR MCDONALD FOREST ESTATES SPECIAL ROAD DISTRICT, OR MCKAY ACRES IMPROVEMENT DISTRICT, OR MCKAY DAM R.F.P.D. # 7-410, OR MCKENZIE FIRE & RESCUE, OR MCKENZIE PALISADES WATER SUPPLY CORPORATION, OR MCMINNVILLE R.F.P.D., OR MCNULTY WATER P.0 D, OR MEADOWS DRAINAGE DISTRICT, OR MEDFORD IRRIGATION DISTRICT, OR MEDFORD R F P D. #2, OR MEDFORD WATER COMMISSION MEDICAL SPRINGS R.F.P.D., OR MELIIEUR COUNTY TAIL, OR MERLINCOMMUNITY PARK DISTRICT, OR MERRILL CEMETERY MAINTENANCE DISTRICT, OR MERRILL PARK DISTRICT, OR MERRILL R.F.P D, OR METRO REGIONAL GOVERNMENT METRO REGIONAL PARKS METROPOLITAN EXPOSITION RECREATION COMMISSION METROPOLITAN SERVICE DISTRICT (METRO) MID COUNTY CEMETERY MAINTENANCE DISTRICT, OR MID-COLUMBIA FIRE AND RESCUE, OR MEDDLE FORK IRRIGATION DISTRICT, OR MIDLAND COMMUNITY PARK, OR MIDLAND DRAINAGE IMPROVEMENT DISTRICT, OR MILES CROSSING SANITARY SEWER DISTRICT, OR MILL CITY RE P D #2-303, OR MI.L FOUR DRAINAGE DISTRICT, OR MILLICOMA RIVER PARK & RECREATION DISTRICT, OR MILLINGTON R.F.P.D. #5, OR MILD VOLUNTEER FIRE DEPARTMENT, OR MILTON-FREEWATER AMBULANCE SERVICE AREA HEALTH DISTRICT, OR MILTON-FREEWATER WATER CONTROL DISTRICT, OR MIROCO SPECIAL ROAD DISTRICT, OR MIST-BIRKENFELD R.F.P.D., OR MODOC POINT IRRIGATION DISTRICT, OR MO POINT SANITARY DISTRICT, OR MOHAWK VALLEY R F P D., OR MOLALLA AQUATIC DISTRICT, OR MOLALLA R F P D. #73, OR MONITOR RF P D., OR Version-28, 2023 LAKE CHINOOK FIRE & RESCUE, OR LAKE COUNTY 4-H & EXTENSION SERVICE DISTRICT, OR LAKE COUNTY LIBRARY DISTRICT, OR LAKE CREEK R.FT D-JACKSON, OR LAKE CREEK R F.P.D. - LANE COUNTY, OR LAKE DISTRICT HOSPITAL, OR LAKE GROVE R F P D NO 57, OR LAKE GROVE WATER DISTRICT, OR LAKE LABISH WATER CONTROL DISTRICT, OR LAKE POINT SPECIAL ROAD DISTRICT, OR LAKESIDE R F P D. #4, OR LAKESIDE WATER DISTRICT, OR LAKEVIEW R F.P D, OR LAKEVIEW S.W.0 D., OR LAMONTAI IMPROVEMENT DISTRICT, OR LANE FIRE AUTHORITY, OR LANE LIBRARY DISTRICT, OR LANE TRANSIT DISTRICT, OR LAN ELL VALLEY IRRIGATION DISTRICT, OR LANGLOIS PUBLIC LIBRARY, OR LANGLOIS R F.P.D, OR LANGLOIS WATER DISTRICT, OR LAZY RIVER SPECIAL ROAD DISTRICT, OR LEBANON AQUATIC DISTRICT, OR LEBANON R F P D., OR LEWIS & CLARK R F P D., OR LINCOLN COUNTY LIBRARY DISTRICT, OR LINCOLN S.W.C.D., OR LLVN COUNTY EMERGENCY TELEPHONE AGENCY, OR LINN S. W.C.D., OR LITTLE MUDDY CREEK WATER CONTROL, OR LITTLE NESTUCCA DRAINAGE DISTRICT, OR LITTLE SWITZERLAND SPECIAL ROAD DISTRICT, OR LONE PINE IRRIGATION DISTRICT, OR LONG PRAIRIE WATER DISTRICT, OR LOOKINGGLASS OLALLA WATER CONTROL DISTRICT, OR LOOKINGGLASS RURAL FIRE DISTRICT, OR LORANE R F P.D, OR LOST & BOULDER DITCH IMPROVEMENT DISTRICT, OR LOST CREEK PARK SPECIAL ROAD DISTRICT, OR LOUISIANA PUBLIC SERVICE COMMISSION, LA LOUISIANA WATER WORKS LOWELL R F.P.D, OR LOWER MCKAY CREEK R.F.P.D., OR LOWER MCKAY CREEK WATER CONTROL DISTRICT, OR LOWER POWDER RIVER IRRIGATION DISTRICT, OR LOWER SILETZ WATER DISTRICT, OR LOWER UMPQUA HOSPITAL DISTRICT, OR LOWER UMPQUA PARK & RECREATION DISTRICT, OR LOWER VALLEY WATER IMPROVEMENT DISTRICT, OR LUCE LONG DITCH DISTRICT IMPROVEMENT CO, OR LUSTED WATER DISTRICT, OR LYONSRFPD, OR LYONS-MADRAS AC ATER CENTER MADRAS AQUATIC CENTER DISTRICT, OR MAKAI SPECIAL ROAD DISTRICT, OR MALHEUR COUNTY S D, OR MALHEUR COUNTY VECTOR CONTROL DISTRICT, OR MONROE R.F.P.D., OR MONUMENT CEMETERY MAINTENANCE DISTRICT, OR MONUMENT S.W C.D., OR MOOREA DRIVE SPECIAL ROAD DISTRICT, OR MORO R.F.P.D, OR MORROW COUNTY HEALTH DISTRICT, OR MORROW COUNTY UNIFIED RECREATION DISTRICT, OR MORROW S.W.C.0, OR MOSIER FIRE DISTRICT, OR MOUNTAIN DRIVE SPECIAL ROAD DISTRICT, OR MT ANGEL RF.P.D, OR MT HOOD IRRIGATION DISTRICT, OR MT. LAKI CEMETERY DISTRICT, OR MT VERNON R F P.D., OR MULINO WATER DISTRICT #L OR MULTNOMAH COUNTY DRAINAGE DISTRICT #L OR ME MOMAH COUNTY R.F.P.D. #10, OR ME TNOMAH COUNTY R.F.P.D. #I4, OR MULTNOMAH EDUCATION SERVICE DISTRICT MYRTLE CREEK R.F P D , OR NEAH-KAH-NIE WATER DISTRICT, OR NEDONNA R.F.P.D., OR NEHALEM BAY FIRE AND RESCUE, OR NEHALEM BAY HEALTH DISTRICT, OR NEHALEM BAY WASTEWATER AGENCY, OR NESIKA BEACH-OPHIR WATER DISTRICT, OR NESKOWIN REGIONAL SANITARY AUTHORITY, OR NESKOWIN REGIONAL WATER DISTRICT, OR NESTUCCA RX.P.D, OR NETARTS WATER DISTRICT, OR NETARTS-OCEANSIDE RD F.P.., OR NETARTS-OCEANSIDE SANITARY DISTRICT, OR NEW BRIDGE WATER SUPPLY DISTRICT, OR NEW CARLTON FIRE DISTRICT, OR NEW ORLEANS REDEVELOPMENT AUTHORITY, LA NEW PINE CREEK R.F.P D, OR NEWBERG R.F.P.D., FP.D., OR NEWBERRY ESTATES SPECIAL ROAD DISTRICT, OR NEWPORT R F P D., OR NEWT YOUNG DITCH DISTRICT IMPROVEMENT COMPANY, OR NORTH ALBANY R F P D., OR NORTH BAY R F.P D 99, OR NORTH CLACKAMAS PARKS &RECREATION DISTRICT, OR NORTH COUNTY RECREATION DISTRICT, OR NORTH DOUGLAS COUNTY FIRE & EMS, OR NORTH DOUGLAS PARK & RECREATION DISTRICT, OR NORTH GILLIAM COUNTY HEALTH DISTRICT, OR NORTH GILLIAM COUNTY R P P D., OR NORTH LAKE HEALTH DISTRICT, OR NORTH LEBANON WATER CONTROL DISTRICT, OR NORTH LINCOLN FIRE & RESCUE DISTRICT #L OR NORTH LINCOLN HEALTH DISTRICT, OR NORTH MORROW VECTOR CONTROL DISTRICT, OR NORTH SHERMAN COUNTY R.F.P.D, OR NORTH UNIT IRRIGATION DISTRICT, OR NORTHEAST OREGON HOUSING AUTHORITY, OR NORTHEAST WHEELER COUNTY HEALTH DISTRICT, OR NORTHERN WASCO COUNTY P U.D., OR NORTHERN WASCO COUNTY PARK & RECREATION DISTRICT, OR NYE DUCH USERS DISTRICT IMPROVEMENT, OR MY SA ROAD ASSESSMENT DISTRICT #2, OR NYSSA RURAL FIRE DISTRICT, OR NYSSA-ARCADIA DRAINAGE DISTRICT, OR OAK LODGE WATER SERVICES, OR OAKLAND R.F.P.D., OR OAKVILLE COMMUNITY CENTER, OR OCEANSIDE WATER DISTRICT, OR OCHOCO IRRIGATION DISTRICT, OR OCHOCO WEST WATER AND SANITARY AUTHORITY, OR ODELL SANITARY DISTRICT, OR OLD OWYBEE DITCH IMPROVEMENT DISTRICT, OR OLNEY-WALLUSKI FIRE & RESCUE DISTRICT, OR ONTARIO LIBRARY DISTRICT, OR ONTARIO R F P D, OR OPHIl RF.P.D, OR OREGON COAST COMMUNITY ACTION OREGON HOUSING AND COMMUNITY SERVICES OREGON INTERNATIONAL PORT OF COOS BAY, OR OREGON LEGISLATIVE ADMINISTRATION OREGON OUTBACK R F.P D., OR OREGON POINT, OR OREGON TRAIL LIBRARY DISTRICT, OR OTTER ROCK WATER DISTRICT, OR OW W UNIT #2 SANITARY DISTRICT, OR OWYHEE CEMETERY MAINTENANCE DISTRICT, OR OWYHEE IRRIGATION DISTRICT, OR PACIFIC CITY JOINT WATER -SANITARY AUTHORITY, OR PACIFIC COMMUNITIES HEALTH DISTRICT, OR PACIFIC RIVIERA #3 SPECIAL ROAD DISTRICT, OR PALATINE HILL WATER DISTRICT, OR PALMER CREEK WATER DISTRICT IMPROVEMENT COMPANY, OR PANORAMIC ACCESS SPECIAL ROAD DISTRICT, OR PANTHER CREEK ROAD DISTRICT, OR PANTHER CREEK WATER DISTRICT, OR PARKDALE RF.P.D, OR PARKDALE SANITARY DISTRICT, OR PENINSULA DRAINAGE DISTRICT #1, OR PENINSULA DRAINAGE DISTRICT #2, OR PHILOMATH FIRE AND RESCUE, OR PILOT ROCK CEMETERY MAINTENANCE DISTRICT 45, OR PILOT ROCK PARK & RECREATION DISTRICT, OR PILOT ROCK R F P.D, OR PIE EAGLE HEALTH DISTRICT, OR PINE FLAT DISTRICT IMPROVEMENT COMPANY, OR PINE GROVE IRRIGATION DISTRICT, OR PINE GROVE WATER DISTRICT-KLAMATH FALLS, OR PINE GROVE WATER DISTRICT-MAUPM, OR PINE VALLEY CEMETERY DISTRICT, OR PINE VALLEY BY P D., OR PINEWOOD COUNTRY ESTATES SPECIAL ROAD DISTRICT, OR PIONEER DISTRICT IMPROVEMENT COMPANY, OR PISTOL RIVER CEMETERY MAINTENANCE DISTRICT, OR PISTOL RIVER FIRE DISTRICT, OR PLEASANT HILL RF P D , OR PLEASANT HOME WATER DISTRICT, OR POCAHONTAS MINING AND IRRIGATION DISTRICT, OR POE VALLEY IMPROVEMENT DISTRICT, OR POE VALLEY PARK & RECREATION DISTRICT, OR POE VALLEY VECTOR CONTROL DISTRICT, OR --2&2023 RIVER ROAD WATER DISTRICT, OR R[VERBEND RIVERBANKWATERIMPROVEMENT DISTRICT, OR RIVERDALER.F.PD II-1T,OR RIVERGROVE WATER DISTRICT, OR RIVERSIDE MISSION WATER CONTROL DISTRICT, OR RIVERSIDE REFER DISTRICT, RIVERSIDE WATERDISTRICT,RI ROBERTS IKCR CREEK WATER DISTRICT, OR N ROCK CREEK DISTRICT IMPROVEMENT, OR ROCK CREEK WATER DISTRICT, OR ROCKWOOD WATER P.U.D., OR ROCKY POINT FIRE ffi EMS, OR ROGUE RIVER R F POR ROGUE RIVER VALLEY IRRIGATION DISTRICT, OR ROGUE VALLEY SEWER SERVICES, OR ROGUE VALLEY SEWER, OR ROGUE VALLEY TRANSPORTATION DISTRICT, OR ROSEBURG URBAN SANITARY AUTHORITY, OR ROSE WOOD ESTATES ROAD DISTRICT, OR ROW RIVER VALLEY WATERDISTRICT,OR RURAL ROAD ASSESSMENT DISTRICT #3, 0R RURAL ROAD ASSESSMENT DISTRICT #!4, OR SAINT LANDRY PARISH TOURIST COMMISSION SAINT MARY PARISH BEC DISTRICT 2 SAINT MARY PARISH REC DISTRICT 3 SAINT TAMMANY FIRE DISTRICT 4, LA SALEM AREA MASS TRANSIT DISTRICT, OR SALEM MASS TRANSIT DISTRICT SALEM SUBURBAN &F.P.D., OR SALISDAN SANITARY DISTRICT, OR SALMON RIVER PARK SPECIAL ROAD DISTRICT, OR SALMON ELVER PARK WATER IMPROVEMENT DISTRICT, OR SALMONBERRY TRAIL INTERGOVERNMENTAL AGENCY, OR SANDPIPER VILLAGE SPECIAL ROAD DISTRICT, OR SANDY DRAINAGE IMPROVEMENT COMPANY, OR SANDY RF PD #72, OR SANTA CLARA R F P D, OR SANTA CLARA WATER DISTRICT, OR SANTIAM WATER CONTROL DISTRICT, OR SAUVIE ISLAND DRAINAGE IMPROVEMENT COMPANY, OR SAUVIE ISLAND VOLUNTEER FIRE DISTRICT #30I, OR SCAPPOOSE DRAINAGE IMPROVEMENT COMPANY, OR SCAPPOOSE PUBLIC LIBRARY DISTRICT, OR SCAPPOOSE RF P D, OR SCIO R.F.P.D., OR SCOTTSBURG R.F.P.D., OR SEAL ROCK R F P D., OR SEAL ROCK WATER DISTRICT, OR SEWERAGE AND WATER BOARD OF NEW ORLEANS, LA SHANGRI-LA WATER DISTRICT, OR SHASTA VIEW IRRIGATION DISTRICT, OR SHELLEY ROAD CREST ACRES WATER DISTRICT, OR SHERIDAN FIRE DISTRICT, OR SHERMAN COUNTY HEALTH DISTRICT, OR SHERMAN COUNTY S W.CD, OR SHORELINE SANITARY DISTRICT, OR SILETZ KEYS SANITARY DISTRICT, OR SILETZ R F P D, OR VersFan Iwe 28, 2023 POLK COUNTY FIRE DISTRICT #L OR POLK S.W.CD., OR POMPADOUR WATER IMPROVEMENT DISTRICT, OR PONDEROSA PINES EAST SPECIAL ROAD DISTRICT, OR PORT OF ALSEA, OR PORT OF ARLINGTON, OR PORT OF ASTORIA, OR PORT OF BANDON, OR PORT OF BRANTON' OR PORT OF BROOKINGS HARBOR, OR PORT OF CASCADE LOCKS, OR PORT OF COQUILLE RIVER, OR PORT OF GARIBALDI, OR PORT OF GOLD BEACH, OR PORT OF HOOD RIVER, OR PORT OF MORGAN CITY, LA PORT OF MORROW, OR PORT OF NEHALEM, OR PORT OF NEWPORT, OR PORT OF PORT ORFORD, OR PORT OF PORTLAND,OR PORT OF SET LAW, OR PORT OF ST HELENS, OR PORT OF THE GALLES, OR PORT OF TILLAMOOK BAY, OR PORT OF TOLEDO, OR PORT OF UMATILLA, OR PORT OF UMPQUA, OR PORT IF OAD CEMETERY MAINTENANCE DISTRICT, OR PORT ORFORD PUBLIC LIBRARY DISTRICT, OR PORT ORFORD R.F.P.D., OR PORTLAND DEVELOPMENT COMMISSION, OR PORTLAND FIRE AND RESCUE PORTLAND HOUSING CENTER, OR POWDERR.F.PD,OR POWDERRIVERR.FPD,OR POWDER VALLEY WATER CONTROL DISTRICT, OR POWERS HEALTH DISTRICT, OR PRAIRIE CEMETERY MAINTENANCE DISTRICT, OR PRINEVILLE LAKE ACRES SPECIAL ROAD DISTRICT #1, OR PROSPECT R F P.D., OR QUAIL VALLEY PARK IMPROVEMENT DISTRICT, OR QUEENER IRRIGATION IMPROVEMENT DISTRICT, OR RAINBOW WATER DISTRICT, OR RAINIER CEMETERY DISTRICT, OR RAINIER DRAINAGE IMPROVEMENT COMPANY, OR RALEIGH WATER DISTRICT, OR REDMOND AREA PARK & RECREATION DISTRICT, OR REDMOND FIRE AND RESCUE, OR RED LE FIRE PROTECTION DISTRICT, OR RIDGEWOOD DISTRICT IMPROVEMENT COMPANY, OR RIDGEWOOD ROAD DISTRICT, OR BIRTH SANITARY DISTRICT, OR RUTH WATER DISTRICT, OR RIMROCK WEST IMPROVEMENT DISTRICT, OR RINK CREEK WATER DISTRICT, OR RIVER BEND ESTATES SPECIAL ROAD DISTRICT, OR RIVER FOREST ACRES SPECIAL ROAD DISTRICT, OR RIVER MEADOWS IMPROVEMENT DISTRICT, OR RIVER PINES ESTATES SPECIAL ROAD DISTRICT, OR RIVER ROAD PARK & RECREATION DISTRICT, OR SILVER FALLS LIBRARY DISTRICT, OR SILVER LAKE IRRIGATION DISTRICT, OR SILVER LAKE RF P D, OR SILVER SANDS SPECIAL ROAD DISTRICT, OR SILVERTON R.FT D NO. 2, OR SISTERS PARKS & RECREATION DISTRICT, OR SISTERS -CAMP SHERMAN RE P D, OR SIC SLAW PUBLIC LIBRARY DISTRICT, OR SNSLAW SW C D, OR SNSLAW VALLEY FIRE AND RESCUE, OR SIXES R F P.D, OR SICHANON WATER CONTROL DISTRICT, OR SKYLINE VIEW DISTRICT IMPROVEMENT COMPANY, OR SLEEPY HOLLOW WATER DISTRICT, OR SMITH DITCH DISTRICT IMPROVEMENT COMPANY, OR SOUTH CLACKAMAS TRANSPORTATION DISTRICT, OR SOUTH COUNTY HEALTH DISTRICT, OR SOUTH FORK WATER BOARD, OR SOUTH GILLIAM COUNTY CEMETERY DISTRICT, OR SOUTH GILLIAM COUNTY HEALTH DISTRICT, OR SOUTH GILLIAM COUNTY R.F.P.D. VI-301, OR SOUTH LAFOURCHE LEVEE DISTRICT, LA SOUTH LANE COUNTY FIRE & RESCUE, OR SOUTH SANTIAM RIVER WATER CONTROL DISTRICT, OR SOUTH SHERMAN FIRE DISTRICT, OR SOUTH SUBURBANSANITARY DISTRICT, OR SOUTH WASCO PARK & RECREATION DISTRICT, OR SOUTHERN COOS HEALTH DISTRICT, OR SOUTHERN CURRY CEMETERY MAINTENANCE DISTRICT, OR SOUT'fMEW IMPROVEMENT DISTRICT, OR SOUTHWEST LINCOLN COUNTY WATER DISTRICT, OR SOUTHWESTERN POLK COUNTY RF.P.D, OR SOUTHWOOD PARK WATER DISTRICT, OR CIAL SPEROAD DISTRICT #1, OR SPECIAL ROAD DISTRICT #S, OR SPRING RIVER SPECIAL ROAD DISTRICT, OR SPRINGFIELD UTILITY BOARD, OR ST PAUL R.F.P D, OR STANFIELD CEMETERY DISTRICT #6, OR STANFEiLD IRRIGATION DISTRICT, OR STARR CREEK ROAD DISTRICT, OR STARWOOD SANITARY DISTRICT, OR STAYTON FIRE DISTRICT, OR SUBLIMITY FIRE DISTRICT, OR SUBURBAN EAST SALEM WATER DISTRICT, OR SUBURBAN LIGHTING DISTRICT, OR SUCCOR CREEK DISTRICT IMPROVEMENT COMPANY, OR SUMMER LAKE IRRIGATION DISTRICT, OR SUMMERVILLE CEMETERY MAINTENANCE DISTRICT, OR SUMNER RF P.D, OR SON MOUNTAIN SPECIAL ROAD DISTRICT, OR SUNDOWN SANITATION DISTRICT, OR SUNFOREST ESTATES SPECIAL ROAD DISTRICT, OR SUNNYSIDE IRRIGATION DISTRICT, OR SUNRISE WATER AUTHORITY, OR SUNRIVER SERVICE DISTRICT, OR SUNSET EMPIRE PARK & RECREATION DISTRICT, OR SUNSET EMPIRE TRANSPORTATION DISTRICT, OR SURFLAND ROAD DISTRICT, OR SUMP IN VALLEY RECREATION DISTRICT, OR SUTHERLIN WATER CONTROL DISTRICT, OR SWALLEY IRRIGATION DISTRICT, OR SWEET HOME CEMETERY MAINTENANCE DISTRICT, OR SWEET HOME FIRE & AMBULANCE DISTRICT, OR SWISSHOME-DEADWOOD R F P D, OR TABLE ROCK DISTRICT IMPROVEMENT COMPANY, OR TALENT IRRIGATION DISTRICT, OR TANGENT R F P D., OR TENMILE RTT D., OR TERREBONNE DOMESTIC WATER DISTRICT, OR THE DALLES IRRIGATION DISTRICT, OR THOMAS CREEK-WESTSIDE R F P.D., OR THREE RIVERS RANCH ROAD DISTRICT, OR THREE SISTERS IRRIGATION DISTRICT, OR TGARD TUALATIN AQUATIC DISTRICT, OR TIGARD WATER DISTRICT, OR TILLAMOOK BAY FLOOD IMPROVEMENT DISTRICT, OR TILLAMOOK COUNTY EMERGENCY COMMUNICATIONS DISTRICT, OR TILLAMOOK COUNTY S W.C.D, OR TILLAMOOK COUNTY TRANSPORTATION DISTRICT, OR TILLAMOOK FIRE DISTRICT, OR TILLAMOOK P U D, OR TILLER R F P D, OR TOBM DITCH DISTRICT IMPROVEMENT COMPANY, OR TOLEDO R.F.P.D., OR TONE WATER DISTRICT, OR TOOLEY WATER DISTRICT, OR TRASK DRAINAGE DISTRICT, OR TRI CITY BE P.D. #4, OR TRI-CITY WATER & SANITARY AUTHORITY, OR TIU COUNTY METROPOLITAN TRANSPORTATION DISTRICT OF OREGON TRIMET, OR TUALATM HILLS PARK & RECREATION DISTRICT TUALATM HILLS PARK & RECREATION DISTRICT, OR TUALATIN S.W.C.D., OR TUALATM VALLEY FIRE & RESCUE TUALATIN VALLEY FIRE & RESCUE, OR TUALATIN VALLEY IRRIGATION DISTRICT, OR TUALATM VALLEY WATER DISTRICT TUALATIN VALLEY WATER DISTRICT, OR TUMALO IRRIGATION DISTRICT, OR TURNER FIRE DISTRICT, OR TWIN ROCKS SANITARY DISTRICT, OR TWO RIVERS NORTH SPECIAL ROAD DISTRICT, OR TWO RIVERS S.W C D, OR TWO RIVERS SPECIAL ROAD DISTRICT, OR TYGH VALLEY RF.P.D, OR TYGH VALLEY WATER DISTRICT, OR UMATILLA COUNTY FIRE DISTRICT #1, OR UMATILLA COUNTY S.W C D., OR UMATII TA COUNTY SPECIAL LIBRARY DISTRICT, OR UMATILLA HOSPITAL DISTRICT, OR UMATILLA R F P.D #7405, OR UMATILLA-MORROW RADIO AND DATA DISTRICT, OR UMPQUA S.W C D, OR Verson lwe28, 2023 WHEELER S. W CD., OR WHITE RIVER HEALTH DISTRICT, OR ATARD MEMORIAL PARK DISTRICT, OR WICKIEP WATER DISTRICT, OR WILLAKENZIE R.F.P.D., OR WILLAMALANE PARK & RECREATION DISTRICT, OR WIL'ANE PARK AND RECREATION DISTRICT WILLAMETTE HUMANE SOCIETY WILLAMETTE RIVER WATER COALITION, OR WILLIAMS RF PD., OR WILLOW CREEK PARK DISTRICT, OR WILLOW DALE WATER DISTRICT, OR WILSON RIVER WATER DISTRICT, OR WINCHESTER BAY RF P D , OR WINCHESTER BAY SANITARY DISTRICT, OR WINCHUCK R FT D, OR WINSTON-DILLARD RX.P.D., OR WINSTON-DILLARD WATER DISTRICT, OR WOLF CREEK RF P D 'OR WOOD RIVER DISTRICT IMPROVEMENT COMPANY, OR WOODBURN R.F.P.D. NO, 6, OR WOODLAND PARK SPECIAL ROAD DISTRICT, OR WOODS ROAD DISTRICT, OR WRIGHT CREEK ROAD WATER IMPROVEMENT DISTRICT, OR WY -EAST FIRE DISTRICT, OR YACHATS R F P D, OR YAMHILL COUNTY TRANSIT AREA, OR ,ME FIRE PROTECTION DISTRICT, OR YAMHILL SWCD, OR YONCALLA PARK & RECREATION DISTRICT, OR YOUNGS RIVER-LEWIS & CLAM WATER DISTRICT, OR ZUM W``�}ALIIT��[[R..IF.P..'D.,$., O�Ryyff�� K-12- CPARISH�CHi/6LBOARE-ACAD TO: BEAVERTON SCHOOL DISTRICT BEND -LA PINE SCHOOL DISTRICT BOGALUSA HIGH SCHOOL, LA BOSSIER PARISH SCHOOL BOARD BROOKING HARBOR SCHOOL DISTRICT CADDO PARISH SCHOOL DISTRICT CALCASIEU PARISH SCHOOL DISTRICT CANBY SCHOOL DISTRICT CANYONVILLE CHRISTIAN ACADEMY CASCADE SCHOOL DISTRICT CASCADES ACADEMY OF CENTRAL OREGON CENTENNIAL SCHOOL DISTRICT CENTRAL CATHOLIC HIGH SCHOOL CBNTRAL POINT SCHOOL DISTRICT NO.6 CENTRAL SCHOOL DISTRICT 13J COOS BAY SCHOOL DISTRICT NO CORVALLIS SCHOOL DISTRICT 509J COUNTY OF YAMHILL SCHOOL DISTRICT 29 CULVER SCHOOL DISTRICT DALLAS SCHOOL DISTRICT NO 2 DAVID DOUGLAS SCHOOL DISTRICT DAYTON SCHOOL DISTRICT NO.8 DE LA SALLE N CATHOLIC IS DESCHUTES COUNTY SCHOOL DISTRICT NO 6 DOUGLAS EDUCATIONAL DISTRICT SERVICE DUPER SCHOOL DISTRICT NO.29 EAST BATON ROUGE PARISH SCHOOL DISTRICT ESTACADA SCHOOL DISTRICT NO.10B FOREST GROVE SCHOOL DISTRICT Version Jwe 28, 2023 UNION CEMETERY MAINTENANCE DISTRICT, OR UNION COUNTY SOLID WASTE DISPOSAL DISTRICT, OR UNION COUNTY VECTOR CONTROL DISTRICT, OR UNION GAP SANITARY DISTRICT, OR UNION GAP WATER DISTRICT, OR UNION HEALTH DISTRICT, OR UNIONRFPD,OR UNION S.W C D., OR UNITY COMMUNITY PARK & RECREATION DISTRICT, OR UPPER CLEVELAND RAPIDS ROAD DISTRICT, OR UPPER MCKENZIE RF.P D, OR UPPER WILLAMETTE S. W C D, OR VALE OREGON IRRIGATION DISTRICT, OR VALE RURAL FIRE PROTECTION DISTRICT, OR VALLEY ACRES SPECIAL ROAD DISTRICT, OR VALLEY VIEW CEMETERY MAINTENANCE DISTRICT, OR VALLEY VIEW WATER DISTRICT, OR VANDEVERT ACRES SPECIAL ROAD DISTRICT, OR VERNONIA RF.P.D, OR VINEYARD MOUNTAIN PARK & RECREATION DISTRICT, OR VINEYARD MOUNTAIN SPECIAL ROAD DISTRICT, OR WALLA WALLA RIVER IRRIGATION DISTRICT, OR WALLOWA COUNTY HEALTH CARE DISTRICT, OR WALLOWA LAKE COUNTY SERVICE DISTRICT, OR WALLOWA LAKE IRRIGATION DISTRICT, OR WALLOWA LAKE R F P.D., OR WALLOWA S W C D , OR WALLOWA VALLEY IMPROVEMENT DISTRICT #1, OR WAMICRFPD.,OR WAMIC WATER & SANITARY AUTHORITY, OR WARMSPRINGS IRRIGATION DISTRICT, OR WASCO COUNTY S W.C.D, OR WATER ENVIRONMENT SERVICES, OR WATER WONDERLAND IMPROVEMENT DISTRICT, OR WATERBURY & ALLEN DITCH IMPROVEMENT DISTRICT, OR WATSECO-BARVIEW WATER DISTRICT, OR WAUNA WATER DISTRICT, OR WEDDERBURN SANITARY DISTRICT, OR WEST EAGLE VALLEY WATER CONTROL DISTRICT, OR WEST EXTENSION IRRIGATION DISTRICT, OR WEST LABISH DRAINAGE & WATER CONTROL IMPROVEMENT DISTRICT, OR WEST MULTNOMAH S.WCD., OR WEST SIDE R.F.P.D., OR WEST SLOPE WATER DISTRICT, OR WEST UMATILLA MOSQUITO CONTROL DISTRICT, OR WEST VALLEY FIRE DISTRICT, OR WESTERN HEIGHTS SPECIAL ROAD DISTRICT, OR WESTERN LANE AMBULANCE DISTRICT, OR WESTLAND IRRIGATION DISTRICT, OR WESTON ATHENA MEMORIAL HALL PARK & RECREATION DISTRICT, OR WESTON CEMETERY DISTRICT #2, OR WESTPORT FIRE AND RESCUE, OR WE MIDGE WATER SUPPLY CORPORATION, OR WESTWOOD HILLS ROAD DISTRICT, OR WESTWOOD VILLAGE ROAD DISTRICT, OR GE ROE MIDDLE SCHOOL GLADSTONE SCHOOL DISTRICT GRANTS PASS SCHOOL DISTRICT 7 GREATER ALBANY PUBLIC SCHOOL DISTRICT GRESHAM BARLOW JOINT SCHOOL DISTRICT HEAD START OF LANE COUNTY HIGH DESERT EDUCATION SERVICE DISTRICT HI.LSBORO SCHOOL DISTRICT HOOD RIVER COUNTY SCHOOL DISTRICT JACKSON CO SCHOOL DIST NO.9 JEFFERSON COUNTY SCHOOL DISTRICT 5W-J IEFFERSON PARISH SCHOOL DISTRICT JEFFERSON SCHOOL DISTRICT JUNCTION CITY SCHOOLS, OR KLAMATH COUNTY SCHOOL DISTRICT KLAMATH PALLS CITY SCHOOLS LAFAYETTE PARISH SCHOOL DISTRICT LAKE OS WEGO SCHOOL DISTRICT W LANE COUNTY SCHOOL DISTRICT 41 LMCOLN COUNTY SCHOOL DISTRICT LINN CO. SCHOOL DIST 95C LIVINGSTON PARISH SCHOOL DISTRICT LOST RIVER 1RSR HIGH SCHOOL LOWELL SCHOOL DISTRICT N0.71 SALEM-KEIZERPUBLIC SCHOOLS NJ MA ON COUNTY SCHOOL DISTRICT 103 MARIST HIGH SCHOOL, OR MCMMNVILLE SCHOOL DISTRICT NOAO MEDFORD SCHOOL DISTRICT 549C MITCH CHARTER SCHOOL MONROE SCHOOL DISTRICT NO.IJ MORROW COUNTY SCHOOL DIST, OR MULTNOMAH EDUCATION SERVICE DISTRICT MULTISENSORY LEARNING ACADEMY MYRTLE PINT SCHOOL DISTRICT 41 NEAH-KA "DISTRICT NO 56 NEWBERG PUBLIC SCHOOLS NESTUCCA VALLEY SCHOOL DISTRICT NO 101 NOBEL LEARNING COMMUNITIES NORTH BEND SCHOOL DISTRICT 13 NORTH CLACKAMAS SCHOOL DISTRICT NORTH DOUGLAS SCHOOL DISTRICT NORTH WASCO CITY SCHOOL DISTRICT 21 NORTHWEST REGIONAL EDUCATION SERVICE DISTRICT ONTARIO MIDDLE SCHOOL OREGON TRAIT. SCHOOL DISTRICT NOA6 ORLEANS PARISH SCHOOL DISTRICT PHOENIX -TALENT SCHOOL DISTRICT NOA PLEASANT HILL SCHOOL DISTRICT PORTLAND JEWISH ACADEMY FOR LAND PUBLIC SCHOOLS RAPIDF.S PARISH SCHOOL DISTRICT REDMOND SCHOOL DISTRICT REYNOLDS SCHOOL DISTRICT ROGUE RIVER SCHOOL DISTRICT ROSEBURG PUBLIC SCHOOLS SCAPPOOSE SCHOOL DISTRICT U SAINT TAMMANY PARISH SCHOOL BOARD, LA SEASIDE SCHOOL DISTRICT 10 SHERWOOD SCHOOL DISTRICT 88J SILVER FALLS SCHOOL DISTRICT 4J SOUTH LANE SCHOOL DISTRICT 4513 SOUTHERN OREGON EDUCATION SERVICE DISTRICT SPRINGFIELD PUBLIC SCHOOLS SUTHERLIN SCHOOL DISTRICT SWEET HOME SCHOOL DISTRICT NO.55 TEARERON IE PARISH SCHOOL DISTRICT THE CATLINGABELSCHOOL TIGARD-TUALATIN SCHOOL DISTRICT UMATILLA MORROW ESD WESILINN WILSONVILLE SCHOOLDISTRICT WD.LAMETTE EDUCATION SERVICE DISTRICT WOODBURN SCHOOL DISTRICT YONCALLA SCHOOL DISTRICT ACADEMY FOR MATH ENGINEERING & SCIENCE (AMES), UT ALIANZA ACADEMY, UT ALPINE DISTRICT, UT AMERICAN LEADERSHIP ACADEMY, UT AMERICAN PREPARATORY ACADEMY, UT BAER CANYON HIGH SCHOOL FOR SPORTS & MEDICAL SCIENCES, UT BEAR RIVER CHARTER SCHOOL, UT BEAVER SCHOOL DISTRICT, UT BEEHIVE SCIENCE & TECHNOLOGY ACADEMY (BETA), UT BOX ELDER SCHOOL DISTRICT, UT CBA CENTER, UT CACHE SCHOOL DISTRICT, UT CANYON RIM ACADEMY, UT CANYONS DISTRICT, UT CARBON SCHOOL DISTRICT, UT CHANNING HALL, UT CHAR TER SCHOOL LEWIS ACADEMY, UT CITY ACADEMY, UT DAGGETT SCHOOL DISTRICT, UT DAVINCI ACADEMY, UT DAMS DISTRICT, UT DUAL IMMERSION ACADEMY, UT DUCHESNE SCHOOL DISTRICT, UT EARLY LIGHT ACADEMY AT DAYBREAK, UT EAST HOLLYWOOD HIGH, UT EDITH BOWEN LABORATORY SCHOOL, UT EMERSON'COTT ACADEMY, UT EMERY SCHOOL DISTRICT, UT ENTHEOS ACADEMY, UT EXCELSIOR ACADEMY, UT FAST FORWARD HIGH, UT FREEDOM ACADEMY, UT GARFIELD SCHOOL DISTRICT, UT GATEWAY PREPARATORY ACADEMY, UT GEORGE WASHINGTON ACADEMY, UT GOOD FOUNDATION ACADEMY, UT GRAND SCHOOL DISTRICT, UT GRANITE DISTRICT, UT GUADALUPE SCHOOL, UT HAWTHORN ACADEMY, UT INTECH COLLEGIATE HIGH SCHOOL, UT IRON SCHOOL DISTRICT, UT I I MMS EARLY COLLEGE HIGH, UT JEHN HANCGUK CHARTER SCHOEL,UT JORDAN DISTRICT, UT NAB SCHOOL DISTRICT, UT KANE SCHOOL DISTRICT, UT KARL G MAESER PREPARATORY ACADEMY, UT 11 ACADEMY, UT LEGACY PREPARATORY ACADEMY, UT LIBERTY ACADEMY, UT LINCOLN ACADEMY, UT LOGAN SCHOOL DISTRICT, UT MARIA MONTESSORI ACADEMY, UT MERR COLLEGEPREPARATORYACADEMY,UT Vere�on lwe 28,2023 WALDEN SCHOOL OF LIBERAL ARTS, UT WASATCH PEAK ACADEMY, UT WASATCH SCHOOL DISTRICT, UT WASHINGTON SCHOOL DISTRICT, UT WAYNE SCHOOL DISTRICT, UT WEBER SCHOOL DISTRICT, UT WEILENIvNNN SCHOOL OF DISCOVERY, UT HIl_HFR RBIICATIEN ARGOSY UNIVERSITY BATON ROUGE COMMUNITY COLLEGE, LA BIRTHINGWAY COLLEGE OF MIDWIFERY BLUE MOUNTAIN COMMUNITY COLLEGE BRIGRAM YOUNG UNIVERSITY -HAWAII CENTRAL OREGON COMMUNITY COLLEGE CENTENARY COLLEGE OF LOUISIANA CHEMEKETA COMMUNITY COLLEGE CLACKAMAS COMMUNITY COLLEGE COLLEGE OF THE MARSHALL ISLANDS COLUMBGI GORGE COMMUNITY COLLEGE CONCORDIA UNIVERSITY GEORGE FOX UNIVERSITY KLAMATH COMMUNITY COLLEGE DISTRICT LANE COMMUNITY COLLEGE LBW IS AND CLAIM COLLEGE LINFIELD COLLEGE LIMN-BENTON COMMUNITY COLLEGE LOUISIANA COLLEGE, LA LOUISWJA STATE ONIVEESITY LOUISIANA STATE UNIVERSITY HEALTH SERVICES MARYLHURST UNIVERSITY MT HOOD COMMUNITY COLLEGE MULTNOMAH BIBLE COLLEGE NATIONAL COLLEGE OF NATURAL MEDICINE NORTHWEST CHRISTIAN COLLEGE OREGON HEALTH AND SCIENCE UNIVERSITY EREGON INSTITUTE OF TECHNOLOGY EREGON STATE UNIVERSITY OREGON UNIVERSITY SYSTEM PACIFIC UNIVERSITY PIONEER PACIFIC COLLEGE PORTLAND COMMUNITY COLLEGE PORTLAND STATE UNIVERSITY REED COLLEGE RESEARCH CORPORATION OF THE UNIVERSITY OF HAWAII ROGUE COMMUNITY COLLEGE SOUTHEASTERN LOUISIANA UNIVERSITY SOUTHERN OREGON UNIVERSITY (OREGON UNIVERSITY SYSTEM) SOUTHWESTERN OREGON COMMUNITY COLLEGE TULANE UNIVERSITY TILLAMOOK BAY COMMUNITY COLLEGE UMPQUA COMMUNITY COLLEGE UNIVERSITY OF HAWAII BOARD OF REGENTS UNIVERSITY OF HAWAII-HONOLULU COMMUNITY COLLEGE UNIVERSITY OF OREGON-GRADUATE SCHOOL UNIVERSITY OF PORTLAND UNIVERSITY OF NEW ORLEANS WESTERN OREGON UNIVERSITY WESTERN STATES CHIROPRACTIC COLLEGE WILLAMETTEUNIVERSITY XAVIER UNIVERSITY UTAH SYSTEM OF HIGHER EDUCATION, UT UNIVERSITY OF UTAH, UT UTAH STATE UNIVERSITY, UT VersFan Iwe 28, 2023 MILLARD SCHOOL DISTRICT, UT MOAB CHARTER SCHOOL, UT MONTICELLO ACADEMY, UT MORGAN SCHOOL DISTRICT, UT MOUNTAINVILLE ACADEMY, UT MURRAY SCHOOL DISTRICT, UT NAVIGATOR POINTE ACADEMY, UT NEBO SCHOOL DISTRICT, UT NO UT ACAD FOR MATH ENGINEERING & SCIENCE (NUAMES), UT NOAH WEBSTER ACADEMY, UT NORTH DAVIS PREPARATORY ACADEMY, UT NORTH SANPETE SCHOOL DISTRICT, UT NORTH STAR ACADEMY, UT NORTH SUMMIT SCHOOL DISTRICT, UT ODYSSEY CHARTER SCHOOL, UT OGDEN PREPARATORY ACADEMY, UT OGDEN SCHOOL DISTRICT, UT OPEN CLASSROOM, UT OPEN HIGH SCHOOL OF UTAH, UT OQUIRRH MOUNTAIN CHARTER SCHOOL, UT PARADIGM HIGH SCHOOL, UT PARK CITY SCHOOL DISTRICT, UT PINNACLE CANYON ACADEMY, UT FILM SCHOOL DISTRICT, UT PROVIDENCE HALL, UT PROVE SCHOOL DISTRICT, UT QUAIL RUN PRIMARY SCHOOL, UT QUEST ACADEMY, UT RANCHES ACADEMY, UT REAGAN ACADEMY, UT RENAISSANCE ACADEMY, UT RICH SCHOOL DISTRICT, UT ROCKWELL CHARTER HIGH SCHOOL, UT SALT LAKE ARTS ACADEMY, UT SALT LAKE CENTER FOR SCIENCE EDUCATION, UT SALT LAKE SCHOOL DISTRICT, UT SALT LAKE SCHOOL FOR THE PERFORMING ARTS, UT SAN JUAN SCHOOL DISTRICT, UT SEVIER SCHOOL DISTRICT, UT SOLDIER HOLLOW CHARTER SCHOOL, UT SOUTH SANPETE SCHOOL DISTRICT, UT SOUTH SUMMIT SCHOOL DISTRICT, UT SPECTRUM ACADEMY, UT SUCCESS ACADEMY, UT SUCCESS SCHOOL, UT SUMMITACADEMY, UT SUMMIT ACADEMY HIGH SCHOOL, UT SYRACUSE ARTS ACADEMY, UT THOMAS EDISON-NORTH, UT TIMPANOGOS ACADEMY, UT TINTIC SCHOOL DISTRICT, UT TOOELE SCHOOL DISTRICT, UT TUACAHN HIGH SCHOOL FOR THE PERFORMING ARTS, UT UINTAH RIVER HIGH, UT UINTAH SCHOOL DISTRICT, UT UTAH CONNECTIONS ACADEMY, UT UTAH COUNTY ACADEMY OF SCIENCE, UT UTAH ELECTRONIC HIGH SCHOOL, UT UTAH SCHOOLS FOR DEAF & BLIND, UT UTAH STATE OFFICE OF EDUCATION, UT UTAH VIRTUAL ACADEMY, UT VENTURE ACADEMY, UT VISTA AT ENTRADA SCHOOL OF PERFORMING ARTS AND TECHNOLOGY, UT WEBER STATE UNIVERSITY, UT SOUTHERN UTAH UNIVERSITY, UT SNOW COLLEGE, UT DIXIE STATE COLLEGE, UT COLLEGE OF EASTERN UTAH, UT UTAH VALLEY UNIVERSITY, UT SALT LAKE COMMUNITY COLLEGE, UT UTAH COLLEGE OF APPLIED TECHNOLOGY. UT STATE AGENCIES ADMIN SERVICES OFFICE BOARD OF MEDICAL EXAMINERS HAWAII CHILD SUPPORT ENFORCEMENT AGENCY HAWAII DEPARTMENT OF TRANSPORTATION HAWAII HEALTH SYSTEMS CORPORATION OFFICE OF MEDICAL ASSISTANCE PROGRAMS OFFICE OF THE STATE TREASURER OREGON BOARD OF ARCHITECTS OREGON CHILD DEVELOPMENT COALITION EREGON DEPARTMENT OF EDUCATION OREGON DEPARTMENT OF FORESTRY OREGON DEPT OF TRANSPORTATION OREGON DEPT OF EDUCATION OREGON LOTTERY OREGON OFFICE OF ENERGY OREGON STATE BOARD OF NURSING OREGON STATE DEPT OF CORRECTIONS OREGON STATE POLICE OREGON TOURISM COMMISSION OREGON TRAVEL INFORMATION COUNCIL SANTIAM CANYON COMMUNICATION CENTER SEW LOCAL 503, OPEC SOH- JUDICIARY CONTRACTS AND PERCH STATE DEPARTMENT OF DEFENSE, STATE OF HAWAH STATE OF HAWAII STATE OF HAWAII, DEPT OF EDUCATION STATE OF LOUISIANA STATE OF LOUISIANA DEPT. OF EDUCATION STATE OF LOUISIANA, 26T. JUDICIAL DISTRICT ATTORNEY STATE OF UTAH FEDERAL TRANSIT ADMINISTRATION TERMS, CONDITIONS, AND CERTIFICATIONS FEDERAL TRANSIT ADMINISTRATION TERMS, CONDITIONS AND CERTIFICATIONS Requirements/Conditions For All FTA Assisted Contracts: Federal Disclaimer to Third Parties Program Fraud and False or Fraudulent Statements and Related Acts Access to Third Party Contract Records Prohibitions Against Exclusionary or Discriminatory Specifications Changes to Federal Requirements Termination Provisons (Contracts exceeding $10,000) Civil Rights Requirements Requirements for Disadvantaged Business Enterprises (DBEs) Incorporation of FTA Terms Requirements for Contracts Exceeding $25,000 Threshold: Debarment and Suspension Requirements Requirements for Contracts Exceeding Small Purchase Threshold ($100,000): Report, record retention, and access provisions Buy America requirements Provisions For Resolution Of Disputes, Breaches, Defaults Or Other Litigation Lobbying Requirements Bonding Requirements for Construction Activities; (may be imposed for nonconstruction activities) Clean Water Requirements Clean Air Requirements Cargo Preference Acquisition of Property Shipped by Ocean Vessel Acquisition of Property Shipped by Air (Fly America) Construction Activities: Equal Employment Opportunity (Except for supplies/raw materials) Construction Employee Protection Requirements: (except for contracts < $2,000, or for supplies/raw materials) Davis Bacon Act (for contracts exceeding $2,000) Contract Work Hours & Safety Standards Act (contracts exceeding $100,000) Copeland Anti -Kickback Act (for all construction contracts) Siesmic Safety (for new buildings/additions only) Non Construction Activities Non Construction Employee Protection Requirements (Except for supplies/raw materials) (for all turnkey, rolling stock and operiational contracts (excluding transportation services) in excess of $100,000 Transit Operations Transit Employee Protective Arrangements Charter Service Operation School Bus Operations Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations Planning, Research, Development and Demonstration Projects Patent Rights Requirements Rights in data and copyrights requirements Turnkey and Other Acquisitions Made by a Third Party Contractor Assuming the Role of Sun Tran Bus Testing Pre -Award and Post -Delivery Audit Requirements Miscellaneous Special Requirements Environmental Protection Energy Conservation Requirements Metric System Requirements National ITS Architecture Requirements for Recycled Products (for items designated by EPA) Seat Belt Use Text Messaging While Driving Federal Davis -Bacon Wage Rates (If Applicable) Certifications Buy America Transit Vehicle Manufacturer's DBE Certification Lobbying Bus Testing Requirements Protest Procedures For Federal Transit Administration Funded Projects Sun Tran Protest Procedures For Federal Transit Administration (FTA) Funded Projects Requirements/Conditions For All FTA Assisted Contracts This Contract is Subject to Federal Financial AssistancelApplication of Provisions and Clauses This contract is funded in part by grants from the Federal Transit Administration (FTA) of the United States Department of Transportation. The award of any contract is subject to the requirements of financial assistance contracts between Sun Tran and the U.S. Department of Transportation. The Contractor is required to comply with all terms and conditions prescribed for third -parry contracts by the U.S. Department of Transportation, Federal Transit Administration (FTA). If FTA requires any change to this Contract to comply with its requirements, both parties agree to amend the Contract as required by FTA. If such changes cause an increase or decrease in the work to be performed by the Contractor or the time for such performance, then the compensation to be paid the Contractor and time of performance shall be equitably adjusted. The required contract clauses, which are identified below as applicable to this solicitation, will be incorporated by reference in any contract resulting from this solicitation issued by Sun Tran. These solicitation provisions and required contract clauses are in addition to other General Specifications, Special and Technical Specifications, Bidding or Proposal Procedures, and Bid or Proposal Forms set forth in other sections of this solicitation which may also be incorporated by reference in any resulting contract. If there is any discrepancy in the language between this document and the General Specifications, Special and Technical Specifications, Bidding or Proposal Procedures and Bid or Proposal Forms set forth in other sections of this solicitation, the stricter of two shall govern. Some provisions and clauses require the bidder/proposer to execute and submit certain required certifcations with the bid or proposal, which are included herein Failure to execute and submit required certifications with the bid or proposal documents may render a bid or proposal non -responsive. Federal Disclaimer to Third Parties 1. The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Govemment is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. 2. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. Program Fraud and False or Fraudulent Statements and Related Acts - 31 U.S.C. § 3801 at seq., 49 CFR Part 31, 18 U.S.C. § 1001, 49 U.S.C. 5307 1. The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 at seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, It makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that If it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. 2. The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Fedeml Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U S.0 § 5307, the Government reserves the right to impose the penalties of 18 U.S C. § 1001 and 49 U S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. 3. The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. Access to Third Party Contract Records (Form FTA Master Agreement MA (18) dated October 1, 2011) All contractore and third party subcontractors at each tier to provide to the U.S. Secretary of Transportation and the Comptroller General of the United States or their duly authoril representatives, access to all third party contract records as required by 49 U.S.C. § 5325(g). All contractors further agree to require its third party contractors and third party subcontractors, at each tier, to provide sufficient access to third party procurement records as needed for compliance with Federal laws and regulations or to assure proper Project management as determined by FTA. Prohibitions Against Exclusionary or Discriminatory Specifications —49 U.S.C. § 5323(h)(2) 1. Apart from inconsistent requirements imposed by Federal laws or regulations, Sun Tran agrees that it will comply with 49 U.S.C. § 5325 (h) by not expending or otherwise using any Federal assistance FTA has made available for the Project to support a procurement using exclusionary or discriminatory specifications. Changes to Federal Requirements - 49 CFR Part 18 1 Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Agreement (Form FTA MA (18) dated October, 2011 between Sun Tran and FTA), as they may be amended or promulgated from time to time during the term of this contract. Contractors failure to so comply shall constitute a material breach of this contract. All standards or limits set forth in this Contract to be observed in the performance of the work are minimum requirements, unless modified by the FTA. Termination Provisions - 49 U.S.C.Part 18, FTA Circular 4220.1F 1. Termination for Convenience (General Provision): Sun Tran may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Govemmenfs best interest. The Contractor shall be paid its costs, including contract closeout costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to Sun Tran to be paid the Contractor If the Contractor has any property in its possession belonging to Sun Tran, the Contractor will account for the same, and dispose of it in the manner Sun Tran directs. 2. Termination for Default [Breach or Cause] (General Provision): If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, Sun Train may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in tlefault. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by Sun Train that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, Sun Tran, after setting up new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a tenmmation for convenience. 3. Opportunity to Cure (General Provision): Sun Tran in its sole discretion may, in the was of a termination for breach or default, allow the Contractor to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to Sun Tran's satisfaction the breach or default or any of the terms, covenants, or conditions of this Contract after receipt of written notice from Sun Tran setting forth the nature of said breach or default, Sun Tran shall have the fight to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude Sun Train from also pursuing all available remedies against Contractor and its sureties for said breach or default 4. Waiver of Remedies for any Breach: In the event that Sun Tmn elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by Sun Tmn shall not limit Sun Tran's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. 5. Termination for Convenience (Professional or Transit Service Contracts): Sun Than, by written notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, Sun Tran shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. 6. Termination for Default (Supplies and Service): If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, Sun Tran may terminate this contract for default Sun Tran shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of Sun Than. 7. Termination for Default (Transportation Services): If the Contractor fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, Sun Tran may terminate this contract for default Sun Tran shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract If this contract is terminated while the Contractor has possession of Recipient goods, the Contractor shall, upon direction of Sun Than, protect and preserve the goods until surrendered to Sun Tmn or its agent. The Contractor and Sun Tmn shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of Sun Than. 8. Termination for Default (Construction): If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or If the Contractor fails to comply with any other provisions of this contract, Sun Tran may terminate this contract for default. Sun Train shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, Sun Than may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to Sun Tran resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractors right to proceed with the work is terminated. This liability includes any increased costs incurred by Sun Than in completing the work. The Contractors right to proceed shall not be terminated nor the Contractor charged with damages under this clause if - a. the delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of Sun Tran, acts of another Contractor in the performance of a contract with Sun Tmn, epidemics, quarantine restrictions, strikes, freight embargoes; and It. the contractor, within ten [10] days from the beginning of any delay, notifies Sun Than in writing of the causes of delay. If in the judgment of Sun Tran, the delay is excusable, the time for completing the work shall be extended. The judgment of Sun Tran shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. If, after termination of the Contractors right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of Sun Tmn. 9. Termination for Convenience or Default (Architect and Engineering): Sun Tmn may terminate this contract in whole or in part, for Sun Tran's convenience or because of the failure of the Contractor to fulfill the contract obligations. Sun Tran shall terminate by delivering to the Contractor a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. If the termination is for the convenience of Sun Tran, the Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of the Contractor to fulfill the contract obligations, Sun Tran may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by Sun Tmn. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of Sun Tmn. 10. Termination for Convenience or Default (Cost -Type Contracts): Sun Tran may terminate this contract, or any portion of it, by serving a notice or termination on the Contractor. The notice shall state whether the termination is for convenience of Sun Tran or for the default of the Contractor. If the termination is for default, the notice shall state the manner in which the contractor has failed to perform the requirements of the contract The Contractor shall account for any property in its possession paid for from funds received from Sun Tran, or property supplied to the Contractor by Sun Tran. If the termination is for default, Sun Tran may fix the fee, if the contract provides for a fee, to be paid the contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to Sun Tran and the parties shall negotiate the termination settlement to be paid the Contractor. If the termination is for the convenience of Sun Tran, the Contractor shall be paid its contract close-out costs, and a fee, If the contract provided for payment of a fee, in proportion to the work performed up to the time of termination. If, after serving a notice of termination for default, Sun Than determines that the Contractor has an excusable reason for not performing, such as strike, fire, Flood, events which are not the fault of and are beyond the control of the contractor, Sun Than, after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. Civil Rights Requirements .29 U.S.C. § 623, 42 U.S.C. § 2000, 42 U.S.C. § 6102, 42 U.S.C. § 12112, 42 U.S.C. § 12132, 49 U.S.C. § 5332, 29 CFR Part 1630, 41 CFR Parts 60 at seq 1. Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. 2. Equal Employment Opportunity -The following equal employment opportunity requirements apply to the underlying contract: a. Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,"41 C.F.R. Parts 60 at seq ., (which implement Executive Order No. 11246, "Equal Employment Opportunity,' as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or temrinalion; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. b. Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. c. Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 3. The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. Requirements for Disadvantaged Business Enterprises (DBE's) - 49 CFR Part 26 1. The Federal Fiscal Year goal has been set by Sun Tran in an attempt to match protected procurements with available qualified disadvantaged businesses. Sun Tran goals for budgeted service contracts, bus parts, and other material and supplies for Disadvantaged Business Enterprises have been established by Sun Tran as set forth by the Department of Transportation Regulations 49 C.F.R. Part 26, March 31, 1980, and amended by Section 106(c) of the Surface Transportation Assistance Act of 1987, and is considered pertinent to any contract resulting from this request for proposal. If a specific DBE goal is assigned to this contract, it will be clearly stated in the Legal Documents and Specifications, and if the contractor is found to have failed to exert sufficient, reasonable, and good faith efforts to involve DBE's in the work provided, Sun Tran may declare the Contractor noncompliant and in breach of contract. Its goal is not stated in the Special Specfcetions, it will be understood that no specific goal is assigned to this contract. a. Policy - It is the policy of the Department of Transportation and Sun Tran that Disadvantaged Business Enterprises, as defined in 49 CFR Part 26, and as amended in Section 106(c) of the Surface Transportation and Uniform Relocation Assistance Act of 1987, shall have the maximum opportunity to participate in the performance of Contract financed in whole or in part with federal funds underthis Agreement. Consequently, the DBE requirements of 49 CFR Part 26 and Section 106(c) of the STURAA of 1987, apply to this Contract. The Contractor agrees to ensure that DBEs as defined in 49 CFR Part 26 and Section 106(c) of the STURAA of 1987 have the maximum opportunity to participate in the whole or in part with federal funds provided under this Agreement. In this regard, the Contractor shall take all necessary and reasonable steps in accordance with the regulations to ensure that DBEs have the maximum opportunity to compete for and perform subcontracts. The Contractor shall not discriminate on the basis of race, color, national origin, religion, sex, age or physical handicap in the award and perfonnanceofsubcontracts. Failure by the contractorto carry out these requirements is a material breach of this contract, which may result in the termination of this contract or any such other remedy as the recipient deems appropriate. It is further the policy of Sun Tran to promote the development and increase the participation of businesses owned and controlled by disadvantaged. DBE involvement in all phases of Sun Tran procurement activities are encouraged. b. DBE obligation - The Contractor and its subcontractors agree to ensure that disadvantaged businesses have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with federal funds provided under the Agreement. In that regard, all Contractors and subcontractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 26 as amended, to ensure that minority business enterprises have the maximum opportunity to compete for and perform contracts. G. Where the Contractor is found to have failed to exert sufficient reasonable and good faith efforts to involve DBE's in the work provided, Sun Tran may declare the contractor noncompliant and in breach of contract. d. The Contractor will keep records and documents for a reasonable time following performance of this contract to indicate compliance with Sun Tran DBE program. These records and documents will be made available at reasonable limes and places for inspection by any authorized representative of Sun Tran and will be submitted to Sun Tran upon request. e. Sun Tran will provide affirmative assistance as may be reasonable and necessary to assist the prime contractor in implementing their programs for DBE participation. The assistance may include the following upon request: * Identification of qualified DBE * Available listing of Minority Assistance Agencies * Holding bid conferences to emphasize requirements 2. DBE Program Definitions, as used in the contract: a. Disadvantaged business "means a small business concem": i. Which is at least 51 percent owned by one or more socially and economically disadvantaged individuals, or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more socially and economically disadvantaged individuals; and I. Whose management and daily business operations are controlled by one or more of the socially and economically disadvantaged individuals who own it. or iii. Which is at least 51 percent owned by one or more women individuals, or in the case of any publicly owned business, at least 51 % of the stock of which is owned by one or more women individuals; and iv. Whose management and daily business operations are controlled by one or more women individuals who own it. b. "Small business concern" means a small business as defined by Section 3 of the Small Business Act and Appendix B - (Section 106(c)) Determinations of Business Size. C. "Socially and economically disadvantaged individuals" means those individuals who are citizens of the United States (or lawfully admitted permanent residents and who are black Americans, Hispanic Americans, Native Americans, Asian -Pacific Americans, Asian -Indian Americans, or women, and any other minorities or individuals found to be disadvantaged bythe Small Business Administration pursuant to section 8(a) of the Small Business Act. i. "Black Americans", which includes persons having origins in any of the Black racial groups of Africa; ii. "Hispanic Americans", which includes persons of Mexican, Puerto Rican, Cuba, Central or South American, or other Spanish or Portuguese culture or origin, regardless of race; iii. "Native Americans", which includes persons who are American Indians, Eskimos, Aleuts, or Native Hawaiians; iv. "Asian -Pacific Americans", which includes persons whose origins are from Japan, China, Taiwan, Korea, Vietnam, Laos, Cambodia, the Philippines, Samoa, Guam, the U.S. Trust Territories of Pacific, and the Northern Marianas; v. "Asian -Indian Americans", which includes persons whose origins are from India, Pakistan, and Bangladesh. 3. Prime contractors are required to pay subcontractors for satisfactory performance of their contracts no later than 30 days from receipt of each payment made by Sun Tran to the prime contractor. If applicable, the Prime contractor is to pay all retainage owed to the DBE subcontractor within 30 days of satisfactory completion of the contracted work. For the purposes of this section, a subcontractor's work is satisfactorily completed when all the tasks called for in the subcontract have been accomplished and documented by the prime contractor as required by Sun Tran. Sun Tran will continue to hold full retainage as provided for under the Arizona Revised Statutes. Prime contractors must provide notice to DBE firms that complaints of violations of the prompt payment provision may be submitted in writing to Sun Tran Office of Equal Opportunity Programs Director, 201 N. Stone Ave., 3" Floor NW, Tucson Arizona 85701. The complaint shall set forth the facts and identify the prime contractor and the project. Incorporation Of Federal Transit Administration (FTA) Terms - FTA Circular 4220.11F Incorporation of Federal Transit Administration (FTA) Terms -The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, are hereby incorporated by reference Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any of Sun Tran's requests which would cause Sun Tran to be in violation of the FTA terms and conditions. Requirements for Contracts Exceeding $25,000 Debarment and Suspension Requirements - 49 CFR Part 29, Executive Order 12549 Debarment, Suspension, and Other Responsibility Matters - (Third Party Contracts over $25,000) The Recipient agrees to comply, and assures the compliance of each subrecipient, lessee, third party contractor, or other participant at any tier of the Project, with Executive Orders Nos. 12549 and 12689, "Debarment and Suspension," 31 U.S.C. § 6101 note, and U.S. DOT regulations, "Nonprocurement Suspension and Debarment," 2 C.F.R. Part 1200, which adopts and supplements the provisions of U.S. Office of Management ETA Master Agreement MA(16), 10-1- 2009 17 and Budget (U.S. OMB) "Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement)," 2 C.F.R. Part 180. The Recipient agrees to, and assures that its subrecipients, lessees, third party contractors, and other participants at any tier of the Project will, review the "Excluded Parties Listing System" at http://evis.gov/before entering into any subagreement, lease, third party contract, or other arrangement in connection with the Project. Requirements for Contracts Exceeding $100,000 Access To Records And Reports - 49 U.S.C. 5325,18 CFR 18.36 (i), 49 CFR 633.17 Record Retention During the course of the Project and for three years thereafter from the date of transmission of the final expenditure report, the Recipient agrees to maintain intact and readily accessible all data, documents, reports, records, subagreements, leases, third party contracts, and supporting materials related to the Project as the Federal Government may require. Access to Records of Recipients and Subrecipients The Recipient agrees to permit, and require its subrecipients to permit, the U.S. Secretary of Transportation, the Comptroller General of the United States, and, to the extent appropriate, the State, ortheir authorized representatives, upon their request to inspect all Project work, materials, payrolls, and other data, and to audit the books, records, and accounts of the Recipient and its subrecipients pertaining to the Project, as required by 49 U.S.C. § 5325(g), 18 CFR 18 36(1), 49 CFR 633.17 Buy America Requirements -49 U.S.C. 53230), 49 CFR Part 661 Buy America Provision: Steel and Manufactured Products Other than Buses, Rolling Stock and Associated Equipment The contractor agrees to comply with 49 U.S.C. 53230) and 49 CFR Part 661, which provide that Federal funds may not be obligated unless steel, non, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 CFR 661.7, and include final assembly in the United States for 15 passenger vans and 15 passenger wagons produced by Chrysler Corpomfion, microcomputer equipment, software, and small purchases (currently less than $100,000) made with capital, operating, or planning funds. Separate requirements for rolling stock are set out at 53230)(2)(C) and 49 CFR 661.11. Rolling stock not subject to a general waiver must be manufactured in the United States and have a 60 percent domestic content A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification (see Certification section) with all bids on FTA-funded contracts, of $100,000 and above, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. This requirement does not apply to lower tier subcontractors Provisions For Resolution Of Disputes, Breaches, Defaults Or Other Litigation -49 CFR Part 18, FTA Circular 4220.1 F Disputes Disputes allsing in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of Sun Tran. This decision shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the authorized representative of Sun Tmn. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the authorized representative of Sun Tmn shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute Unless otherwise directed by Sun Tram, Contractor shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other parry within a reasonable time after the first observance of such injury of damage. Remedies Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between Sun Tran and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which Sun Tran is located. Rights and Remedies The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be n addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by Sun Tmn, Architect or Contractor shall constitute a waiver of any fight or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. Lobbying Requirements - 31 U.S.C. 1352, 49 CFR Part 19, 49 CFR Part 20 Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying" Each tier certifies to the tier above that it will not and has not 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. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalfwith non -Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to Sun Tran. Bonding Requirements for Construction Activities; may be imposed for non -construction activities Refer to the Special Terms & Conditions of this Solicitation for Bid Bond Requirements (Construction ) Performance and Payment Bonding Requirements (Construction) Performance and Payment Bonding Requirements (Non -Construction) Advance Payment Bonding Requirements Patent Infringement Bonding Requirements (Patent Indemnity) Warranty of the Work and Maintenance Bonds Clean Water Requirements - 33 U.S.C. 1251 1. The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et sect . The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to ETA and the appropriate EPA Regional Office. 2. The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by ETA Clean Air Requirements -42 U.S.C. 7401 at seq., 40 CFR 15.61, 49 CFR Part 18 1. The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq . The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in tum, report each violation as required to assure notification to ETA and the appropriate EPA Regional Office. 2. The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by ETA Requirements for Recycled Products -42 U.S.C. 6962, 40 CFR Part 247, Executive Order 12873 The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U S.0 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247 Cargo Preference Cargo Preference - 46 U.S.C. 1241, 46 CFR Part 381 Acquisition of Property Shipped by Ocean Vessel: Pursuant to 46 C.F.R. Part 381, the following clauses must be inserted in all Contracts under which equipment, materials or commodities may be transported by ocean vessel in carrying out the Project. The contractor agrees to: a. use privately owned United States -Flag commercial vessels to ship at least 50 percent ofthe gross tonnage(computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States -Flag commercial vessels; b. furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on -board" commercial ocean bill -of -lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient (through the contractor in the case of a subcontractors bill -of -lading.) c include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel Acquisition of Property Shipped by Air (Fly America): Fly America Requirements - The Contractor agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR Part 301-10, which provide that recipients and submelpients of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S Government -financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Contractor shall submit, If a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available orwhy it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. The Contractor agrees to include the requirements of this section in all subcontracts that may involve international air transportation. Construction Activities Equal Employment Opportunity (Does not apply for supplieslraw materials procurements) Equal Employment Opportunity All construction contracts in excess of $10,000 by grantees and their contractors or subgrantses shall contain a provision requiring compliance with Executive Order 11246, entitled "Equal Employment Opportunity", as amended by Executive Order 11375, and as supplemented in Department of Labor regulations (41 C.F.R. Part 60). The following clauses shall be included: Nondiscrimination During the performance of this contract, the contractor agrees as follows: a The contractor will not discriminate against any employee or applicant for employment because of we, color, religion, sex, disability, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, disability, or national origin. Such action shall include but not be limited to the following. employment, upgrading, demotion, or transfer, reaurtment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. b. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, disability, or national origin. c. The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the labor union or workers representative of the contractor's commitments under Section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. d. The contractor will comply with all provisions of Executive Order No. 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. e. The contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the Secretary of Labor and the FTA for purposes of investigation to ascertain compliance with such rules, regulations, and orders. f In the event of the contractor's noncompliance with the nondiscrimination clauses of this agreement or with any of such rules, regulations or orders, this agreement may be cancelled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Federal or Federally assisted contracts in accordance with procedures authorized in Executive No. Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. g. The contractor All include the provisions of paragraphs(a)through(g) of this subsection in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions shall be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the Secretary of Labor or the FTA may direct as a means of enforcing such provisions, including sanctions for noncompliance; Drovided. however. that if a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States." Specifications The following clauses must also be included in all construction contracts and subcontracts over $10,000, in geographical areas designated pursuant to 41 C.F.R. 604.3: "Standard Federal Equal Employment Opportunity Construction Contract Specifications (Executive Order No. 11246): 1. As used in these specifications: a. "Covered Area" means the geographical area described in the solicitation from which this contract resulted; b. "Director' means Director, Office of Federal Contract Compliance Programs, United States Department of Labor, or any person to whom the Director delegates authority; c. "Employer Identicafion Number' means the federal social security number used on the employers quarterly federal tax return, U.S. Treasury Department Form 941. it. "Minority" includes: I. Black (all persons having origins in any of the black African racial groups not of Hispanic origin); ii. Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central or South American, or other Spanish culture or origin, regardless of race): iii. Asian and Pacific Islander (all persons having origins in any of the original peoples of the Far East, Southeast Asia, the Indian subcontinent, or the Pacific Islands); and iv American Indian or Alaskan Native (all persons having origins in any of the original peoples of North America and maintaining identifiable tribal affiliations through membership and participation or community identification). 2. Whenever the contractor, or any subcontractor at any tier, subcontracts a portion of the work involving any construction trade, it shall physically include in each subcontract in excess of $10,000 the provisions of these specifications and the notice which contains the applicable goals for minority and female participation and which is set forth in the solicitations from which this contract resulted. 3 If the contractor is participating (pursuant to 41 C.F.R. 60-4.5) in a hometown plan approved by the U.S Department of Labor in the covered area, either individually or through an association, its affirmative action obligations on all work in the plan area (including goals and timetables) shall be in accordance with that plan for those trades which have unions participating in the plan. Contractors must be able to demonstrate their participation in and compliance with the provisions of any such hometown plan. Each contractor or subcontractor participating in an approved plan is individually required to comply with its obligations under the EEO clause, and to make a good faith effort to achieve each goal under the plan in each trade in which it has employees. The overall good faith performance by other contractors or subcontractors toward a goal in an approved plan does not excuse any covered contractors or subcontractor's failure to make good faith efforts to achieve the plan goals and timetables. 4 The contractor shall implement the specific affirmative action standards provided in paragraphs (7)(a) through (p) of these specifications. The goals set forth in the solicitation from which this contract resulted are expressed as percentages of the total houre of employment and training of minority and female utilization the contractor should reasonably be able to achieve in each construction trade in which it has employees in the covered area. Covered construction contractors performing construction work in geographical areas where they do not have a Federal or Federally assisted construction contract shall apply the minority and female goals established for the geographical area where the work is being performed. Goals are published periodically in the Federal Register in notice form, and such notices may be obtained from any Federal Contract Compliance Program Office or from Federal Procurement Contracting Officers. The contractor is expected to make substantially uniform progress toward its goal in each craft during the period specified. 5 Neither the provisions of any collective bargaining agreement, nor the failure by a union with whom the contractor has a collective bargaining agreement, to refer either minorities or women shall excuse the contractors obligations under these specifications, Executive Order No. 11246, or the regulations promulgated pursuant thereto. 6. In order for the nonworking training hours of apprentices and trainees to be counted in meeting the goals, such apprentices and trainees must be employed by the contractor during the training period, and the contractor must have made a commitment to employ the apprentices and trainees at the completion of their training, subject to the availability of employment opportunities. Trainees must be trained pursuant to training programs approved by the U. S. Department of Labor. 7 The contractor shall take specific affirmative actions to ensure equal employment opportunity The evaluation of the contractors compliance with these specifications shall be based upon its effort to achieve maximum results from its actions. The contractor shall document these efforts fully, and shall implement affirmative action steps at least as extensive as the following. a. Ensure and maintain a working environment free of harassment, intimidation, and coercion at aII sites, and in all facilities at which the contractors employees are assigned to work. The contractor, where possible, will assign two or more women to each construction project. The contractor shall specifically ensure that all foremen, superintendents, and other on -site supervisory personnel are aware of and carry out the contractors obligation to maintain such a working environment, with speck attention to minority or female individuals working at such sites or in such facilities. b. Establish and maintain a current list of minority and female recruitment sources, provide written notice to minority and female recruitment sources and to community organizations when the contractor or its unions have employment opportunities available, and maintain a record of the organizations' responses c. Maintain a current file of the names, addresses, and telephone numbers of each minority and female off -the -street applicant and minority or female referral from a union, a recruitment source or community organization and of what action was taken with respect to each such individual. If such individual was sent to the union hiring hall for referral and was not referred back to the contractor by the union or, if referred, not employed by the contractor, this shall be documented in the file with the reason therefor, along with whatever additional actions the contractor may have taken. d. Provide immediate written notification to the Director when the union or unions with which the contractor has a collective bargaining agreement has not referred to the contractor a minority person or woman sent by the contractor, or when the contractor has other information that the union referral process has impeded the contractors efforts to meet its obligations e. Develop on-the-job training opportunities and/or participate in training programs for the area which expressly include minorities and women, including upgrading programs and apprenticeship and trainee programs relevant to the contractors employment needs, especially those programs forded or approved by the Department of Labor The contractor shall provide notice of these programs to the sources compiled under (7)(b) above. f. Disseminate the contractors EEO policy by providing notice of the policy to unions and training programs and requesting their cooperation in assisting the contractor in meeting its EEO obligations; by including it in any policy manual and collective bargaining agreement; by publicizing it in the company newspaper, annual report, etc.; by spec review of the policy with all management personnel and with all minority and female employees at least once a year; and by posting the company EEO policy on bulletin boards accessible to all employees at each location where construction work is performed. g. Review, at least annually, the companys EEO policy and affirmative action obligations under these specifications with all employees having responsibility for hiring, assignment, layoff, termination or other employment decisions including specific review of these items with on -site supervisory personnel such as superintendents, general foreman, etc , prior to the initiation of construction work at any job site. A written record shall be made and maintained identifying the time and place of these meetings, persons attending, subject matter discussed, and disposition of the subject matter. It. Disseminate the contractor's EEO policy externally by including it in any advertising in the news media, specifically including minority and female news media, and providing written notifcation to and discussing the Contractor's EEO policy with other contactors and subcontractors with whom the contractor does or anticipates doing business. I. Direct recruitment efforts, both oral and written, to minority, female, and community organizations, to schools with minority and female students and to minority and female recruitment and training organizations serving the contactors recruitment area and employment needs. Not later than one month prior to the date for the acceptance of applications for apprenticeship or other training by any recruitment source, the contractor shall send written notice to organizations such as the above, describing the openings, screening procedures, and tests to be used in the selection process J. Encourage present minority and female employees to recruit other minority persons and women and, where reasonable, provide after school, summer and vacation employment to minority and female youth, both on the site and in other areas of the contractors work force. k. Validate all tests and other selection requirements where there is an obligation to do so under 41 C.F.R. Part 60-3. I. Conduct, at least annually, an inventory and evaluation at least of all minority and female personnel for promotional opportunities and encourage these employees to seek or to prepare for, through appropriate training, etc , such opportunities. m. Ensure that seniority practices, job classifications, work assignments, and other personnel practices do not have a discriminatory effect by confinually monRonng all personnel and employment related activities to ensure that the EEO policy and the contractor's obligations under these specifications are being earned out. n. Ensure that all facilities and company activities are nonsegregated except that separate or single - user toilet and necessary changing facilities shall be provided to assure privacy between sexes. o. Document and maintain a record of all solicitations of offers for subcontracts from minority and female construction contractors and suppliers, including circulation of solicitations to minority and female contractor associations and other business associations. P. Conduct a review, at least annually, of all supervisors' adherence to and performance under the contractor's EEO policies and affirmative action obligations. 8. Contractors are encouraged to participate in voluntary associations that assist in fulfilling one or more of their affirmative action obligations set forth in paragraphs (7)(a) through (p). The efforts of a contractor association, joint contractor -union, contractor -community, or other similar group of which the contactor is ember and participant, may be asserted as fulfilling any one or more of its obligations under paragraphs (7)(a) through (p) of these specifications, provided that the contactor actively participates in the group, makes every effort to assure that the group has a positive impact on the employment of minorities and women in the industry, ensures that the concrete benefits of the program are reflected in the contactors minority and female work force participation, makes a good faith effort to meet its individual goals and timetables, and can provide access to documentation that demonstrates the effectiveness of actions taken on behalf of the contractor. The obligation to comply, however, Is the contractor's and failure of such a group to fulfill an obligation shall not be a defense for the contractors noncompliance. 9. Asingle goal for minortes and a separate single goal for women have been established. The contractor, however, is required to provide equal employment opportunity and to take affirmative action for all minority groups, both male and female, and all women, both minority and non -minority. Consequently, the contractor may be in violation of the Executive Order if a particular group is employed in a substantially disparate manner (even though the contractor has achieved its goal for women generally, the contractor may be in violation of the Executive Order if a specific minority group of women is underutilized) 10. The contractor shall not use the goals and timetables or affirmative action standards to discriminate against any person because of race, color, religion, sex, or national origin. if. The contractor shall not enter into any subcontract with any person or firm debarred from government contracts pursuant to Executive Order No. 11246. 12. The contractor shall carry out such sanctions and penalties for violation of these specifications and of the equal opportunity clause, including suspension, termination and cancellation of existing subcontracts as may be imposed or ordered pursuant to Executive Order No. 11246, as amended, and its implementing regulations, by the Office of Federal Contract Compliance Programs. Any contractor who fails to carry out such sanctions and penalties shall be in violation of these specifications and Executive Order No. 11246, as amended. 13. The contactor, in fulfilling its obligations under these specifications, shall implement specific affirmative action steps, at least as extensive as those standards prescribed in paragraph (7) of these specifications, so as to achieve maximum results from its efforts to ensure equal employment opportunity. If the contractor fails to comply with the requirements of the Executive Order, the implementing regulations, or these specifications, the Director shall proceed in accordance with 41 C.F.R. 60-4.8. 14. The contractor shall designate a responsible official to monitor all employment related activity to ensure that the company EEO policy is being carried out, to submit reports relating to the provisions hereof as may be required by the Government and to keep records. Records shall at least include for each employee the name, address, telephone numbera, construction trade, union affiliation If any, employee identffcation number when assigned, social security number, race, sex, status (e.g., mechanic, apprentice trainee, helper, or laborer), dates of changes in status, hours worked per week in the indicated trade, rate of pay, and locations at which the work was performed. Records shall be maintained in an easily understandable and retrievable form; however, to the extent that existing records satisfy this requirement, contractors shall not be required to maintain separate records. 1s. Nothing herein provided shall be construed as a limitation upon the application of other laws that establish different standards of compliance or upon the application of requirements for the hiring of local or other area residents (e g, those under the Public Works Employment Act of 1977 and the Community Development Block Grant Program)." Notice Contractor agrees to include the following notice in all construction subcontracts over $10,000, in geographical areas designated pursuant to 41 C.F.R. 604.2: "Notice of Requirement for Affirmative Action to Ensure Equal Employment Opportunity (Executive Order 11246): 1 The offerers or bidder's attention is called to the "Equal Opportunity Clause" and the "Standard Federal Equal Employment Specifications" set forth herein. 2. a The goals and the timetables for minority and female participation, expressed in percentage terms for the contractor's aggregate work force in each trade on all construction work in the covered area, are as follows: Timetables Goals for Minority Goals for Female Participation for Each Trade Partiapation in Each Trade Insert Goals for Each Year Insert Goals for Each Year b These goals are applicable to all the contractor's construction work (whether or not 0 is Federal or Federally assisted) performed in the covered area. If the contractor performs construction work in a geographical area located outside of the covered area, it shall apply the goals established for such geographical area where the work is actually performed. with regard to this second area, the contractor also is subject to the goals for both its Federally involved and nonfederally involved construction c. The contractor's compliance with the Executive Order and the regulations at 41 C F.R Part 60-4 shall be based on its implementation of the Equal Opportunity Clause, specific affirmative action obligations required by the spec cations set forth at 41 C.F.R. Part 60-4.3(a), and its efforts to meet the goals. The hours of minority and female employment and training must be substantially uniform throughout the length of the contract, and in each trade, and the contractor shall make a good faith effort to employ minorities and women evenly on each of its projects. The transfer of minority or female employees or trainees from contractor to contractor or from project to project for the sole purpose of meeting the contractor's goals shall be a violation of the contract, the Executive Order, and the regulations in C.F.R. Part 604. Compliance with the goals will be measured against the total work hours performed. 3 The contractor shall provide written notification to the Director of the Office of Federal Contract Compliance Programs within 10 working days of award of any construction subcontract in excess of $10,000 at any tier for construction work under the contract resulting from this solicitation The notification shall list the name, address, and telephone number of the subcontractor, employer identification number of the subcontractor, estimated dollar amount of the subcontract, estimated starting and completion dates of the subcontract; and the geographical area in which the subcontract is to be performed. 4. As used in this notice, and in the contract resulting from this solicitation, the "covered area" is miscellaneous sites within the city limits of Tucson, Pima County, State of Arizona." Construction Employee Protection Requirements: (except for contracts < $2,000, or for supplies/raw materials) Davis Bacon Act - 40 USC §§ 3142(a), 29 CFR § 5.5(a) Copeland Anti -Kickback Act .18 U.S.C. § 874, 29 C.F.R. § 3, 29 C.F.R. § 5.5(a)(1) through (10) Contract Work Hours & Safety Standards Act .40 U.S.C. §3701, 29 C.F.R. § 5.5(b) Federal Labor Standards Provision [Code of Feel Regulatlons] rTitle 29, Volume 1, Parts 0 to 99] [Revised as of July 1, 1918] From the U.S. Government Printing Office via GPO Access (bttp:/Iww .......9p gov/naa/dk1ind— [CITE: 29CFR5.5] [Page 110-116] TITLE 29-LABOR PART 5--LABOR STANDARDS PROVISIONS APPLICABLE TO CONTRACTS COVERING FEDERALLY FINANCED AND ASSISTED STANDARDS PROVISIONS APPLICABLE TO NONCONSTRUCTION CONTRACTS SUBJECT TO THE CONTRACT WORK HOURS AND SAFETY STANDARDS ACT) Subpart A-Davls-Bacon and Related Acts Provisions and Procedures Sec. 5.5 C.— provisions and related ne—re. (1) Minimum wages - b) All laborers and mechanics employed or waking upon the site of the work (or under the Unted States Housing Ad d 1937 or under the Housing Act of 1949 rn the wn,imdron or development of the projed), will be told uncondid—ily antl not less often than once a week, and without subsequent bu ud— or rebate on any cunt (except such payroll deductions as re Permitted by regulations issued by the Secretary d Labor untler the Copeland Act (29 CFR part 3)h the full amount dwages end bona fide fnnge benefits N cash -quivalenis thereof) due at ame of payment computed at roles not less than blose contained in the wage deternrnairon of the Secretary of Labor which is adaO ed heato and made apart hereof, regadless d any nah,p wM1eM may be alleged to ex at between the wntrador and such laborers and mecM1anics. Contnbutrons made or costs reasonably anticipated far bona fide fnnge benefits under sedion 1(b)(2) of the D.A.-Bawm Ad on behalf of laborere or mechanics are wnsidead wages paitl to such laborers or .,ban,,,, subled to the provisions of paregaph (1)(rv) of this sedion, also, regular coninbubons made or want inwurtetl far more of the Davis -Bacon Ad have been at. The Secretary d Labor may require the contactor to set aside In a a.to—te account..sat, for the meeting of obligations under the plan or (,)rann (A) The contracting officer shall require that any class of laborers or mecM1anics which is not Irsted a the wage deternrnatron and wM1rch w N b...played under the wmlad shall be d....fied in conformance with the wage determrnahon The codracting officer shall approve an additional classification and wage rate and fringe benefits therefor only when the following trite.. have been at (1) TM1e work to be performed by the classdiwiion requested i, not part.- tl by a clasarfcetian in the wage detra—anon, and (2) TM1e claasrfcabon ra uabzed n the area by Me consWcbpn intlustry; and (3) The proposed wage ate, indutling any bona fide fnnge benefits, bears a reasonable relatron,h,p to the wage rates contained in the wage determrnahon (B) If the wntrador and the laborers and mecM1anics to ba employetl in the classdicarru, bf known), or then representatives, and the wniacang oficer agree on the classification and wag. rate (ncluding the amount designated for hinge benefits where appropriate), a report of the ,,dab taken shall d sent by the wntacting aft., In the Adnmr,tator of the Wage and Hour Division, Employment Standards Administration Washington DC 20210. The Atlministrator, or an auth.,-d representative. wdl approve, —arty, or d,.approv. every atldhonal dasadcation ,,don within M days of receipt and so ativlse the contracting off-r or will widy the —trading officer—n the 30A.y period that additional time Is necessary. (C) In the event the wntrador, the laborers or mechanics to be employed in the clessbkebon or their representatives, and the wntracbng officer do not agree on the proposed ,I.asften n and wage ate (mciudmg the amount designated for fringe benefits, where appmpnate), Me dudr-tag officer aM1all rder the questions, indutling thu ors of all inM"'I'd nr paea and the endabom of the contacting officer, to the Arldnedrator for determination. The Administrator, or an author¢etl representative, will Issue a determinabon with 30 days of recent antl an advise the wntadog officer or will nor the contrading officer wmhm the 30-d.y penod that addnon,l broad necessary. (D) The wage rate (including fnnge benefits where appropriate) determined pursuant to paagraphs (.hl Nv) (B) or (C) of this s.ctron, shall be paid W all workers performing wont in the classniwlion untlerther wmtact from the Net day on wMch work is penotmed in the classdl-hn (2) With baiding - Sun Tr.n ah.0 upon its action or upon wnden request of an tl authonzerepre...tatwe of the Department of Labor withhold or cause to be withheld from the contractor under this wntred or any than a weekly pentad (but not less often than which cover the particular weekly period, are deemed to be oarunt iwely matle or incurred during such weekly period Such laborere and mechanics shall be paid the appmpnate wage rele and fnnge b.nef(s on the wage determnabon for the classdidd,on of work wally padormetl, vnth.ut regard W skill, —in as pow dedl in 29 CFR Part 5 5(.)(4). Laborers or mechanics p.hudung work m ore than one classification may be ompensated at the rate specified for each classification N— time.dually worked theism Provided. That Me employers payroll records accurately set forth the time spent in each cI.sa fc.bon rn which work rs performed. The wage deters —non Qndudrng any additional classrfic—ns and wage We c,,fom,d under paragraph (1)(rr) of this .scan.) and the Davis -Bacon poster (WH-1321) shall be pwled at all times by the cwtadur and its aubmntrodura at the site of the work in a prominent and accessible place where it can be —ly seen by the workers. (e)(A) The —trading officer shall require Mat airy class of laborers or mechanics, including helpers, wt,,,h is not bated i , the wage determination and which is to be employed under the conked shall be c1.,uo ied in conformance wdh the wag. data rminalmn. TM1e wntracing officer shall approve an etltlitional classifcelion and wage ,to and forge benefits therefore only when the Mllowrng,drama have been at d), Meowork ties tlefined .. 29 CFR 5 2b)( pertmmed by the cl.serf-hon requested is not penrmed by a dasaifcatron rn the wage dalamnnatwn, and (2) The classification Is utilized In the area by the construction intlustry, and (3) The proposed wage ate, mciudmg any bona fide fnnge benefitsbears. , beaa reasonable ra.bondiip to the wage rotes wnuened in the wage detemrrnatron; and (4) With rasped to helpers as defined in 29 CFR 5 2(n)(4), such a classification prevails In the area in which Me won, w performed. (B) If the contractor and the laborers and —h, - to be employed in Me .I.- ca lon (if known), or their other Federal contrad wsth the same prime contactor, or any other f—rallyassided contact subject to Davis -Bacon prevailing wage requirements, wed, i. held by the me prime contactor, so much of the rued payments or advances as may be msitlered necessary N pay laborers and mechamw, mciudmg apprann—, trainees, antl M1elpers,..played by the denon or or any subcontada the full amount of wages required by the centred In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper. ..played or wonting on the site of the work (or under the Unted States Housing Ad of 1937 or under the H.—no Ad d 1949 in Me construction or development of the protect), all or part of Me wage. required by the contact, Sun Tan may, after written notice to the wntrador, upon— appird nt, or owner, take such adion as may be necessary to se the ... pen— of W further payment, advance, or guarantee of funds until such violations have ceased (3) Payrolcor ls and baslc red. - h) Payrolls and bas cords relamng thereto shall be maintained by the contactor dung the e of the work and preserved for a penod of three years thereafter for all laborers and mechanics working at the site of the work (or under the United States Housing Act of 1937, or under the Housing Ad of 1949, in the e,atmctian or d—I.pm.nl of the protect) Such rewds sell wntd, the name, address, and social ..aunty number of each such worker, M1is or her vine,[ dassifc d—, hourly rates of wages paid (including ate, of cwtnbutr—or costs ant ated for bona fide fringe benefits or an equwalente Mereof of the types described in section I (b)(2)(B) of the Davis -Baron Ad), daily and weekly number of houre wod,ed, dedudmna matle and actual wages paid Whenever Me Secretary of Labor has found under 29 CFR 5 5(,b1 tiv) Mat the wages of any laborer or mechamk include the amount of any wsis wnably—dikered in providing benefits under a plan or progam deathbed In section I (b)(2)(B) of the Davis -Baron Ad, the contactor aM1all maintain rewrd, wM1rch show dentin—, mitment to prowd, such benefits enforceable, that the plan or program ra financially responsible, antl that the plan or program he, been communmated in whung M the laborere or mechanics abraded, and ..ad. which show the wsis anticipated or Me —1 cost ncuaed in pmvrdrng such benefits Contadors employing apprentices or trainees under aP—d p"rems shall m.Inbub written aM.nd, of the regi.trM.n of .pprenn—h, programs and cenif-,.n d tram.. programs, Me registrar,- of the apprenirces and trainees, and the rabw and wage retes prescribed in the applicable programs hb(A) The contractor shall submit weekly for each week rn whmF any contrad work is Pedal a copy d all payrolls to Sun Tan for transmission to the Federal Tansrt Ad —tat on. The payrolls aubmMed aM1all ,at out accurately and completely all d the mfornation required to be mama—d under sedion 5 5(a)(3)(,) of Regulatlons, 29 CFR Part 5. This rnfdrnru— may be s,b,,ft,d rn any form d—ed Opfonal Form WH-M7 is avababe for this purpose and may be representatives, and the contrading officer agree on Me classification and wage rate (Including the amount designated for fnnge benefits where appmpnate), a report of the ..,on taken shall be sent by the wmtacbng officer M the Arkin narrator of the Wage and Hour Division, Employment Standards Administration, U.S. D-partrnenl of Labor, Wa,hington,DCM210 TM1e Admrnratralor, or anauth—adi repre—durd., unit approve, notlrfy, m diaappmve every addt.n,l classification adion within 30 days of receipt and ea advise the c nng offne will notify the contredingnoffcer within the 301ay penod that addd,,n,l time is necessary (C) In the event the contractor, the laborers or Bohan to be employed in the classific.b on or their representatives, and the contrading officer do not agree on the proposetl classification and wage rate (nclu, ng the amount designated forfnnge benefits, where approprene), the contracting officer shall refer the questions, indudrng the ewe of all intereated Per... and the memendation & the wnt.cdng office, to Admmiatratorfordetermrn—, The AdmmrstraMr, or an ruthor— representative, will issue a determination withn 30 days of receipt and ao advise the contrading officer or will notby the —trading officer wM,n the 30-day period Mat add,t,n,l time is necessary (D) The wage rate (rndudmg fnnge benefits where appraprla,e determined pursuant hm epad to all wank— phalp rfomrin Se .awork In De 9 the dassi n wud wont under this contact from the re. da y h Is Dedormed in the classificatib wM1icon. (iri) Whenever the mrnrmum wage ate p.... bad in the contract for a class of laborers or mechanics includes a fnnge benefit wM1rch r, not expressed as an hourly rate, the wntrador shall either pay the benefit s stated in the wage determrnahon or shall pay another bona fitle fnnge benefit or an hourly cash equivalent thereof (Iv) b the cpntador does not make payments to a trustee or other Mrk person, the cadrada may ca under as pert d the wages of any laborer or —h—, the amount of any costs reasonably ant pated in providing .no fide fringe benefits under a plan or program, Provided, That the Secretary d Labor has found, upon the written request of the contactor, that the pph—la. standards purohased from the Supenntendent of Documents (Federal Stock Number 029-005- 000141), U.S Government Prnong Office, Waah,ngkn, DC 20402 The prime wntrador responsible for Me suIxur.—h of copies of payrolls by all suld ntradara. (B) Each payroll aub,O d shall W ccompanretl by a -Statement M Comphance," signed by the contractor or subcontractor or M1is or her agent who pays or supervises the payment of the persons employed under the contrad and shall deny the following' (1) That the payroll for the payroll penod d,onens the informahan aquued W u amrarned under sedion 55(a)(3)(0 of Regulabons, 29 CFR part 5 and that —1, Information Is coned and complete; (2) That each laborer or mecM1anic (including each helper, apprentice, and trainee) employed on the wmtoun during Me payroll penod has been yard the full weekly wages mad, Mout rebate, either directly or ndrrecily, and that no deductions have been matle .Mar directly or nduadly from the full wages earned, otherihan penhi..M. deductive w set forthin Regulabons, 29 CFR Part 3, (3) Thai ...In laborer or mecM1anic bas bean told not less than the applicable wage rates and fnnge benefits or cant equivalents far the d..alfidd— of work pedona.d, we.padfi.d in the apphd,bl, wage d-rminairon I—rp.rated Into the wntred (C) The weekly submission of a prop.ny -cured r,defidud, set forth on the reverse side of Optional Form WH-347 shall aatiay the requirement for submission of the "Statement of Conpbanae" required by paragraph (.b3)hg(B) of this aechon (D) The felsifcabon of airy oee above ,dafidelona may s,bj,d the wntador or sub —tor ro curl or c,,,n,l prop—,n under sedion iwi of title 18 and sedion 231 d brie 31 of the Unrtetl States Cad. (iiiI The wntrador or subwntrador shall make the .coke req,,,d under paagaph hu(3)(1) of this.... available for i—don. espying, or tansaiphon by authorized represenlar— of the Federal Tranmt Admrnrsbairon or the Department of Labor, and aM1a11 permit au.h representatives to Interview employees during working hours onthejob. Ifthewntradora loontrador falls to submit the required records or W make them available. the Fetleral agency may, after written notice to the contactor, sponsor, apphwni, or owner, take such adion as may be necessary M cause the euspensron d any further payment, advance, or guarantee of funds. FuOn,..,, failure to submit the req Aboal ..Me upon request or to make such records available may be grounds for debarment adion pursuant to 29 CFR 512 (4) Apprentices antl trainees - b) AOorenbces -Apprentices will be permided Io work at less than the predeter—rot rate for the work they penrmed when they are employed pursuant to antl ad,u u dly negistered in a bona fide appned—ahip pagran registered with the U.S. Department at ba", EnnidWsh- and --g Ac.li thull, BlInee, of Appha-bi and Training, nica, fth , State Apphduddb,p Agency gul by the Bureau, ,if , person h , ,played In his , he, find 90 c.,s at probationary employment asan apprentice In such an apprenticeship pragrann, who is ned,,,l g,..- in the program, but .ho has b..n c.dlfi.d by the B.I., at Ap Ini and Tinning ., . State App—i Agency (.he,e appraphi in be eligible for undid—, —pi,,,nind as an .pp..I:. Th. allowable n. at ha .Ppu . th ta,ou,nayn". In e lob site in any daft'I ... fiddl,shall not be greater man the hato p.hnu— to the cddhei as to the entire —, face under the negidensal pi Any —,11 listed an , pall at an .pp,c.t,.a -en —, who is not neandshed I otherwise employed as stated above, shall be Paid nd less than the pul— .9. It. an the wage d-mun— V the classification af—, actually lefthni In eldd n, any :=performing t c, work d, th,j,b it, In 0 the In, Pli and,, the ragedchad pulan, shut be pull not less the, the applicable wage rate an the wage ded—luend, for the leek 1-11, pliddled m— . calthada". Intl cdennucad, In . protect In . locality other than that wIuc its program ., registered, the aria and wager (.-Tha—d in percentages at the juiency—'s howdy —) itedi In the dunnsi or sub ... thadc' 'I registered ­,ea shall be asel,ent Every apprentice huded be paid at Id less the, the ate specifell in the heitudead pmgrem far the apprentice'. 1-1 at progress,1 expressed as a percentapercentageat the j,,,,y,,, hou" hins specified In the applicable -9, determination. Apprentices shall be tend fang. In ... fits a accordance .,th the pna,h— of the apprenticeship ph,hen,. If the apprenticeship pi does In specify ffi.gc bidubts, apleand— must be paid the full tan,—�lf.bai listed the wageh 'che ni abon far the pplk— di cau" if the Adinhinflethal athe it t Wage .,hu, -i. .. of the U S Department of Labor determines that a different prectuhs hiehuft for the applicable apprentice dal-i"Ibi full —11 be paid in el weth that de—eassm In the ivent the B.na- of Apprenticeship and Thihi ., . Santa Apphdi Agency nBureau, — d by the 1uhl.d— .pp,._I d a, apprenticeship phcg.., the cantract., will no lung., be permuted I apprentices at less than the applicable pneleanhind! le, W the —M, p.ftl until an ...pi p-.m is pp—d in— Except .sp—dad,n29CFR 5 16, trainees rout not be permuted work at less In- the pad usinnun. — forme wont ph'.-d unless they .. .played ­ ... nt I, and ndl registered in -I. — he. rac.—d! poor approval, I- di by J.—I csraftaal by the U S — ninenu I, Ennhinyhent and Thall Ad punnini T,. Itio at than — to In,, b she shall not be greater than Pan. 'ittall under the plan approved by the Employment and Training Minni.that— E.,,hasee—stineendat not less than the I. pai in the iii program for the tnenui 1.1 d IsIhIns, expatiated as a percentage at the cantnuct ,in the same pn ..condor, or any ,the, f—rally—slated culdned subject I the (Dandrdid Work H.. and Safety Standstills Act, which is had by the s.m. pren. cantral such d— as may be det.renned! a benacsss.l, n, satisfy any Ilabllitles . such contractor ., bcont.— for unpaid age, and e quu,su! d,,,g,, as p— in the clause set burth in paragraph (2) af this seam, (4) S.b-.—. - The c.n— ind,cantracta, shall Insect in any subwnirects the clause set foe — phagnelph. (1) through (4) at thu. ..— isnal also . clilue, -1 the subcontractors I — — clauses in any I—ar I., .—Innect.. The pnme wnirector shall be nepanshi for -nnplued, by an y hiseta,lower tler subdr da,eenthe clauses -In n p—gl (jthaugh (4) h section punniynhan buddy It. specified in the applicable wage delshninal- Tinesnees shall be paitl fringe benefits In accordance adh the ­— d the than. pnai If the tbund, puaguar, d.es but rhanten, huge banal then— th.11 be paid the full ....nd afin­ be,.. listed on the .., datsminaleon unless the Acinnuenal of the Wage and H., n—en det—li that =an ppi-ence'dep pagan ,ad with the c—pan,fing j.u..y..h —e Ite an the —ge dtalmun— which I—elas for Isss than full firinS.b.n.fitsfie.ppned— Any.i lusted an the p.y.11 at a alues, I. who,. nd ed—ed and participating in , hasung plan approved by the E.pby—nt and Thumm, Ann, ban shall be paid not I..s than the applicable,lag.—h-eag. daterina—for the classification cfwork .chIllypininnai Inaddbb.n,.nyt.mee performing wont on h site in of the at,. pannituld under.- .- the neg,eneed program shall be pal, had Iss, than the applicable Idg, nes, an the mg, determination forme — actually p,ff,,,,d I n the event the Employment and Training Ad—shatc, withdraws approval It I Veining pagan, the —hadar well n, longer be permitted W utd- thanied at less than the applicable pred-na—cl ate f,, the —, pertormetl until an mcapbul program is appavetl (in "I"ll - 'I -1h uai. al sTapimpan =tainZil" d l.ueh­ under this paid h.11 be wnfannny with the equal employment opportunity requirements at Executive Oil,, 11246, as anhileted, and 29 CFR pad 30 (5) —Pli'bc. — C.Iseball Act requirements -The canthadc' shall cansply requirementswth threquirementsat 29 CFR "at 1* which she in—panded by ndfia— in this "nurect. (d) Suilecan-a- - Th. duntractu, or subwntaaor shall Insect in any subcontracts the d..l.a contained in 29 CFR 5 5(.)(1) through (z I and such other da ... a a. the Federal Transit Mmudend, may by appropriate Instructions raq,ll and all, ,I,u,, raqueing the subwntractors to include ..se c.— any — use -le—de The pn.e con Budd shall le, respansibb far the denplarce by any subcantradc, I I., fid,ub,creash, relthallth—d-tradd,u... i (7) Can— terrainsidl— d,b,m,,t -A breech cfth. contract clauses I. 29 CFR S S may be graunds for t.nnunudl ofth. .at I, and for debarment as . canthisdar and a sul,c-rada, as provided in 29 CFR 512. (8) C,.pli,h,, wim Dilsl,3,— and Related Act hei—surated. -A t h0mg, and Interpretations at the Davis -Baron and R.I.ed Acts -nnsieet in 29 CFR hine, 1, 3. and 5 a, harsh incIri by hefsnani In this contract. (9) Dkileds. ...canning I.i insureused. - Disputes ..sing out of the Is- stand— ,-- alf this dunnad no t n be sul to the general disputes .1.... of M" "—t Such disputes shall be resolved .—Man.. e,111, the phaced..s ,the ..p.-i . lisbar set .— 29 — the. 5, 6, and 7 Dispute within the meaning cd this douse dude disputes between the contractor (or any of It, in—whadars) and the contacting agency, the U.S. Department of L.nl I the ..play,. I their .p...n— (10) Certification eligibility it By —ang I. the contract, the chlect., c.Ifies that neither (nd he I he) ri any pies., air firm who has nundohs — the c-rache's firm is . person or fin, i to be awarded Gce,ab— duhrects by ,,due at section 3(,) at the ow,eadchn Act or 29 CFR 5 12(,)(1) hid N. suit of dus contract —11 be subcardadled to any person at fina undhi I., — of . Government ..,thad by -ue af sachem Slid al the Davis -Bacon A. ., 29 CFR 5 12(.)(1). ( ) The penally f,, .,king fail, statements prescribed in the U S Cumuli Cade, 18 U.S.C. 1001 Contract Work Hours and Safety Standards (1) O-rtias. --ra... - N. contractor submit— contacting for any pan d the Ildned — adui may esquea ., i the employment at list— or ,mh,n,,, 0,11 raq une, or permit any such Idbard, ., ...hanic in any —rlhi which he at she Is tunplatIdl an such —* to work in — of finny ledrest such ear — unless such 1.1ads, or mechanic ..Na c,,p,n,,U,n at , rate not I... than one and .n.-hag then., the Met. rate cd ply for III hours earael in — at J." hadhe in such --.k (2) Vi.IM..; liability far unpaid age.; liquidated damages - In the event of any --n at the clause set fh—h paragraph (1) of thesac— the co—da, and any ,,b ... tihadar mp—bl, there., shall be Iblaucl-th—ni 1—dalbi —bracta, and , b—thacta, shall be liable to the United State, for liquidated d,..g,e Such liquid— damages hall be computed -1, respect to each nd,d.l laborer I Ili including —h—n �d gu.- .played in —1.tch ud he de s0 thinparagraph section, inthe sum .f$10for each calendar day an -d, such in— ., requead or pli to wont ,n ....a of the standard —nhea.k of forty hours -hdu payment at the wadila, —pe hs,ii by the clause set faint, in paragraph (1) d this section. (3) Withholding for unp,ld wage, antl liquidated diabli - Sun Tian —11 upon its then .,— d upon wret.n request af an .— .—prelandet—th—leffineed. Labor withhold m ..us. I. be wul ltl, from any irstnays payable Ih eh ... rd d wontPatti by theconchs— r ubwntradar under any such contract or any other Fall ATTACHMENT TO FEDERAL LABOR STANDARDS PROVISIONS SO CALLED "ANTI -KICKBACK ACT" AND REGULATIONS PROMULGATED PURSUANT THERETO BY THE SECRETARY OF LABOR. UNITD STATES DEPARTMENT OF LABOR TITLE 18, U.S.C., section 874 (June 25, 1948, ch. 645, 62 Stat. 740; Pub. L. 103-322, litle XXXIII, Sec. 330016(l)(K), Sept. 13, 1994, 108 Stat. 2147.) KICKBACKS FROM PUBLIC WORKS EMPLOYEES Whoever, by force, intimidation, or threat of procuring dismissal from employment, or by any other manner whatsoever induces any person employed in the construction, prosecution, completion or repair of any public building, public work, or building or work financed in whole or in part by loans or grants from the United States, to give up any part of the compensation to which he is entitled under his contract of employment, shall be fined under this title or imprisoned not more than five years, or both. TITLE 29 — LABOR Subtitle A - Office of Secretary of Labor PART 3 —CONTRACTORS AND SUBCONTRACTORS ON PUBLIC BUILDING OR PUBLIC WORK FINANCED IN WHOLE OR IN PART BY LOANS OR GRANTS FROM THE UNITED STATES Sec. 3.1 Purpose and scope. This part prescribes "anti -kickback" regulations undersection 2 of the Act of June 13, 1934, as amended (40 U.S.C. 276c), popularly known as the Copeland Act. This part applies to any contract which is subject to Federal wage standards and which is for the construction, prosecution, completion, or repair of public buildings, public works or buildings or works financed in whole or in part by loans or grants from the United States. The part is intended to aid in the enforcement of the minimum wage provisions of the Davis -Bacon Act and the various statutes dealing with federally assisted construction that contain similar minimum wage provisions, including those provisions which are not subject to Reorganization Plan No. 14 (e.g., the College Housing Act of 1950, the Federal Water Pollution Control Act, and the Housing Act of 1959), and in the enforcement of the overtime provisions of the Contract Work Hours Standards Act whenever they are applicable to construction work. The part details the obligation of contractors and subcontractors relative to the weekly submission of statements regarding the wages paid on work covered thereby; sets forth the circumstances and procedures governing the making of payroll deductions from the wages of those employed on such work; and delineates the methods of payment permissible on such work. Sec. 3.2 Definitions As used in the regulations in this part: (a) The terms building or work generally include construction activity as distinguished from manufacturing, furnishing of materials, or servicing and maintenance work. The terms include, without limitation, buildings, structures, and improvements of all types, such as bridges, dams, plants, highways, parkways, streets, subways, tunnels, sewers, mains, powedmes, pumping stations, railways, airports, terminals, docks, piers, wharves, ways, lighthouses, buoys, lefties, breakwaters, levees, and canals; dredging, shoring, scaffolding, drilling, blasting, excavating, clearing, and landscaping. Unless conducted in connection with and at the site of Such a building or work as is described in the foregoing sentence, the manufacture orfurnishing of materials, articles, supplies, or equipment (whether or not a Federal or State agency acquires title to such materials, articles, supplies, or equipment during the course of the manufacture or furnishing, or owns the materials from which they are manufactured or furnished) is not a building or work within the meaning of the regulations in this part. (b) The terms construction, prosecution, completion, or repair mean all types of work done on a particular building or work at the site thereof, including, without limitation, altering, remodeling, painting and decorating, the transporting of materials and supplies to or from the building or work by the employees of the construction contractor or construction subcontractor, and the manufacturing or furnishing of materials, articles, supplies, or equipment on the site of the building or work, by persons employed at the site by the contractor or subcontractor. (c) The terms public building or public work include building or work for whose construction, prosecution, completion, or repair, as defined above, a Federal agency is a contracting party, regardless of whether litle thereof is in a Federal agency (d) The term building or work financed in whole or in part by loans or grants from the United States includes building or work for whose construction, prosecution, completion, or repair, as defined above, payment or part payment is made directly or indirectly from funds provided by loans or grants by a Federal agency. The term includes building or work for which the Federal assistance granted is in the form of loan guarantees or insurance. (a) Every person paid by a contractor or subcontractor in any manner for his labor in the construction, prosecution, completion, or repair of a public building or public work or building or work financed in whole or in part by loans or grants from the United States is employed and receiving wages, regardless of any contractual relationship alleged to exist between him and the real employer. (f) The term any affiliated person includes a spouse, child, parent, or other close relative of the contractor or subcontractor; a partner or officer of the contractor or subcontractor; a corporation closely connected with the contractor or subcontractor as parent, subsidiary, or otherwise, and an officer or agent of such corporation. (g) The term Federal agency means the United States, the District of Columbia, and all executive departments, independent establishments, administrative agencies, and instrumentalities of the United States and of the District of Columbia, including corporations, all or substantially all of the stock of which is beneficially owned by the United States, by the District of Columbia, or any of the foregoing departments, establishments, agencies, and instrumentalities. [29 FIR 97, Jan. 4, 1964, as amended at 38 FR 32575, Nov. 27, 19731 Sec. 3.3 Weekly statement with respect to payment of wages. (a) As used in this section, the term employee shall not apply to persons in classifications higher than that of laborer or mechanic and those who are the immediate supervisors of such employees. (b) Each contractor or subcontractor engaged in the construction, prosecution, completion, or repair of any public building or public work, or building or work financed in whole or in part by loans or grants from the United States, shall furnish each week a statement with respect to the wages paid each of its employees engaged on work covered by this part 3 and part 5 of this title during the preceding weekly payroll period. This statement shall be executed by the contractor or subcontractor or by an authorized officer or employee of the contractor or subcontractor who supervises the payment of wages, and shall be on the back of Form WH 347, "Payroll (For Contractors Optional Use)" or on any form with identical wording. Copies of Form WH 347 may be obtained from the Government contracting or sponsoring agency or from the Wage and Hour Division Web site at htt9 1/wow dol vov/esa/whd/forms/wh347instr him or its successor site. (c) The requirements of this section shall not apply to any contract of $2,000 or less. (d) Upon a written finding by the head of a Federal agency, the Secretary of Labor may provide reasonable limitations, variations, tolerances, and exemptions from the requirements of this section subject to such conditions as the Secretary of Labor may specify. [29 FR 97, Jan. 4, 1964, as amended at 33 FR 10186, July 17, 1968; 47 FR 23679, May 28, 1982: 73 FR 77511, Dec. 19, 2008] Sec. 3.4 Submission of weekly statements and the preservation and inspection of weekly payroll records (a) Each weekly statement required under Sec. 3.3 shall be delivered by the contractor or subcontractor, within seven days after the regular payment date of the payroll period, to a representative of a Federal or State agency in charge al the site of the building or work, or, if there is no representative of a Federal or State agency at the site of the building or work, the statement shall be mailed by the contractor or subcontractor, within such time, to a Federal or State agency contracting for or financing the building or work. After such examination and check as may be made, such statement, or a copy thereof, shall be kept available, or shall be transmitted together with a report of any violation, in accordance with applicable procedures prescribed by the United States Department of Labor. (b) Each contractor or subcontractor shall preserve his weekly payroll records for a period of three years from date of completion of the contract. The payroll records shall set out accurately and completely the nameand address of each laborer and mechanic, his Correct classification, rate of pay, daily and weekly umber of hours worked, deductions made, and actual wages paid. Such payroll records shall be made available at all times for inspection by the Contracting officer or his authorized representative, and by authorized representatives of the Department of Labor. (Reporting and recordkeeping requirements in paragraph (b) have been approved by the Office of Management and Budget under control number 1215-0017) [29 FR 97, Jan. 4, 1964, as amended at 47 FR 145, Jan. 5, 1982] Sec. 3.5 Payroll deductions permissible without application to or approval of the Secretary of Labor Deductions made under the circumstances or in the situations described In the paragraphs of this section may be made without application to and approval of the Secretary of Labor: (a) Any deduction made in compliance with the requirements of Federal, State, or local law, such as Federal or State withholding income taxes and Federal social security taxes. (b) Any deduction of sums previously paid to the employee as a bona fide prepayment of wages when such prepayment is made without discount or interest. A bona fide prepayment of wages is considered to have been made only when cash or its equivalent has been advanced to the person employed in such manner as to give him complete freedom of disposition of the advanced funds. (c) Any deduction of amounts required by courtprocess to be paid to another, unless the deduction is in favor of the contractor, subcontractor, or any affiliated person, or when collusion or collaboration exists. (d) Any deduction constituting a contribution on behalf of the person employed to funds established by the employer or representatives of employees, or both, for the purpose of providing either from principal or income, or both, medical or hospital care, pensions or annuities on retirement, death benefits, compensation for injuries, illness, accidents, sickness, or disability, or for insurance to provide any of the foregoing, or unemployment benefits, vacation pay, savings accounts, or similar payments for the benefit of employees, their families and dependents Provided, however, That the following standards are at: (1) The deduction is not otherwise prohibited by law, (2) It is either: (i) Voluntarily consented to by the employee in writing and in advance of the period in which the work is to be done and such consent is not a condition either for the obtaining of or for the continuation of employment, or (if) provided for In a bona fide collective bargaining agreement between the Contractor or subcontractor and representatives of its employees; (3) No profit or other benefit is otherwise obtained, directly or indirectly, by the contractor or subcontractor or any affiliated person in the form of commission, dividend, or otherwise; and (4) The deductions shall serve the convenience and interest of the employee. (e) Any deduction contributing toward the purchase of United States Defense Stamps and Bonds when voluntarily authorized by the employee. (f) Any deduction requested by the employee to enable him to repay loans to or to purchase shares in credit unions organized and operated in accordance with Federal and State credit union statutes. (g) Any deduction voluntarily authorized by the employee for the making of contributions to governmental or quasi -governmental agencies, such as the American Red Cross. (h) Any deduction voluntarily authorized by the employee for the making of Contributions to Community Chests, United Givers Funds, and similar charitable organizations. (I) Any deductions to pay regular union initiation fees and membership dues, not including fines or special assessments : Provided, however, That a collective bargaining agreement between the contractor or subcontractor and representatives of its employees provides for such deductions and the deductions are not otherwise prohibited by law Q) Any deduction not more than for the "reasonable cost' of board, lodging, or other facilities meeting the requirements of section 3(m) of the Fair Labor Standards Act of 1938, as amended, and part 531 of this title. When such a deduction is made the additional records required under Sec. 516.25(a) of this title shall be kept. (k) Any deduction for the cost of safety equipment of nominal value purchased by the employee as his Con property for his personal protection in his work, such as safety shoes, safety glasses, safety gloves, and hard hats, if such equipment is not required by law to be furnished by the employer, if such deduction is not violative of the Fair Labor Standards Act or prohibited by other law, if the cost on which the deduction is based does not exceed the actual Cost to the employer where the equipment is purchased from him and does not include any direct or indirect monetary return to the employer where the equipment is purchased from a third person, and it the deduction is either (1) Voluntarily Consented to by the employee in writing and in advance of the period in which the work is to be done and such consent is not a condition either for the obtaining of employment or its continuance; or (2) Provided for in a bona fide collective bargaining agreement between the contractor or subcontractor and representatives of its employees. [29 FR 97, Jan. 4, 1964, as amended at 36 FR 9770, May 28, 1971] Sec. 3.6 Payroll deductions permissible with the approval of the Secretary of Labor. Any contractor or subcontractor may apply to the Secretary of Labor for permission to make any deduction not permitted under Sec. 3.5. The Secretary may grant permission whenever he finds that: (a) The contractor, subcontractor, or any affiliated person does not make a profit or benefit directly or indirectly from the deduction either in the form of a commission, dividend, or otherwise; (b) The deduction is not otherwise prohibited by law, (c) The deduction is either (1) voluntarily Consented to by the employee in writing and in advance of the period in which the work is To be done and such consent is not a condition either for the obtaining of employment or its continuance, or (2) provided for in a bona fide Collective bargaining agreement between the Contractor or subcontractor and representatives of its employees, and (d) The deduction serves the convenience and interest of the employee. Sec. 3.7 Applications for the approval of the Secretary of Labor. Any application for the making of payroll deductions under Sec. 3.6 shall comply with the requirements prescribed In the following paragraphs of this section: (a) The application shall be in writing and shall be addressed to the Secretary of Labor (b) The application need not identify the contract or contracts under which the work in question is to be performed. Permission will be given for deductions on all current and future contracts of the applicant for a period of 1 year. A renewal of permission to make such payroll deduction will be granted upon the submission of an application which makes reference to the original application, recites the date of the Secretary of Labor's approval of such deductions, states affirmatively that there is continued compliance with the standards set forth in the provisions of Sec. 3.6, and specifies any conditions which have changed in regard to the payroll deductions. (c) The application shall state affirmatively that there is compliance with the standards set forth in the provisions of Sec. 3.6. The affirmation shall be accompanied by a full statement of the facts indicating such compliance. (d) The application shall include a description of the proposed deduction, the purpose to be served thereby, and the classes of laborers or mechanics from whose wages the proposed deduction would be made. (a) The application shall stale the name and business of any third person to whom any funds obtained from the proposed deductions are to be transmitted and the affiliation of such person, if any, with the applicant. [29 FIR 97, Jan. 4, 1964, as amended at 36 FIR 9771, May 28, 1971] Sec. 3.8 Action by the Secretary of Labor upon applications. The Secretary of Labor shall decide whether or not the requested deduction is permissible under provisions of Sec. 3.6; and shall notify the applicant in writing of his decision. Sec. 3.9 Prohibited payroll deductions. Deductions not elsewhere provided for by this part and which are not found to be permissible under Sec. 3.6 are prohibited. Sec. 3.10 Methods of payment of wages. The payment of wages shall be by cash, negotiable instruments payable on demand, or the additional forms of compensation for which deductions are permissible under this part. No other methods of payment shall be recognized on work subject to the Copeland Act. Sec. 3.11 Regulations part of contract. All contracts made with respect to the construction, prosecution, completion, or repair of any public building or public work or building or work financed in whole or in part by loans or grants from the United States covered by the regulations in this part shall expressly bind the contractor or subcontractor to comply with such of the regulations in this part as may be applicable. In this regard, see Sec. 5.5(a) of this subtitle. Slesmic Safety -42 U.S.C. 7791 at seq. 49, CFR Part 41 The Seismic Safety requirements apply only to contracts for the construction of new buildings or additions to existing buildings. The contractor agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to the extent required by the regulation. The contractor also agrees to ensure that all work performed under this contract including work performed by a subcontractor is in compliance with the standards required by the Seismic Safety Regulations and the certication of compliance issued on the project Non Construction Activities Non Construction Employee Protection Requirements (Except for supplies/raw materials) The Contractor agrees to comply with and assures compliance by other Project participants with any applicable employee protection requirements for nonconstruchon employees of the Contract Work Hours and Safety Standards Act, as amended, 40 U S.0 §§ 3701 of seq., in particular with the wage and hour requirements of section 102 of that Act at 40 U S.0 § 3702, and with implementing U S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstructon Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 C F.R Part 5 Transit Operations Transit Employee Protective Arrangements -49 U.S.C. § 5310, § 5311, and § 5333; 29 CFR Part 215 The Contractor agrees to the comply with applicable transit employee protective requirements as follows a. General Transit Employee Protective Requirements - To the extent that FTA determines that transit operations are involved, the Contractor agrees to carry out the transit operations work on the underlying contract in compliance with terms and conditions determined by the U S. Secretary of Labor to be fair and equitable to protect the interests of employees employed under this contract and to meet the employee protective requirements of 49 U S C. A 5333(b), and Us DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the letter of certification from the U.S. DOL to FTA applicable to the FTA Recipient's project from which Federal assistance is provided to support work on the underlying contract. The Contractor agrees to carry out that work in compliance with the conditions stated in that U.S. DOL letter. The requirements of this subsection (1), however, do not apply to any contract financed with Federal assistance provided by FTA either for projects for elderly individuals and individuals with disabilities authorized by 49 U.S.C. § 5310(a)(2), or for projects for nonurbanized areas authorized by 49 U.S.C. § 5311. Alternate provisions for those projects are set forth in subsections (b) and (c) of this clause. b. Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. § 5310(a)(2) for Elderly Individuals and Individuals with Disabilities - If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5310(a)(2), and it the U S. Secretary of Transportation has determined or determines in the future that the employee protective requirements of 49 U S.C. § 5333(b) are necessary or appropriate for the state and the public body sultrecipient for which work is performed on the underlying contract, the Contractor agrees to carry out the Project in compliance with the terms and conditions determined by the Us Secretary of Labor to meet the requirements of 49 U S.0 § 5333(b), U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the U.S. DOUs letter of certification to FTA, the date of which is set forth Grant Agreement or Cooperative Agreement with the state. The Contractor agrees to perform transit operations in connection with the underlying contract in compliance with the conditions stated in that U.S. DOL letter. C. Transit Employee Protective Requirements for Projects Authored by 49 U.S.C. § 5311 in Nonurbanized Areas - If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5311, the Contractor agrees to comply with the terms and conditions of the Special Warranty for the Nonurbanized Area Program agreed to by the U.S. Secretaries of Transportation and Labor, dated May 31, 1979, and the procedures implemented by U.S. DOL or any revision thereto. The Contractor also agrees to include the applicable requirements in each subcontract involving transit operations financed in whole or in part with Fedeml assistance provided by FTA Charter Service Operation -49 U.S.C. 5323(d), 49 CFR Part 604 Charter Service Operations - The contractor agrees to comply with 49 U.S.C. 5323(d) and 49 CFR Part 604, which provides that recipients and subrecipients of FTA assistance are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except under one of the exceptions at 49 CFR 604.9. Any charter service provided under one of the exceptions must be "incidental," i.e., it must not interfere with or detract from the provision of mass transportation. School Bus Operation -49 U.S.C. 5323(f) or (g), 49 CFR Part 605 Pursuant to 49 U.S.C. 5323(f) and 49 CFR Part 605, recipients and subrecipients of FTA assistance may not engage in school bus operations exclusively for the transportation of students and school personnel in competition with private school bus operators unless qualified under specified exemptions. When operating exclusive school bus service under an allowable exemption, recipients and subrecipients may not use federally funded equipment, vehicles, or facilities. Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations - 49 U.S.C. §5331, 49 CFR Part 655 The contractor agrees to establish an anti -drug use and alcohol misuse program that complies with 49 CFR Part 655, produce any documentation necessary to establish its compliance with Part 655, and permn any authorized representative of the United States Department of Transportation or its operating administrations, the State Oversight Agency of Arizona, or Sun Tran, to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Part 655 and review the contractors testing process. The tractor a eqq further to certrfv annually its moliance with Part 655 thirty dayy before July 1st of each y1( an�to submR the Mangy ent Information S� tem (MIS (marts ih rtyda before March i5eeach year to John Zukas. Tra sit Services Coordinator P. Box 2��10 Tucson AZ 85726. If the Contractor performs functions under the Federal Highway Administration (FHWA) and Federal Transit Administration (FTA), the contractor must comply with such applicable regulations. The Contractor's Drug Free Workplace Policy and the Contractor's Drug and Alcohol Policy/Pmgmm must clearly delineate the Contractor's responsibilities under their own Company policy, the FHWKs regulations, and the FTKs regulations respectively. Privacy Act - 5 U.S.C. 552 When a grantee maintains files on drug and alcohol enforcement activities for FTA, and those files are organized so that information could be retrieved by personal identifier, the Privacy Act requirements apply to all contracts. The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract: 1. The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. § 552a. Among other things, the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the Federal Government. The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract. 2. The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA Planning, Research, Development and Demonstration Projects Patent And Rights In Data - 37 CFR Part 401, 49 CFR Parts 18 and 19 CONTRACTS INVOLVING EXPERIMENTAL, DEVELOPMENTAL, OR RESEARCH WORK. A Rights in Data - This following requirements apply to each contract involving experimental, developmental or ressamh work: 1. The term "subject data" used in this clause means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the contract. The term includes graphic or pictorial delineation in media such as drawings or photographs; text in specifications or related performance or design -type documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. Examples include, but are not limited to: computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information. The term "subject data" does not include financial reports, cost analyses, and similar information incidental to contract administration. 2. The following restrictions apply to all subject data first produced in the performance ofthe contract to which this Attachment has been added: a. Except for its own internal use, the Purchaser or Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the Purchaser or Contractor authorize others to do so, without the written consent of the Federal Government, unfit such time as the Federal Government may have either released or approved the release of such data to the public; this restriction on publication, however, does not apply to any contract with an academic institution. b. In accordance with 49 C.F.R. § 18.34 and 49 C.F.R. § 19.36, the Federal Government reserves a royalty -free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for "Federal Government purposes,' any subject data orcopyright described in subsections (2)(b)l and (2)(b)2 ofthis clause below. As used in the previous sentence, "For Federal Government purposes," means use only for the direct purposes of the Federal Government. Without the copyright owners consent, the Federal Government may not extend its Federal license to any other party. 1. Any subject data developed under that contract, whether or not a copyright has been obtained; and 2. Any rights of copyright purchased by the Purchaser or Contractor using Federal assistance in whole or in part provided by FTA. c When FTA awards Federal assistance for experimental, developmental, or research work, it is FTA's general intention to increase transportation knowledge available to the public, rather than to restrict the benefits resulting from the work to participants in that work. Therefore, unless FTA determines otherwise, the Purchaser and the Contractor performing experimental, developmental, or research work required by the underlying contract to which this Attachment is added agrees to permit FTA to make available to the public, either FTA's license in the copyright to any subject data developed in the course of that contract, or a copy of the subject data first produced under the centmct for which a copyright has not been obtained. If the experimental, developmental, or research work, which is the subject of the underlying contract, is not completed for any reason whatsoever, all data developed under that contract shall become subject data as defined in subsection (a) of this clause and shall be delivered as the Federal Government may direct. This subsection (c) , however, does not apply to adaptations of automatic data processing equipment or programs for the Purchaser or Contractor's use whose costs are financed in whole or in part with Federal assistance provided by FTA for transportation capital projects d Unless prohibited by state law, upon request by the Federal Government, the Purchaser and the Contractor agree to indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the Purchaser or Contractor of proprietary rights, copynghts, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract. Neither the Purchaser nor the Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government. e. Nothing contained in this clause on rights in data shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent f. Data developed by the Purchaser or Contractor and financed entirely without using Federal assistance provided by the Fedeml Government that has been incorporated into work required by the underlying contract to which this Attachment has been added is exempt from the requirements of subsections (b), (c), and (d) of this clause , provided that the Purchaser or Contractor identifies that data in writing at the time of delivery of the contract work. g. Unless FTA determines otherwise, the Contractor agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. 3. Unless the Fedeml Government later makes a contrary determination in writing, irrespective of the Contractors status (Le, a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual, etc ), the Purchaser and the Contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37 C.F.R. Part 401. 4. The Contractor also agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. B. Patent Rights - This following requirements apply to each contract involving experimental, developmental, or research work: 1. General - If any invention, improvement, or discovery is conceived or first actually reduced to practical the course of or under the contract to which this Attachment has been added, and that invention, improvement, or discovery is patentable under the laws of the United States of Amenca or any foreign country, the Purchaser and Contractor agree to take actions necessary to provide immediate notice and a detailed report to the party at a higher her until FTA is ultimately notified. 2. Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractors status (a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual), the Purchaser and the Contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U S. Department of Commerce regulations, 'Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,' 3. The Contractor also agrees to include the requirements of this clause in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. Turnkey and Other Acquisitions Made by a Third Party Contractor Assuming the Role of Sun Train Bus Testing - 49 U.S.C. 5323(c), 49 CFR Part 665 The Contractor or Manufacturer agrees to comply with 49 U.S.C. A 5323(c) and FTA's implementing regulation at 49 CFR Part 665 and shall perform the fallowing 1. A manufacturer of a new bus model or a bus produced with a major change in components or configuration shall provide a copy of the final test report to Sun Tren at a point in the procurement process specified by Sun Tran which will be prior to Sun Tran's final acceptance of the first vehicle. 2. A manufacturer who releases a report under paragraph 1 above shall provide notice to the operator of the testing facility that the report is available to the public. 3. If the manufacturer represents that the vehicle was previously tested, the vehicle being sold should have the identical configuration and major components as the vehicle in the test report, which must be provided to Sun Tran prior to recipienfs final acceptance of the first vehicle. If the configuration or components are not identical, the manufacturer shall provide a description of the change and the manufacturer's basis for concluding that it is not a major change requiring additional testing. 4. If the manufacturer represents that the vehicle is "grandfathered" (has been used in mass transit service in the United States before October 1, 1988, and is currently being produced without a major change in configuration or components), the manufacturer shall provide the name and address of Sun Tran of such a vehicle and the details of that vehicle's configuration and major components. Pre -Award and Post -Delivery Audit Requirements .49 U.S.C. 5323,49 CFR Part 663 The Contractor agrees to comply with 49 U.S.C. § 5323(I) and FTA's implementing regulation at49 C.F.R. Part 663 and to submit the following certifications: 1. Buy America Requirements: The Contractor shall complete and submit a declaration certifying either compliance or noncompliance with Buy America. If the Bidder/Offeror certifies compliance with Buy America, it shall submit documentation which lists: a. component and subcomponent parts of the rolling stock to be purchased identified by manufacturer of the parts, their country of origin and costs; and; b. the location of the final assembly point for the rolling stock, including a description of the activities that will take place at the final assembly point and the cost of final assembly. 2. Solicitation Specification Requirements: The Contractor shall submit evidence that it will be capable of meeting the bid specifications. 3. Federal Motor Vehicle Safety Standards (FMVSS): The Contractor shall submit: a. manufacturer's FMVSS self -certification sticker information that the vehicle complies with relevant FMVSS or; b manufacturer's certified statement that the contracted buses will not be subject to FMVSS regulations Miscellaneous Special Requirements Environmental Protection 42 U.S.C. 4321 at seq., 49 U.S.C. 5324(b) at seq., 40 CFR Part 1500 at seq., 23 CFR Part 771, 49 CFR Part 622 The Contractor agrees to comply with all applicable requirements of the National Environmental Policy Act of 1969, as amended, 42 U SC §§ 4321 at seq. consistent with Executive Order No. 11514, as amended, "Protection and Enhancement of Environmental Quality," 42 U.S.C. § 4321 note; ETA statutory requirements on environmental matters at 49 U SC § 5324(b); Council on Environmental Quality regulations on compliance with the National Environmental Policy Act of 1969, as amended, 40 C.F R. Part 1500 at seq., and joint FHWA/FTA regulations, "Environmental Impact and Related Procedures," 23 C.F.R. Part 771 and 49 C.F.R. Part 622 Energy Conservation Requirements -42 U.S.C. 6321 at seq., 49 CFR Part 18 Contractor shall recognize 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. Metric System Requirements —15 U.S.C. 205a at seq. As required by U.S. DOT or FTA, Sun Tran agrees to use the metric system of measurement in its Project activities, as may be required by 15 U SC §§ 205a at seq; Executive Order No 12770, "Metric Usage in Federal Government Programs," 15 U.S C. § 205a note; and other regulations, guidelines, and policies issued by U.S DOT or ETA To the extent practicable and feasible, Sun Train agrees to accept products and services with dimensions expressed in the metric system of measurement. National ITS Architecture The Contractor agrees to conform, to the extent applicable, to the National Intelligent Transportation Systems (ITS) Architecture and Standards as required by SAFETEA LU § 5307(c), 23 U SC § 512 note, and comply with ETA Notice, "ETA National ITS Architecture Policy on Transit Protects" 66 Fed Reg 1455 at seq , January 8, 2001, and to any subsequent further implementing directives, except to the extent ETA determines otherwise in writing. Recycled Products (for items designated by the EPA) The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. Seat Belt Use In accordance with the provisions of Executive Order No. 13043, "Increasing Seat Belt Use in the United States," April 16, 1997, 23 U.S.C. § 402 note, the contractor is encouraged to adopt and promote on-the- job seat belt use policies and programs for its employees and other personnel that operate company - owned, rented, or personally operated vehicles, and to include this provision in any subagreements, leases, third parry contracts, or other similar document in connection with the Project. Text Messaging While Driving In accordance with Executive Order No. 13513,Fedeml Leadership on Reducing Text Messaging While Driving, October 1, 2009, 23 U.S.C.A. § 402 note, and DOT Order 3902.10, Text Messaging While December 30, 2009, the contractor is encouraged to comply with the terms of the following Special Provision. a. Definitions As used in this Special Provision: (1) "Driving" means operating a motor vehicle on a roadway, including while temporarily stationary because of traffic, a traffic light, slop sign, or otherwise. "Driving" does not include being in your vehicle (with or without the motor running) in a location off the roadway where it is safe and legal to remain stationary. (2) "Text Messaging" means reading from or entering data into any handheld or other electronic device, including for the purpose of short message service texling, e-mailing, instant messaging, obtaining navigational information, or engaging in any other form of electronic data retrieval or electronic data communication. The term does not include the use of a cell phone or other electronic device for the limited purpose of entering a telephone number to make an outgoing call or answer an incoming call, unless the practice is prohibited by State or local law. It. Safety. The Grantee is encouraged to: (1) Adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers including policies to ban text messaging while driving - (a) Grantee -owned or Grantee -rented vehicles or Government -owned, leased or rented vehicles; (b) Privately -owned vehicles when on official Project related business or when performing any work for or on behalf of the Project; or (c) Any vehicle, on or off duty, and using an employer supplied electronic device. (2) Conduct workplace safety initiatives in a manner commensurate with the Grantee's s; size, such a (a) Establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving; and (b) Education, awareness, and other outreach to employees about the safety risks associated with texting while driving. (3) Include this Special Provision in its subagreements with its subrecipients and third party contracts and also encourage its subrecipients, lessees, and third party contractors to comply with the terms of this Special Provision, and include this Special Condition in each subagreement, lease, and third party contract at each tier financed with Federal assistance provided by the Federal Government. Federal Davis -Bacon Wage Rates The Federal Wage Rates applicable to this Contract are set forth in the following Document. INSERT MOST RECENT WAGE DECISION INFORMATION HERE Certifications BUY AMERICA CERTIFICATION CERTIFICATION FOR PROCUREMENT OF STEEL OR MANUFACTURED PRODUCTS (To be submitted with each bid or offer exceeding $100,000) (To be signed and submitted by the bidder/offeror) Certification requirement for all procurements except buses, other rolling stock and associated equipment. A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification (below) with all bids on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as non -responsive. This requirement does not apply to lower tier subcontractors. Certification requirement for procurement of steel, iron, or manufactured products. Certificate of Compliance with 49 U.S.C. 53230)(1) The bidder or offeror hereby certifies that it will meet the requirements of 49 U.S.C. 53230)(1) and the applicable regulations in 49 CFR Part 661. Date Signature Company Name Title Certificate of Non -Compliance with 49 U.S.C. 53230)(1) The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 53230)(1), but it may qualify for an exception pursuant to 49 U.S.C. 53230)(2)(B) or 0)(2)(D) and the regulations in 49 CFR 661.7. Date Signature Company Name Title BUY AMERICA CERTIFICATION CERTIFICATION FOR PROCUREMENT OF STEEL OR MANUFACTURED PRODUCTS Certification requirement for procurement of buses, other rolling stock and associated equipment. (To be submitted with each bid or offer exceeding $100,000) (To be signed and submitted by the bidder/offeror) Certificate of Compliance with 49 U.S.C. 53230)(2)(C). The bidder or offeror hereby certifies that it will comply with the requirements of 49 U.S.C. 53230)(2)(C) and the regulations at 49 CFR Part 661. Date Signature Company Name Title Certificate of Non -Compliance with 49 U.S.C. 53239)(2)(C) The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 53230)(2)(C), but may qualify for an exception pursuant to 49 U.S.C. 53230)(2)(B) or 0)(2)(D) and the regulations in 49 CFR 661.7. Date Signature Company Name Title TRANSIT VEHICLE MANUFACTURER'S DBE CERTIFICATION Certificate of Compliance with 49 CFR part 26. CERTIFICATION REQUIREMENT FOR PROCUREMENT OF TRANSIT VEHICLES ONLY (To be submitted with all bids or offers for transit vehicles) (To be signed and submitted by the manufacturer of the product offered) This procurement is subject to the provisions of 49 CFR Part 26. Accordingly, as a condition of permission to bid, the following certification must be completed and submitted with the bid. A bid that does not include the certification must be rejected as non -responsive and not considered for evaluation and award. I hereby certify that the offeror has complied with the requirements of 49 CFR part 26, Participation by Disadvantaged Business Enterprises in DOT Programs, and that its goals have been approved, or not disapproved, by the Federal Transit Administration. Name of Offeror Signature of the Offeror's Authorized Official Name and Title of the Offeror's Authorized Official Date CERTIFICATION REGARDING LOBBYING CERTIFICATION FOR CONTRACTS, GRANTS, LOANS, AND COOPERATIVE AGREEMENTS (To be submitted with each bid or offer exceeding $100,000) (To be submitted by the bidder/offeror) The undersigned Contractor certifies, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S.C. 1601, at seq.)] 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. [Note: Pursuant to 31 U.S.C. § 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Contractor, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, at seq., apply to this certification and disclosure, if any. Signature of Contractor's Authorized Official Name and Title of Contractors Authorized Official Date CERTIFICATION OF COMPLIANCE WITH FTA'S BUS TESTING REQUIREMENTS (Pertains only to the acquisition of Turnkey Rolling Stock over $100,000)) (To be signed and submitted by the manufacturer of the product offered) The undersigned Manufacturer certifies that the vehicle offered in this procurement complies with 49 U.S.C. A 5323(c) and FTA's implementing regulation at 49 CFR Part 665. The undersigned understands that misrepresenting the testing status of a vehicle acquired with Federal financial assistance may subject the undersigned to civil penalties as outlined in the Department of Transportation's regulation on Program Fraud Civil Remedies, 49 CFR Part 31, In addition, the undersigned understands that FTA may suspend or debar a manufacturer under the procedures in 49 CFR Part 29. Date: Signature: Company Name: Title: Protest Procedures For Federal Transit Administration Funded Projects City Of Tucson Protest Procedures For Federal Transit Administration (FTA) Funded Projects A protestant must exhaust aff City of Tucson Procurement administrative procedures and remedies before pursuing a protest with the FTA. 1. Any and all protests shall be in writing and shall be fled with the Director of Procurement, City of Tucson, Arizona. A protest relating to the process for determining the most responsive and responsible proposer shall be filed within ten (10) calendar days after the protestor knows or should have known the basis of the determination A protest of a proposed award or rejection shall be filed within ten (10) calendar days after the protestor knows or should have known the basis of the protest. The Contract Officer shall respond to a protest within fourteen (14) calendar days after the receipt of the protest. The Procurement Director may grant the Contract Officer an extension for the response If warranted. A request for reconsideration of any and all determinations by the Contract Officer shall be filed with the Procurement Director within seven (7) calendar days after the receipt of the determination. 2. A protest shall include: A The name, address, and telephone number, including FAX number ifavailable, of the protestor, B. The signature of the protestor or authorized representative, C. Identification of the contract/solicitation; D. A detailed statement of the legal and/or factual grounds of protest including copies and/or citations of relevant documents, and; E. The form of relief requested. 3. If any of the above information is omitted or incomplete, then the Protestor shall be notified, in writing, within two (2) calendar days after that determination, and the Protestor shall have two (2) calendar days in which to remedy the specified problem. 4. The City will not make award prior to the resolution of a protest, or open bids prior to resolution of a protest filed before bid opening unless the Procurement Director determines in writing that it is in the best interests of the City or in keeping with Item 7 of this procedure to do otherwise Potential contractors will be advised of a pending protest if the protest is fled before award 5. The Procurement Director may allow for an informal conference on the merits of a protest with all interested parties allowed to attend. Interested parties include all bidders/offerors, and may also include a subcontractor or supplier provided they have a substantial economic interest in a portion of the IFB or RFP. 6. The Procurement Director shall respond "in writing', in detail, to each substantial issue mised in the protest. The Procurement Director has the sole authority to make determinations for the City, and a determination shall be considered final when it is labeled as such. A request for reconsideration will be allowed by the Procurement Director if he determines that data has become available that was not previously known, or that there has been an error of law or regulation. T The City may proceed with a procurement when a protest is pending if the City determines that: A. The items to be procured are urgently required; B. Delivery or performance will be unduly delayed by failure to make the award promptly; or C. Failure to make award will otherwise cause undue harm to the grantee for the Federal Government, 8. FTA will only entertain a protest that alleges: 1. The City failed to have or to adhere to its protest procedures, or failed to review a complaint or protest; or 2. Violations of Federal law or regulation. A protest to FTA must be filed in accordance with FTA Circular 4220.1 F, available from the Contract Officer. Specifically, protestors shall file a protest with FTA Region 9 or FTA Headquarters Office no later than five (5) days after a final decision is rendered under the City's protest procedure. In instances where the protestor alleges that the City failed to make a final determination on the protest, protestors shall file a protest with FTA not later than five (5) calendar days after the protester knew or should have known of the grantee's failure to render a final determination on the protest. A protest fled with FTA shall. A. Include the name and address of the protestor. B. Identify the grantee, project number, and the number of the contract solicitation. C. Contain a statement of the grounds for protest and any supporting documentation. This should detail the alleged failure to have or adhere to protest procedures, failure to review a complaint or protest; or Violation of Federal law or regulation. D. Include a copy of the local protest filed with the grantee and a copy of the grantee's decision, if any. CITY OF TucSON Contract No. 240078 - 01 Maintenance Repair and Operations (MRO) Supplies, Parts, Equipment, and Materials Vendor: W.W. Grainger, Inc. Table of Contents 1. Vendor's Response to Intent to Negotiate/Best and Final Offer (BAFO) 2. City's Intent to Negotiate/BAFO Request 3. Vendor's Response to RFP No. 240078 4. RFP No. 240078 5. Insurance sir* aF TuO 5. Insurance Rd CERTIFICATE OF LIABILITY INSURANCE °ATM`s fib= THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHiS UPON THE CERTIFlLIATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATWELY AMEND, —END OR ALTER THE COVERAGE AFFORDED By THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS, AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. MPORT - If IM1e cerllflcme M1oltler is an ADDITIONAL INSURED, I1e "1111(ies) most 11 1 ADDITIONAL INSURED 1111 lops or be endorsed. If SUBROGATION IS WAIVED, soblem 10 IM1e terms and conditions of IM1e Oollcy, cerNln policies may require an entlorsemeM. 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OFI " E INSURANCE AFFORDED By THE POLICIES CEIOIBY PAID CLAIMS AIMSHEREIN IS SUBJECT TO ALL THE TER.S. �Nq�mEtlA°mpR.xcEDR R�PaxP,axP xPk.ER N°yy:�G"U.r���"1EA L L�Nna slo.000.000j lenOwnoc $10 , Pa xluEcEeE 00 o�EAo� DDDD.oDos.;000� XH— e—lo ; ANNLE 1-1 ✓ Y BA19438E55 01/01/2014 01/01/10l Y2,00D,000I w ,•m,•, RVIFxwxxr) y RV IPerrmaeml y RE1uu O,HR n2 lons1 fU2x�0°cuRRwcE 31U, uuu, 000 f1 I e S A_ Si apPli esOpe policy terns 1 RE Te s10 00� ER,, Iw _ ANP aWlaa/ u1/01/tutvyll/01/tuts�K s10, 000, 000� wlovsxsuae �R�001888 O1/O1/202a OS/01/20y 51, 000, 000 M.n ,"uvmF:m"" °F°' m a x A DE °� a sl, 000, 000 $In aP IS IEL Nt si 000 oo D1/o1/2g1. gl/o1/2 l Ek E t . u�— A E :: worker: —IS.—I.. nRAaw sal er erg one Iles m:ease - sal Ems sl, 000. 000l� pphee p pm,a c e a cpnm ; sl, 000,000m iE �R/c0 rE ono. 2400T8-011,, Nair Am 0 e •AAp ,wand Operata0nzw(Nxo) suppliee�, 1— pment :Hale and el area y a[YaxallP z lamedal 1 aFZoir.pc nfUerence Bo The �e ii f, cate'nolaer , ncmaetl a ured tamed CG 0 26 1 9 and 20 8 11) 13Tw'tnn' p85]0 - policy and A to Li bili ty ealrfiere q i- BY wrtten contras :Herat L,ab,l,ty eY tlen-dsllere,n ,B 'Irma y�andl xa - antr "'I y0t0 other a,labl eu dd—. al insured, but only n acc dance with M1e p01,cy's pr v,s ,nwh- requ,red by w e w fiver 0f SubrOgga ton is granted in avor of certificate xDlder to ac—rdanc "tM the poliq provi'fan' of th --Al rib, l,ty, Aucomob,le L,ab, l,ty and workers C-p—t,an Palk,:', A— requ red by rvrtten cot act. NA. CERTIFICATE HOLDER CANCELLATION _ Roucr .. DATE E0R —1— .1- eE DEswERED Ix uc0spu cE Mm txE - af T NzaDRERRESExramE 255 � l ametlz cson e etp Floor c n85]01 us eaW+wusGp ®1988-2015 ACORD CORPORATION. All ngbNt reserved. ACORD 25(201BI03) The ACORD nameand logo—,e istered marks of ACORD AGENCY CUSTOMER ID: 10168055 A ^ _ LOC k: �r ADDITIONAL REMARK�S�SCHEDULE IAo isk Services Central, Inc. IW.W. Grainger, Inc. and its See Certificate Number: 510108143953 see erti ficate rvumber: 5]0108143953 Ixnc wuE Isrrsctrve 0nre ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TIME: Ca d—, of L,Ndy Insurance amed xnzureds including zoro Tools, xnc. and Fabory U.S.A., Ltd. Atoxo ror lzOMmrl z00e ACORD coRFORAnoN. ema reae.rea. POLICY NUMBER: RGD3001890 COMMERCIAL GENERAL LIABILITY CG 20 26 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization where required by written contract provided that such contract was executed prior to the date of loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to Include as an additional Insured the persons) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, In whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The Insurance afforded to such additional Insured only applies to the extent permitted by aw, and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the fallowing is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional Insured Is the amount of Insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of Insurance; whichever is less. This endorsement shall not Increase the applicable limits of insurance CG 20 26 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: RAD9438255 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modNes insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below Named Insured: W.W. Grainger, Inc. Endorsement Effective Date: January 1, 2024 SCHEDULE Name Of Person(s) Or Organizatlon(s): Any person or organization where required by written contract provided that such contract was executed prior to the date of loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Parsgraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 20 01 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. CG 20 01 12 19 © Insurance Services Office, Inc, 2018 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 24 53 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) - AUTOMATIC This endorsement modifies insurance provided under the fallowing: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV - Conditions: We waive any right of recovery against any person or organization, because of any payment we make under this Coverage Pan, to whom the insured has waived its right of recovery in a written contract or agreement. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person or organization prior to loss. CG 24 53 12 19 © Insurance Services Office, Inc, 2018 Page 1 of 1 POLICY NUMBER: RAD9438255 COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: W.W. Grainger, Inc. Endorsement Effective Date: January1, 2024 SCHEDULE Name(s) Of Pannonia) Or Organization(s): Any person or organization where required by written contract provided that such contract was executed pnorto the date of loss. Information re uired to complete this Schedule if not shown above will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 441013 © Insurance Services Office, Inc., 2011 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 0313 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy We will not enforce our night against the person or organization named In the Schedule. (This agreement applies only to the extent that you perform work under a mitten contractthat requires you to obtain this agreement from us ) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Where required by written agreement signed prior to loss. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated, (The information below is required only when this endorsement is issued subsequent to preparation of the policy) Endorsement Effective Policy No. Endorsement No. Insured RWD3001887 Premium Included W.W. Grainger, Inc. Countersi d b Insurance Company gne y_ XL Specialty Insurance Company WC 00 03 13 (Ed. 4-84) Exhibit C CONFUCT OF INTEREST QUESTIONNAIRE Par we+cror doing buslimess wM kcal govermumial aridity Ttm qufrtwnrob■ rmfwAa crwvuM rr mu Io III■ lase by h B. n. Mu Liw- R&plar Smaian T ns &A -+i—mm Pp w% And on *xw-umq+ -Kh f, *aw * M. Imp Oorwmww a Oda. tv a vwwX- wft rW It PWlWW '041WWY0 M 01 V. SM*4r 47400114 SI -0 ■ W.49 jV,+ : %MFr "lhr WXW rMHPL MqWrWPWJI awmNt S4+.W, 176Uli P'ti tlt Lawfm gi,aooera m TmAd w Zwd ant, the moor& Mesa&W d *a lDcw gp.■rmTWnl ,rday"Umi ftW V4 r d O,WIi ft 4ft &W 4yhY lhil rWW L� awAM &I'*F7 * Mgkd4 Zr1 VAOM " b" Mod Sr �7i75ib �i L+u4�+rrr+F Cad i4 ?WrOD3 VWTSUR Rn prWAv a Ix■ -Wnlo KMrM" wry'$ SOCWn 17&06& Lml [3qWWrmM&+d C--.+r k. pArrSar ,�Mnr nFz '}�¢rjr5 , a Rrrrt,�ny�T'F T #iiR4�4F�if1¢O! �Yh¢hidCi F�dSrrr�■ rdtitibrldrlWp Wl1k1G{8lptiFglMSMAii1 �i15N1'F. FORM CIQ op"mimmy Eipr th-- Grainger FA ❑ cJneKklmSllDxiFyvuAM1141rL9dn UPdM@FA4KPWOOUGIVNWRtlFSkl0l AIFft 110 lEft fM-Awm VWQ lmjr-weanlvd D r� �a4Qii 61h7ed,3+re W.h itV i Mg"a d-V aLrlhrdLV rqj LiLIV ltiau,• t"do '01 L v)aS5 dap a1vtft am 91I'Mdnm ri,Li 0eCHrM 41YO10 VW t]ro tVIg116hF.r r Jedg,_,.r.,�lp *A$ * -cm mw-43jalf.l N¢m,p pR Cp}I +rtr,trf�rnr Q1tld� oA �rhdrn Chr Ididpd rrriLlgrr 9i geld+�j diigr — hA Nagle d(31fr-gd # DwM:t r* #:Ch uWaytr Orr pfilgrF husUrtb* nWWtkWLW%lV WIMI VW IDCLW Rwmw mol of%W, or a hrlrUg uomboff of 61111, olgter, ■!&6Wft*d by SOCOM IM003ildYj 4 Alfvdi0*[ubd erly lwdlx t0L l;0tksWpwCth Irrlt f0=1 VMfnnMW4d1E0UFr Go&�*3105p"A*ryEEIN1or OSO WqpLDVPnnt*f lMy!hrelalidoLhlp000CAW. ARM naidulh4r* 10VbkFCrVi cost r.�mq- A IM ho mm DNemrrlprll elk= or * tmikiy rt"wm nt ow .dtll hrr m-q pr" Ia rwFr■ Uwj r& Y' rhim- Vhmt 111211 MOPTnMI maWF4, tram th+ *RWd#1 Tm Q No PL u OV V =Cr MC4ff.-r lj 0+ WDVr CO Ma" tOM M �Mff . OTV Wh= WMDRWWM M ". rrW rrr P1 900 OrwiOn plislr I� �rnrtrclumr 3fti[�r d+ FI J�iellt r111r1r>�1r a11i14�1�'ll 1W� QIFi+IA#i1�4 ��gniE 1p I"r�l 1r1c�+ird r�0[R nw 7-145 E w S C4" w hmmAwmwd o1` 4w mm� Sedlbm 1 &mkvWrls with i 4+7rr� m;m0*n w Oil told r - Ordlty -Rh momw1 10 '11. h m" RX3, wmOwtr ent pflk- yb-ipt # Nn #MW 0,r dki�c Wr. Or hd#i On OWtrOI "10 VfttWnof of*PWWI O06f4f. ElOFF�tl* N1hAV0105WKO�+LOW�00VmrrrrPMaSr#>4Urtylp114NI rc&ffibnpr��ri4OtffiL OQlltK as drgtrr i In 4 1'{a!i k tt' G giMs +d LB SAdW 1 MDDQ Vm t i rrmat qr vwdw 0pr %VhWWaoa a4h"pWPrl24M,W A" Form pmrgra b0 'TQLR0 FdF.K■ CCR4MUM ,ffww ipth c■ ilau ri.,a 7WIOM2d CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.leg is.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code & 176.001 (1 -a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code 6176.003(a)(2)(A) and (B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code 6176.006(a) and (a-1) (a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 12/11/24, 8:55AM M&C Review Official site of the City of Fort Worth, Texas CITY COUNCIL AGENDA FooWuni Create New From This M&C REFERENCE **M&C 24- 13P COOP OP 240078 DATE: 12/10/2024 NO.: 1060 LOG NAME: MRO EQUIPMENT ML CITY CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (ALL) Authorize Execution of Agreement with W.W. Grainger, Inc Using Omnia Partners Cooperative Contract No. 240078 for Maintenance, Repair, and Operation Products and Services for an Annual Amount Up to $7,700,000.00 for the Initial Term and Authorize Four (4) One -Year Renewal Options for the Same Annual Amount for All City Departments RECOMMENDATION: It is recommended that the City Council authorize execution of an agreement with W.W. Grainger, Inc using Omnia Partners cooperative contract No. 240078 for maintenance, repair, and operation products and services for an annual amount up to $7,700,000.00 for the initial term and authorize four (4) one-year renewal options for the same annual amount for all City departments DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to authorize execution of an agreement with W.W. Grainger, Inc for maintenance, repair, and operation (MRO) products and services. This City-wide agreement will be used by various departments to purchase necessary MRO services and supplies for day-to-day and project specific needs. W.W. Grainger, Inc provides industrial maintenance, repair and operating supplies such as door hardware, electric motors, electric and gasoline -powered saws, pumps, light bulbs, drills, bearings, seals, hydraulic and pneumatic components, safety equipment, fittings and other industrial supplies. COOPERATIVE PURCHASE: State law provides that a local government purchasing an item under a cooperative purchasing agreement satisfies State laws requiring that the local government seek competitive bids for the purchase of items. Omnia Partners Contracts have been competitively bid to increase and simplify the purchasing power of local government entities. Omnia Partners published Request For Proposal No. 240078 MRO Supplies, Parts, Equipment, and Materials on February 8, 2024 and February 12, 2024. Contract No. 240078 was awarded to W.W. Grainger, Inc. on March 28, 2024. FUNDING: Funding is budgeted in the General Fund for all participating departments. ADMINISTRATIVE CHANGE ORDERS -An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval. TERM: The initial term of the agreement will begin on January 1, 2025 and end on December 31, 2025. RENEWAL TERMS: The agreement may be renewed for four (4) additional one-year terms. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. A Business Equity goal is not assigned when purchasing from an approved purchasing cooperative or public entity. This project will serve ALL COUNCIL DISTRICTS. FISCAL INFORMATION/CERTIFICATION: apps. cfwnet.org/cou nciI_packet/mc_review.asp?I D=32766&counci Idate=12/10/2024 1 /2 12/11/24, 8:55AM M&C Review The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the participating departments' Operating Funds to support the approval of the above recommendation and execution of the agreement. Prior to any expenditure being incurred, the participating departments have the responsibility to validate the availability of funds. BQN\\ TO Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by_ Reginald Zeno (8517) William Johnson (5806) Originating Department Head: Additional Information Contact: ATTACHMENTS GraingerSAMS.pdf (CFW Internal) GraingerSOS.pdf (Public) Reginald Zeno (8517) Chris Harder (5020) Jo Ann Gunn (8525) Martha Lopez (6467) apps.cfwnet.org/counciI_packet/mc_review.asp?ID=32766&counciIdate=12/10/2024 2/2