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HomeMy WebLinkAboutTangram - Purchase Agreement - 01-19-2023DocuSign Envelope ID: 1365C1571-4024-499D-B18B-OD3971811E85 FORMAL COOPERATIVE PURCHASE AGREEMENT THIS AGREEMENT (Agreement) is made and entered into EFFECTIVE January 19, 2023 . by and between CITY OF FRESNO, a California municipal corporation (City), and NEW TANGRAM LLC., DBA TANGRAM, (Vendor). AGREEMENT NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and promises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows: 1. The Charter for the City allows for cooperative purchase agreements for materials, supplies, equipment, and public work of improvement. The City is allowed to piggyback an existing government agency's agreement, under Fresno City Charter 1208. The parties agree the Vendor was the lowest responsive and responsible bidder for Invitation for Bid (IFB) issued by Region 4 Education Service Center (ESC). The IFB is attached hereto as Exhibit A and is incorporated herein by reference. The Parties agree that the Vendor has entered a Cooperative Purchase Contract with Region 4 Education Service Center (ESC) through OMNIA PARTNERS (Original Government Contract). 2. Vendor's Obligation. Vendor shall provide those services and carry out that work described in the Original Government Contract, which is attached hereto as Exhibit B and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. 3. City's Obligation. City shall make to the Vendor those payments described in Exhibits A and B, subject to all the terms and condition contained or incorporated herein. 4. Notwithstanding the requirements that the Original Government Contract is fully binding on the Parties, the parties have agreed to modify certain non -material provisions of the Original Government Contract as applied to this Agreement between the Vendor and the City, as follows: a) City's Insurance and Indemnity provisions attached as Exhibit D. b) Address change for the City: Notwithstanding the address and contract information for the government entity as set out in Exhibit B, the Vendor agrees that notices and invoices will be sent to: City of Fresno Attention: Melissa Perales Purchasing Manager 2101 G. Street, Bldg. A Fresno, CA 93706 Phone: (559) 621-1157 FAX: (559) 457-1564 c) Notwithstanding anything in Exhibits A and B to the contrary, this Agreement shall be governed by, and construed and enforced in accordance with , the laws of the State of California, excluding however, any conflict of laws rule which would FIN-S Formal Cooperative Purchase Agreement (10-2022) DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 apply the law of another jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and dut8ies hereunder shall be Fresno County, California. d) All other provisions in the Original Government Contract are fully binding on the parties and will represent the agreement between the City and the Vendor. [Signatures follow on the next page.] FIN-S Formal Cooperative Purchase Agreement (10-2022) DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above written. CITY OF FRESNO, a Califq�nir�y By. nicipal corporation r t�iSSy„a �t,Vc�t,S 1/26/2023 e issa &ales Purchasing Manager No signature of City Attorney required. Standard Document #FIN-S Formal Cooperative Purchase Agreement (10-2022) has been used without modification, as certified by the under g,q,f�_,,O,, by. By: Satara. aqwt/., 1/26/2023 Sandra Gamez Procurement Supervisor ATTEST: TODD STERMER, CMC City Cle�ok57gnedby: By: fi" L bur 1/26/2023 Date Deputy Addresses: CITY City of Fresno Attention: Sandra Gamez 2101 G. Street, Bldg. A Fresno, CA 93706 Phone: (559) 621-1169 E-mail: Sandra.Gamez@fresno.gov Attachments: Exhibit A - Invitation For Bids Exhibit B - Original Government Contract Exhibit C - City's Insurance and Indemnity NEW TANGRAM LLC., DBA TANGRAM ��``❑ocu5iyntpd by: �WS�. f . tb"j�W U 12/21/2022 By: ll Name: 7oseph P. Lozowski Title: CEO , President (If corporation or LLC., Board Chair, Pres.) 12/22/2022 By: Name: Nick Greenko Title: CFO (If corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) Vendor: Tangram Interiors Attention: Tasha O'Neal 677 West Palmdon Drive Fresno, CA 93704 Phone: (559) 978-7983 E-mail: toneal@tangraminteriors.com FIN-S Formal Cooperative Purchase Agreement (10-2022) DocuSign Envelope ID: B65C1571-4024-4991)-B18B-OD3971811E85 EXHIBIT A Information For Bids FIN-S Formal Cooperative Purchase Agreement (10-2022) DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 Cffregion4Z 7145 West Tidwell Road - Houston, Texas 77092 (713)-462-7708 www.esc4.net NOTICE TO OFFEROR Solicitation Number 19-18 Request for Proposal ("RFP") by Region 4 Education Service Center ("ESC for Furniture, Installation, and Related Services SUBMITTAL DEADLINE: Wednesday, December 11, 2019, 2:00 PM CENTRAL TIME Questions regarding this RFP must be submitted in writing to Crystal Wallace, Business Operations Specialist, at quesfions@esc4.net no later than December 2, 2019. All questions and answers will be posted to htts://www.esc4.nettservicesl urchasin /re ion-4-❑mnia-solicitations. Offerors are responsible for viewing the website to review all questions and answers prior to submitting proposals. Oral communications concerning this RFP shall not be binding and shall in no way excuse an Offeror of the obligations set forth in this proposal. Proposals must be sealed, prominently marked with the RFP solicitation number, RFP title, RFP opening time/date and name of Offeror. Submissions must be received by the Region 4 ESC office at: 7145 West Tidwell Road, Houston, TX 77092 no later than 2:00 p.m. central time. Proposals received prior to the submittal deadline will be time -stamped upon receipt and kept secure and unopened. At the submittal deadline, Region 4 ESC will collect all proposals received before the deadline in the room designated for the proposal opening. Proposals will be opened and recorded publicly. Any proposal received later than the specified time, whether delivered in person, courier or mailed, will not be considered. Late proposals will be returned to sender unopened. NON -MANDATORY PRE -PROPOSAL CONFERENCE Offerors are strongly encouraged, but not required to participate in a pre -proposal conference with the Business Operations Specialist, which will be held on Thursday, November 21, 2019 at 10:00 am in the Region 4 ESC offices located at 7145 West Tidwell Road, Houston Texas 77092. To attend the conference, potential Offeror must notify Crystal Wallace, Business Operations Specialist, at cwallace esc4.net, by Friday, November 15, 2019. Offeror's who are unable to attend in person but would like to call in must also send an email to request call in instructions. The purpose of this conference is to clarify the contents of this RFP in order to prevent any misunderstanding of Region 4 ESC's position. Any doubt as to the requirements of this RFP or any apparent omission or discrepancy should be presented to Region 4 ESC at this conference. Region 4 ESC will then determine the appropriate action necessary, if any, and may issue a written addendum to the RFP. Oral statements or instructions will not constitute an addendum to this RFP. Publication Date: Thursday, November 7, 2019 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 I. SCOPE OF WORK Region 4 Education Service Center ("Region 4 ESC") requests proposals from qualified suppliers with the intent to enter into a Contract for Furniture, Installation, and Related Services. Region 4 ESC is seeking a provider that has the depth, breadth and quality of resources necessary to complete all phases of the Contract. Awarded Offeror(s) shall deliver products and services under the terms of this agreement. While this solicitation specifically covers Furniture, Installation, and Related Services, each awarded Offeror may offer their complete product and service offering, or balance of line. Region 4 ESC reserves the right to accept or reject any or all balance of line items offered. Region 4 ESC is an education service center established by the Texas Legislature in 1967 to assist school districts and charter schools in improving efficiencies. Region 4 ESC directly serves a seven -county area comprised of 48 public school districts and 39 open -enrollment charter schools, representing more than 1.2 million students, 99,000 educators and 1,500 campuses. Through cooperative contracts Region 4 ESC extends the opportunity to operate more efficiently and economically to agencies nationwide through OMNIA Partners (see below). The Contract is based on the need to provide the economic benefits of volume purchasing and reduction in administrative costs through cooperative purchasing to schools and other members. Although the awarded Offeror(s) may restrict sales to certain public units (for example, state agencies or local government units), any proposal that prohibits sales from being made to public school districts may not be considered. Sales without restriction are preferred. These types of contracts are commonly referred to as being "piggybackable." NATIONAL CONTRACT Region 4 Education Service Center, as the Principal Procurement Agency, defined in Appendix D, has partnered with 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. Region 4 ESC 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"). Appendix D contains additional information about OMNIA Partners and the cooperative purchasing agreement. 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, 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. As a channel partner with Vizient (formally, Novation), OMNIA Partners leverages over $100 billion in annual supply spend to command the best prices for products and services. With corporate, pricing and sales commitments from the RFP Page 2 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 Offeror, OMNIA Partners provides marketing and administrative support for the Offeror that directly promotes the Offeror's products and services to Participating Public Agencies though multiple channels, each designed to promote specific products and services to Public Agencies on a national basis. Public Agencies benefit from pricing based on aggregate spend and the convenience of a contract that has already been advertised and publicly competed. The Offeror benefits from a contract that allows Participating Public Agencies to directly purchase goods and services without the Offeror's need to respond to additional competitive solicitations. As such, the Offeror must be able to accommodate a nationwide demand for services and to fulfill obligations as a nationwide Offeror and respond to the OMNIA Partners documents (Appendix D). While no minimum volume is guaranteed to the Contractor, the estimated annual volume of Furniture, Installation, and Related Services purchased under the Master Agreement through OMNIA Partners is approximately $275 million. This projection is based on the current annual volumes among Region 4 ESC, 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. Customer Sum, part Contractor shall provide timely and accurate technical advice and sales support to Region 4 ESC staff and Participating Agencies. Contractor shall respond to such requests within one (1) working day after receipt of the request. SCOPE OF GOODS AND SERVICES It is the intention of Region 4 ESC to establish a contract with Offeror(s) for a complete and comprehensive line of Furniture and Installation Services. Offerors are encouraged to propose their complete catalog of products and services including, but not limited to, the following categories: ➢ Systems Furniture: A complete and comprehensive catalog of all systems furniture, lines, and accessories available from the Company; ➢ Freestanding Furniture: A complete and comprehensive catalog of all case goods, furniture, (including folding and mobile) desks, tables, and accessories not limited to pre-school items available from the Company; ➢ Seating/Chairs: A complete and comprehensive catalog of office and classroom chairs, tandem seating and other general seating not limited to pre-school items available from the Company; ➢ Soft Seating: A complete and comprehensive catalog selection of soft seating for areas such as commons, libraries, waiting areas and open learning spaces. Products include, but are not limited to, lounge seating, modular linear seating, tables, and accessories. ➢ Filing Systems, Storage and Equipment: A complete and comprehensive catalog of filing systems including vertical and lateral files, freestanding file cabinets, bookcases, and equipment and accessories available from the Company; RFP Page 3 DocuSign Envelope ID: B65C1571-4024-49913-1318B-OD3971811E85 ➢ Technology Support Furniture: A complete and comprehensive catalog selection of technology support furniture to support technology -based learning environments. ➢ Library Furniture: A complete and comprehensive catalog selection of library furniture including shelving. ➢ Science Laboratory Furniture: A complete and comprehensive catalog selection of science laboratory furniture. ➢ Cafeteria Furniture: A complete and comprehensive catalog selection of cafeteria furniture. ➢ Early Childhood Furniture: A complete and comprehensive catalog selection of early childhood furniture. ➢ Audio/Visual Furniture: A complete and comprehensive catalog selection of audio/visual furniture. ➢ Art Instructional Furniture: A complete and comprehensive catalog selection of art instructional furniture. ➢ Educational Office Furniture: A complete and comprehensive catalog selection of educational office furniture. ➢ Career/Technical Education Furniture: A complete and comprehensive catalog selection of career/technical education furniture. ➢ Auditorium/Theater Fixed Seating: A complete and comprehensive catalog selection of auditorium/theater fixed seating and related furniture. ➢ Modular Walls: A complete and comprehensive catalog selection of modular wall systems. ➢ Related Products, Support Services and Solutions: Related office interior products and design, "Quick Ship", design and layout, fabric and color design services, installation, systems furniture reconfiguration, assessment tools, professional development, furniture leasing, asset management services, storage, buyback programs, furniture refurb and any other related products and services or solutions offered by the Company. Although this section reflects the needs and requirements of Region 4 ESC, OMNIA Partners Participating Agencies may have different requirements. The awarded vendor will have the ability to offer their comprehensive program, as it pertains to Furniture, Installation, or Related Services, nationally. Furniture, Installation, or Related Services may include products and services associated with items which OMNIA Partners Participating Agencies may elect to use. OMNIA Partners Participants will sign a supplemental or usage agreement with the awarded vendor substantially based on the terms and conditions of the Region 4 ESC contract. Participants may elect to negotiate certain terms to conform to their purchasing and contracting requirements. RFP Page 4 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 II. CALENDAR OF EVENTS (ALL DATES ARE TENTATIVE AND SUBJECT TO CHANGE): Event Issue RFP Pre -proposal Conference Deadline for questions via email Issue Addenda (if required) Proposal Due Date Approval from Region 4 ESC Contract Effective Date Date November 7, 2019 November 21, 2019 December 2, 2019 December 4, 2019 December 11, 2019 February 25, 2020 March 1, 2020 RFP Page 5 Docusign Envelope ID: 1365C1571-4024-499D-B18B-OD3971811E85 III. INSTRUCTIONS TO OFFERORS Key Definitions Contract: The legal agreement executed between Region 4 ESC and the awarded Offeror. A draft of the Contract is provided as Appendix A. Contractor: Any provider or seller of goods or services who, as a result of the competitive solicitation process, is awarded a Contract by Region 4 ESC. Days: calendar days Offeror: A supplier submitting a proposal in response to a solicitation. 2. Inquiries and Discrepancies: Questions regarding this solicitation must be submitted in writing to Crystal Wallace, Business Operations Specialist, at cluestions@esc4.net no later than Monday, December 2, 2019. All questions and answers will be posted to htttps://www.esc4.net/services/purchasing/region-4-omnia-solicitations. Offerors are responsible for viewing the website to review all questions and answers prior to submitting proposals. Oral communications concerning this RFP shall not be binding and shall in no way excuse an Offeror of the obligations set forth in this proposal. 3. Restricted and Prohibited Communications with Region 4 ESC: During the period between the date Region 4 ESC issues this RFP and the selection of the Contractor by Region 4 ESC, if any, Offerors shall restrict all contact with Region 4 ESC and direct all questions regarding this RFP, including questions regarding terms and conditions, only to the individual identified above in section "Inquiries and Discrepancies" in the specified manner. Do not contact members of the Board of Directors, other employees of Region 4 ESC or any of Region 4 ESC's agents or administrators. Contact with any of these prohibited individuals after issuance of this RFP and before selection is made, may result in disqualification of the Offeror. The communications prohibition shall terminate when the Contract is recommended by the administration, considered by the Board of Directors at a noticed public meeting, and the Contract has been awarded. In the event the Board of Directors refers the recommendation back to staff for reconsideration, the communications prohibition shall continue. Additionally, during the time period between the award of the Contract by the Board of Directors and the execution of the Contract, Offerors shall not engage in any prohibited communications as described in this section. Prohibited communications includes direct contact, discussion, or promotion of any Offeror's response with any member of Region 4 ESC's Board of Directors or employees except for communications with Region 4 ESC's designated representative as set forth in this RFP and only in the course of inquiries, briefings, interviews, or presentations. This prohibition is intended to create a level playing field for all potential Offerors, assure that decisions are made in public, and to protect the integrity of the RFP process. Except as provided in the above stated exceptions, the following communications regarding this RFP are prohibited: Communications between a potential Offeror, Offeror, their lobbyist or consultant and any member of Region 4 ESC's Board of Directors; Communications between any Region 4 ESC Director and any member of a selection or evaluation committee; and Communications between any Region 4 ESC Director and administrator or employee. The communications prohibition shall not apply to the following: RFP Page 6 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 • Communications with Region 4 ESC's purchasing staff specifically named and authorized to conduct and receive such communications under this RFP or upon the request of Region 4 ESC, with Region 4 ESC's legal counsel; and ■ Presentations made to the Board of Directors during any duly noticed public meeting. Nothing contained herein shall prohibit any person or entity from publicly addressing Region 4 ESC's Board of Directors during any duly noticed public meeting, in accordance with applicable Board policies, on a matter other than this RFP or in connection with a presentation requested by Region 4 ESC's representatives. 4. Current products: Proposals shall be for new materials and equipment in current production and marketed to the general public, education and government agencies at the time the proposal is submitted. 5. Proposal Format: Proposals must contain two (2) bound and signed original copies of the solicitation, and two (2) electronic copies on flash drives shall be provided. Offeror must also submit two (2) electronic proposals free of propriety information to be posted, if awarded a Contract. Only sealed responses will be accepted. Faxed or electronically transmitted responses will not be accepted. Sealed responses may be submitted on any or all items, unless stated otherwise. Responses must be provided in a three-ring binder or report cover using 8.5 x 11 paper clearly identified with the name of the Offeror's company and the solicitation name and number on both the outside front cover and vertical spine. Tabs should be used to separate the proposal into sections. The following items identified must be included behind the tabs listed below. Each section should contain both the section of the RFP referenced and the Offeror's response to that section. Offerors failing to organize in the manner listed may be considered non -responsive and may not be evaluated. 6. Binder Tabs: Tab 1 — Draft Contract and Offer and Contract Signature Form (Appendix A) a. Terms and Conditions Acceptance Form (Appendix B) Tab 2 — Products/Pricing Tab 3 — Performance Capability a. OMNIA Partners documents (Appendix D) Tab 4 — Qualification and Experience a. References Tab 5 — Value Add Tab 6 — Additional Required Documents (Appendix C) RFP Page 7 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 a. Acknowledgment and Acceptance of Region 4 ESC's Open Records Policy (Appendix C, Doc #1) b. Antitrust Certification Statement (Tex. Government Code § 2155.005) (Appendix C, Doc #2) c. Implementation of House Bill 1295 Certificate of Interested Parties (Form 1295) (Appendix C, Doc #3) d. Texas Government Code 2270 Verification Form (Appendix C, Doc #4) e. Any additional agreements Offeror will require Participating Agencies to sign 7. Additional Agreements: If an Offeror requires additional agreements, a copy of the proposed agreement must be included with the proposal. 8. Open Records Policy: Proposals submitted in response to this RFP become a matter of public record subject to release after Contracts are executed. If an Offeror believes its response, or parts of its response, may be exempt from disclosure, the Offeror must specify page -by -page and line -by-line the parts of the response, which it believes, are exempt. In addition, the Offeror must specify which exception(s) are applicable and provide detailed reasons to substantiate the exception(s). Offeror must provide this information on the "Acknowledgement and Acceptance of Region 4 ESC's Open Records Policy" (Appendix C, Doc #1). Any unmarked information will be considered public information and released, if requested under the Public Information Act. Price is not confidential and will not be withheld. The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 4 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the Offeror are not acceptable. Region 4 ESC must comply with the opinions of the OAG. Region 4 ESC assumes no responsibility for asserting legal arguments on behalf of any Offeror or Contractor. Offeror is advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information. After completion of award, these documents will be available for public inspection. 9. Disclosures: By signing the Offer and Contract Signature Form, Offeror affirms: a) 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 or service to a public servant in connection with this proposal and any subsequent Contract. Offerors must include a complete description of any and all relationships that might be considered a conflict of interest in doing business with Region 4 ESC. b) To the best of Offeror's knowledge, the proposal has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other Offerors or potential Offerors in the award of a Contract resulting from this RFP. c) Offeror is not currently delinquent in the payment of any franchise taxes. RFP Page 8 DocuSign Envelope ID: 665C1571-4024-499D-B18B-OD3971811E85 d) The individual signing the submittal is an authorized agent for the Offeror and has the authority to bind the Offeror to the Contract. 10. Waiver: By submitting a proposal, Offeror expressly agrees to waive any claim it has or may have against Region 4 ESC, its directors, officers, its trustees, or agents arising out of or in connection with (1) the administration, evaluation, recommendation of any proposal; (2) any requirements under the solicitation, proposal package, or related documents; (3) the rejection of any proposal or any part of any proposal; and/or (4) the award of a Contract, if any. Region 4 ESC shall not be responsible or liable for any costs incurred by Offerors or the successful Offeror in connection with responding to the RFP, preparing for oral presentations, preparing and submitting a proposal, entering or negotiating the terms of a Contract, or any other expenses incurred by an Offeror. The Offeror is wholly responsible for any such costs and expenses and shall not be reimbursed in any manner by Region 4 ESC. 11. Conditions of Submitting Proposal: Submission of a proposal confers no right on an Offeror to an award or Contract. Region 4 ESC, in its sole discretion and for any reason or no reason, reserves the rights to reject any or all proposals, accept only a part of any proposal, accept the proposal deemed most advantageous to Region 4 ESC, and waive any technicalities. The issuance of this RFP does not obligate Region 4 ESC to make an award or negotiate or execute a Contract. Prior to submission due date and time, Region 4 ESC reserves the right to amend the terms and provisions of the RFP, extend the deadline for submission of proposals, or withdraw the RFP entirely for any reason solely at Region 4 ESC's discretion. A proposal may be rejected if it fails to meet any requirement of this RFP. 12. Mailing of Proposals: All proposals submitted in response to the solicitation must be clearly identified as listed below with the solicitation number, title, name and address of the company responding. All packages must be clearly identified as listed below, sealed and delivered to the Region 4 ESC office no later than the submittal deadline assigned for this solicitation. From Compan Addres City, State, Zip Solicitation Name and Number Due Date and Time 13. Amendment of Proposal: A proposal may be amended prior to the time of opening by submitting a sealed letter to the location indicated on the front page of this solicitation. 14. Withdrawal of Proposals: Withdrawal of proposals prior to the opening date will be permitted by a written letter or electronic mail from the Offeror. Telephonic or oral withdrawals shall not be considered. After the opening date consideration may be given in cases where Offeror advises that it made a clerical error that is substantially lower than it intended. In such case, Offeror must provide written notice of their desire to withdraw, along with supporting documents, within 3 business days of receiving the acceptance letter or of being requested by Region 4 ESC for clarification of the proposal, whichever is later. Any Contract entered into prior to Region 4 ESC receiving notice must be honored. No Offeror should assume their RFP Page 9 DocuSign Envelope ID: 1365C1571-4024-499D-B18B-OD3971811E85 withdrawal request has been accepted unless, and until, they receive written acknowledgment and acceptance of their proposal withdrawal. 15.Offer and Acceptance Period: In order to allow for an adequate evaluation, Region 4 ESC requires a proposal in response to this RFP to be valid and irrevocable for one -hundred twenty (120) days after the proposal due date and time. 16. Non -Responsive Proposals: All proposals will be reviewed for responsiveness to the material requirements of the solicitation. A proposal that is not materially responsive shall not be eligible for further consideration for award of the Contract, and the Offeror shall receive notice of the non -award of its proposal. 17. Discussions: Region 4 ESC reserves the right to conduct discussion with Offerors for the purpose of eliminating minor irregularities, informalities, or apparent clerical mistakes in the proposal in order to clarify a proposal and assure full understanding of, and responsiveness to, the RFP requirements. 18. Negotiations: In the event Region 4 ESC decides to conduct negotiations, exclusive or concurrent negotiations may be conducted with Offerors reasonably susceptible for award. During the course of negotiations, no Offeror's proposal, including pricing, shall be revealed to any other Offeror or to any other person who is not involved with the evaluation process. Exclusive or concurrent negotiations shall not constitute a Contract award, nor shall it confer any property rights to the successful Offeror. In the event Region 4 ESC deems negotiations are not progressing, Region 4 ESC may formally terminate these negotiations and may enter into subsequent exclusive or concurrent negotiations with the next most qualified Offeror(s). 19. Best and Final Offer: Region 4 ESC, in its sole discretion, may request Offerors reasonably susceptible for award to submit a Best and Final Offer. Offerors must submit their Best and Final Offers in writing. If an Offeror does not respond to the request for a Best and Final Offer, that Offeror's most recent prior submission will be considered its Best and Final Offer. 20. Specifications: When a solicitation contains a specification that states no substitutions, no deviation from this requirement will be permitted. Offeror must comply with the true intent of the specifications and drawings and not take advantage of any unintentional error or omission. In cases where no type and kind of product is specified, specifications have been developed to indicate minimal standards as to the usage, materials, and contents based on the needs of the members. References to manufacturer's specifications ("Design Guides"), when used by Region 4 ESC, are to be considered informative to give the Offeror information as to the general style, type and kind requested. Responses proposing goods, materials or equipment regularly produced by a reputable manufacturer shall be evaluated by Region 4 ESC which will, in its sole discretion, determine whether such proposed goods, materials or equipment are substantially equivalent to the Design Guides, considering quality, workmanship, economy of operation, and suitability for the purpose intended. Offerors should include all documentation required to evaluate whether or not their proposed goods, materials or equipment are substantially equivalent to the Design Guides. 21. Quality of Materials or Services: Offeror shall state the brand name and number of the materials being provided. If none is indicated, it is understood that the Offeror is proposing the exact brand name and number specified or mentioned in -the solicitation. However, unless specifically stated otherwise, comparable substitutions will be permitted in cases where the material is equal to that specified, considering quality, workmanship, economy of operation and suitability for the purpose intended. RFP Page 10 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 22. Samples: Upon request, samples shall be furnished, free of cost, within seven (7) days after receiving notice of such request. By submitting the proposal Offeror certifies that all materials conform to all applicable requirements of this solicitation and of those required by law. Offeror agrees to bear the costs for laboratory testing, if results show the sample does not comply with solicitation requirements. Submissions may no longer be considered for failing to submit samples as requested. 23. Formation of Contract: A response to this solicitation is an offer to contract with Region 4 ESC based upon the terms, conditions, scope of work, and specifications contained in this request. A solicitation does not become a Contract until it is awarded by Region 4 ESC. A Contract is formed when Region 4 ESC's board signs the Offer and Contract Signature Form. The signed Offer and Contract Signature Form provided with the RFP response eliminates the need for a formal signing process. 24. Multiple Awards: Region 4 ESC reserves the right to award Contract(s) to multiple Offerors. The decision to award multiple Contracts, award only one Contract, or to make no awards rests solely with Region 4 ESC. 25. Non -Exclusive: Any Contract resulting from this solicitation shall be awarded with the understanding and agreement it is for the sole convenience and benefit of Region 4 ESC. Region 4 ESC reserves the right to obtain like goods and services from other sources. 26. Protest Procedure: Any protest of an award or proposed award must be filed in writing within ten (10) days from the date of the official award notification and must be received by 5:00 pm Central Time. No protest shall lie for a claim that the selected Offeror is not a responsible Offeror. Protests shall be filed with Robert Zingelmann, Chief Financial Officer, Finance and Operations Services, and sent to the Region 4 ESC office at: 7145 West Tidwell Road, Houston, TX 77092. Protests shall include the following: a) Name, address and telephone number of protester; b) Original signature of protester or its representative; c) Identification of the solicitation by RFP number; d) Detailed statement of legal and factual grounds including copies of relevant documents; and e) the form of relief requested. Any protest review and action shall be considered final with no further formalities being considered. RFP Page 11 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 IV. EVALUATION PROCESS AND CRITERIA 1. A committee will review and evaluate all responses and make a recommendation for award of Contract(s). The recommendation for Contract awards will be based on the predetermined criteria factors outlined in this section, where each factor is assigned a point value based on its importance. In evaluating the responses, the following predetermined criteria is considered: a) Products/Pricing (40 Points) b) Performance Capability (30 Points) c) Qualification and Experience (20 Points) d) Value Add (10 Points) 2. Offeror's proposal should, at a minimum, include the following for Region 4 ESC's evaluation: a) Products/Services/Pricing i. Offerors shall provide pricing based on a discount from a manufacturer's price list or catalog, or fixed price, or a combination of both with indefinite quantities. Prices listed will be used to establish the extent of a manufacturer's product lines, services, warranties, etc. that are available from Offeror and the pricing per item. Multiple percentage discounts are acceptable if, where different percentage discounts apply, those different percentages are specified. Additional pricing and/or discounts may be included. Products and services proposed are to be priced separately with all ineligible items identified. Offerors may elect to limit their proposals to any category or categories. ii. Include an electronic copy of the catalog from which discount, or fixed price, is calculated. Electronic price lists must contain the following: (if applicable) • Manufacturer part # ■ Offeror's Part # (if different from manufacturer part #) ■ Description • Manufacturers Suggested List Price and Net Price • Net price to Region 4 ESC (including freight) Media submitted for price list must include the Offerors' company name, name of the solicitation, and date on a Flash Drive (i.e. Pin or Jump Drives). iii. Is pricing available for all products and services? i. Please provide pricing for services based on a range, from minimum price per hour to maximum price per hour, with a not to exceed on the maximum price per hour charge. iv. Describe any shipping charges. i. Describe delivery charges along with definitions for: 1. Dock Delivery 2. Inside Delivery 3. Deliver and Install V. Provide pricing for warranties on all products and services. vi. Describe any return and restocking fees. RFP Page 12 DocuSign Envelope ID: 665C1571-4024-499D-B18B-OD3971811E85 vii. Describe any additional discounts or rebates available. Additional discounts or rebates may be offered for large quantity orders, single ship to location, growth, annual spend, guaranteed quantity, etc. viii. Describe how customers verify they are receiving Contract pricing. ix. Describe payment methods offered. X. Propose the frequency of updates to the Offeror's pricing structure. Describe any proposed indices to guide price adjustments. If offering a catalog contract with discounts by category, while changes in individual pricing may change, the category discounts should not change over the term of the Contract. A. Describe how future product introductions will be priced and align with Contract pricing proposed. xii. Provide any additional information relevant to this section. Not to Exceed Prig. Region 4 ESC requests pricing be submitted as not to exceed pricing. Unlike fixed pricing, the Contractor can adjust submitted pricing lower if needed but, cannot exceed original pricing submitted. Contractor must allow for lower pricing to be available for similar product and service purchases. Cost plus pricing as a primary pricing structure is not acceptable. b) Performance Capability i. Include a detailed response to Appendix D, 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. ii. The successful Offeror will be required to sign Appendix D, Exhibit B, OMNIA Partners Administration Agreement prior to Contract award. Offerors should have any reviews required to sign the document prior to submitting a response. Offeror's response should include any proposed exceptions to OMNIA Partners Administration Agreement on Appendix B, Terms and Conditions Acceptance Form. iii. Include completed Appendix D, Exhibits F. Federal Funds Certifications and G. New Jersey Business Compliance. iv. Describe how Offeror responds to emergency orders. V. What is Offeror's average Fill Rate? vi. What is Offeror's average on time delivery rate? Describe Offeror's history of meeting the shipping and delivery timelines. vii. Describe Offeror's return and restocking policy. viii. Describe Offeror's ability to meet service and warranty needs. ix. Describe Offeror's customer service/problem resolution process. Include hours of operation, number of services, etc. RFP Page 13 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 X. Describe Offeror's invoicing process. Include payment terms and acceptable methods of payments. Offerors shall describe any associated fees pertaining to credit cards/p-cards. xi. Describe Offeror's contract implementation/customer transition plan. xii. Describe the financial condition of Offeror. xiii. Provide a website link in order to review website ease of use, availability, and capabilities related to ordering, returns and reporting. Describe the website's capabilities and functionality. xiv. Describe the Offeror's safety record. xv. Provide any additional information relevant to this section. c) Qualification and Experience i. Provide a brief history of the Offeror, including year it was established and corporate office location. ii. Describe Offeror's reputation in the marketplace. iii. Describe Offeror's reputation of products and services in the marketplace. iv. Describe the experience and qualification of key employees. V. Describe Offeror's experience working with the government sector. vi. Describe past litigation, bankruptcy, reorganization, state investigations of entity or current officers and directors. vii. Provide a minimum of 10 customer references relating to the products and services within this RFP. Include entity name, contact name and title, contact phone and email, city, state, years serviced, description of services and annual volume. viii. Provide any additional information relevant to this section. d) Value Add Provide any additional information related to products and services Offeror proposes to enhance and add value to the Contract. 3. Competitive Range: It may be necessary to establish a competitive range. Factors from the predetermined criteria will be used to make this determination. Responses not in the competitive range will not receive further award consideration. Region 4 ESC may determine establishing a competitive range is not necessary. 4. Past Performance: An Offeror's past performance and actions are relevant in determining whether or not the Offeror is likely to provide quality goods and services; the administrative aspects of performance; the Offeror's history of reasonable and cooperative behavior and commitment to customer satisfaction; and generally, the Offeror's businesslike concern for the interests of the customer may be taken into consideration when evaluating proposals, although not specifically mentioned in the RFP. 5. Additional Investigation : Region 4 ESC reserves the right to make such additional investigations as it deems necessary to establish the capability of any Offeror. RFP Page 14 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 APPENDIX A DRAFT CONTRACT This Contract ("Contract') is made as of , 2020 by and between ("Contractor') and Region 4 Education Service Center ("Region 4 ESC') for the purchase of (Yhe products and services'). RECITALS WHEREAS, Region 4 ESC issued Request for Proposals Number R for ("RIFF), to which Contractor provided a response ("Proposal"); and WHEREAS, Region 4 ESC selected Contractor's Proposal and wishes to engage Contractor in providing the services/materials described in the RFP and Proposal; WHEREAS, both parties agree and understand the following pages will constitute the Contract between the Contractor and Region 4 ESC, having its principal place of business at 7145 West Tidwell Road, Houston, TX 77092. WHEREAS, Contractor included, in writing, any required exceptions or deviations from these terms, conditions, and specifications; and it is further understood that, if agreed to by Region 4 ESC, said exceptions or deviations are incorporated into the Contract. WHEREAS, this Contract consists of the provisions set forth below, including provisions of all attachments referenced herein. In the event of a conflict between the provisions set forth below and those contained in any attachment, the provisions set forth below shall control. WHEREAS, the Contract will provide that any 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") may purchase products and services at prices indicated in the Contract upon the Public Agency's registration with OMNIA Partners. 1) Term of agreement. The term of the Contract is for a period of three (3) years unless terminated, canceled or extended as otherwise provided herein. Region 4 ESC shall have the right to renew the Contract for two (2) additional one-year periods or portions thereof. Region 4 ESC shall review the Contract prior to the renewal date and notify the Contractor of Region 4 ESC's intent renew the Contract. Contractor may elect not to renew by providing three hundred sixty-five days' (365) notice to Region 4 ESC. Notwithstanding the expiration of the initial term or any subsequent term or all renewal options, Region 4 ESC and Contractor may mutually agree to extend the term of this Agreement. Contractor acknowledges and understands Region 4 ESC is under no obligation whatsoever to extend the term of this Agreement. 2) Scope: Contractor shall perform all duties, responsibilities and obligations, set forth in this agreement, and described in the RFP, incorporated herein by reference as though fully set forth herein. CONTRACT 1 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 3) Form of Contract. The form of Contract shall be the RFP, the Offeror's proposal and Best and Final Offer(s). 4) Order of Precedence. In the event of a conflict in the provisions of the Contract as accepted by Region 4 ESC, the following order of precedence shall prevail: i. This Contract ii. Offeror's Best and Final Offer iii. Offeror's proposal iv. RFP and any addenda 5) Commencement of Work. The Contractor is cautioned not to commence any billable work or provide any material or service under this Contract until Contractor receives a purchase order for such work or is otherwise directed to do so in writing by Region 4 ESC. 6) Entire Agreement (Parol evidence). The Contract, as specified above, represents the final written expression of agreement. All agreements are contained herein and no other agreements or representations that materially alter it are acceptable. 7) Assignment of Contract. No assignment of Contract may be made without the prior written approval of Region 4 ESC. Contractor is required to notify Region 4 ESC when any material change in operations is made (i.e. bankruptcy, change of ownership, merger, etc.). 8) Novation. If Contractor sells or transfers all assets or the entire portion of the assets used to perform this Contract, a successor in interest must guarantee to perform all obligations under this Contract. Region 4 ESC reserves the right to accept or reject any new party. A change of name agreement will not change the contractual obligations of Contractor. 9) Contract Alterations. No alterations to the terms of this Contract shall be valid or binding unless authorized and signed by Region 4 ESC. 10) Adding Authorized Distributors/Dealers. Contractor is prohibited from authorizing additional distributors or dealers, other than those identified at the time of submitting their proposal, to sell under the Contract without notification and prior written approval from Region 4 ESC. Contractor must notify Region 4 ESC each time it wishes to add an authorized distributor or dealer. Purchase orders and payment can only be made to the Contractor unless otherwise approved by Region 4 ESC. Pricing provided to members by added distributors or dealers must also be less than or equal to the Contractor's pricing. 11) TERMINATION OF CONTRACT a) Cancellation for Non -Performance or Contractor Deficiency. Region 4 ESC may terminate the Contract if purchase volume is determined to be low volume in any 12-month period. Region 4 ESC reserves the right to cancel the whole or any part of this Contract due to failure by Contractor to carry out any obligation, term or condition of the contract. Region 4 ESC may issue a written deficiency notice to Contractor for acting or failing to act in any of the following: i. Providing material that does not meet the specifications of the Contract; ii. Providing work or material was not awarded under the Contract; iii. Failing to adequately perform the services set forth in the scope of work and specifications; CONTRACT 2 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 iv. Failing to complete required work or furnish required materials within a reasonable amount of time; v. Failing to make progress in performance of the Contract or giving Region 4 ESC reason to believe Contractor will not or cannot perform the requirements of the Contract; or vi. Performing work or providing services under the Contract prior to receiving an authorized purchase order. Upon receipt of a written deficiency notice, Contractor shall have ten (10) days to provide a satisfactory response to Region 4 ESC. Failure to adequately address all issues of concern may result in Contract cancellation. Upon cancellation under this paragraph, all goods, materials, work, documents, data and reports prepared by Contractor under the Contract shall immediately become the property of Region 4 ESC. b) Termination for Cause. If, for any reason, Contractor fails to fulfill its obligation in a timely manner, or Contractor violates any of the covenants, agreements, or stipulations of this Contract Region 4 ESC reserves the right to terminate the Contract immediately and pursue all other applicable remedies afforded by law. Such termination shall be effective by delivery of notice, to the Contractor, specifying the effective date of termination. In such event, all documents, data, studies, surveys, drawings, maps, models and reports prepared by Contractor will become the property of the Region 4 ESC. If such event does occur, Contractor will be entitled to receive just and equitable compensation for the satisfactory work completed on such documents. c) DeliverylSeryice Failures. Failure to deliver goods or services within the time specified, or within a reasonable time period as interpreted by the purchasing agent or failure to make replacements or corrections of rejected articles/services when so requested shall constitute grounds for the Contract to be terminated. In the event Region 4 ESC must purchase in an open market, Contractor agrees to reimburse Region 4 ESC, within a reasonable time period, for all expenses incurred. i) Additional Delive /Installation Char es: Contractor may enter into additional negotiations with a purchasing agency for additional delivery or installation charges based on onerous conditions. Additional delivery and/or installation charges may only be charged if mutually agreed upon by the purchasing agency and Contractor and can only be charged on a per individual project basis. d) Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders of any kind of government of the United States or the State of Texas or any civil or military authority; insurrections; riots; epidemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty. CONTRACT 3 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 e) Standard Cancellation. Region 4 ESC may cancel this Contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order. 12) Licenses. Contractor shall maintain in current status all federal, state and local licenses, bonds and permits required for the operation of the business conducted by Contractor. Contractor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the Contract. Region 4 ESC reserves the right to stop work and/or cancel the Contract if Contractor's license(s) expire, lapse, are suspended or terminated. 13) Survival Clause. All applicable software license agreements, warranties or service agreements that are entered into between Contractor and Region 4 ESC under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by Contractor shall survive expiration or termination of the Contract. 14) Delivery. Conforming product shall be shipped within 7 days of receipt of Purchase Order. If delivery is not or cannot be made within this time period, the Contractor must receive authorization for the delayed delivery. The order may be canceled if the estimated shipping time is not acceptable. All deliveries shall be freight prepaid, F.O.B. Destination and shall be included in all pricing offered unless otherwise clearly stated in writing. 15) Inspection & Acceptance. If defective or incorrect material is delivered, Region 4 ESC may make the determination to return the material to the Contractor at no cost to Region 4 ESC. The Contractor agrees to pay all shipping costs for the return shipment. Contractor shall be responsible for arranging the return of the defective or incorrect material. 16) Payments. Payment shall be made after satisfactory performance, in accordance with all provisions thereof, and upon receipt of a properly completed invoice. 17) Price Adjustments. Should it become necessary or proper during the term of this Contract to make any change in design or any alterations that will increase price, Region 4 ESC must be notified immediately. Price increases must be approved by Region 4 ESC and no payment for additional materials or services, beyond the amount stipulated in the Contract shall be paid without prior approval. All price increases must be supported by manufacturer documentation, or a formal cost justification letter. Contractor must honor previous prices for thirty (30) days after approval and written notification from Region 4 ESC. It is the Contractor's responsibility to keep all pricing up to date and on file with Region 4 ESC. All price changes must be provided to Region 4 ESC, using the same format as was provided and accepted in the Contractor's proposal. Price reductions may be offered at any time during Contract. Special, time -limited reductions are permissible under the following conditions: 1) reduction is available to all users equally; 2) reduction is for a specific period, normally not less than thirty (30) days; and 3) original price is not exceeded after the time -limit. Contractor shall offer Region 4 ESC any published price reduction during the Contract term. 18) Audit Rights. Contractor shall, at its sole expense, maintain appropriate due diligence of all purchases made by Region 4 ESC and any entity that utilizes this Contract. Region 4 ESC reserves the right to audit the accounting for a period of three (3) years from the time such CONTRACT 4 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. Region 4 ESC shall have the authority to conduct random audits of Contractor's pricing at Region 4 ESC's sole cost and expense. Notwithstanding the foregoing, in the event that Region 4 ESC is made aware of any pricing being offered that is materially inconsistent with the pricing under this agreement, Region 4 ESC shall have the ability to conduct an extensive audit of Contractor's pricing at Contractor's sole cost and expense. Region 4 ESC may conduct the audit internally or may engage a third - party auditing firm. In the event of an audit, the requested materials shall be provided in the format and at the location designated by Region 4 ESC. 19) Discontinued Products. If a product or model is discontinued by the manufacturer, Contractor may substitute a new product or model if the replacement product meets or exceeds the specifications and performance of the discontinued model and if the discount is the same or greater than the discontinued model. 20) New Products/Services. New products and/or services that meet the scope of work may be added to the Contract. Pricing shall be equivalent to the percentage discount for other products. Contractor may replace or add product lines if the line is replacing or supplementing products, is equal or superior to the original products, is discounted similarly or greater than the original discount, and if the products meet the requirements of the Contract. No products and/or services may be added to avoid competitive procurement requirements. Region 4 ESC may require additions to be submitted with documentation from Members demonstrating an interest in, or a potential requirement for, the new product or service. Region 4 ESC may reject any additions without cause. 21)O Options. Optional equipment for products under Contract may be added to the Contract at the time they become available under the following conditions: 1) the option is priced at a discount similar to other options; 2) the option is an enhancement to the unit that improves performance or reliability. 22) Warranty Conditions. All supplies, equipment and services shall include manufacturer's minimum standard warranty and one (1) year labor warranty unless otherwise agreed to in writing. 23) Site Cleanup. Contractor shall clean up and remove all debris and rubbish resulting from their work as required or directed. Upon completion of the work, the premises shall be left in good repair and an orderly, neat, clean, safe and unobstructed condition. 24) Site Preparation. Contractor shall not begin a project for which the site has not been prepared, unless Contractor does the preparation work at no cost, or until Region 4 ESC includes the cost of site preparation in a purchase order. Site preparation includes, but is not limited to: moving furniture, installing wiring for networks or power, and similar pre -installation requirements. 25) Registered Sex Offender Restrictions. For work to be performed at schools, Contractor agrees no employee or employee of a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are or are reasonably expected to be present. Contractor agrees a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at Region 4 ESC's discretion. Contractor must identify any additional costs associated with compliance of this CONTRACT 5 DocuSign Envelope ID: B65C1571-4024-4990-B18B-OD3971811E85 term. If no costs are specified, compliance with this term will be provided at no additional charge. 26) Safety measures. Contractor shall take all reasonable precautions for the safety of employees on the worksite and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Contractor shall post warning signs against all hazards created by its operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage. 27) Smoking. Persons working under the Contract shall adhere to local smoking policies. Smoking will only be permitted in posted areas or off premises. 28) Stared materials. Upon prior written agreement between the Contractor and Region 4 ESC, payment may be made for materials not incorporated in the work but delivered and suitably stored at the site or some other location, for installation at a later date. An inventory of the stored materials must be provided to Region 4 ESC prior to payment. Such materials must be stored and protected in a secure location and be insured for their full value by the Contractor against loss and damage. Contractor agrees to provide proof of coverage and additionally insured upon request. Additionally, if stored offsite, the materials must also be clearly identified as property of Region 4 ESC and be separated from other materials. Region 4 ESC must be allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite, as necessary. Until final acceptance by Region 4 ESC, it shall be the Contractor's responsibility to protect all materials and equipment. Contractor warrants and guarantees that title for all work, materials and equipment shall pass to Region 4 ESC upon final acceptance. 29) Funding Out Clause. A Contract for the acquisition, including lease, of real or personal property is a commitment of Region 4 ESC's current revenue only. Region 4 ESC retains the right to terminate the Contract at the expiration of each budget period during the term of the Contract and is conditioned on a best effort attempt by Region 4 ESC to obtain appropriate funds for payment of the contract. 30) Indemnity. Contractor shall protect, indemnify, and hold harmless both Region 4 ESC and its administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the Contractor, Contractor employees or subcontractors in the preparation of the solicitation and the later execution of the Contract. Any litigation involving either Region 4 ESC, its administrators and employees and agents will be in Harris County, Texas. 31) Marketing. Contractor agrees to allow Region 4 ESC to use their name and logo within website, marketing materials and advertisement. Any use of Region 4 ESC name and logo or any form of publicity, inclusive of press releases, regarding this Contract by Contractor must have prior approval from Region 4 ESC. 32) Certificates of Insurance. Certificates of insurance shall be delivered to the Region 4 ESC prior to commencement of work. The Contractor shall give Region 4 ESC a minimum of ten (10) days' notice prior to any modifications or cancellation of policies. The Contractor shall require all subcontractors performing any work to maintain coverage as specified. 33) Legal Obligations. It is Contractor's responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services and shall comply with all laws CONTRACT 6 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 while, fulfilling the Contract. Applicable laws and regulation must be followed even if not specifically identified herein. 34) Tariff Surcharges: Contractor has the option to charge a surcharge, as an additional line item, if approved by the purchasing agency. All surcharges must be based on a percentage of total order and must be approved by Region 4 prior to use. CONTRACT 7 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 OFFER AND CONTRACT SIGNATURE FORM The undersigned hereby offers and, if awarded, agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless noted in writing. Company Name Address City/State/Zip Telephone No. Email Address Printed Name Title Authorized signature Accepted by Region 4 ESC: Contract No. Initial Contract Term to Region 4 ESC Authorized Board Member Print Name Region 4 ESC Authorized Board Member Print Name Date Date DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 Appendix B TERMS & CONDITIONS ACCEPTANCE FORM Signature on the Offer and Contract Signature form certifies complete acceptance of the terms and conditions in this solicitation and draft Contract except as noted below with proposed substitute language (additional pages may be attached, if necessary). The provisions of the RFP cannot be modified without the express written approval of Region 4 ESC. If a proposal is returned with modifications to the draft Contract provisions that are not expressly approved in writing by Region 4 ESC, the Contract provisions contained in the RFP shall prevail. Check one of the following responses: ❑ Offeror takes no exceptions to the terms and conditions of the RFP and draft Contract. (Note: If none are listed below, it is understood that no exceptions/deviations are taken.) ❑ Offeror takes the following exceptions to the RFP and draft Contract. All exceptions must be clearly explained, reference the corresponding term to which Offeror is taking exception and clearly state any proposed modified language, proposed additional terms to the RFP and draft Contract must be included: (Note: Unacceptable exceptions may remove Offeror's proposal from consideration for award. Region 4 ESC shall be the sole judge on the acceptance of exceptions and modifications and the decision shall be final. If an offer is made with modifications to the contract provisions that are not expressly approved in writing, the contract provisions contained in the RFP shall prevail.) lification Accepted (For Region 4 ESC's use) DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 Appendix C ADDITIONAL REQUIRED DOCUMENTS DOC #1 Acknowledgment and Acceptance of Region 4 ESC's Open Records Policy DOC #2 Antitrust Certification Statements (Tex. Government Code § 2155.005) DOC #3 Implementation of House Bill 1295 Certificate of Interested Parties (Form 1295) DOC #4 Texas Government Code 2270 Verification Form DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 Appendix C, Doc #1 ACKNOWLEDGMENT AND ACCEPTANCE OF REGION 4 ESC's OPEN RECORDS POLICY OPEN RECORDS POLICY All proposals, information and documents submitted are subject to the Public Information Act requirements governed by the State of Texas once a Contract(s) is executed. If an Offeror believes its response, or parts of its response, may be exempted from disclosure, the Offeror must specify page -by -page and line -by-line the parts of the response, which it believes, are exempt and include detailed reasons to substantiate the exemption. Price is not confidential and will not be withheld. Any unmarked information will be considered public information and released, if requested under the Public Information Act. The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 4 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the Offeror are not acceptable. Region 4 ESC must comply with the opinions of the OAG. Region 4 ESC assumes no responsibility for asserting legal arguments on behalf of any Offeror. Offeror is advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information. Signature below certifies complete acceptance of Region 4 ESC's Open Records Policy, except as noted below (additional pages may be attached, if necessary). Check one of the following responses to the Acknowledgment and Acceptance of Region 4 ESC's Open Records Policy below: ❑ We acknowledge Region 4 ESC's Open Records Policy and declare that no information submitted with this proposal, or any part of our proposal, is exempt from disclosure under the Public Information Act. C We declare the following information to be a trade secret or proprietary and exempt from disclosure under the Public Information Act. (Note: Offeror must specify page -by -page and line -by-line the parts of the response, which it believes, are exempt. In addition, Offeror must include detailed reasons to substantiate the exemption(s). Price is not confident and will not be withheld. All information believed to be a trade secret or proprietary must be listed. It is further understood that failure to identify such information, in strict accordance with the instructions, will result in that information being considered public information and released, if requested under the Public Information Act.) Date Authorized Signature & Title DocuSign Envelope ID: 1365C1571-4024-499D-B18B-OD3971811E85 Appendix C, Doc #2 ANTITRUST CERTIFICATION STATEMENTS (Tex. Government Code § 2155.005) Attorney General Form I affirm under penalty of perjury of the laws of the State of Texas that: 1. 1 am duly authorized to execute this Contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below; 2. In connection with this proposal, neither I nor any representative of the Company has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; 3. In connection with this proposal, neither I nor any representative of the Company has violated any federal antitrust law; and 4. Neither I nor any representative of the Company has directly or indirectly communicated any of the contents of this proposal to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company. Company Address Phone Fax Contact Official Authorizing Proposal Signature Printed Name Position with Company Signature Printed Name Position with Company DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 Appendix C, DOC # 3 Implementation of House Bill 1295 Certificate of Interested Parties (Form 1295): In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that a governmental entity or state agency may not enter into certain contracts with a business entity unless the business entity submits a disclosure of interested parties to the governmental entity or state agency at the time the business entity submits the signed contract to the governmental entity or state agency. The law applies only to a contract of a governmental entity or state agency that either (1) requires an action or vote by the governing body of the entity or agency before the contract may be signed or (2) has a value of at least $1 million. The disclosure requirement applies to a contract entered into on or after January 1, 2016. The Texas Ethics Commission was required to adopt rules necessary to implement that law, prescribe the disclosure of interested parties form, and post a copy of the form on the commission's website. The commission adopted the Certificate of Interested Parties form (Form 1295) on October 5, 2015. The commission also adopted new rules (Chapter 46) on November 30, 2015, to implement the law. The commission does not have any additional authority to enforce or interpret House Bill 1295. Filing Process: Staring on January 1, 2016, the commission made available on its website a new filing application that must be used to file Form 1295. A business entity must use the application to enter the required information on Form 1295 and print a copy of the completed form, which will include a certification of filing that will contain a unique certification number. An authorized agent of the business entity must sign the printed copy of the form. The completed Form 1295 with the certification of filing must be filed with the governmental body or state agency with which the business entity is entering into the contract. The governmental entity or state agency must notify the commission, using the commission's filing application, of the receipt of the filed Form 1295 with the certification of filing not later than the 30th day after the date the contract binds all parties to the contract. This process is known as acknowledging the certificate. The commission will post the acknowledged Form 1295 to its website within seven business days after receiving notice from the governmental entity or state agency. The posted acknowledged form does not contain the declaration of signature information provided by the business. A certificate will stay in the pending state until it is acknowledged by the governmental agency. Only acknowledged certificates are posted to the commission's website. Electronic Filing Application: https,://www.ethics.state.tx.us/whatsnew/elf info form1295.htm Frequently Asked Questions: https://www.ethics.state.tx.us/resources/FAQs/FAQ Form1295.php Changes to Form 1295: https://www. ethics. state.tx. us/data/fi Ii ninfo11295Chan es. df DocuSign Envelope ID: B65C1571-4024-499D-B1813-0133971811E85 Appendix C, DOC # 4 Texas Government Code 2270 Verification Form House Bill 89 (85R Legislative Session), which adds Chapter 2270 to the Texas Government Code, provides that a governmental entity may not enter into a contract with a company without verification that the contracting vendor does not and will not boycott Israel during the term of the contract. Furthermore, Senate Bill 252 (85R Legislative Session), which amends Chapter 2252 of the Texas Government Code to add Subchapter F, prohibits contracting with a company engaged in business with Iran, Sudan or a foreign terrorist organization identified on a list prepared by the Texas Comptroller. representative of engaged by Insert Name of Company as an authorized a contractor Region 4 Education Service Center. 7145 West Tidwell Road. Houston, TX 77092. verify by this writing that the above -named company affirms that it (1) does not boycott Israel; and (2) will not boycott Israel during the term of this contract, or any contract with the above -named Texas governmental entity in the future. Also, our company is not listed on and we do not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations found at https://comptroller.texas.gov/purchasing/docs/foreign _terrorist.pdf. I further affirm that if our company's position on this issue is reversed and this affirmation is no longer valid, that the above -named Texas governmental entity will be notified in writing within one (1) business day and we understand that our company's failure to affirm and comply with the requirements of Texas Government Code 2270 et seq. shall be grounds for immediate contract termination without penalty to the above -named Texas governmental entity. I swear and affirm that the above is true and correct. Signature of Named Authorized Company Representative Date DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 Appendix D OMNIA P A R T N E R S eN-A7CNA IL PA V REQUIREMENTS FOR NATIONAL COOPERATIVE CONTRACT TO BE ADMINISTERED BY OMNIA PARTNERS, PUBLIC SECTOR 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 DocuSign Envelope ID: 1365C1571-4024-499D-B188-OD3971811E85 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, Public Sector. 1.1 Requirement Region 4 ESC, (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, Public Sector"), is requesting proposals for Furniture, Installation, and Related Services. 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, Public Sector's cooperative purchasing program. The Principal Procurement Agency has executed a Principal Procurement Agency Certificate with OMNIA Partners, Public Sector, 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, Public Sector as a Participating Public Agency in OMNIA Partners, Public Sector's cooperative purchasing program. Registration with OMNIA Partners, Public Sector 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, Public Sector, 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, Public Sector. All transactions, purchase orders, invoices, payments etc., will occur directly between the Supplier and each Participating Public Agency individually, and neither OMNIA Partners, Public Sector, 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., Requirements for National Cooperative Contract Page 16 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 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, Public Sector's 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, Public Sector. These requirements are incorporated into and are considered an integral part of this RFP. OMNIA Partners, Public Sector reserves the right to determine whether or not 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, Public Sector 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, Public Sector 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, Public Sector 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, Public Sector 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 Requirements for National Cooperative Contract Page 17 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 C. Communications/customer service D. Training sessions for Public Agency teams E. Training sessions for Supplier teams The OMNIA Partners, Public Sector 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 three percent (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, Public Sector Administration Agreement (Exhibit B). 1.3 Estimated Volume The dollar volume purchased under the Master Agreement is estimated to be approximately $275 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, Public Sector, and volume growth into other Public Agencies through a coordinated marketing approach between Supplier and OMNIA Partners, Public Sector. 1.4 Award Basis The basis of any contract award resulting from this RFP made by Principal Procurement Agency will, at OMNIA Partners, Public Sector's option, be the basis of award on a national level through OMNIA Partners, Public Sector. 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, Public Sector. 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, such Participating Public Agency and OMNIA Partners, Public Sector shall agree without being in conflict with the Master Agreement. 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 (i.e. invoice requirements, order requirements, specialized delivery, diversity requirements such as minority and woman owned businesses, historically underutilized business, governing law, etc.). It shall be the responsibility of the Supplier to comply, when Requirements for National Cooperative Contract Page 18 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 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. 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, Public Sector). All 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. 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, Public Sector's 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 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, Public Sector 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 Requirements for National Cooperative Contract Page 19 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 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, Public Sector 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, Public Sector nationwide. Supplier commits that all Master Agreement sales will be accurately and timely reported to OMNIA Partners, Public Sector in accordance with the OMNIA Partners, Public Sector 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 in order for the Principal Procurement Agency to determine Supplier's qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners, Public Sector. 3.1 Company A. Brief history and description of Supplier. B. Total number and location of sales persons 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. E. Submit FEIN and Dunn & Bradstreet report. F. Describe any green or environmental initiatives or policies. Requirements for National Cooperative Contract Page 20 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 G. 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. H. Describe any historically underutilized business certifications supplier holds and the certifying agency. This may include business enterprises such as minority and women owned, small or disadvantaged, disable veterans, etc. I. 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 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 individual(s) 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. 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 are ensure 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 Requirements for National Cooperative Contract Page 21 of 55 DocuSign Envelope ID: 1365C1571-4024-49913-1318B-OD3971811E85 ii. Training and education of Supplier's national sales force with participation from the Supplier's executive leadership, along with the OMNIA Partners, Public Sector 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, Public Sector 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 Forum in an area reserved by OMNIA Partners, Public Sector 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, Public Sector. 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, Public Sector internet web -based homepage on Supplier's website with: ■ OMNIA Partners, Public Sector 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, Public Sector's website including the online registration page; • A dedicated toll -free number and email address for OMNIA Partners, Public Sector Requirements for National Cooperative Contract Page 22 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 C. Describe how Supplier will transition any existing Public Agency customers' accounts to the Master Agreement available nationally through OMNIA Partners, Public Sector. 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, Public Sector and agrees to provide permission for reproduction of such logo in marketing communications and promotions. Acknowledge that use of OMNIA Partners, Public Sector logo will require permission for reproduction, as well. E. Confirm Supplier will be proactive indirect sales of Supplier's goods and services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners, Public Sector. All sales materials are to use the OMNIA Partners, Public Sector logo. At a minimum, the Supplier's sales initiatives should communicate: Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency 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 utilize the Master Agreement through OMNIA Partners, Public Sector 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 iv. Sales Support V. Financial Reporting vi. Accounts Payable vii. 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. Requirements for National Cooperative Contract Page 23 of 55 DocuSign Envelope ID: B65C1571-4024-499D-818B-OD3971811E85 I. Explain in detail how the sales teams will work with the OMNIA Partners, Public Sector team to implement, grow and service the national program. I. 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. M. Provide the Contract Sales (as defined in Section 10 of the OMNIA Partners, Public Sector 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 administration 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, Public Sector). 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, Public Sector under the Master Agreement. iii. Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to utilize Master Agreement (Contract Sales are not reported to OMNIA Partners, Public Sector). 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. Requirements for National Cooperative Contract Page 24 of 55 DocuSign Envelope ID: 1365C1571-4024-499D-B18B-OD3971811E85 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, Public Sector'), and ("Supplier"). RECITALS WHEREAS, the (the "Principal Procurement Agency") 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, Public Sector website or execution of a Master Intergovernmental Cooperative Purchasing Agreement, attached hereto as Exhibit B) (each, hereinafter referred to as a "Participating Public Agency") 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, Public Sector to Public Agencies; WHEREAS, OMNIA Partners, Public Sector serves as the contract administrator of the Master Agreement on behalf of Principal Procurement Agency; WHEREAS, Principal Procurement Agency desires OMNIA Partners, Public Sector to proceed with administration of the Master Agreement; and WHEREAS, OMNIA Partners, Public Sector 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, Public Sector and Supplier. NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, OMNIA Partners, Public Sector 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. Requirements for National Cooperative Contract Page 25 of 55 DocuSign Envelope ID: 1365C1571-4024-499D-B1813-0133971811E85 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, Public Sector 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, Public Sector, its agents, employees, directors, and representatives under this Agreement including, but not limited to, Supplier's obligation to obtain appropriate insurance. 4. OMNIA Partners, Public Sector shall perform all of its duties, responsibilities and obligations as 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, Public Sector solely in its capacity as the 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, Public Sector 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; (ii) 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, Public Sector 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, Public Sector shall not be responsible for Supplier's performance under the Master Agreement, and Supplier shall hold OMNIA Partners, Public Sector harmless from any liability that may arise from the acts or omissions of Supplier in connection with the Master Agreement. 7. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OMNIA PARTNERS, PUBLIC SECTOR EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING OMNIA PARTNERS, PUBLIC SECTOR'S PERFORMANCE AS A CONTRACT ADMINISTRATOR OF THE MASTER AGREEMENT. OMNIA PARTNERS, PUBLIC SECTOR SHALL NOT BE LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF OMNIA PARTNERS, PUBLIC SECTOR IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TERM OF AGREEMENT; TERMINATION 8. 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 12 — 23, hereof and the Requirements for National Cooperative Contract Page 26 of 55 DocuSign Envelope ID: 1365C1571-4024-499D-B1813-0133971811E85 indemnifications afforded by the Supplier to OMNIA Partners, Public Sector 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. 9. Supplier's failure to maintain its covenants and commitments contained in this Agreement or any action of the Supplier which gives rise to a right by Principal Procurement Agency to terminate the Master Agreement shall constitute a material breach of this Agreement. If such breach is not cured within thirty (30) days of written notice to Supplier, in addition to any and all remedies available at law or equity, OMNIA Partners, Public Sector shall have the right to terminate this Agreement, at OMNIA Partners, Public Sector's sole discretion. Notwithstanding anything contained herein to the contrary, this Agreement shall terminate on the date of the termination or expiration of the Master Agreement. NATIONAL PROMOTION 10. OMNIA Partners, Public Sector 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, Public Sector program by either registering on the OMNIA Partners, Public Sector website (www.omniapartners.com/publicsector),..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, Public Sector. 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, Public Sector or posts on the OMNIA Partners, Public Sector website. Supplier shall indemnify, defend and hold harmless OMNIA Partners, Public Sector for use of all such content and images including copyright infringement claims. Supplier and OMNIA Partners, Public Sector each hereby grant to the other party a limited, revocable, non -transferable, non-sublicensable right to use such party'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 party'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 party'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, Public Sector from Supplier in the amount of three percent (3%) ("Administrative Fee Percentage") multiplied by the total purchase amount paid to Supplier, less refunds, credits on returns, rebates and discounts, 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. Requirements for National Cooperative Contract Page 27 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 13. Supplier shall provide OMNIA Partners, Public Sector with an electronic accounting report monthly, in the format prescribed by OMNIA Partners, Public Sector, 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, Public Sector by the 10 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, Public Sector's sole discretion. 14. Administrative Fee payments are to be paid by Supplier to OMNIA Partners, Public Sector 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, Public Sector 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, Public Sector's 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, Public Sector, or its designee, in OMNIA Partners, Public Sector's 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, Public Sector receives such report. In addition, OMNIA Partners, Public Sector 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, Public Sector at the location designated by OMNIA Partners, Public Sector. In the event an underreporting of Contract Sales and a resulting underpayment of Administrative Fees is revealed, OMNIA Partners, Public Sector 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, Public Sector's 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, Public Sector's 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, Public Sector 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, Public Sector's rights and obligations hereunder may be assigned at OMNIA Partners, Public Sector's sole discretion to an affiliate of OMNIA Partners, Public Sector, any purchaser of any or all or substantially all of the assets of Requirements for National Cooperative Contract Page 28 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 OMNIA Partners, Public Sector, 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, Public Sector. 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, Public Sector: OMNIA Partners, Public Sector Attn: President 840 Crescent Centre Drive Suite 600 Franklin, TN 37067 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 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, Public Sector, 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 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. Requirements for National Cooperative Contract Page 29 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 [INSERT SUPPLIER ENTITY NAME] Signature Name Title NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY, A DELAWARE CORPORATION DB/A OMNIA PARTNERS, PUBLIC SECTOR Signature Sarah Vavra Name Sr. Vice President, Public Sector Contracting Title Date Date Requirements for National Cooperative Contract Page 30 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 EXHIBIT C MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT, EXAMPLE MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT This Master Intergovernmental Cooperative Purchasing Agreement (this "Agreement") is entered into by and between those certain government agencies that execute a Principal Procurement Agency Certificate ("Principal Procurement Agencies") with National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector and/or Communities Program Management, LLC, a California limited liability company d/b/a U.S. Communities (collectively, "OMNIA Partners Public Sector") to be appended and made a part hereof and such other public agencies ("Participating Public Agencies") who register to participate in the cooperative purchasing programs administered by OMNIA Partners, Public Sector and its affiliates and subsidiaries (collectively, the "OMNIA Partners Parties") by either registering on the OMNIA Partners, Public Sector website (www,omniapartners.com/publicsector 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 as follows: 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. § 1001.952(h), 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, including but not limited to any and all obligations to fully and accurately report discounts and incentives. Requirements for National Cooperative Contract Page 31 of 45 DocuSign Envelope ID: B65C1571-4024-49913-1318B-OD3971811E85 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. 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 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, "Supolier') 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 PROCURING PARTY ACKNOWLEDGES AND AGREES Requirements for National Cooperative Contract Page 32 of 55 DocuSign Envelope ID: B65C1571-4024-49913-618B-OD3971811E85 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, Public Sector website or the execution of this Agreement by a Participating Public Agency, as applicable. Authorized Signature Name Title and Agency Name Date NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY, A DELAWARE CORPORATION DB/A OMNIA PARTNERS, PUBLIC SECTOR AND/OR COMMUNITIES PROGRAM MANAGEMENT, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY DB/A U.S. COMMUNITIES Signature Sarah E. Vavra Name Sr. Vice President, Public Sector Contracting Title Date Requirements for National Cooperative Contract Page 33 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 EXHIBIT D PRINCIPAL PROCUREMENT AGENCY CERTIFICATE, EXAMPLE PR L PROCUREMENT A EN Y CERTIFICATE 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 ("OMNIA Partners, Public Sector"), [NAME OF PPA] 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 [NAME OF PPA] ("Principal Procurement Agency"), 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, Public Sector. 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, [PRINCIPAL PROCUREMENT AGENCY] Signature Name Title Date Requirements for National Cooperative Contract Page 34 of 45 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 EXHIBIT E CONTRACT SALES REPORTING TEMPLATE OXINIA PARTNERS, PUBLIC SECTOR E-Y'HIBITS E-7MIBIT C - CONTR4Cr SALES REPORTING TEMPLATE (to be submitted elecu emwll,: in Nficrosoft Excel format) OMNIA Partners, Public Sector Contract Sales Monthly Report Supplier Name: Contract Sales Report Month: Contract ID: Supplier Reporting Contact: Title: Phone: Email: Participating Agency# {Assigned by Participating Agency Name Address City State Zip Code OMNIA Transaction Date Partners, (Date of Sale) Public Sector and provided to Supplier} Re port Totals Cumulative Contract Sales Requirements for National Cooperative Contract Page 35 of 45 Contract Admin Admin Sales for Fee % Fee $ Month ($) DocuSign Envelope ID: 665C1571-4024-499D-B18B-OD3971811E85 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 or services needed to carry out the 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 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 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; (ii) A subsidy; (iii) 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 § 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 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 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 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 higher education (IHE), or nonprofit organization that carries 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 Requirements for National Cooperative Contract Page 36 of 45 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 (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 transactions 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 a Federal program. The term recipient does not include subrecipients. Simplified acquisition threshold means the dollar amount below which a non —Federal entity may purchase property or 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 simplified acquisition threshold is $150,000, 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 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 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 Federal 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 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 Part 200, as applicable. APPENDIX II TO 2 CFR PART 200 (A) Contracts for more than the simplified acquisition threshold currently set at $150,000, 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 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 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 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 Requirements for National Cooperative Contract Page 37 of 55 DocuSign Envelope ID: 1365C1571-4024-499D-B18B-OD3971811E85 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 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." Pursuant to Federal Rule (C) above, when a Participating Agency expends federal 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. 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 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 Davis -Bacon Act provisions. Does offeror agree? YES 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 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 term of an award for all contracts by Participating Agency resulting from this procurement process. Does offeror agree? YES 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 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 offeror agree? YES Initials of Authorized Representative of offeror Requirements for National Cooperative Contract Page 38 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 (G) Clean Air Act (42 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) 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 resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (G) above. Does offeror agree? YES 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 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? YES Initials of Authorized Representative of offeror (1) Byrd Anti -Lobbying Amendment (31 U.S.C. 1352)—Contractors 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 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 certifies that during the term and after the awarded term of an award for all contracts by Participating 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 for on behalf of the undersigned, 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 the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a 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 grant 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 covered sub -awards exceeding $100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certify 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 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 certifies that Requirements for National Cooperative Contract Page 39 of 55 DocuSign Envelope ID: 1365C1571-4024-4990-B18B-OD3971811E85 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 closed. 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 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 et seq.; 49 C.F.R. Part 18). Does offeror agree? YES s 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 certifies 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. Does offeror agree? YES Initials of Authorized Representative of offeror 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 pertinent to offeror's 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 offeror's personnel for the purpose of interview and discussion relating to such documents. Does offeror agree? YES 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? YES Initials of Authorized Representative of offeror 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. Offerors Name: Address, City, State, and Zip Code: Phone Number: Printed Name and Title of Authorized Representative: Email Address: Signature of Authorized Representative: Fax Number: Date: Requirements for National Cooperative Contract Page 40 of 55 DocuSign Envelope ID: B65C1571-4024-49913-131813-0133971811E85 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 submitted with the offeror's response to the RFP. Failure to complete the New Jersey packet will impact OMNIA Partners, Public Sector's 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 Certification of Non -Involvement in Prohibited Activities in Iran DOC #7 New Jersey Business Registration Certificate 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; a 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. Requirements for National Cooperative Contract Page 41 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 DOC #1 OWNERSHIP DISCLOSURE FORM (N.J.S. 52:25-24.2) Pursuant to the requirements of P.L. 1999, Chapter 440 effective April 17, 2000 (Local Public Contracts Law), the offeror shall complete the form attached to these specifications listing the persons owning 10 percent (10%) or more of the firm presenting the proposal. Company Name: Street: City, State, Zip Code: Complete as appropriate: ! certify that 1 am the sole owner of that there are no partners and the business is not incorporated, and the provisions of N.J.S. 52:25-24.2 do not apply. OR: I a partner in do hereby certify that the following is a list of all individual partners who own a 10% or greater interest therein. I further certify that if one (1) or more of the partners is itself a corporation or partnership, there is also set forth the names and addresses of the stockholders holding 10% or more of that corporation's stock or the individual partners owning 10% or greater interest in that partnership. OR: I an authorized representative of a corporation, do hereby certify that the following is a list of the names and addresses of all stockholders in the corporation who own 10% or more of its stock of any class. I further certify that if one (1) or more of such stockholders is itself a corporation or partnership, that there is also set forth the names and addresses of the stockholders holding 10% or more of the corporation's stock or the individual partners owning a 10% or greater interest in that partnership. (Note: If there are no partners or stockholders owning 10% or more interest, indicate none.) Name Address Interest 1 further 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 Requirements for National Cooperative Contract Page 42 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 DOC #2 Company Name: Street: City, State, Zip Cod, State of County of 1, the Name in the County of NON -COLLUSION AFFIDAVIT of City , State of of full age, being duly sworn according to law on my oath depose and say that: lamthe of the firm of Title Company Name the Offeror making the Proposal for the goods, services or public work specified under the attached proposal, and that 1 executed the said proposal with full authority to do so, that said Offeror 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 proposal, and that all statements contained in said proposal and in this affidavit are true and correct, and made with full knowledge that relies upon the truth of the statements contained in said proposal and in the statements contained in this affidavit in awarding the contract for the said goods, services or public work. 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 or selling agencies maintained by Company Name Authorized Signature & Title Subscribed and sworn before me this day of , 20 Notary Public of My commission expires .20 DOC #3 Requirements for National Cooperative Contract Page 43 of 45 SEAL DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 AFFIRMATIVE ACTION AFFIDAVIT (P.L. 1975, C.127) Company Name: Street: City, State, Zip Code: 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. Required Affirmative Action Evidence: Procurement, Professional & Service Contracts (Exhibit A) Vendors must submit with proposal: 1. A photo copy of their Federal Letter of Affirmative Action Plan Approval •o 2. A photo copy of their Certificate of Employee Information Report OR 3. A complete Affirmative Action Employee Information Report AA302 Public Work — Over $50,000 Total Pro'ect Cost: A. No approved Federal or New Jersey Affirmative Action Plan. We will complete Report Form AA201-A upon receipt from the B. Approved Federal or New Jersey Plan — certificate enclosed / further 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 Requirements for National Cooperative Contract Page 44 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 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 applicable, will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital status, sex, affectional 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, affectional or sexual orientation. 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 by the Public Agency Compliance Officer setting forth provisions of this non-discrimination clause. The contractor or subcontractor, where applicable will, in all solicitations or advertisement for employees placed by or on behalf of the contractor, state 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 understanding, a notice, to be provided by the agency contracting officer advising the labor union or workers' representative of the contractor's commitments 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, c. 127, as amended and supplemented from time to time and the Americans with Disabilities 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 supplemented from time to time or in accordance with a binding determination of the applicable county employment goals determined by the Affirmative Action Office pursuant to 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. The contractor or subcontractor agrees to inform in writing appropriate recruitment agencies in the area, including employment agencies, placement bureaus, colleges, universities, labor unions, that it does not discriminate on the basis of age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and that it will discontinue the use of any recruitment agency which engages in direct or indirect discriminatory 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 of job -related testing, as established by the statutes 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 actions are taken without regard to age, creed, color, national origin, ancestry, marital status, sex, affectional 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 Affirmative Action Office as may be requested by the office from time to time in order to carry out the purposes of these Requirements for National Cooperative Contract Page 45 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 regulations, and public agencies shall furnish such information as may be requested by the Affirmative Action Office for conducting a compliance investigation pursuant to Subchapter 10 of the Administrative Code NJAC 17:27 . Signature of Procurement Agent Requirements for National Cooperative Contract Page 46 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 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.J.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 (bM:/Iwww.ni.gov/dca/divisions/dlgs/resources/Iffis 2006.html . 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 J.S.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 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 access. The form is worded to accept this alternate submission. The text should be amended if electronic submission will not be allowed. 3. The submission must 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 of public agencies, including all public agencies that have elected officials in the county of the public agency, state legislative positions, and various 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 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 h :Ilwww.ni. ovldcaldivisionsldl sl ro ramsll cl.htmi#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 district(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. 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. d. The form may be used "as -is", subject to edits 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 same piece of paper. 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 document and can be edited to meet local needs, and posted for download on web sites, used as an e-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 to 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 Finance Notice 2006-7 for additional information on this obligation at hU://www.nj.p,ov/dca/divisions/digs/resourcestifns 2006.htm1). A sample Certification form is part of this package and the instruction to complete it is included in the Contractor Instructions. NOTE: This section is not applicable to Boards of Education. Requirements for National Cooperative Contract Page 47 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 DOC #4, continued C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Contractor Instructions Business entities (contractors) receiving contracts from a public agency that are NOT awarded pursuant to a "fair and open" process (defined at N.J.S.A. 19:44A-20.7) are subject to the provisions of P.L. 2005, c. 271, s.2 (N.J.S.A. 19:44A- 20.26). This law provides that 10 days prior to the award of such a contract, the contractor 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 committee) • any candidate committee of a candidate for, or holder of, an elective office: 0 of the public entity awarding the contract 0 of that county in which that public entity is located 0 of another public entity within that county 0 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 contributions. N.J.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% 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, officers, or directors of the business entity or their spouses ■ any subsidiaries directly or indirectly 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 is 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." N.J.S.A. 19:44A-20.26(b)] The contributor must be listed on the disclosure. Any business entity that fails 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 list of agencies is provided to assist the contractor in identifying those public agencies whose elected official and/or candidate campaign committees are affected by the disclosure requirement. It is the contractor's responsibility to identify the specific committees to which contributions may have been made and need to be disclosed. The disclosed information 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 in meeting its obligations under the law. NOTE: This section does not apply to Board of Education contracts. Requirements for National Cooperative Contract Page 48 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 N.J.S.A. 19:44A-3(s): "The term 'legislative leadership committee" means a committee established, authorized to be established, or 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 to section 16 of P.L.1993, c.65 (C.19:44A-10.1) for the purpose of receiving contributions and making expenditures." Requirements for National Cooperative Contract Page 49 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 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: L City: 1 State - 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 Printed Name Part If — Contribution Disclosure Title 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 Requirements for National Cooperative Contract Page 50 of 55 DocuSign Envelope ID: B65G1571-4024-499D-B18B-OD3971811E85 ❑ Check here if the information is continued on subsequent page(s) Requirements for National Cooperative Contract Page 51 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 DOC #4, continued List of Agencies with Elected Officials Required for Political Contribution Disclosure NA.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. Requirements for National Cooperative Contract Page 52 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 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 ❑ 1 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. Name: Home Address: Name: Home Address: Name: Home Address: Subscribed and sworn before me this _ day of .2 (Notary Public) My Commission expires: I VQI I IV, Home Address: Name. Home Address: Name: Home Address: (Affiant) (Print name & title of affiant) Requirements for National Cooperative Contract Page 53 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 DOC #6 Certification of Non -Involvement in Prohibited Activities in Iran Pursuant to N.J.S.A. 52:32-58, Offerors must certify that neither the Offeror, nor any of its parents, subsidiaries, and/or affiliates (as defined in N.J.S.A. 52:32 — 56(e) (3)), is listed on the Department of the Treasury's List of Persons or Entities Engaging in Prohibited Investment Activities in Iran and that neither is involved in any of the investment activities set forth in N.J.S.A. 52:32 — 56(f). Offerors wishing to do business in New Jersey through this contract must fill out the Certification of Non -Involvement in Prohibited Activities in Iran here: htt ://www.state.p .us/humanservices/dfd/info/standard/fdc/disclosure investmentact, df. Offerors should submit the above form completed with their proposal. Requirements for National Cooperative Contract Page 54 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 DOC #7 NEW JERSEY BUSINESS REGISTRATION CERTIFICATE (NA.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. http://www.state.n0.usltreasury/revenue/forrns/nire-q.pdf Requirements for National Cooperative Contract Page 55 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 EXHIBIT H ADVERTISING COMPLIANCE REQUIREMENT Pursuant to certain state notice provisions, including but not limited to Oregon Revised Statutes Chapter 279A.220, the following public agencies and political subdivisions of the referenced public agencies are eligible to register with OMNIA Partners, Public Sector and access the Master Agreement contract award made pursuant to this solicitation, and are hereby given notice of the foregoing request for proposals for purposes of complying with the procedural requirements of said statutes: Nationwide: State of Alabama State of Hawaii State of State of New Mexico State of South Massachusetts Dakota State of Alaska State of Idaho State of Michigan State of New York State of Tennessee State of Arizona State of Illinois State of Minnesota State of North State of Texas Carolina State of North State of Utah State of State of Indiana State of Mississippi Arkansas Dakota State of Ohio State of State of State of Iowa State of Missouri I California Vermont State of Colorado State of Kansas ' State of Montana State of Nebraska State of Oklahoma State of Oregon State of Virginia State of State of State of Connecticut Kentucky Washington State of State of State of Nevada State of State of West Delaware Louisiana Pennsylvania Virginia State of Florida State of Maine State of New State of Rhode State of Ham shire Island Wisconsin State of Georgia State of State of New State of South State of Maryland Jersey Carolina Wyoming_ District of Columbia Lists of political subdivisions and local governments in the above referenced states / districts may be found at htto:/Iwww.usa.9gV/Agencies/State_and Territories.shtml and httns:/Iwww.usa.gov/local7:govemments. Certain Public Agencies and Political Subdivisions: Requirements for National Cooperative Contract Page 56 of 45 DocuSign Envelope ID: B65C1571-4024-499D-618B-OD3971811E85 CITIES TOWNS VILLAGES AND BOROUGHS INCLUDING BUT NOT LIMITED TO: BAKER CITY GOLF COURSE, OR 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 CLATSKANIE, 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 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 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 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 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 Requirements for National Cooperative Contract Page 57 of 45 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 CITY OF SULPHUR, LA CITY OF TIGARD, OR CITY OF TROUTDALE, OR CITY OF TUALATIN, OR CITY OF WALKER, LA CITY OF WARRENTON, OR CITY OF WEST LINN, OR CITY OF WILSONVILLE, OR CITY OF WINSTON, OR CITY OF WOODBURN, OR LEAGUE OF OREGON CITES THE CITY OF HAPPY VALLEY OREGON ALPINE, UT ALTA, UT ALTAMONT, UT ALTON, UT AMALGA, UT AMERICAN FORK CITY, UT ANNABELLA, UT ANTIMONY, UT APPLE VALLEY, UT AURORA, UT BALLARD, UT BEAR RIVER CITY, UT BEAVER, UT BICKNELL, UT BIG WATER, UT BLANDING, UT BLUFFDALE, UT BOULDER, UT CITY OF BOUNTIFUL, UT BRIAN HEAD, UT BRIGHAM CITY CORPORATION, UT BRYCE CANYON CITY, UT CANNONVILLE, UT CASTLE DALE, UT CASTLE VALLEY, UT CITY OF CEDAR CITY, UT CEDAR FORT, UT CITY OF CEDAR HILLS, UT CENTERFIELD, UT CENTERVILLE CITY CORPORATION, UT CENTRAL VALLEY, UT CHARLESTON, UT CIRCLEVILLE, UT CLARKSTON, UT CLAWSON, UT CLEARFIELD, UT CLEVELAND, UT CLINTON CITY CORPORATION, UT COALVILLE, UT CORINNE, UT CORNISH, UT COTTONWOOD HEIGHTS, UT DANIEL, UT DELTA, UT DEWEYVILLE, UT DRAPER CITY, UT DUCHESNE,UT EAGLE MOUNTAIN, UT EAST CARBON, UT ELK RIDGE, UT ELMO, UT ELSINORE, UT ELWOOD, UT Requirements for National Cooperative Contract Page 58 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 EMERY, UT ENOCH,UT ENTERPRISE, UT EPHRAIM, UT ESCALANTE, UT EUREKA, UT FAIRFIELD, UT FAIRVIEW, UT FARMINGTON, UT FARR WEST, UT FAYETTE, UT FERRON,UT FIELDING, UT FILLMORE, UT FOUNTAIN GREEN, UT FRANCIS, UT FRUIT HEIGHTS, UT GARDEN CITY, UT GARLAND, UT GENOLA, UT GLENDALE, UT GLENWOOD, UT GOSHEN, UT GRANTSVILLE, UT GREEN RIVER, UT GUNNISON, UT HANKSVILLE, UT HARRISVILLE, UT HATCH,UT HEBER CITY CORPORATION, UT HELPER, UT HENEFER,UT HENRIEVILLE, UT HERRIMAN, UT HIDEOUT, UT HIGHLAND, UT HILDALE, UT HINCKLEY, UT HOLDEN, UT HOLLADAY, UT HONEYVILLE, UT HOOPER, LIT HOWELL, UT HUNTINGTON, UT HUNTSVILLE, UT CITY OF HURRICANE, UT HYDE PARK, UT HYRUM,UT INDEPENDENCE, UT IVINS, UT JOSEPH, UT JUNCTION, UT KAMAS, UT KANAB, UT KANARRAVILLE, UT KANOSH,UT KAYSVILLE, UT KINGSTON, UT KOOSHAREM,UT LAKETOWN, UT LA VERKIN, UT LAYTON, UT LEAMINGTON, UT LEEDS, UT LEHI CITY CORPORATION, UT Requirements for National Cooperative Contract Page 59 of 55 DocuSign Envelope ID: B65C1571-4024-49913-1318B-OD3971811E85 LEVAN, UT LEW ISTON, UT LINDON, UT LOA, UT LOGAN CITY, UT LYMAN, UT LYNNDYL, UT MANILA, UT MANTI, UT MANTUA,UT MAPLETON, UT MARRIOTT-SLATERVILLE, UT MARYSVALE,UT MAYFIELD, UT MEADOW, UT MENDON,UT MIDVALE CITY INC., UT MIDWAY, UT MILFORD, UT MILLVILLE, UT MINERSVILLE, UT MOAB, UT MONA, UT MONROE, LIT CITY OF MONTICELLO, UT MORGAN,UT MORONI, UT MOUNT PLEASANT, UT MURRAY CITY CORPORATION, UT MYTON, UT NAPLES, UT NEPHI, UT NEW HARMONY, 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 ORANGEVILLE, UT ORDERVILLE, UT OREM, UT PANGUITCH, UT PARADISE, UT PARAGONAH, UT PARK CITY, UT PAROWAN, UT PAYSON,UT PERRY,UT PLAIN CITY, UT PLEASANT GROVE 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 Requirements for National Cooperative Contract Page 60 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 RIVER HEIGHTS, UT RIVERTON CITY, UT ROCKVILLE, UT ROCKY RIDGE, UT ROOSEVELT CITY CORPORATION, UT ROY, UT RUSH VALLEY, UT CITY OF ST. GEORGE, UT SALEM, UT SALINA, UT SALT LAKE CITY CORPORATION, UT SANDY, UT SANTA CLARA, UT SANTAQUIN, UT SARATOGA SPRINGS, UT SCIPIO, UT SCOFIELD, UT SIGURD, UT SMITHFIELD, UT SNOWVILLE, UT 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,UT SUNNYSIDE, UT SUNSET CITY CORP, UT SYRACUSE,UT TABIONA, UT CITY OF TAYLORSVILLE, UT TOOELE CITY CORPORATION, UT TOQUERVILLE, UT TORREY, UT TREMONTON CITY, UT TRENTON, UT TROPIC, UT UINTAH, UT VERNAL CITY, UT VERNON,UT VINEYARD, UT VIRGIN, UT WALES, UT WALLSBURG, UT WASHINGTON CITY, UT WASHINGTON TERRACE, UT WELLINGTON, UT WELLSVILLE, UT WENDOVER, UT WEST BOUNTIFUL, UT WEST HAVEN, UT WEST JORDAN, UT WEST POINT, UT WEST VALLEY CITY, UT WILLARD, UT WOODLAND HILLS, UT WOODRUFF, UT WOODS CROSS, UT COUNTIES AND PARISHES INCLUDING BUT NOT LIMITED TO: ASCENSION PARISH, LA Requirements for National Cooperative Contract Page 61 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 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 COUNTY, OR DOUGLAS COUNTY, OR EAST BATON ROUGE PARISH, LA GILLIAM COUNTY, OR GRANT COUNTY, OR HARNEY COUNTY, OR HARNEY COUNTY SHERIFFS OFFICE, OR HAWAII COUNTY, HI HOOD RIVER COUNTY, OR JACKSON COUNTY, OR JEFFERSON 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 LAKE COUNTY, OR LANE COUNTY, OR LINCOLN COUNTY, OR LINN 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 COUNTY, OR TERREBONNE 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 Requirements for National Cooperative Contract Page 62 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 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, UT COUNTY OF MORGAN, UT COUNTY OF DAVIS, UT COUNTY OF SUMMIT, UT COUNTY OF DAGGETT, UT COUNTY OF SALT LAKE, UT COUNTY OF TOOELE, UT COUNTY OF UTAH, UT COUNTY OF WASATCH, UT COUNTY OF DUCHESNE, UT COUNTY OF UINTAH, UT COUNTY OF CARBON, UT COUNTY OF SANPETE, UT COUNTY OF JUAB, 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, UT COUNTY OF KANE, UT COUNTY OF IRON, UT COUNTY OF WASHINGTON, UT OTHER AGENCIES INCLUDING ASSOCIATIONS BOARDS DISTRICTS COMMISSIONS COUNCILS PUBLIC CORPORATIONS PUBLIC DEVELOPMENT AUTHORITIES RESERVATIONS AND UTILITIES INCLUDING BUT NOT LIMITED TO: ADAIR 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 WATER DISTRICT NO. 29, OR ALFALFA FIRE DISTRICT, OR ALSEA R.F.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 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 Requirements for National Cooperative Contract Page 63 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 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 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 BEAVER DRAINAGE IMPROVEMENT COMPANY, INC., OR BEAVER SLOUGH DRAINAGE DISTRICT, OR BEAVER SPECIAL ROAD DISTRICT, OR BEAVER WATER DISTRICT, OR BELLE MER S.I.G.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 BIENVILLE 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 BLUE RIVER PARK & RECREATION DISTRICT, OR BLUE RIVER WATER DISTRICT, OR BLY 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 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 HILL R.F.P.D. #1, OR BUNKER HILL SANITARY DISTRICT, OR BURLINGTON WATER DISTRICT, OR BURNT RIVER IRRIGATION DISTRICT, OR BURNT RIVER S.W.C.D., OR CALAPOOIA R.F.P.D., OR CAMAS VALLEY R.F.P.D., OR CAMELLIA PARK SANITARY DISTRICT, OR CAMMANN ROAD DISTRICT, OR CAMP 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 Requirements for National Cooperative Contract Page 64 of 55 DocuSign Envelope ID: 1365C1571-4024-499D-B18B-OD3971811E85 CAPE FERRELO R.F.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.F.P.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 CHARLESTON FIRE DISTRICT, OR CHARLESTON 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 CHERRIOTS, OR CHETCO COMMUNITY PUBLIC LIBRARY DISTRICT, OR CHILOQUIN VECTOR CONTROL DISTRICT, OR CHILOQUIN-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 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 R.F.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 CLOVERDALE R.F.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 #11, OR COLUMBIA 911 COMMUNICATIONS DISTRICT, OR COLUMBIA COUNTY 4-H & EXTENSION SERVICE DISTRICT, OR COLUMBIA DRAINAGE VECTOR CONTROL, OR COLUMBIA IMPROVEMENT DISTRICT, OR COLUMBIA R.F.P.D., OR COLUMBIA RIVER FIRE & RESCUE, OR COLUMBIA RIVER PUD, OR COLUMBIA S.W.C.D., OR Requirements for National Cooperative Contract Page 65 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 COLUMBIA S.W.C.D., OR CONFEDERATED TRIBES OF THE UMATILLA INDIAN RESERVATION COOS COUNTY AIRPORT DISTRICT, OR COOS COUNTY AIRPORT DISTRICT, OR COOS COUNTY AREA TRANSIT SERVICE DISTRICT, OR COOS COUNTY AREA TRANSIT SERVICE DISTRICT, OR COOS FOREST PROTECTIVE ASSOCIATION COOS S.W.C.D., OR COQUILLE R.F.P.D., OR COQUILLE VALLEY HOSPITAL DISTRICT, OR CORBETT WATER DISTRICT, OR CORNELIUS R.F.P.D., OR CORP 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 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 HEALTH DISTRICT, OR CURRY PUBLIC LIBRARY DISTRICT, OR DALLAS CEMETERY DISTRICT #4, OR DARLEY 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 DEER ISLAND DRAINAGE IMPROVEMENT COMPANY, OR DELL BROGAN CEMETERY MAINTENANCE DISTRICT, OR DEPOE 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 S.W.C.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 R.F.P.D., OR DOUGLAS COUNTY FIRE DISTRICT #2, OR DOUGLAS S.W.C.D., OR DRAKES CROSSING R.F.P.D., OR DRRH SPECIAL ROAD DISTRICT #6, OR DRY GULCH DITCH DISTRICT IMPROVEMENT COMPANY, OR DUFUR RECREATION DISTRICT, OR DUMBECK LANE DOMESTIC WATER SUPPLY, OR DUNDEE R.F.P.D., OR DURKEE COMMUNITY BUILDING PRESERVATION DISTRICT, OR Requirements for National Cooperative Contract Page 66 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 EAGLE POINT IRRIGATION DISTRICT, OR EAGLE VALLEY CEMETERY MAINTENANCE DISTRICT, OR EAGLE VALLEY R.F.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 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.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. #69, OR EUGENE R.F.P.D. # 1, OR EUGENE WATER AND ELECTRIC BOARD EVANS VALLEY FIRE DISTRICT #6, OR FAIR OAKS R.F.P.D., OR FAIRVIEW R.F.P.D., OR FAIRVIEW WATER DISTRICT, 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 -SILVER LAKE S.W.C.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 GATES R.F.P.D., 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 SPECIAL ROAD DISTRICT, OR GLENEDEN SANITARY DISTRICT, OR GLENWOOD WATER DISTRICT, OR GLIDE - IDLEYLD SANITARY DISTRICT, OR GLIDE R.F.P.D., OR GOLD BEACH - WEDDERBURN R.F.P.D., OR GOLD HILL IRRIGATION DISTRICT, OR GOLDFINCH ROAD DISTRICT, OR GOSHEN R.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 Requirements for National Cooperative Contract Page 67 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 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 GREENBERRY 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.F.P.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.C.D., OR HARPER SOUTH SIDE IRRIGATION DISTRICT, OR HARRISBURG FIRE AND RESCUE, OR HAUSER R.F.P.D., OR HAZELDELL RURAL FIRE DISTRICT, OR HEBO 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. #7-411, OR HEPPNER 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 #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 COMPANY, OR ICE FOUNTAIN WATER DISTRICT, OR IDAHO POINT SPECIAL ROAD DISTRICT, OR IDANHA-DETROIT RURAL FIRE PROTECTION DISTRICT, OR ILLINOIS VALLEY FIRE DISTRICT ILLINOIS VALLEY R.F.P.D., OR ILLINOIS VALLEY S.W.C.D., OR IMBLER R.F.P.D., OR INTERLACHEN WATER P.U.D., OR IONE LIBRARY DISTRICT, OR IONE R.F.P.D. #6-604, OR IRONSIDE CEMETERY MAINTENANCE DISTRICT, OR IRONSIDE RURAL ROAD DISTRICT #5, OR IRRIGON PARK & RECREATION DISTRICT, OR IRRIGON R.F.P.D., OR ISLAND CITY AREA SANITATION DISTRICT, OR ISLAND CITY CEMETERY MAINTENANCE DISTRICT, OR Requirements for National Cooperative Contract Page 68 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 JACK PINE VILLAGE SPECIAL ROAD DISTRICT, OR JACKSON COUNTY FIRE DISTRICT #3, OR JACKSON COUNTY FIRE DISTRICT #4, OR JACKSON COUNTY FIRE DISTRICT #5, OR JACKSON COUNTY LIBRARY DISTRICT, OR JACKSON COUNTY VECTOR CONTROL DISTRICT, OR JACKSON S.W.C.D., OR JASPER KNOLLS WATER DISTRICT, OR JEFFERSON COUNTY EMERGENCY MEDICAL SERVICE DISTRICT, OR JEFFERSON COUNTY FIRE DISTRICT #1, OR JEFFERSON COUNTY LIBRARY DISTRICT, OR JEFFERSON COUNTY S.W.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-FERNHILL R.F.P.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 R.F.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 JUNIPER FLAT R.F.P.D., OR JUNO NONPROFIT WATER IMPROVEMENT 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 KENO IRRIGATION DISTRICT, OR KENO PINES ROAD DISTRICT, OR KENO R.F.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 BASIN IMPROVEMENT DISTRICT, OR KLAMATH COUNTY DRAINAGE SERVICE DISTRICT, OR KLAMATH COUNTY EXTENSION SERVICE DISTRICT, OR KLAMATH COUNTY FIRE DISTRICT#1, OR KLAMATH COUNTY FIRE DISTRICT #3, 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 UNIT #2, OR KLAMATH INTEROPERABILITY RADIO GROUP, OR KLAMATH IRRIGATION DISTRICT, OR KLAMATH RIVER ACRES 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.F.P.D., OR LABISH VILLAGE SEWAGE & DRAINAGE, OR LACOMB IRRIGATION DISTRICT, OR Requirements for National Cooperative Contract Page 69 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 LAFAYETTE AIRPORT COMMISSION, LA LAFOURCHE PARISH HEALTH UNIT - DHH-OPH REGION 3 LAIDLAW WATER DISTRICT, 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 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.C.D., OR LAMONTAI IMPROVEMENT DISTRICT, 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 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 LINN 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 LYONS 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 MALHEUR COUNTY VECTOR CONTROL DISTRICT, OR MALHEUR DISTRICT IMPROVEMENT COMPANY, OR MALHEUR DRAINAGE DISTRICT, OR MALHEUR MEMORIAL HEALTH DISTRICT, OR MALIN COMMUNITY CEMETERY MAINTENANCE DISTRICT, OR Requirements for National Cooperative Contract Page 70 of 55 DocuSign Envelope ID: B65C1571-4024-49913-131813-0133971811E85 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 #1, OR MARION JACK IMPROVEMENT DISTRICT, OR MARION S.W.C.D., 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.U.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 MELHEUR COUNTY JAIL, OR MERLIN COMMUNITY 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 MIDDLE FORK IRRIGATION DISTRICT, OR MIDLAND COMMUNITY PARK, OR MIDLAND DRAINAGE IMPROVEMENT DISTRICT, OR MILES CROSSING SANITARY SEWER DISTRICT, OR MILL CITY R.F.P.D. #2-303, OR MILL FOUR DRAINAGE DISTRICT, OR MILLICOMA RIVER PARK & RECREATION DISTRICT, OR MILLINGTON R.F.P.D. #5, OR MILO 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 MODOC POINT SANITARY DISTRICT, OR MOHAWK VALLEY R.F.P.D., OR MOLALLA AQUATIC DISTRICT, OR MOLALLA R.F.P.D. #73, OR MONITOR R.F.P.D., 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.D., OR MOSIER FIRE DISTRICT, OR MOUNTAIN DRIVE SPECIAL ROAD DISTRICT, OR MT. ANGEL R.F.P.D., OR MT. HOOD IRRIGATION DISTRICT, OR Requirements for National Cooperative Contract Page 71 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 MT. LAKI CEMETERY DISTRICT, OR MT. VERNON R.F.P.D., OR MULINO WATER DISTRICT #1, OR MULTNOMAH COUNTY DRAINAGE DISTRICT #1, OR MULTNOMAH COUNTY R.F.P.D. #10, OR MULTNOMAH COUNTY R.F.P.D. #14, 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 R.F.P.D., OR NETARTS WATER DISTRICT, OR NETARTS-OCEANSIDE R.F.P.D., 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., 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. #9, 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.F.P.D., OR NORTH LAKE HEALTH DISTRICT, OR NORTH LEBANON WATER CONTROL DISTRICT, OR NORTH LINCOLN FIRE & RESCUE DISTRICT#1, 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 DITCH USERS DISTRICT IMPROVEMENT, OR NYSSA 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 OWYHEE DITCH IMPROVEMENT DISTRICT, OR OLNEY-WALLUSKI FIRE & RESCUE DISTRICT, OR ONTARIO LIBRARY DISTRICT, OR ONTARIO R.F.P.D., OR OPHIR R.F.P.D., OR OREGON COAST COMMUNITY ACTION OREGON HOUSING AND COMMUNITY SERVICES Requirements for National Cooperative Contract Page 72 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 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 OWW 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 R.F.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 #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 WATER DISTRICT-KLAMATH FALLS, OR PINE GROVE WATER DISTRICT-MAUPIN, OR PINE VALLEY CEMETERY DISTRICT, OR PINE VALLEY R.F.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 MINING AND IRRIGATION DISTRICT, OR POE VALLEY IMPROVEMENT DISTRICT, OR POE VALLEY PARK & RECREATION DISTRICT, OR POE VALLEY VECTOR CONTROL DISTRICT, OR POLK COUNTY FIRE DISTRICT #1, OR POLK S.W.C.D., 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 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 Requirements for National Cooperative Contract Page 73 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 PORT OF THE DALLES, OR 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 PORT ORFORD R.F.P.D., OR PORTLAND DEVELOPMENT COMMISSION, OR PORTLAND FIRE AND RESCUE PORTLAND HOUSING CENTER, OR POWDER R.F.P.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 #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 RIDDLE FIRE PROTECTION DISTRICT, OR RIDGEWOOD DISTRICT IMPROVEMENT COMPANY, OR RIDGEWOOD ROAD DISTRICT, OR RIETH SANITARY DISTRICT, OR RIETH 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 RIVER ROAD WATER DISTRICT, OR RIVERBEND RIVERBANK WATER IMPROVEMENT DISTRICT, OR RIVERDALE R.F.P.D. 11-JT, OR RIVERGROVE WATER DISTRICT, OR RIVERSIDE MISSION WATER CONTROL DISTRICT, OR RIVERSIDE R.F.P.D. #7-406, OR RIVERSIDE WATER DISTRICT, OR ROBERTS CREEK WATER DISTRICT, OR ROCK CREEK DISTRICT IMPROVEMENT, OR ROCK CREEK WATER DISTRICT, OR ROCKWOOD WATER P.U.D., OR ROCKY POINT FIRE & EMS, OR ROGUE RIVER R.F.P.D., 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 #3, OR RURAL ROAD ASSESSMENT DISTRICT #4, 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 Requirements for National Cooperative Contract Page 74 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 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.F.P.D. #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 #30J, 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 SHELLEY ROAD CREST ACRES WATER DISTRICT, OR SHERIDAN FIRE DISTRICT, OR SHERMAN COUNTY HEALTH DISTRICT, OR SHERMAN COUNTY S.W.C.D., OR SHORELINE SANITARY DISTRICT, OR SILETZ KEYS SANITARY DISTRICT, OR SILETZ R.F.P.D., OR SILVER FALLS LIBRARY DISTRICT, OR SILVER LAKE IRRIGATION DISTRICT, OR SILVER LAKE R.F.P.D., OR SILVER SANDS SPECIAL ROAD DISTRICT, OR SILVERTON R.F.P.D. NO. 2, OR SISTERS PARKS & RECREATION DISTRICT, OR SISTERS -CAMP SHERMAN R.F.P.D., OR SIUSLAW PUBLIC LIBRARY DISTRICT, OR SIUSLAW S.W.C.D., OR SIUSLAW VALLEY FIRE AND RESCUE, OR SIXES R.F.P.D., OR SKIPANON 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 SUBURBAN SANITARY DISTRICT, OR SOUTH WASCO PARK & RECREATION DISTRICT, OR SOUTHERN COOS HEALTH DISTRICT, OR SOUTHERN CURRY CEMETERY MAINTENANCE DISTRICT, OR SOUTHVIEW IMPROVEMENT DISTRICT, OR SOUTHWEST LINCOLN COUNTY WATER DISTRICT, OR SOUTHWESTERN POLK COUNTY R.F.P.D., OR SOUTHWOOD PARK WATER DISTRICT, OR SPECIAL ROAD DISTRICT#1, OR Requirements for National Cooperative Contract Page 75 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 SPECIAL ROAD DISTRICT #8, OR SPRING RIVER SPECIAL ROAD DISTRICT, OR SPRINGFIELD UTILITY BOARD, OR ST. PAUL R.F.P.D., OR STANFIELD CEMETERY 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 SUCCOR CREEK DISTRICT IMPROVEMENT COMPANY, OR SUMMER LAKE IRRIGATION DISTRICT, OR SUMMERVILLE CEMETERY MAINTENANCE DISTRICT, OR SUMNER R.F.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 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 R.F.P.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 TIGARD 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 TOBIN 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 TUALATIN HILLS PARK & RECREATION DISTRICT TUALATIN HILLS PARK & RECREATION DISTRICT, OR TUALATIN S.W.C.D., OR TUALATIN VALLEY FIRE & RESCUE TUALATIN VALLEY FIRE & RESCUE, OR TUALATIN VALLEY IRRIGATION DISTRICT, OR TUALATIN VALLEY WATER DISTRICT Requirements for National Cooperative Contract Page 76 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 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 R.F.P.D., OR TYGH VALLEY WATER DISTRICT, OR UMATILLA COUNTY FIRE DISTRICT#1, OR UMATILLA COUNTY S.W.C.D., OR UMATILLA COUNTY SPECIAL LIBRARY DISTRICT, OR UMATILLA HOSPITAL DISTRICT, OR UMATILLA R.F.P.D. #7-405, 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 CONTROL DISTRICT, OR UNION GAP SANITARY DISTRICT, OR UNION GAP WATER DISTRICT, OR UNION HEALTH DISTRICT, OR UNION R.F.P.D., OR UNION S.W.C.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 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 R.F.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 WAMIC R.F.P.D., 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.W.C.D., 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 Requirements for National Cooperative Contract Page 77 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 WESTON ATHENA MEMORIAL HALL PARK & RECREATION DISTRICT, OR WESTON CEMETERY DISTRICT #2, OR WESTPORT FIRE AND RESCUE, OR WESTRIDGE WATER SUPPLY CORPORATION, OR WESTWOOD HILLS ROAD DISTRICT, OR WESTWOOD VILLAGE ROAD DISTRICT, OR WHEELER S.W.C.D., OR WHITE RIVER HEALTH DISTRICT, OR WIARD MEMORIAL PARK DISTRICT, OR WICKIUP WATER DISTRICT, OR WILLAKENZIE R.F.P.D., OR WILLAMALANE PARK & RECREATION DISTRICT, OR WILLAMALANE PARK AND RECREATION DISTRICT WILLAMETTE HUMANE SOCIETY WILLAMETTE RIVER WATER COALITION, OR WILLIAMS R.F.P.D., OR WILLOW CREEK PARK DISTRICT, OR WILLOW DALE WATER DISTRICT, OR WILSON RIVER WATER DISTRICT, OR WINCHESTER BAY R.F.P.D., OR WINCHESTER BAY SANITARY DISTRICT, OR WINCHUCK R.F.P.D., OR WINSTON-DILLARD R.F.P.D., OR WINSTON-DILLARD WATER DISTRICT, OR WOLF CREEK R.F.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 YAMHILL FIRE PROTECTION DISTRICT, OR YAMHILL SWCD, OR YONCALLA PARK & RECREATION DISTRICT, OR YOUNGS RIVER-LEWIS & CLARK WATER DISTRICT, OR ZUMWALT R.F.P.D., OR K-12 INCLUDING BUT NOT LIMITED TO: ACADIA PARISH SCHOOL BOARD 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 CENTRAL POINT SCHOOL DISTRICT NO.6 CENTRAL SCHOOL DISTRICT 13J COOS BAY SCHOOL DISTRICT NO.9 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 HS Requirements for National Cooperative Contract Page 78 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 DESCHUTES COUNTY SCHOOL DISTRICT NO.6 DOUGLAS EDUCATIONAL DISTRICT SERVICE DUFUR SCHOOL DISTRICT NO.29 EAST BATON ROUGE PARISH SCHOOL DISTRICT ESTACADA SCHOOL DISTRICT N0.10B FOREST GROVE SCHOOL DISTRICT GEORGE 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 HILLSBORO SCHOOL DISTRICT HOOD RIVER COUNTY SCHOOL DISTRICT JACKSON CO SCHOOL DIST NO.9 JEFFERSON COUNTY SCHOOL DISTRICT 509-J JEFFERSON PARISH SCHOOL DISTRICT JEFFERSON SCHOOL DISTRICT JUNCTION CITY SCHOOLS, OR KLAMATH COUNTY SCHOOL DISTRICT KLAMATH FALLS CITY SCHOOLS LAFAYETTE PARISH SCHOOL DISTRICT LAKE OSWEGO SCHOOL DISTRICT 7J LANE COUNTY SCHOOL DISTRICT 4J LINCOLN COUNTY SCHOOL DISTRICT LINN CO. SCHOOL DIST. 95C LIVINGSTON PARISH SCHOOL DISTRICT LOST RIVER JR/SR HIGH SCHOOL LOWELL SCHOOL DISTRICT NO.71 MARION COUNTY SCHOOL DISTRICT MARION COUNTY SCHOOL DISTRICT 103 MARIST HIGH SCHOOL, OR MCMINNVILLE SCHOOL DISTRICT NOAO MEDFORD SCHOOL DISTRICT 549C MITCH CHARTER SCHOOL MONROE SCHOOL DISTRICT N0.1J MORROW COUNTY SCHOOL DIST, OR MULTNOMAH EDUCATION SERVICE DISTRICT MULTISENSORY LEARNING ACADEMY MYRTLE PINT SCHOOL DISTRICT 41 NEAH-KAH-NIE 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 TRAIL SCHOOL DISTRICT NOA6 ORLEANS PARISH SCHOOL DISTRICT PHOENIX -TALENT SCHOOL DISTRICT NOA PLEASANT HILL SCHOOL DISTRICT PORTLAND JEWISH ACADEMY PORTLAND PUBLIC SCHOOLS RAPIDES PARISH SCHOOL DISTRICT REDMOND SCHOOL DISTRICT REYNOLDS SCHOOL DISTRICT ROGUE RIVER SCHOOL DISTRICT ROSEBURG PUBLIC SCHOOLS SCAPPOOSE SCHOOL DISTRICT 1J SAINT TAMMANY PARISH SCHOOL BOARD, LA SEASIDE SCHOOL DISTRICT 10 Requirements for National Cooperative Contract Page 79 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 SHERWOOD SCHOOL DISTRICT 88J SILVER FALLS SCHOOL DISTRICT 4J SOUTH LANE SCHOOL DISTRICT 45J3 SOUTHERN OREGON EDUCATION SERVICE DISTRICT SPRINGFIELD PUBLIC SCHOOLS SUTHERLIN SCHOOL DISTRICT SWEET HOME SCHOOL DISTRICT NO.55 TERREBONNE PARISH SCHOOL DISTRICT THE CATLIN GABEL SCHOOL TIGARD-TUALATIN SCHOOL DISTRICT UMATILLA MORROW ESD WEST LINN WILSONVILLE SCHOOL DISTRICT WILLAMETTE 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 (BSTA) , 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 CHARTER SCHOOL LEWIS ACADEMY, UT CITY ACADEMY, UT DAGGETT SCHOOL DISTRICT, UT DAVINCI ACADEMY, UT DAVIS 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 ALCOTT 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 ITINERIS EARLY COLLEGE HIGH, UT JOHN HANCOCK CHARTER SCHOOL, UT JORDAN DISTRICT, UT JUAB SCHOOL DISTRICT, UT KANE SCHOOL DISTRICT, UT KARL G MAESER PREPARATORY ACADEMY, UT LAKEVIEW ACADEMY, UT LEGACY PREPARATORY ACADEMY, UT Requirements for National Cooperative Contract Page 80 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 LIBERTY ACADEMY, UT LINCOLN ACADEMY, UT LOGAN SCHOOL DISTRICT, UT MARIA MONTESSORI ACADEMY, UT MERIT COLLEGE PREPARATORY ACADEMY, UT 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 PIUTE SCHOOL DISTRICT, UT PROVIDENCE HALL, UT PROVO 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 SUMMIT ACADEMY, 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 Requirements for National Cooperative Contract Page 81 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 UTAH VIRTUAL ACADEMY, UT VENTURE 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 WEILENMANN SCHOOL OF DISCOVERY, UT HIGHER EDUCATION ARGOSY UNIVERSITY BATON ROUGE COMMUNITY COLLEGE, LA BIRTHINGWAY 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 KLAMATH COMMUNITY COLLEGE DISTRICT LANE COMMUNITY COLLEGE LEWIS AND CLARK COLLEGE LINFIELD COLLEGE LINN-BENTON COMMUNITY COLLEGE LOUISIANA COLLEGE, LA LOUISIANA 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 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 WILLAMETTE UNIVERSITY XAVIER UNIVERSITY UTAH SYSTEM OF HIGHER EDUCATION, UT Requirements for National Cooperative Contract Page 82 of 55 DocuSign Envelope ID: 665C1571-4024-499D-B18B-OD3971811E85 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 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 OREGON 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 SEIU LOCAL 503, OPEU SOH- JUDICIARY CONTRACTS AND PURCH STATE DEPARTMENT OF DEFENSE, STATE OF HAWAII STATE OF HAWAII STATE OF HAWAII, DEPT. OF EDUCATION STATE OF LOUISIANA STATE OF LOUISIANA DEPT. OF EDUCATION STATE OF LOUISIANA, 26 JUDICIAL DISTRICT ATTORNEY STATE OF UTAH Requirements for National Cooperative Contract Page 83 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 EXHIBIT B Original Government Contract FIN-S Formal Cooperative Purchase Agreement (10-2022) DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 Region 4 Education Service Center (ESC) Contract # R191804 for Furniture, Installation and Related Services with The HON Company LLC Effective: May 1, 2020 DocuSign Envelope ID: B65C1571-4024-499D-B1813-OD3971811E85 The following documents comprise the executed contract between the Region 4 Education Service Center and the HON Company LLC effective May 1, 2020: I. Vendor Contract and Signature Form 11. Supplier's Response to the RFP, incorporated by reference DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 APPENDIX A CONTRACT This Contract ("Contract' is made as of April 28 2020 by and between the HON Company LLC ("Contractor') and Region 4 Education Service Center ("Region 4 ESC') for the purchase of Furniture, Installation, and Related Services (1he products and services'). RECITALS WHEREAS, Region 4 ESC issued Request for Proposals Number RFP #19-18 for Furniture, Installation, and Related Services (`RFP"), to which Contractor provided a response ("Proposal"); and WHEREAS, Region 4 ESC selected Contractor's Proposal and wishes to engage Contractor in providing the services/materials described in the RFP and Proposal; WHEREAS, both parties agree and understand the following pages will constitute the Contract between the Contractor and Region 4 ESC, having its principal place of business at 7145 West Tidwell Road, Houston,, TX 77092. WHEREAS, Contractor included, in writing, any required exceptions or deviations from these terms, conditions, and specifications; and it is further understood that, if agreed to by Region 4 ESC, said exceptions or deviations are incorporated into the Contract. WHEREAS, this Contract consists of the provisions set forth below, including provisions of all attachments referenced herein. In the event of a conflict between the provisions set forth below and those contained in any attachment, the provisions set forth below shall control. WHEREAS, the Contract will provide that any 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") may purchase products and services at prices indicated in the Contract upon the Public Agency's registration with OMNIA Partners. 1) Term of agreement. The term of the Contract is for a period of three (3) years unless terminated, canceled or extended as otherwise provided herein. Region 4 ESC shall have the right to renew the Contract for two (2) additional one-year periods or portions thereof. Region 4 ESC shall review the Contract prior to the renewal date and notify the Contractor of Region 4 ESC's intent renew the Contract. Contractor may elect not to renew by providing three hundred sixty-five days' (365) notice to Region 4 ESC. Notwithstanding the expiration of the initial term or any subsequent term or all renewal options, Region 4 ESC and Contractor may mutually agree to extend the term of this Agreement. Contractor acknowledges and understands Region 4 ESC is under no obligation whatsoever to extend the term of this Agreement. 2) Scope: Contractor shall perform all duties, responsibilities and obligations, set forth in this agreement, and described in the RFP, incorporated herein by reference as though fully set forth herein. CONTRACT 1 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 3) Form of Contract. The form of Contract shall be the RFP, the Offeror's proposal and Best and Final Offer(s). 4) Order of Precedence. In the event of a conflict in the provisions of the Contract as accepted by Region 4 ESC, the following order of precedence shall prevail: i. This Contract ii. Offeror's Best and Final Offer iii. Offeror's proposal iv. RFP and any addenda 5) Commencement of Work. The Contractor is cautioned not to commence any billable work or provide any material or service under this Contract until Contractor receives a purchase order for such work or is otherwise directed to do so in writing by Region 4 ESC. 6) Entire Agreement Parol evidence). The Contract, as specified above, represents the final written expression of agreement. All agreements are contained herein and no other agreements or representations that materially alter it are acceptable. 7) Assignment of Contract. No assignment of Contract may be made without the prior written approval of Region 4 ESC. Contractor is required to notify Region 4 ESC when any material change in operations is made (i.e. bankruptcy, change of ownership, merger, etc.). 8) Novation. If Contractor sells or transfers all assets or the entire portion of the assets used to perform this Contract, a successor in interest must guarantee to perform all obligations under this Contract. Region 4 ESC reserves the right to accept or reject any new party. A change of name agreement will not change the contractual obligations of Contractor. 9) Contract Alterations. No alterations to the terms of this Contract shall be valid or binding unless authorized and signed by Region 4 ESC. 10) Adding Authorized Distributors/Dealers. Contractor is prohibited from authorizing additional distributors or dealers, other than those identified at the time of submitting their proposal, to sell under the Contract without notification and prior written approval from Region 4 ESC. Contractor must notify Region 4 ESC each time it wishes to add an authorized distributor or dealer. Purchase orders and payment can only be made to the Contractor unless otherwise approved by Region 4 ESC. Pricing provided to members by added distributors or dealers must also be less than or equal to the Contractor's pricing. 11)TERMINATION OF CONTRACT a) Cancellation for Non -Performance or Contractor Deficiency. Region 4 ESC may terminate the Contract if purchase volume is determined to be low volume in any 12-month period. Region 4 ESC reserves the right to cancel the whole or any part of this Contract due to failure by Contractor to carry out any obligation, term or condition of the contract. Region 4 ESC may issue a written deficiency notice to Contractor for acting or failing to act in any of the following: i. Providing material that does not meet the specifications of the Contract; ii. Providing work or material was not awarded under the Contract; iii. Failing to adequately perform the services set forth in the scope of work and specifications; CONTRACT 2 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 iv. Failing to complete required work or furnish required materials within a reasonable amount of time; v. Failing to make progress in performance of the Contract or giving Region 4 ESC reason to believe Contractor will not or cannot perform the requirements of the Contract; or vi. Performing work or providing services under the Contract prior to receiving an authorized purchase order. Upon receipt of a written deficiency notice, Contractor shall have ten (10) days to provide a satisfactory response to Region 4 ESC. Failure to adequately address all issues of concern may result in Contract cancellation. Upon cancellation under this paragraph, all goods, materials, work, documents, data and reports prepared by Contractor under the Contract shall immediately become the property of Region 4 ESC. b) Termination for Cause. If, for any reason, Contractor fails to fulfill its obligation in a timely manner, or Contractor violates any of the covenants, agreements, or stipulations of this Contract Region 4 ESC reserves the right to terminate the Contract immediately and pursue all other applicable remedies afforded by law. Such termination shall be effective by delivery of notice, to the Contractor, specifying the effective date of termination. In such event, all documents, data, studies, surveys, drawings, maps, models and reports prepared by Contractor will become the property of the Region 4 ESC. If such event does occur, Contractor will be entitled to receive just and equitable compensation for the satisfactory work completed on such documents. c) Delivery/Service Failures. Failure to deliver goods or services within the time specified, or within a reasonable time period as interpreted by the purchasing agent or failure to make replacements or corrections of rejected articles/services when so requested shall constitute grounds for the Contract to be terminated. In the event Region 4 ESC must purchase in an open market, Contractor agrees to reimburse Region 4 ESC, within a reasonable time period, for all expenses incurred. i) Additional Delivery/Installation Charges: Contractor may enter into additional negotiations with a purchasing agency for additional delivery or installation charges based on onerous conditions. Additional delivery and/or installation charges may only be charged if mutually agreed upon by the purchasing agency and Contractor and can only be charged on a per individual project basis. d) Farce Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders of any kind of government of the United States or the State of Texas or any civil or military authority; insurrections; riots; epidemics; landslides; fighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability_ It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty. CONTRACT 3 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 e) Standard Cancellation. Region 4 ESC may cancel this Contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order. 12) Licenses. Contractor shall maintain in current status all federal, state and local licenses, bonds and permits required for the operation of the business conducted by Contractor. Contractor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the Contract. Region 4 ESC reserves the right to stop work and/or cancel the Contract if Contractor's license(s) expire, lapse, are suspended or terminated. 13) Survival Clause. All applicable software license agreements, warranties or service agreements that are entered into between Contractor and Region 4 ESC under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by Contractor shall survive expiration or termination of the Contract. 14) Delivery. Conforming product shall be shipped within 7 days of receipt of Purchase Order. If delivery is not or cannot be made within this time period, the Contractor must receive authorization for the delayed delivery. The order may be canceled if the estimated shipping time is not acceptable. All deliveries shall be freight prepaid, F.O.B. Destination and shall be included in all pricing offered unless otherwise clearly stated in writing. 15) Inspection & Acceptance. If defective or incorrect material is delivered, Region 4 ESC may make the determination to return the material to the Contractor at no cost to Region 4 ESC. The Contractor agrees to pay all shipping costs for the return shipment. Contractor shall be responsible for arranging the return of the defective or incorrect material. 16) Payments. Payment shall be made after satisfactory performance, in accordance with all provisions thereof, and upon receipt of a properly completed invoice. 17) Price Adjustments. Should it become necessary or proper during the term of this Contract to make any change in design or any alterations that will increase price, Region 4 ESC must be notified immediately. Price increases must be approved by Region 4 ESC and no payment for additional materials or services, beyond the amount stipulated in the Contract shall be paid without prior approval. All price increases must be supported by manufacturer documentation, or a formal cost justification letter. Contractor must honor previous prices for thirty (30) days after approval and written notification from Region 4 ESC. It is the Contractor's responsibility to keep all pricing up to date and on file with Region 4 ESC. All price changes must be provided to Region 4 ESC, using the same format as was provided and accepted in the Contractor's proposal. Price reductions may be offered at any time during Contract. Special, time -limited reductions are permissible under the following conditions: 1) reduction is available to all users equally; 2) reduction is for a specific period, normally not less than thirty (30) days; and 3) original price is not exceeded after the time -limit. Contractor shall offer Region 4 ESC any published price reduction during the Contract term. 18) Au&t Rights. Contractor shall, at its sole expense, maintain appropriate due diligence of all purchases made by Region 4 ESC and any entity that utilizes this Contract. Region 4 ESC reserves the right to audit the accounting for a period of three (3) years from the time such CONTRACT 4 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. Region 4 ESC shall have the authority to conduct random audits of Contractor's pricing at Region 4 ESC's sole cost and expense. Notwithstanding the foregoing, in the event that Region 4 ESC is made aware of any pricing being offered that is materially inconsistent with the pricing under this agreement, Region 4 ESC shall have the ability to conduct an extensive audit of Contractor's pricing at Contractor's sole cost and expense. Region 4 ESC may conduct the audit internally or may engage a third - party auditing firm. In the event of an audit, the requested materials shall be provided in the format and at the location designated by Region 4 ESC. 19) Discontinued Products. If a product or model is discontinued by the manufacturer, Contractor may substitute a new product or model if the replacement product meets or exceeds the specifications and performance of the discontinued model and if the discount is the same or greater than the discontinued model. 20) New Products/Services. New products and/or services that meet the scope of work may be added to the Contract. Pricing shall be equivalent to the percentage discount for other products. Contractor may replace or add product lines if the line is replacing or supplementing products, is equal or superior to the original products, is discounted similarly or greater than the original discount, and if the products meet the requirements of the Contract. No products and/or services may be added to avoid competitive procurement requirements. Region 4 ESC may require additions to be submitted with documentation from Members demonstrating an interest in, or a potential requirement for, the new product or service. Region 4 ESC may reject any additions without cause. 21) Options. Optional equipment for products under Contract may be added to the Contract at the time they become available under the following conditions: 1) the option is priced at a discount similar to other options; 2) the option is an enhancement to the unit that improves performance or reliability. 22)Warranty Conditions. All supplies, equipment and services shall include manufacturer's minimum standard warranty and one (1) year labor warranty unless otherwise agreed to in writing. 23) Site Cleanup. Contractor shall clean up and remove all debris and rubbish resulting from their work as required or directed. Upon completion of the work, the premises shall be left in good repair and an orderly, neat, clean, safe and unobstructed condition. 24) Site Preparation. Contractor shall not begin a project for which the site has not been prepared, unless Contractor does the preparation work at no cost, or until Region 4 ESC includes the cost of site preparation in a purchase order. Site preparation includes, but is not limited to: moving furniture, installing wiring for networks or power, and similar pre -installation requirements. 25) Registered Sex Offender Restrictions. For work to be performed at schools, Contractor agrees no employee or employee of a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are or are reasonably expected to be present. Contractor agrees a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at Region 4 ESC's discretion. Contractor must identify any additional costs associated with compliance of this CONTRACT 5 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 term. If no costs are specified, compliance with this term will be provided at no additional charge. 26) Safety measures. Contractor shall take all reasonable precautions for the safety of employees on the worksite and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Contractor shall post warning signs against all hazards created by its operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage. 27) Smoking. Persons working under the Contract shall adhere to local smoking policies. Smoking will only be permitted in posted areas or off premises. 28) Stored materials. Upon prior written agreement between the Contractor and Region 4 ESC, payment may be made for materials not incorporated in the work but delivered and suitably stored at the site or some other location, for installation at a later date. An inventory of the stored materials must be provided to Region 4 ESC prior to payment. Such materials must be stored and protected in a secure location and be insured for their full value by the Contractor against loss and damage. Contractor agrees to provide proof of coverage and additionally insured upon request. Additionally, if stored offsite, the materials must also be clearly identified as property of Region 4 ESC and be separated from other materials. Region 4 ESC must be allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite, as necessary. Until final acceptance by Region 4 ESC, it shall be the Contractor's responsibility to protect all materials and equipment. Contractor warrants and guarantees that title for all work, materials and equipment shall pass to Region 4 ESC upon final acceptance. 29) Funding Out Clause. A Contract for the acquisition, including lease, of real or personal property is a commitment of Region 4 ESC's current revenue only. Region 4 ESC retains the right to terminate the Contract at the expiration of each budget period during the term of the Contract and is conditioned on a best effort attempt by Region 4 ESC to obtain appropriate funds for payment of the contract. 30) Indemnity. Contractor shall protect, indemnify, and hold harmless both Region 4 ESC and its administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the Contractor, Contractor employees or subcontractors in the preparation of the solicitation and the later execution of the Contract. Any litigation involving either Region 4 ESC, its administrators and employees and agents will be in Harris County, Texas. 31) Marketing. Contractor agrees to allow Region 4 ESC to use their name and logo within website, marketing materials and advertisement. Any use of Region 4 ESC name and logo or any form of publicity, inclusive of press releases, regarding this Contract by Contractor must have prior approval from Region 4 ESC. 32) Certificates of Insurance. Certificates of insurance shall be delivered to the Region 4 ESC prior to commencement of work. The Contractor shall give Region 4 ESC a minimum of ten (10) days' notice prior to any modifications or cancellation of policies. The Contractor shall require all subcontractors performing any work to maintain coverage as specified. 33) Leval Obligations. It is Contractor's responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services and shall comply with all laws CONTRACT 6 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 while fulfilling the Contract. Applicable laws and regulation must be followed even if not specifically identified herein. 34)Tariff Surcharges: Contractor has the option to charge a surcharge, as an additional line item, if approved by the purchasing agency. All surcharges must be based on a percentage of total order and must be approved by Region 4 prior to use. CONTRACT 7 DocuSign Envelope ID: B65C1571-4024-499D-B1BB-OD3971811E85 The undersigned hereby offers and, if awarded, agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless noted in writing. Company Name The HON Company LLC Address 200 Oak Street City/State/Zip Muscatine IA 52761 Telephone No. 800 466-8694 Email Address HNIGovContracts hnicor .com Printed Name David Bizak Title Authorized signature Accepted by Region 4 ESC: Contract No.pal q_y 8py Initial Contract Term A.i1 Zola to Regi n 4 E Authorize Boar ember Margaret S. Bass Print Name Region 4 ESC Authorized Board Member Carmen T. Moreno Tint Name Am- � 3o. 2,a23 4/28/2020 Date 4/28/2020 Date DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 The HON Company Solicitation Number 19-18 Request for Proposal (RFP) by Region 4 Education Service Center ("ESC") for Furniture and Installation DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 Headquarters 201^ - lc,. Honl,, .iSCa"�n c_ A December 09, 2019 Region 4 Education Service Center OMNIA Partners 7145 Tidwell Road Houston, TX 77092 RE: RFP for Furniture and Installation; Solicitation Number 19-18 Dear Region 4 Education Service Center: Enclosed, please find The HON Company's proposal to perform the covered services under the terms of the Furniture and Installation Solicitation Number 19-18. Over the past 10 years, The HON Company has strategically positioned the OMNIA Partners contract as our leading nationwide public sector cooperative agreement. The HON Company products and services have been an excellent solution for governmental and public entities looking for greater efficiency and economy in procuring furniture. Upon award, The HON Company will continue to promote our exceptional value and the value of the Region 4 ESC/OMNIA Partners Cooperative. We believe that our proposal provides a comprehensive response for the requirements stated in this RFP. We are confident we have and will continue to support the OMNIA Partners contract as our leading nationwide cooperative agreement. Our executive sales leadership team, including the VP and GM of Sales and Service and Director of Public Sector Sales, will continue to position this contract within our internal sales teams and our authorized dealer partners as the primary tool within our public sector strategy. The success of our leadership team to drive this message forward is evidenced by our strong year over year sales growth under the Region 4 contract. The HON Company is not merely offering great product solutions but will continue to work - diligently towards building a lasting partnership between our organizations. With this proposal, our desire is to demonstrate continued dedication towards Region 4, OMNIA Partners, and our shared customers. Sincerely. David Bizak Vice President of Finance The HON Company The iON Compary h— cm,n DocuSign Envelope ID: 1365C1571-4024-49913-618B-OD3971811 E85 Table of Contents Tab 1 Draft Contract & Signature Form a. Appendix A - Draft Contract b. Offer & Contract Signature Form c. Appendix B - Terms & Conditions Acceptance Form d. Amendment 1 e. Certificate of Insurance Tab 2 Products/Pricing a. Discount Matrix b. Services Pricing c. Electronic Catalog d. Order to Delivery Brochure Tab 3 Performance a. Appendix D, Exhibit A b. Appendix D, Exhibit B (redlined) c. Appendix F, Federal Funds Certifications d. Appendix G, New Jersey Business Compliance e. Evaluation Criteria Response f. D&B Report - The HON Company LLC g. D&B Report - HNI Corporation h. HON Full Lifetime Warranty i. HON Limited 5-year Warranty Tab 4 Qualifications & Experience a. References Tab 5 Value Add a. Value -Added Services Tab 6 Additional Required Documents a. Appendix C, Doc 1 - Open Records Policy b. Appendix C, Doc 2 - Antitrust Certification Statement c. Appendix C, Doc 3 - Implementation House Bill 1295 Certificate of Interested Parties 1295 Certificate of Interested Parties d. Appendix C, Doc 4 - Texas Government Code 2270 Verification Form e. Appendix C, Doc 5 - Special Conditions f. Appendix C, Doc 6 - Questionnaire DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 n O 3 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 APPENDIX A DRAFT C NTRACT This Contract ("Contract') is made as of . 2020 by and between ("Contractor') and Region 4 Education Service Center ("Region 4 ESC') for the purchase of ("the products and services'). RECITALS WHEREAS, Region 4 ESC issued Request for Proposals Number R for ("RFP"), to which Contractor provided a response ("Proposal"); and WHEREAS, Region 4 ESC selected Contractor's Proposal and wishes to engage Contractor in providing the services/materials described in the RFP and Proposal; WHEREAS, both parties agree and understand the following pages will constitute the Contract between the Contractor and Region 4 ESC, having its principal place of business at 7145 West Tidwell Road, Houston, TX 77092. WHEREAS, Contractor included, in writing, any required exceptions or deviations from these terms, conditions, and specifications; and it is further understood that, if agreed to by Region 4 ESC, said exceptions or deviations are incorporated into the Contract. WHEREAS, this Contract consists of the provisions set forth below, including provisions of all attachments referenced herein. In the event of a conflict between the provisions set forth below and those contained in any attachment, the provisions set forth below shall control. WHEREAS, the Contract will provide that any 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") may purchase products and services at prices indicated in the Contract upon the Public Agency's registration with OMNIA Partners. 1) Term of agreement. The term of the Contract is for a period of three (3) years unless terminated, canceled or extended as otherwise provided herein. Region 4 ESC shall have the right to renew the Contract for two (2) additional one-year periods or portions thereof. Region 4 ESC shall review the Contract prior to the renewal date and notify the Contractor of Region 4 ESC's intent renew the Contract. Contractor may elect not to renew by providing three hundred sixty-five days' (365) notice to Region 4 ESC. Notwithstanding the expiration of the initial term or any subsequent term or all renewal options, Region 4 ESC and Contractor may mutually agree to extend the term of this Agreement. Contractor acknowledges and understands Region 4 ESC is under no obligation whatsoever to extend the term of this Agreement. 2) Scope: Contractor shall perform all duties, responsibilities and obligations, set forth in this agreement, and described in the RFP, incorporated herein by reference as though fully set forth herein. CONTRACT 11 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 3) Form of Contract. The form of Contract shall be the RFP, the Offeror's proposal and Best and Final Offer(s). 4) Order of Precedence. In the event of a conflict in the provisions of the Contract as accepted by Region 4 ESC, the following order of precedence shall prevail: i. This Contract ii. Offeror's Best and Final Offer iii. Offeror's proposal iv. RFP and any addenda 5) Commencement of Work. The Contractor is cautioned not to commence any billable work or provide any material or service under this Contract until Contractor receives a purchase order for such work or is otherwise directed to do so in writing by Region 4 ESC. 6) Entire Agreement (Parol evidence). The Contract, as specified above, represents the final written expression of agreement. All agreements are contained herein and no other agreements or representations that materially alter it are acceptable. 7) Assignment of Contract. No assignment of Contract may be made without the prior written approval of Region 4 ESC. Contractor is required to notify Region 4 ESC when any material change in operations is made (i.e. bankruptcy, change of ownership, merger, etc.). 8) Novation. If Contractor sells or transfers all assets or the entire portion of the assets used to perform this Contract, a successor in interest must guarantee to perform all obligations under this Contract. Region 4 ESC reserves the right to accept or reject any new party. A change of name agreement will not change the contractual obligations of Contractor. 9) Contract Alterations. No alterations to the terms of this Contract shall be valid or binding unless authorized and signed by Region 4 ESC. 10) Adding Authorized Distributors/Dealers. Contractor is prohibited from authorizing additional distributors or dealers, other than those identified at the time of submitting their proposal, to sell under the Contract without notification and prior written approval from Region 4 ESC. Contractor must notify Region 4 ESC each time it wishes to add an authorized distributor or dealer. Purchase orders and payment can only be made to the Contractor unless otherwise approved by Region 4 ESC. Pricing provided to members by added distributors or dealers must also be less than or equal to the Contractor's pricing. 11) TERMINATION OF CONTRACT a) Cancellation for Non -Performance or Contractor Deficiency. Region 4 ESC may terminate the Contract if purchase volume is determined to be low volume in any 12-month period. Region 4 ESC reserves the right to cancel the whole or any part of this Contract due to failure by Contractor to carry out any obligation, term or condition of the contract. Region 4 ESC may issue a written deficiency notice to Contractor for acting or failing to act in any of the following: i. Providing material that does not meet the specifications of the Contract; ii. Providing work or material was not awarded under the Contract; iii. Failing to adequately perform the services set forth in the scope of work and specifications; CONTRACT 21 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 iv. Failing to complete required work or furnish required materials within a reasonable amount of time; v. Failing to make progress in performance of the Contract or giving Region 4 ESC reason to believe Contractor will not or cannot perform the requirements of the Contract; or vi. Performing work or providing services under the Contract prior to receiving an authorized purchase order. Upon receipt of a written deficiency notice, Contractor shall have ten(10) days to provide a satisfactory response to Region 4 ESC. Failure to adequately address all issues of concern may result in Contract cancellation. Upon cancellation under this paragraph, all goods, materials, work, documents, data and reports prepared by Contractor under the Contract shall immediately become the property of Region 4 ESC. b) Termination for Cause. If, for any reason, Contractor fails to fulfill its obligation in a timely manner, or Contractor violates any of the covenants, agreements, or stipulations of this Contract Region 4 ESC reserves the right to terminate the Contract immediately and pursue all other applicable remedies afforded by law. Such termination shall be effective by delivery of notice, to the Contractor, specifying the effective date of termination. In such event, all documents, data, studies, surveys, drawings, maps, models and reports prepared by Contractor will become the property of the Region 4 ESC. If such event does occur, Contractor will be entitled to receive just and equitable compensation for the satisfactory work completed on such documents. c) Delivery/Service Failures. Failure to deliver goods or services within the time specified, or within a reasonable time period as interpreted by the purchasing agent or failure to make replacements or corrections of rejected articles/services when so requested shall constitute grounds for the Contract to be terminated. In the event Region 4 ESC must purchase in an open market, Contractor agrees to reimburse Region 4 ESC, within a reasonable time period, for all expenses incurred. i) Additional Delivery/Installation Charges: Contractor may enter into additional negotiations with a purchasing agency for additional delivery or installation charges based on onerous conditions. Additional delivery and/or installation charges may only be charged if mutually agreed upon by the purchasing agency and Contractor and can only be charged on a per individual project basis. d) Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders of any kind of government of the United States or the State of Texas or any civil or military authority; insurrections; riots; epidemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty. CONTRACT 31 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 e) Standard Cancellation. Region 4 ESC may cancel this Contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order. 12) Licenses. Contractor shall maintain in current status all federal, state and local licenses, bonds and permits required for the operation of the business conducted by Contractor. Contractor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the Contract. Region 4 ESC reserves the right to stop work and/or cancel the Contract if Contractor's license(s) expire, lapse, are suspended or terminated. 13) Survival Clause. All applicable software license agreements, warranties or service agreements that are entered into between Contractor and Region 4 ESC under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by Contractor shall survive expiration or termination of the Contract. 14) DeliveN. Conforming product shall be shipped within the timeframe mutually agreed to by the Vendor and the Purchasing Agency 7 days Of FeGeipt of P FGhase nrdeF. If delivery is not or cannot be made within this time period, the Contractor must receive authorization for the delayed delivery. The order may be canceled if the estimated shipping time is not acceptable. All deliveries shall be freight prepaid, F.O.B. Destination and shall be included in all pricing offered unless otherwise clearly stated in writing. 15) Inspection & Acceptance. If defective or incorrect material is delivered, Region 4 ESC may make the determination to return the material to the Contractor at no cost to Region 4 ESC. The Contractor agrees to pay all shipping costs for the return shipment. Contractor shall be responsible for arranging the return of the defective or incorrect material. 16) Payments. Payment shall be made after satisfactory performance, in accordance with all provisions thereof, and upon receipt of a properly completed invoice. 17) Price Ad'lustments. Should it become necessary or proper during the term of this Contract to make any change in design or any alterations that will increase price, Region 4 ESC must be notified immediately. Price increases must be approved by Region 4 ESC and no payment for additional materials or services, beyond the amount stipulated in the Contract shall be paid without prior approval. All price increases must be supported by manufacturer documentation, or a formal cost justification letter. Contractor must honor previous prices for thirty (30) days after approval and written notification from Region 4 ESC. It is the Contractor's responsibility to keep all pricing up to date and on file with Region 4 ESC. All price changes must be provided to Region 4 ESC, using the same format as was provided and accepted in the Contractor's proposal. Price reductions may be offered at any time during Contract. Special, time -limited reductions are permissible under the following conditions: 1) reduction is available to all users equally; 2) reduction is for a specific period, normally not less than thirty (30) days; and 3) original price is not exceeded after the time -limit. Contractor shall offer Region 4 ESC any published price reduction during the Contract term. 18) Audit Rights. Contractor shall, at its sole expense, maintain appropriate due diligence of all purchases made by Region 4 ESC and any entity that utilizes this Contract. Region 4 ESC CONTRACT 41 DocuSign Envelope ID: B65C1571-4024-499D-B1813-0133971811E85 reserves the right to audit the accounting for a period of three (3) years from the time such purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. Region 4 ESC shall have the authority to conduct random audits of Contractor's pricing at Region 4 ESC's sole cost and expense. Notwithstanding the foregoing, in the event that Region 4 ESC is made aware of any pricing being offered that is materially inconsistent with the pricing under this agreement, Region 4 ESC shall have the ability to conduct an extensive audit of Contractor's pricing at Contractor's sole cost and expense. Region 4 ESC may conduct the audit internally or may engage a third - party auditing firm. In the event of an audit, the requested materials shall be provided in the format and at the location designated by Region 4 ESC. 19) Discontinued Products. If a product or model is discontinued by the manufacturer, Contractor may substitute a new product or model if the replacement product meets or exceeds the specifications and performance of the discontinued model and if the discount is the same or greater than the discontinued model. 20) New Products/Services. New products and/or services that meet the scope of work may be added to the Contract. Pricing shall be equivalent to the percentage discount for other products. Contractor may replace or add product lines if the line is replacing or supplementing products, is equal or superior to the original products, is discounted similarly or greater than the original discount, and if the products meet the requirements of the Contract. No products and/or services may be added to avoid competitive procurement requirements. Region 4 ESC may require additions to be submitted with documentation from Members demonstrating an interest in, or a potential requirement for, the new product or service. Region 4 ESC may reject any additions without cause. 21) Options. Optional equipment for products under Contract may be added to the Contract at the time they become available under the following conditions: 1) the option is priced at a discount similar to other options; 2) the option is an enhancement to the unit that improves performance or reliability. 22)Warranty Conditions. All supplies, equipment and services shall include manufacturer's minimum standard warranty and one (1) year labor warranty unless otherwise agreed to in writing. 23) Site Cleanup. Contractor shall clean up and remove all debris and rubbish resulting from their work as required or directed. Upon completion of the work, the premises shall be left in good repair and an orderly, neat, clean, safe and unobstructed condition. 24) Site Preparation. Contractor shall not begin a project for which the site has not been prepared, unless Contractor does the preparation work at no cost, or until Region 4 ESC includes the cost of site preparation in a purchase order. Site preparation includes, but is not limited to: moving furniture, installing wiring for networks or power, and similar pre -installation requirements. 25) Registered Sex Offender Restrictions. For work to be performed at schools, Contractor agrees no employee or employee of a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are or are reasonably expected to be present. Contractor agrees a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at Region 4 ESC's discretion. Contractor must identify any additional costs associated with compliance of this CONTRACT 51 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 term. If no costs are specified, compliance with this term will be provided at no additional charge. 26) Safety measures. Contractor shall take all reasonable precautions for the safety of employees on the worksite and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Contractor shall post warning signs against all hazards created by its operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage. 27) Smoking. Persons working under the Contract shall adhere to local smoking policies. Smoking will only be permitted in posted areas or off premises. 28) Stared materials. Upon prior written agreement between the Contractor and Region 4 ESC, payment may be made for materials not incorporated in the work but delivered and suitably stored at the site or some other location, for installation at a later date. An inventory of the stored materials must be provided to Region 4 ESC prior to payment. Such materials must be stored and protected in a secure location and be insured for their full value by the GeRtfaGta party in control of the location against loss and damage unless otherwise agreed to by Contractor and Region 4 ESC. GORtFaGteF The insuring party agrees to provide proof of coverage and additionally insured upon request. Additionally, if stored offsite, the materials must also be clearly identified as property of Region 4 ESC and be separated from other materials. Region 4 ESC must be allowed reasonable opportunity to inspect and take inventory of stored materials, onor offsite, as necessary. Until fi^,I aGGeptaRGe delivery into Region 4 ESC control by Regi9 yx I 4 ESG, it shall be the Contractor's responsibility to protect all materials and equipment. Contractor warrants and guarantees that title for all work, materials and equipment shall pass to Region 4 ESC upon Region 4 ESC's acceptance of non -defective, undamaged, product at the time of delivery fiRalaGGeptai ee. 29) Funding Out Clause. A Contract for the acquisition, including lease, of real or personal property is a commitment of Region 4 ESC's current revenue only. Region 4 ESC retains the right to terminate the Contract at the expiration of each budget period during the term of the Contract and is conditioned on a best effort attempt by Region 4 ESC to obtain appropriate funds for payment of the contract. 30) Indemni . Contractor shall protect, indemnify, and hold harmless both Region 4 ESC and its administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the Contractor, Contractor employees or subcontractors in the preparation of the solicitation and the later execution of the Contract. Any litigation involving either Region 4 ESC, its administrators and employees and agents will be in Harris County, Texas. 31) Marketing. Contractor agrees to allow Region 4 ESC to use their name and logo within website, marketing materials and advertisement. Any use of Region 4 ESC name and logo or any form of publicity, inclusive of press releases, regarding this Contract by Contractor must have prior approval from Region 4 ESC. 32) Certificates of insurance. Certificates of insurance shall be delivered to the Region 4 ESC prior to commencement of work. The Contractor shall give Region 4 ESC a minimum of ten (10) days' notice prior to any modifications or cancellation of policies. The Contractor shall require all subcontractors performing any work to maintain coverage as specified. CONTRACT 61 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 33) Legal Obligations. It is Contractor's responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services and shall comply with all laws while fulfilling the Contract. Applicable laws and regulation must be followed even if not specifically identified herein. 34) Tariff Surcharges: Contractor has the option to charge a surcharge, as an additional line item, if approved by the purchasing agency. All surcharges must be based on a percentage of total order and must be approved by Region 4 prior to use. CONTRACT 71 DocuSign Envelope ID: B65C1571-4024.499D-B18B-OD3971811E85 The undersigned hereby offers and, if awarded, agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless noted in writing. Company Name The HON Company LLC Address 200 Oak Street City/State/Zip Muscatine, IA 52761 Telephone No. f800) 466-8694 Email Address HNIGovContracts@hnicorp.com Printed Name David Bizak Title Vice President, Finance _ f Authorized signature Accepted by Region 4 ESC: Contract No. Initial Contract Term to Region 4 ESC Authorized Board Member Date rint Name Region 4 ESC Authorized Board Member Print Name Date DocuSign Envelope ID: B65C1571-4024-4990-B18B-OD3971811E85 APDendix B TERMS & CONDITIONS ACCEPTANCE FORM Signature on the Offer and Contract Signature form certifies complete acceptance of the terms and conditions in this solicitation and draft Contract except as noted below with proposed substitute language (additional pages may be attached, if necessary). The provisions of the RFP cannot be modified without the express written approval of Region 4 ESC. If a proposal is returned with modifications to the draft Contract provisions that are not expressly approved in writing by Region 4 ESC, the Contract provisions contained in the RFP shall prevail. Check one of the following responses: ❑ Offeror takes no exceptions to the terms and conditions of the RFP and draft Contract. (Note: If none are listed below, it is understood that no exceptions/deviations are taken.) Ga' Offeror takes the following exceptions to the RFP and draft Contract. All exceptions must be clearly explained, reference the corresponding term to which Offeror is taking exception and clearly state any proposed modified language, proposed additional terms to the RFP and draft Contract must be included: (Note: Unacceptable exceptions may remove Offeror's proposal from consideration for award. Region 4 ESC shall be the sole judge on the acceptance of exceptions and modifications and the decision shall be final. If an offer is made with modifications to the contract provisions that are not expressly approved in writing, the contract provisions contained in the RFP shall prevail.) Section/Page Term, Condition, or Exception/Proposed Modification Accepted Specification (For Region 4 ESC's use) pendix A, Conforming product shall be ction 14 shipped within 7 days of livery, P.4 receipt of Purchase Order. If delivery is not or cannot be (made within this time period, the Contractor must receive authorization for the delayed delivery. The order may be canceled if the estimated shipping time is not acceptable. All deliveries she be freight prepaid, F.O.B. (Destination and shall be included in all pricing offered unless otherwise clearly stated in writing. !ndix A, on 28 !d Materials 9 Informing product shall be shipped within timeframe mutually agreed to by the !ndor and the Purchasing Agency 7 days of acceptable ;eiptaf-RufGha-se Order, If delivery is not or nnot be made within this time period, the Intractor must receive authorization for the layed delivery. The order may be canceled if estimated shipping time is not acceptable. deliveries shall be freight prepaid, F.O.B. Istination and shall be included in all pricing ered unless otherwise clearly stated in iting. Upon prior written Upon prior written agreement between the agreement between the Contractor and Region 4 ESC, payment may Contractor and Region 4 be be made for materials not incorporated in the but delivered and suitably stored at the ESC, payment may iNork made for materials not site or some other location, for installation at a incorporated in the work but Ilater date. An inventory of the stored materials delivered and suitably must be provided to Region 4 ESC prior to stored at the site or some (payment. Such materials must be stored and other location, for (protected in a secure location and be insured installation at a later date. For their full value by the 6sRtraetef party in acceptable DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 An inventory of the stored control of the location against loss and materials must be provided damage, unless otherwise agreed to by to Region 4 ESC prior to Contractor and Region 4 ESC. Ostor The payment. Such materials insuring party agrees to provide proof of must be stored and coverage and additionally insured upon protected in a secure request. Additionally, if stored offsite, the location and be insured for materials must also be clearly identified as their full value by the property of Region 4 ESC and be separated Contractor against loss and from other materials. Region 4 ESC must be damage. Contractor agrees allowed reasonable opportunity to inspect and to provide proof of coverage take inventory of stored materials, on or offsite, and additionally as necessary. insured upon request. Until' ial a^Geptan me delivery into Region 4 Additionally, if stored offsite, ESC control by RegieR A , it shall be the 'the materials must also be Contractor's responsibility to protect all clearly identified as property 'materials and equipment. Contractor warrants of Region 4 ESC and be and guarantees that title for all work, materials separated from other and equipment shall pass to Region 4 ESC materials. Region 4 ESC upon Region 4 ESC's acceptance of non - must be allowed reasonable defective, undamaged, product at time of opportunity to inspect and delivery final @IGGeptaRlGe. take inventory of stored imaterials, on or offsite, as necessary. Until final acceptance by Region 4 ESC, iit shall be the Contractor's responsibility to protect all (materials and equipment. Contractor warrants and guarantees that title for all work, materials and equipment shall pass to (Region 4 ESC upon final acceptance. Exhibit A, Supplier commits the not -to - Section exceed pricing provided is 46 lowest to buyeF) to 1261bli 2.2 Pricing under the Master Agreement available (net AgenGles nationwide f4irther Remmits thatacceptable Commitment, pricing is its lowest available and P.20 (net to buyer) to Public Agencies nationwide and further commits that if a (Participating Public Agency its eligible for lower pricing through a national, state, regional or local ;Supplier commits that price shall be equivalent cooperative contract, the too other cooperative state and local contracts Supplier will match such meld by the Supplier, buying the same product (lower pricing to that ,mix, for the same geographical areas, under (Participating Public Agency the same terms and conditions. under the Master Agreement. Exhibit B, Administrative Fee payments Administrative Fee payments are to be paid by Section are to be paid by Supplier to Supplier to OMNIA Partners, Public Sector 14 DMNIA Partners, Public within 30 days of calendar month end, at the OMNIA Administrative Sector at the frequency and frequency and on the due date stated in Partners and Fee Payment, on the due date stated in Section 13, above, for Supplier's submission HON will '.28 'Section 13, above, for :)f corresponding Contract Sales Reports. discuss Supplier's submission of Administrative Fee payments are to be made corresponding Contract Sales ✓ia Automated Clearing House (ACH) to the (Reports. Administrative Fee OMNIA Partners, Public Sector designated —payments are to be made via Inancial institution identified in Exhibit D. DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 xhibit F, ederal ons, P.37 :xhibit F, :ederal Funds ification of ipliance with America ,isions, PAO kutomated Clearing House (Failure to provide a payment of the 'ACH) to the OMNIA lAdministrative Fee within the time and manner partners, Public ispecified herein shall constitute a material Sector designated financial breach of this Agreement and if not cured nstitution identified in Exhibit within thirty (30) days of written notice to ). Failure to provide a Supplier shall be deemed a cause for )ayment of the Administrative 'termination of the Master Agreement, at =ee within the time and (Principal Procurement Agency's sole nanner specified herein shall discretion, and/or this Agreement, at OMNIA ;onstitute a material breach (Partners, Public Sector' sole discretion. )f this Agreement and if not All Administrative Fees not paid when due ;ured within thirty (30) days of shall bear interest at a rate equal to the lesser written notice to Supplier shall of one and one-half percent (1 1/2%) per )e deemed a cause for month or the maximum rate permitted by law ermination of the Master until paid in full. %greement, at Principal 3rocurement Agency's sole iiscretion, and/or this %greement, at 3MNIA Partners, Public Sector' sole discretion. All %dministrative Fees not )aid when due shall bear nterest at a rate equal to the esser of one and one-half )ercent (1 1/2%) per month or he maximum rate permitted )y law until )aid in full. e following certifications The following certifications and provisions may d provisions may be be required and apply when Participating tuired and apply when Agency expends federal funds for any rticipating Agency expends (purchase resulting from this procurement feral funds for any (process. rchase resulting from this (Pursuant to 2 C.F.R. § 200.326, all contracts, )curement process. including small purchases, awarded by the rsuant to 2 C.F.R. (Participating Agency and the Participating 00.326, all contracts, (Agency's subcontractors shall contain the :Iuding small purchases, (procurement provisions of Appendix II to Part Farded by the Participating Participatingutilized 200, as applicable, when federal funds are It is the responsibility of ency and the ency's subcontractors shall on a project. .the authorized Purchasing Agency to notify the ntain the procurement (Vendor if federal funds will be utilized to visions of Appendix II to (procure items under this contract and/or [rt 200, as applicable. purchase order prior to Vendor's acceptance of the order. ITo the extent purchases are lTnade with Federal Highway 4dministration, Federal (Railroad Administration, or (Federal Transit Administration `unds, offeror certifies that its products comply with all applicable provisions of the Buy America Act and agrees :o provide such certification or applicable waiver with respect to specific products to any (Participating Agency upon areauest. To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit Administration funds, offeror certifies that when requested prior to offeror's acceptance of an order, offeror will certify its individual products comply to with all applicable ,provisions of the Buy America Act and agrees f 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. noted DocuSign Envelope ID: 665C1571-4024-499D-B18B-OD3971811E85 xhibit F, ederal Funds ertifications, ertification of pplicability to ubcontractors, .40 mendment 1, ppendix C, Do 5 — Special eral uirements, 0 chases made in ordance with the Buy erica Act must still follow applicable procurement s calling for free and open feror agrees that all Offeror agrees that all dealer subcontracts it ntracts it awards pursuant :awards pursuant to the Contract shall be the Contract shall be bound.bound by the foregoing terms and conditions. the foregoing terms and nditions. 'Federal Requirements �If products and services are issued in response to an emergency or disaster .recovery the items below, located in this Special Conditions section of the Federal Funds Certifications, dare activated and required when federal funding may be utilized. iendment 1, The contractor will include the ipendix C, Doc provisions of paragraphs (1) — Special 'through (8) in every mditions, 2. subcontract or purchase order ual unless exempted by rules, iployment regulations, or orders of the rportunity Item Secretary of Labor issued P.10 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 orde as may be directed by the Secretary of Labor as a means of enforcing such (provisions including sanctions for noncompliance: Provided, (however, that in the event the (contractor becomes involved in, or is threatened with, Ilitigation 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. noted Federal Requirements If products and services are issued in response to an emergency or disaster (recovery the items below, located in this noted Special Conditions section of the Federal ,Funds Certifications, are activated and :required when federal funding Abe is !utilized, and Contractor is notified prior to order placement. The contractor will include the provisions of paragraphs (1) through (8) in every dealer subcontract OF PUFGhase „rder unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to noted section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each dealer subcontractor er-vender. The contractor will take such action with respect to any dealer subcontract er-- pofsk►aseeFde as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a dealer subcontractor OF endeF 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. Iendment 1, The contractor will include the The contractor will include the portion of the pendix C, Doc portion of the sentence sentence immediately preceding paragraph (1) — Special ilmmediately preceding .and the provisions of paragraphs (1) through noted nditions, 3. paragraph (1) and the i:7) in every dealer subcontract er pureiaase raring the provisions of paragraphs (1) Nder unless exempted by rules, regulations, formance of through (7) in every Dr orders of the Secretary of Labor issued _ DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 his contract, the subcontract or purchase orderpursuant to section 204 of Executive Order ;ontractor unless exempted by rules, 11246 of September 24, 1965, so that such igrees regulations, or orders of the provisions will be binding upon each dealer is follows: Item Secretary of Labor issued subcontractor or veRder. The contractor will ', pursuant to section 204 of take such action with respect to any dealer '.12 Executive Order 11246 of subcontract ar-purrhaLr as the September 24, 1965, so that administering agency may direct as a means uch provisions will be of enforcing such provisions, including binding upon each sanctions for noncompliance: Provided, subcontractor or vendor. The however, That in the event a contractor ;contractor will take such becomes involved in, or is threatened with, action with respect to any litigation with a dealer subcontractor ^%der 'ubcontract or purchase order as a result of such direction by the as the administering agency direct iadministering agency the contractor may the United States to enter into such may as a means of enforcing such provisions, request litigation to protect the interests of the United including sanctions for States." 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 iirection by the administering agency the contractor may equest the United States to enter into such litigation to )rotect the interests of the United States." _ \mendment 1, Offeror agrees to comply with Offeror agrees to comply with all terms and \ppendix C, Doc all terms and conditions conditions outlined in the Special Conditions t5 — Special outlined in the Special section of this solicitation..., as applicable. ;onditions, Conditions section of this iign- Solicitation, as applicable. A P.23 noted DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 c L m 0 0 0 d d N L C L� T T N C l~l1 N N W + p 9 O C N p G N Z O 6 d O W R T O No O r y W IT/1 N N N Z 9 E � 6 C � � m mo O V in d W m o ¢ 1° N v 01 d« « a i �' N ry 'a .y o rv> N m ry ,d, d W e c t « ?i m 22 2e `R a c d o ti .m. .ni ry o 2 o N .� m a o � c d 00 u H N i a10i uTS Nm m o t '�' u a >> >>>>>LL= N N N N Z o o V = O C W x 2= x x x 2 2 x J 2 x 2= e ¢ 0 2 o o 3 w o V R cv -0 o o O _ o 0 m u m O N d a T O 10D c �i N ai m is E N O N d E m V H 9 O Y N YO O `-' - Q 2 N d 0- a N l/Of O N c7 N m .E� m o o '� > '^ Z N N N d 9 d d w w o a N�°n m ♦+ O h0 Z o a a¢« E E o Z O U Q o V l7 d = o L x 0 p N Y N d d C C N d W dl y a N Y O u 0 c m o Y m '�°N •� ` a c w ¢ n = o 46 �rl u1 OI G N N N d Z 9 W N L 0 0 W O. d c y Q m V m 0 d N m 2 .� .N 1 O O � .N .� IT I o o v w O o d YI N W Ol N> dl O a « O C A m w N U cOi d m vi m N d CC d V 'uu J R O O O r _a J w d N d w> �dp J N N b W Z 9>>> p d O 0 0 N 9 N V d L O LL m m G N m Y~t m d 9 LL O. 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C a of DocuSign Envelope ID: B65C1571-4024-499D-1318B-OD3971811E85 This page has been redacted per the Public Information Act due to Proprietary information. DocuSign Envelope ID: B65C1571-4024-49913-1318B-OD3971811E85 Price Lists Per the RFP instructions, 2 jump drives have been included with our response containing the following: January 2020 HON Full Line Pricer January 2020 HON Seating Pricer The price lists will be used to apply the discounts provided in our proposed discount matrix. DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 ORDER TO DELIVERY Better Experience. Better Profits. DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 WHON Standard Services HON offers a wide array of services between order entry and delivery. And the best part is that many of these services are standard for The HON Company regardless of your order size. We do, however, recognize that FPROJECT' larger, more complex project orders require additional services like project management and sequenced deliveries. Making smart decisions about Rdelivering smaller orders can provide better customer experience and Order Type PROJECT STANDARD SMALL increased profitability. List Price 5350,000+ Full Truckload Less than <$15,000 + or More I.. Full Truckload Dropship Online pricing validation and lead-time estimates through Compass quoting tool ■ ■ ■ ■ Weekly Lead Time communication sent via email and posted on HON Ready ■ ■ ■ ■ Electronic ordering experience or integration with major Dealer operating systems ■ ■ ■ ■ All orders receive Best Date Available for materials and production capacity unless customer ■ ■ ■ request date is longer. Customer pre work consultation if promised ship date would push beyond 4 weeks due to ■ capacity, materials, or product selection i I If an order is more than a full truckload the customer will be provided flexible delivery dates ■ �. N/A N/A within standard lead time for the full truckload portion. The Partial will still ship on lane day. i Less than Full Truckload Orders are planned to ship on lane day assigned to area of destination ■ ■ 1 ■ ■ If a lead time of more than 4 weeks is needed, Customer's request date is used to target I ■ ■ ■ ■ closest lane day for partial trucks 1 Specials and COM are available with pre approval and may include an extended lead time ■ ■ ■ ■ i Order status updates are available on HON Ready I ■ ■ ■ ■ HON offers additional Enhanced Services at time of order ■ 1 ■ ■ ■ HON utilizes bulk packs and palletizes product when possible to minimize damage and ■ ■ ■ wasted materials HON reviews and provides options on requested order changes, on a case by case basis, ■ ■ ■ N including the fees that will be incurred by the Dealer. PROJECT SERVICES HON provides a Project Coordinator (PC) as a single point of contact for the entire project ■ N/A N/A N/A Delivery coordination including target dating, delivery sequencing, planning for full and partial ■ ■ N/A N/A i truckloads is provided by assigned PC PC coordinates punch list and project close out ■ N/A N/A N/A I HON pays freight when List Price minimum met ■ 1 ■ ■ Appointment notification by HNI logistics as standard service with a 1 hour delivery window ■ _ 1 ■ ■ N/A HON provides delivery communication options including: Quick Scan, Advanced Ship ■ ■ ■ ■ Notification, Packing List, Circle Sheet, and Bill Of Lading - — Product is delivered by HNI contracted carriers. Carriers do not assist in unload as a ■ 1 ■ ■ ■ standard service Product is organized by the address stop on the load and not seperated by Purchase Order ` ■ 1 ■ ■ ■ Full truck load and multi stop loads can be tracked enroute to their destination via ■ ■ ■ N/A HON Ready portal I i DASH Hotline is available 24/7 for in -transit support 800-334-8057 option 0 ■ 1 ■ ■ ■ HON proactively resolves backorders and contacts dealers as soon as the backorder ■ ■ ■ ■ is detected HON files freight claims on behalf of customer in event of carrier loss or damage if notified ■ ■ ■ ■ i within 30 days of receipt. Bill of Lading needs to be notated by dealer as damaged Industry leading warranty supported by serialized product and an easy to use ■ ■ ■ ■ Quick Claim process HON's warranty covers labor reimbursement for "unusual warranty" which includes claims of 31 ■ ■ more than 5 units on an order or when a second replacement is needed i HON offers an Urgent Punch List contract for expedited service at an upcharge for ■ ■ ■ additional product needed to complete an installation (Maximum order size $5,000 list) Note: Does not include small package shippable orders. Does not include shipments to Alaska, Hawaii, Canada or overseas delivery. 2 Hon Order-to-D,�ii%Y DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 Applicable to all order types Prior to Order Submission • Process monthly catalog updates to design specification software • Monitor lead times when quoting via Lead Time Exception Report • Quote Enhanced Service needs with end user • Provide accurate destination address and delivery appointment contact information —Via Account Record for Permanent Locations —Via Purchase Order for Temporary Drop Ship Locations • Ensure Destination Address accepts 53' trailer • Utilize Compass to check product and pricing prior to Order submission At Order Submission • Electronically ordered (via HON Ready Portal or EDI) • 100% clean and executable for pricing, production, service, and delivery • Utilize HON Enhanced Services Catalog for any non standard service requests • Review Order Acknowledgment immediately upon receipt • Request minimal order changes during the order fulfillment process • Requests to move out order ship date requires approval from HON and should be submitted as soon as possible for review • Contact HON prior to Last Shipment Revision Date (LSRD) for any unexpected emergency needs • Acknowledge that all order change requests after receiving an Order Acknowledgment require HON approval and additional charges may apply • Within 24 hours, respond to Delivery Appointment Notification after HON's first contact with Traffic Contact • Acknowledge that HON will deliver without appointment confirmation if no response is received during appointment setting • Monitor job site readiness prior to LSRD Dealer Requirements OD Last Shipment Revision Date (LSRD) • Requests to change delivery locations must be submitted to HON Customer Support at least 8 business days prior to the current acknowledgment date • Requests to change "ship to" addresses will be reviewed by HON on a case by case basis • Restrictions apply to address changes that are not within the same geographical location as the current delivery address • Any changes requested less than 8 business days from the Order Acknowledgment date, or outside of the geographical ship to location, charges may apply At Delivery • Provide manpower and equipment at time of delivery appointment and unloads product without assistance in alloted time • Coordinates HON delivery appointment with end user or facility location • Coordinates acceptance of redistribution or LTL deliveries when needed • Notifies HON of any concealed damage claims within 30 days of shipment • Provides serial number and provides labor to repair any warranty claims • Warehouse operation hours are Monday -Friday from 6:00 a.m. to 4:00 p.m. local time ems-" f�. hon.com HOf1 Order -to -Delivery 3 DocuSign Envelope ID: B65C1571-4024-49913-131813-0133971811E85 V- Enhanced Services Effective 4/1/19 We are excited to introduce Enhanced Services, the ability to order additional services right along with your HON and basyx by HON products. We understand that some orders are unique and have special requirements that are not included in our standard services and want to make that an easy process for you. As a result, we are offering two different types of enhanced services. The orderable services will have a fixed fee per purchase order while the service requests are more unique and will require a quote from Customer Support. The ultimate goal for HON's Enhanced Services is to make it easier for you to provide an exceptional experience for your customers while increasing profitability. Driver Tailgate Assist Request for carrier to bring product to tailgate of the trailer. Does not include delivery to facility. Liftgate Request for liftgate when delivery dock is not available. HON does not provide a ramp rental option. Does not include delivery to a facility. Request to bring product into the facility either over the threshold or to a location on the same Inside Delivery floor as the receiving dock. Service is only provided by LTL carriers. Does not include uncartoning, disposal of packaging or assembly. Service is limited to orders of 250 cubes or less. Request for personal protective equipment to meet requirements at delivery destination or into Personal Protective Equipment (PPE) facility includes hard hat, safety glasses, and safety shoes. HON does not provide other specialized equipment. Union Driver Request for pre arranged proof of driver's union membership for access to facility. HON is not obligated to notify customers of these requirements. Driver with Proof of US Citizenship Request for pre arranged proof of driver's US citizenship for delivery to secured facility. HON is not obligated to notify customers of these requirements. Trailer Length Maximum Request that requires trailer length less than the standard length of 53' due to receiving location restrictions. HON offers two trailer length options. Request to deliver on specific day and time when the order is below full truckload. Charges include Specific Delivery Day and/or Time loss of truck utilization. Guaranteed Delivery Request for a contractually committed delivery date and time. This request usually relates to projects with occupancy penalties. This request requires a dedicated truck delivery. Special Permits Request for specific permits or fees for transportation on ferries, into certain cities, or to cross certain bridges. HON is not obligated to identify permits required. Carrier Insurance Certificate Required Request when receiving location requires insurance for delivery into facility. at Delivery Site Advance Security Clearance of Driver Request for pre arranged security clearance or military gate pass for delivery into secured facilities. HON is not obligated to notify Customers of these requirements. Request for HON to place product on pallet and shrink wrap. May be in addition to standard Palletization packaging. Fees are driven by additional freight costs incurred due to low truck utilization plus warehouse labor. Expedited Transit Request for delivery faster than standard transit allows. Selected carriers can assign team drivers to address need where feasible. Proof of Delivery Request proof of delivery. This service is for individual needs and not offered for a large number of shipments. No request is accepted 30 days after shipment. Request to have HON coordinate the requisitioning of container with delivery to HON DC and Ocean Container Coordination loading container by HON. This request is for HON to provide container coordination usually provided by frerght forwarder. This service does not obligate HON for any other service provided by freight forwarders. Note: Refer to Government Dealer Contract Summaries for services available and fees. Please see ordering instructions on the HON Ready Portal under the Order Management tab. DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 Enhanced Services Effective 4/1/19 OR-DERAINUE SERVICES Order Type Fee PREMIER PROJECT $350,000+ PROJECT Full Truckload STANDARD Lessthan ZMALL ... Driver Tailgate Assist $50/Purchase Order ■ or More ■ Full Truckload ■ Dropship ■ Liftgate i $250/Purchase Order N/A N/A ■ ■ Inside Delivery $250/Purchase Order N;'A N/A N/A ■ Personal Protective Equipment (PPE) $50/Purchase Order 11I ■ ■ � 4 N/A Union Driver $400/Purchase Order ■ ■ i N/A Driver with Proof of US Citizenship $50/Purchase Order ■ ■ ■ N/A Trailer Length Maximum Actual charges apply ■ - ■ ■ N/A i PC will Standard Service coordinate for for full truckload Specific Delivery Day and/or Time Actual charges apply best options portion of order. ■ N%A available for Request quote on partial truck. partial truckload. Guaranteed Delivery Actual charges apply ■ ■ N/A i with Specialized Carrier Special Permits $50/ Purchase Order ■ ■ ■ N/A plus permit fees Carrier Insurance Certificate Required $50/Purchase Order ■ ■ ■ N/A at Delivery Site Advance Security Clearance of Driver Actual charges apply ■ ■ Ni'A Standard Palletization Actual charges apply ■ ■ Service for $1000 Minimum i ` LT L Expedited Transit Actual charges apply ■ ■ N•A Proof of Delivery $20/Purchase Order El i j E ■ Ocean Container Coordination Actual cost ig ■ ■ Vi.4 Hon 5 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 (M Glossary Acknowledgment (ACK) - The confirmation of a shipping order with a scheduled shipment date from a HON specific distribution center or sourcing location in the case of container shipments. Advanced Shipment Notice (ASN) - Transmitted or available on HON Ready Portal at time of shipment. Auto -Split - When an extreme product constraint becomes evident, HON may automatically split off the extended lead time product after Customer communication has been completed. The original PO determines freight policy. Backorder - A portion of an order that is identified prior to or at the time of shipment as unavailable to ship as planned. Backordered items ship on the same SO number as original once available and HON pays for the freight. Concealed Damage - Damage to the contents of a carton that is not apparent until the carton is opened. Claims must be made within 30 days of shipment. Customer - Refers to resellers of HON products. Deliver On Date - HON considers this a request to extend the lead time and deliver to meet this request. This date request is honored for full truckload orders. Drop Ship - A destination other than the Customer's permanent receiving location, also called temporary drop ship location. Shipment may be partial or full truckload. They are coded as -001 locations. Electronic Ordering - Includes use of the eOrdering application on the HON Ready portal or EDI. Freight Paid - HON offers programs that pay the standard freight cost if order requirements are met. HON Company Paid Freight - HON offers programs that pay the standard freight cost if order requirements are met. Per programs rules, some dealer locations are set as freight paid locations and are set annually. HNI Contracted Carriers - Over -the -road carriers that HNI has contracted to handle one or more lanes. The awarded business is based on historical volumes in that lane and carrier's ability to manage volume level and performance. Multiple carriers may be assigned to high volume lanes. HNI Fleet - Trucks, trailers and drivers are dedicated to HNI deliveries and do not handle other business. The drivers reside near HNI DCs and handle truckload or multi -stop truckloads within a 300 mile radius. They deliver HNI customer freight and pick up material supplies to bring back to HNI plants. HNI Logistics - Logistics group within HNI that manages execution. Also includes HNI partner, Schneider Logistics Inc (SLI), who manages truckload planning through delivery. Invoice - HON invoices a SO at the time of shipment from the HON distribution center. Lane Day - An established shipping schedule between a HON "ship from" location and a 2 digit zip code "ship to". "Ship to" locations will have different lane days from each shipping location. Lane days are used to aggregate orders for a geographic area to maximize a trailer. Last Shipment Revision Date (LSRD) - The cutoff for any requests to add or change services requested for delivery. Changes require HON approval and charges may apply. Lead Time - HON targets 4 weeks or less to ship from acknowledgment of a clean order. Less Than Truckload (LTL) - Carriers utilize a hub and spoke delivery. Multiple shippers send various kinds of product to a hub location where it is sorted and consolidated with other product for delivery. There may be more than one hub involved on a delivery. Master Data - Information stored on the account records at HON and overrides information on PO at time of order acknowledgment. Multi Stop Delivery - HON combines multiple shipping orders from multiple customers to different destinations onto truckloads and sequences the load into delivery stops. Order Splitting by Customer - Customers may request a lead time improvement. This may require the extended lead-time items to be split to a different Shipping Order. Order Splitting by HON - Purchase orders are split to multiple Shipping Orders. Large orders are split to one Shipping Order per truck delivery. HON may split orders for other limited cases for product sourcing. Out of Box Quality - A product defect identified at time of receipt or installation and reported to HON within standard terms. Permanent Location - A Customers standard receiving location. Customer selects freight paid locations annually. "Ship to" destination and delivery appointment contact is maintained on Master Data. Purchase Order (PO) - Orders placed by Customers with HON. Receiving Location Standards - "Ship to" site must have receiving dock, able to accept 53' trailers and have manpower and equipment available for unloading. Redistribution - Two step delivery where HON delivers on full truckload service to a terminal and a furniture focused carrier completes the final leg of the delivery. Ship After Date - HON considers this a request to extend the lead time and ship after the request date. Any size order can make this request. "Ship from" Locations - Geographic regions are assigned to primary shipping locations or Distribution Centers (DCs). Based on certain rules, HON will ship from locations other than the primary "ship from" locations. "Ship with" - A Customer request to ship two SOs together on a load. HON is not able to provide this service. Shipping Order (SO) - The order HON plans to execute for production and shipping. A PO may become one or multiple shipping orders Sourcing - Shipping orders are shipped from the HON primary "ship from" location for a customer or from secondary locations due to specific business rules. Truckload Delivery - Maximum trailer cubes range between 2,500 and 3,000 cubes or 53' feet. Truckload shipping orders to a single location have more flexibility in delivery dates, times, and "ship to" changes before LSRD. Unassisted Delivery - HON offers delivery to the dock. Customer is responsible for unloading the truck. Warranty - A product defect identified during the life cycle of the product. 5 HOII DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 Standard Service These are the terms and conditions for The HON Company's ("HON") standard order -to -delivery (O2D) services (the "O2D Standard Services"). Please note the O2D Standard Services are also subject to the terms and conditions located on the HON Ready Portal, including those applicable to orders, shipments, risk of loss, and pricing. The terms and conditions in the Dealer Program Guide are incorporated into these terms. As a general reminder, the title and risk of loss with respect to all product shipment transfers to the customer at the point of shipment, regardless of any freight charge. 1. For additional services and pricing, please see HON's Enhanced Services document. 2. Order level (Premier, Project, Standard or Small) is based on single purchase order entry with a single "ship to" location. Orders may not be aggregated across more than one purchase order to qualify for a different order level. Customers may aggregate orders and submit a single purchase order delivering to one location to qualify for order levels. 3. HON's O2D Standard Services apply to deliveries within the 48 contiguous United States. 4. HON may choose in its sole discretion to change any O2D Standard Services without notice, including the services, features of the services, and rates. Service availability and pricing confirmed at the time of order placement. 5. For shipments requiring re-routing, changes or additional services to complete delivery, or for shipments with incorrect "ship to" information, HON reserves the right to charge the customer placing the order a special delivery charge. 6. See the current Dealer Program Guide for HON-paid freight levels and requirements. The list price in effect at the time of order entry will be used to determine whether freight is HON-paid or Customer - paid. HON reserves the right to select the transportation mode for all shipments, whether freight is paid by HON or a Customer, unless otherwise agreed in writing and signed by an authorized officer of The HON Company. For shipments with Customer -paid freight, the "ship to" location will be applied to determine the freight cost. 7. Lead time commitment is a general estimate. Lead times for specific products may vary and are confirmed at the time of order entry. Terms & Conditions OD Enhanced Service These are the terms and conditions for The HON Company's ("HON") enhanced order -to -delivery (O2D) services (the "Enhanced Services"). Please note the Enhanced Services are also subject to the terms and conditions in HON's current Dealer Program Guide, including those applicable to orders, shipments, risk of loss and pricing. The terms and conditions in the Dealer Program Guide are incorporated into these terms. As a general reminder, the title and risk of loss with respect to all product shipment transfers to the customer at the point of shipment, regardless of any freight charge or services. 1. For an overview of HON's standard order -to -delivery services, please see HON's Standard Services. 2. Enhanced Services and published fees apply to deliveries within the 48 contiguous United States, subject to certain exclusions. Alaska, Hawaii, Canada, and island deliveries are subject to additional charges and lead times. 3. HON may choose in its sole discretion to change or discontinue any Enhanced Service without notice, including the services, features of the services, and rates. The availability and price of Enhanced Services confirmed at the time of order placement. 4. Certain Enhanced Services may reduce the number of carriers available to deliver the shipment and may result in a shipment delay. S. Lead time commitment is a general estimate. Lead times for specific products may vary and are confirmed at the time of order entry. 6. HON is not responsible for the actions or omissions of the transportation provider, including any damage or injuries caused by the carrier or the carrier's employees, agents, or subcontractors. 7. HON reserves the right to choose the carrier and mode of transportation for the Enhanced Services, unless otherwise agreed in writing and signed by an authorized officer of The HON Company. DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 H ' The HON Company 200 Oak Street Muscatine. IA 52761 800.833.3964 hon.com © 2019 The HON Company. Form No. H4656 (06/19) HON is a registered trademark of HNI Technologies, under license to the HON Company. DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 I fv"F DocuSign Envelope ID: 665C1571-4024-499D-B18B-OD3971811E85 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, Public Sector nationwide. Supplier commits that all Master Agreement sales will be accurately and timely reported to OMNIA Partners, Public Sector in accordance with the OMNIA Partners, Public Sector 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 in order for the Principal Procurement Agency to determine Supplier's qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners, Public Sector. 3.1 Company A. Brief history and description of Supplier. Guided by timeless values, a culture of membership, and a commitment to service, The HON Company is a leading designer and manufacturer of workplace furniture for the government, public sector, and non -profits. The HON Company began when founder, C. Maxwell Stanley, foresaw a post-war housing boom at the end of WWII. He had the idea to start a manufacturing company that would put returning GI's to work. With the help of his brother-in-law; Clement T, Hanson began making steel kitchen cabinets under the business called "Home-O-Nize". Home-O-Nize incorporated in 1944. Following a severe steel shortage after the war, the Home-O-Nize focus shifted from the home market to the contract business. The company survived the steel shortage by designing products that could be made from left over scrap metal. Because the name Home-O-Nize no longer fit the company's business focus, we began using the acronym H-O-N which later became HON. We officially became HON Industries in the 1960's. After a few decades of steady growth through profitable acquisitions, our shareholders approved a change from HON Industries to HNI Corporation. Both HNI Corporation and The HON Company are headquartered in Muscatine, Iowa. The HON Company also has manufacturing facilities strategically located throughout the United States and Requirements for National Cooperative Contract Page 20 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 markets our products through a nationwide network of loyal distribution partners. Today, HNI Corporation manages multiple office furniture brands- including HON, the largest operating company under HNI. HON has a wide breadth of education and workplace furniture including seating, storage, workstations, tables and casegoods. The 70-year success of HON and HNI has grown the corporation to over $2 billion in annual sales and to become a leader in the office furniture industry. The HON Company has been an awarded OMNIA Partners vendor through Region 4 ESC since 2010. B. Total number and location of sales persons employed by Supplier. Our sales organization consists of over 100 experienced professionals empowered to serve the needs of our customers. Our sales professionals are aligned to specific regions within the United States; the information below outlines how our sales regions are divided and an overview of sales member roles within our organization. r Sales member types: Solutions Account Associates: 26 Business Development Managers/Associates: 63 Regional Market Managers: 7 Regional Vice Presidents: 4 Director of Public Sector Sales: 1 VP and GM, Sales and Service: 1 Solutions Account Associates - We invest in our sales leaders and continue to build talented members through our Sales & Business Leadership Development program. As a part of the Sales & Business Leadership Development Program, Solutions Account Associates take part in a rigorous training program that includes four key elements: an introduction to our products, an in-depth review of our programs, concentration on personal development, and active training through hands-on experience. Business Development Associates/Managers - The HON Company has over 60 Business Development Members located throughout the United States. Our Business Development Members are physically located within their sales region to build a strong rapport with our customers and our nationwide network of OMNIA Partner dealers. Business Development Members are the foundation of our salesforce and are focused on driving sales and marketing efforts within their Requirements for National Cooperative Contract Page 21 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 assigned region. Some of their key sales activities include: meeting with customers and dealers, providing pricing and program guidance, training our dealers on products and pricing, staying up-to-date with local business trends, and attending industry tradeshows. Regional Market Managers — The Regional Market Manager is responsible for managing sales members, the distribution strategy, and to drive aggressive, profitable growth in a predetermined market or geographic area. The Regional Market Manager directs and focuses the Business Development Members on HON objectives within their specific roles while creating a cohesive market strategy to grow HON revenue in the market. This role aligns sales efforts, member development, and sales leadership efforts within the designed market. Regional Vice Presidents - The HON Company has a total of 4 Regional Vice Presidents located throughout the U.S. Regional Vice Presidents have overall responsibility for providing strategic management and sales leadership to our Regional Market Managers and Business Development Members to identify and prioritize regional sales activities and ensure The HON Company has a thorough understanding of the marketplace. Our Regional Vice Presidents also supervise all programs, sales initiatives, and training with our dealer organization. Director of Public Sector - The Director of Public Sector Sales is focused on driving growth within the State and Local segment of our business. This individual develops and implements a strategic sales approach for State, Local, and Cooperative contracts; provides guidance to our sales organization as well as our dealer partners, and builds strong relationships with OMNIA Partners cooperative members and State and Local procurement officials. Vice President and General Manager, Sales and Service - The VP and GM of Sales and Service, directs all nationwide commercial contract business for The HON Company. This person leads the HON team in developing and delivering profitable sales and marketing strategies to dealer partners, wholesale suppliers, and national supplies dealers located throughout the U.S. In addition, this person collaborates with C-level executives of our largest customers - including Fortune 500 corporations - and oversees all channel development, sales, marketing, product strategy, and profitability for The HON Company's largest division. As the HON sales executive leader, he participates in top -to -top senior leadership meetings with OMNIA Partners executives to align our organizational strategies for mutual, profitable, growth. C. Number and location of support centers (if applicable) and location of corporate office. Headquartered in Muscatine, Iowa, The HON Company has manufacturing facilities strategically located throughout the United States and markets its products through a nationwide network of loyal dealers and retailers. HON Corporate Address: The HON Company 200 Oak Street, Muscatine, IA 52761 The HON Company realizes that customers occasionally need to view furniture as they determine the best overall solution for their requirements. To help with this, HON maintains several market -based showrooms. These resource centers showcase HON product in real -life applications and offer great visual Requirements for National Cooperative Contract Page 22 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811 E85 representations of the HON brand. In these dynamic spaces, customers and dealers can view the best ways to create a space that is inspired and practical. HON resource centers showcase HON's newest offering and act as a complement to our dealer showrooms. HON has resource centers located in the following markets for use by customers: Muscatine, IA Chicago, IL New York, NY Washington, DC D. Annual sales for the three previous fiscal years. The HON Company is a wholly owned subsidiary of HNI Corporation; it is our policy to not disclose financial information by brand. HNI Corporation is publicly traded on the New York Stock Exchange under the symbol HNI (NYSE: HNI). HNI Corporation has a financial rating of 5A 1 with Dun & Bradstreet, which is the best available rating. HNI Corporation had the following revenues for the past 3 years: 2016 $2,203,489,000 2017 $2,175,882,000 2018 $2,257,895,000 In fiscal 2018, the Corporation had net sales of $2.2 billion, of which $1.7 billion or 76% was attributable to office furniture products. HNI federal government sales represent approximately 4-5% of total HNI Office Furniture Segment. HNI State and Local sales represent approximately 15% of total HNI Office Furniture Segment. E. Submit FEIN and Dunn & Bradstreet report. Tax ID #42-1491474 D&B #14-781-4735 Please see D&B report provided at the end of this section. F. Describe any green or environmental initiatives or policies. The HON Company is a wholly owned subsidiary of the HNI Corporation. The HNI Corporation is dedicated to ensuring all subsidiaries comply with environmental regulations, using energy efficiently, and following practices necessary to protect the environment. Since the implementation of our Environment and Safety Management System (ESMS) in 1992, local, state and federal environmental laws and regulations have changed, and we continually update our policy to ensure these changes are part of our manufacturing and distribution processes. Our Commitments HNI pursues positive change with a simple, clear purpose to make things better every day. We're always looking for a better way, which means we are in a constant state of transformation. We are never satisfied with the status quo because no matter how well we do, we believe we can always improve. As we embark on sharing how we address key social responsibility issues and provide future updates on our actions and progress, we introduce the following Requirements for National Cooperative Contract Page 23 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 commitments: By 2021, we will: • Reduce our energy consumption by 10 percent from our 2017 baseline • Establish a goal for science -based carbon emissions reduction = Establish a goal for use of renewable energy • Achieve zero landfill waste at two of our manufacturing operations • Institute a transparent process to evaluate the environmental and social responsibility performance of 85 percent of our tier one suppliers By 2025, we will: • Evaluate 100 percent of materials and chemical substances in products for human and ecosystem impacts and attempt to minimize those impacts through Design for the Environment. Carbon Footprint Across HNI, we have identified ways to reduce packaging. By bulk -packing products of similar size and redesigning packaging for certain product lines, we've increased the amount of product we ship per truck. These efforts allow us to reduce the number of trucks needed to ship product which reduces fuel and overall CO2 emissions. We have been working to understand our products' environmental impacts through the use of Life Cycle Assessments (LCA) and the creation of Environmental Product Declarations (EPDs). Once we've understood the impacts of our products, we then focus our efforts on reducing the carbon emissions associated with the development and production of our products. HNI will be establishing a goal for science -based carbon emissions reduction through the Science -based Target Initiative (SbTI). To achieve our carbon reduction target, we are considering a variety of paths, including the following: - Setting up a program that allows a portion of our sales to fund the Arbor Day Foundation's efforts at reforestation. Planting trees is a way to restore biodiversity and help the communities where the reforestation projects occur. This may be accomplished through the addition of product model options, where customers could select a product option that is priced higher, but the minimal extra fee would go directly to the reforestation fund. - Purchase carbon offsets for our Scope 1 and Scope 2 emissions (those directly associated with our manufacturing processes). - Pursue more renewable energy sources. - Work with our product development groups to choose materials with lower embodied energies. - Work with our suppliers to reduce their emissions from manufacturing and shipping. Waste Reduction Throughout our product development and manufacturing operations, we utilize a number of "Reduce, Reuse, and Recycle" strategies, including: • Some of our product components may contain as much as 75 percent recycled aluminum, 78 percent recycled steel, and 90 percent recycled particle board. • We combine recycled wood with resin to create seating components, which helps divert several thousand tons of lumber waste annually. • We use scrap hardwood as connection components in some lounge seating products. Requirements for National Cooperative Contract Page 24 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 We use a variety of recycled materials, including scrap steel, scrap particleboard, or a composite mixture of recycled mill slag and recycled plastic, to make storage counterweights. HNI pursues positive change with a simple, clear purpose to make things better every day. We're always looking for a better way, which means we are in a constant state of transformation. We are never satisfied with the status quo because no matter how well we do, we believe we can always improve. Sustainability and Environmental Certifications HNI makes it a priority to design products and implement processes that reduce our collective impact on the environment. We adhere to the Federal Trade Commission's Guidelines for the Use of Environmental Marketing Claims and our certifications support our environmental statements and our credibility. Because we understand the importance of independent verification, we participate in the following third -party certifications. Products with certifications are noted on the included spreadsheet. • SCS Indoor AdvantageTm Gold - A majority of HON's products are certified for indoor air quality through the SCS Indoor Advantage Gold program. The low-VOC materials and adhesives we use in our products have helped us achieve the highest level of certification for many of our Casegoods, Systems, Storage, Tables and Seating product lines. BIFMA LEVEL° 2 and LEVEL' 3 — HON's systems products have achieved level 3 certification (the highest certification level), while a majority of our other products are level 2 certified. Our Laminate Casegoods, Laminate and Metal Storage and Tables products have achieved 3 points under LEVEL credit 7.5.1, which contributes to the LEED V4 MR BPDO Material Ingredients credit, Option 1: Material Ingredient Reporting. • FSC° Certification — HON has an FSC Chain of Custody certificate to provide FSC Certified wood products to our customers. FSC Certified products must be ordered as a special for an upcharge. Environmental Product Declarations - Environmental Product Declarations help us understand the environmental impacts of our products. Identifying our biggest impacts and understanding where they are generated will help us reduce our products' carbon footprints. Several EPDs are in process now for select HON Systems and Laminate Storage products, which will be completed in early 2020. Rapid Continuous Improvement Over the course of nearly 25 years, HNI has built a foundation of Rapid Continuous Improvement (RCI) to support every member in our organization making improvements in their area of the business. HNI takes pride in improving the way we do business and removing waste from the entire value chain. New ideas are encouraged every day to improve how we work. We have built a certification program around our long-term vision of continuous improvement to gauge our current capabilities and identify our gaps to further augment our continuous improvement needs. This program engages every member in the company to make change, improve their daily business, and enhance their problem -solving skills. Requirements for National Cooperative Contract Page 25 of 55 DocuSign Envelope ID: 1365C1571-4024-499D-B18B-OD3971811 E85 G. 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. HON supports diversified partners through our supplier and dealer networks. Specifically, we search and identify potential suppliers and dealer partners that obtain statuses such as Service -Disabled Small Business, Veteran -Owned Small Business, Service -Disabled Veteran -Owned Small Business, Woman -Owned Small Business and HUBZone status. We encourage diversified suppliers to participate in our proposal processes and have a program that measures supplier diversity as defined by the U.S. government. Our business model contains a relatively large proportion of made -to -order business, so it is critical suppliers and dealer partners are a good match for our business needs, as well as meeting the standards of our end customers. One of The HON Company's primary go -to -market sales strategies is to provide HON product through a network of independent dealer partners. These authorized dealer partners provide selling, installation, reconfiguration and design services to end customers who purchase HON product. Approximately seventy-five percent of HON's authorized dealers have indicated to HON they hold a small business certification; over thirty percent of these dealers also hold a combination of the other diversity classifications noted above. There are no additional costs associated with OMNIA Partners customers accessing our dealer partner network to support diversity. H. Describe any historically underutilized business certifications supplier holds and the certifying agency. This may include business enterprises such as minority and women owned, small or disadvantaged, disable veterans, etc. As a large publicly traded company, The HON Company and its parent, HNI Corporation, does not hold any historically underutilized business certifications. However, The HON Company has numerous authorized dealers which are minority and women business enterprises (M/WBE), small and/or disadvantaged business enterprises, disabled veteran's business enterprises, historically utilized businesses (HUB) and other diversity recognized businesses, which can be provided upon request. I. Describe how supplier differentiates itself from its competitors. The HON Company is a trusted leader and the most recognized name in the office furniture industry. Our name is synonymous with quality, reliability and value. The power of HON is built from trusted relationships, solutions, performance, and culture. Through our Voice of the Customer process, we listen to our customers and produce the workplace solutions they need to be successful. With one of the industry's leading product development cycles, we innovate quickly and build what our customers want at a price they can afford, one of many ways in which HON sets ourselves apart from our competitors. An example of innovation fueled by our Voice of the Customer process is our product line called Fuse TM, which launched this year. FuseT"' was created to address the ways in which our customers utilize filing and storage within the changing work environment. Personal workspace footprints are shrinking, and the physical needs of our customers are changing. Height-adjustability and workspaces which support physical well-being are important trends in the office Requirements for National Cooperative Contract Page 26 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 furniture industry. To address these trends, HON looked to our customers to truly understand their storage needs. What we found was most of the customers surveyed utilize their workspace storage for items other than filing. Customers are utilizing storage for snacks, purses, jackets, as an extension of their worksurface, places to put piles of documents, a catch-all for office supplies, etc. HON took these results and created a customizable storage solution that incorporates the new ways in which storage is utilized. Below is an image from the Voice of the Customer process for personal storage: Below is an image from our recently launched Fuse TM product line: Our company's financial structure provides us the foundation to be able to invest and grow as the economy and industry fluctuate. The industry's largest furniture sellers Staples, Office Depot, Essendant and S.P. Richards as well as our large independent dealer group continually validate our position and look to us as their furniture leader. Those elements allow us to differentiate ourselves from our competitors through our core brand pillars and with products that meet real -world needs, flawless execution, dedicated member culture and commitment to our partners. Our competitors are smaller in size and name brand recognition, develop less -than full -line products, offer limited solutions and tend to have restricted distribution and dealer networks. The HON Company is proud to distribute to 599 unique dealer partners. We believe our history with OMNIA Partners supports our position as an industry leader in furniture at the best total value. Requirements for National Cooperative Contract Page 27 of 55 DocuSign Envelope ID: B65C1571-4024-49913-1318B-OD3971811E85 J. Describe any present or past litigation, bankruptcy or reorganization involving supplier. The HON Company is a wholly owned subsidiary of the HNI Corporation which is a Fortune 1,000 company. The Corporation is involved in various kinds of disputes and legal proceedings that have arisen in the ordinary course of its business, including pending litigation, environmental remediation, taxes and other claims. It is the Corporation's opinion, after consultation with legal counsel, that liabilities, if any, resulting from these matters are not expected to have a material adverse effect on the Corporation's financial condition, although such matters could have a material effect on the Corporation's quarterly or annual operating results and cash flows when resolved in a future period. K. Felony Conviction Notice: Indicate if the supplier 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 individual(s) who has been convicted of a felony and provide the names and convictions. The HON Company is a wholly owned subsidiary of HNI Corporation. HNI Corporation is publicly traded on the New York Stock Exchange (NYSE: HNI), therefore, this reporting requirement is not applicable. L. Describe any debarment or suspension actions taken against supplier To the best of our knowledge, The HON Company has not had any debarment or suspension actions taken against us. 3.2 Distribution, Logistics A. Describe the full line of products and services offered by supplier. Inspired by practicality and invested in understanding the needs of our customers, The HON Company strives to establish meaningful connections resulting in product solutions and customer support that exceed market demands. As a leading designer and manufacturer of workplace furniture including chairs, classroom, desks, storage, tables, and workstations, our commitment to serving customers is rooted in reliable performance and a member culture that is approachable, confident, smart, and ready to serve. Below is an overview of our full line of products and services offered by HON and our dealer partners: Office Chairs The HON Company's compelling seating assortment boasts 20 unique product collections tailored for different applications and customer needs - conference, executive, guest, individual, intensive use, lobby, lounge, multi -shift, nesting, public space, specialty, stacking, stools, student, task, teacher, team, training and work chairs. This extensive selection ensures there is a solution to meet every workplace seating need. Collaborative Seating The HON Company is committed to supporting and harnessing the collaborative chaos that happens throughout the day. This includes the following styles of Requirements for National Cooperative Contract Page 28 of 55 DocuSign Envelope ID: B65C1 571-4024-499D-61 8B-OD3971 811 E85 seating solutions: multi -purpose, guest, nesting, stacking, casual lounge, collaborative work, power ready, on trend, stools, teaming and training. HON's ready to support collaboration no matter where the space. Classroom Our dedication to understanding 21 st century learning environments established The HON Company as an industry leader in the education market. By continuing to listen to educators, we are able to respond with the solutions they need. We have products to support both students' and educators' needs in the classroom. Our furniture is able to support both collaborative learning and formal learning, while fitting the needs of evolving technology. We're sure our education solutions will keep learners engaged today and for a long time to come. Desks More than a work surface, well -designed desks provide the functional and aesthetic center of any working or classroom environment. HON offers more than 10 desk collections and can adapt to any work style or configuration — private or open, individual or teaming. Product styles include traditional, executive, lobby, lounge, managerial, collaborative, light -scale, student and teacher desks. Desk collections also include coordinating storage solutions to create the perfect layout for any space. Storage The right mix of shared and personal storage can keep any government, non-profit or public sector customer better organized. HON offers 9 storage and filing collections with durable solutions that integrate effortlessly with desks, benching, height adjustable solutions and workstations, while meeting all of your active, anticipated, and archival storage needs. Products include bookcases, fire- resistant files, lateral files, pedestals, storage cabinets, towers and vertical files. Tables Every workplace requires the basic functionality of a table. The HON Company goes beyond basic with 15 table collections that provide an array of sizes, shapes, finishes, and technology integration options for any setting. Styles include adjustable -height training, coffee, conference, end, lobby, lounge, occasional, training, and utility. Workstations Panel -based office solutions maximize space in shared work environments. HON offers 4 workstation collections that are easy to specify and install, provide flexible configuration options, and integrate seamlessly with other HON products. HON products are also backed by the industry -leading HON Full Lifetime Warranty. In the unlikely event that any HON product or component covered by the HON Full Lifetime Warranty should fail under normal workplace use as a result of defective material or workmanship, HON will replace any product that can't be repaired with comparable product, or refund the purchase price. The complete terms of the warranty are available at hon.com/warranty. 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. The HON Company is committed to a U.S. operating model and has made significant investments in U.S. state-of-the-art manufacturing and fulfillment centers. HON remains focused on manufacturing most of our products in the Requirements for National Cooperative Contract Page 29 of 55 DocuSign Envelope ID: 1365C1571-4024-499D-B18B-OD3971811E85 USA, everything from individual components to complete furniture solutions. The HON Company's manufacturing facilities are strategically located throughout the United States. Our production, national distribution and logistics network supports hundreds of truckloads, seven days a week. We have experience coordinating major projects as well as delivering a single piece of furniture. The HON Company will utilize our manufacturing and distribution facilities to produce quality products which will be delivered directly to OMNIA Partners customers or through our authorized dealer partners. Utilizing our nationwide network of authorized dealers, in addition to our own logistics capabilities, HON can reach any OMNIA Partners customer in any area. As HON's lead, nationwide cooperative contract, there are no restrictions on the areas which will be covered by the Agreement. Products and services under this Agreement will be provided to all OMNIA Partners customers within the Continental U.S. (48 Contiguous), including U.S. territories and outlying areas. For shipments outside the Continental U.S., additional charges and alternate lead times may apply. C. Describe how Participating Agencies are ensure 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. Ensuring Participating Agencies feel confident they are receiving accurate pricing under our Master Agreement is important to HON. There are multiple ways in which we approach pricing compliance, below is an overview of how Participating Agencies can confirm they are receiving Master Agreement pricing: Through our authorized OMNIA Partners dealer: Our Business Development Managers work one-on-one with each of our nationwide network of authorized OMNIA Partners dealers to ensure they are properly trained on the products, pricing, and requirements of the OMNIA Partners/Region 4 OMNIA Partners contract. HON has developed several tools our dealers can utilize to ensure eligible OMNIA Partners users receive accurate pricing, they include: ■ Compass - Compass is our online pricing tool made available to dealers. Compass provides exact net pricing for eligible OMNIA Partners products, based upon order size, discounts, and list prices approved on the OMNIA Partners contract. Compass allows dealers the ability to create quick and accurate price quotes for OMNIA Partners customers. The Compass tool ensures our dealers can provide agencies with accurate contract pricing and reduces the need for agencies to issue pricing modifications. Participating Agencies can request a copy of the Compass quote through our authorized dealer partner or can contact HON directly. ■ Contract Summary Document - Our contract summary document provides our dealers with an overview of the OMNIA Partners pricing and terms and conditions requirements, including: how to sign up eligible OMNIA Partners customers, products approved under our OMNIA Partners contract, list pricer in effect, pricing for approved services, product discounts, and ordering instructions. Requirements for National Cooperative Contract Page 30 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 Through our HON Government Customer Support Team: • Our Government Customer Support Representatives are trained on the requirements of our Federal, State, Local, and Cooperative contract programs and provide informed responses to both our end customers and our nationwide network of OMNIA Partners dealers. Government Customer Support members have been formally trained to answer product, warranty, ordering, pricing, delivery, and other types of questions within an industry - leading response time. HON's Government Customer Support team is available between the hours of 8:00 a.m. — 5:00 p.m. Monday through Friday CST to answer phone and e-mail inquiries. Our general customer service line is also available from 7:00 a.m. — 6:00 p.m. Monday through Friday CST. Through our marketing materials: • OMNIA Partners Catalog - Our OMNIA Partners marketing catalog showcases our approved products at OMNIA Partners net pricing. We offer this catalog to our dealers and OMNIA Partners end customers as a printed catalog or in an electronic format. End customers can also utilize this catalog to confirm OMNIA Partners net pricing. OMNIA Partners Dedicated Website — This website provides access to the most current price list, discount matrix, and contract requirements to assist Agencies in finding information quickly. For full details on the information available to Agencies, we have provided the following link for evaluation of our proposal response. https://www.hon.com/market/government/omnia- partners D. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user. As noted throughout this response, HON will be utilizing our nationwide network of authorized dealer partners to provide quoting, ordering, delivery and services to our mutual customers. Below is an overview of the ordering process through our authorized dealer network: Get Quote Send PO PO Review Contact a Our Authorized Send your Our Authorized Our Authorized HON Authorized Servicing Dealer will completed PO Servicing Dealer will Servicing Dealer will Servicing Dealer provide a detailed directly to our review your order to submit your order quote and instructions Authorized ensure accuracy directly to HON and for completing your Servicing Dealer coordinate delivery p0- of your shipment In addition to deliveries made through our authorized dealers, the HON Company can also ship products directly to authorized Participating Agencies. When shipping direct to an end customer our current list of transportation carriers includes: DCM Transport, Inc. Nussbaum Transportation Ruan 1745 S Henderson St 19336 N 1425 East Rd 3200 Ruan Center Galesburg, IL 61401 Hudson, IL 61748 666 Grand Ave. Des Moines, IA 50309 Requirements for National Cooperative Contract Page 31 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 E. Provide the number, size and location of Supplier's distribution facilities, warehouses and retail network as applicable. HON's 7 distribution centers are located within the following cities/states: Distribution Region Address Size ins .1`i. Main Distribution J 3000 North Highway 61, Muscatine, IA 300,000 Central Region n 200 Oak Street, Muscatine, IA 300,000 Eastern Re ion 1101 Commerce Drive, iVlechanicsbur , PA 399,826 Southern Region 907 West Avenue, Cedartown, GA 183,955 Southern Region 4975 Powder Springs Road, Powder Springs, GA 144 540 Texas Region 1036 Jacobsen Road; Garland, TX 211,396 Western Region 346 North John Glen Road, Salt Lake City, UT 185,796 Western Region 5351 Juru a Street, Ontario, CA 179,544 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: ii. Executive leadership endorsement and sponsorship of the award as the public sector go -to -market strategy within first 10 days The HON Company is forward thinking in their approach to continue to grow the historically led TCPN Contract through Region 4 ESC. We are confident we have and will continue to support the OMNIA Partners contract as our go -to nationwide cooperative agreement. Our executive sales leadership team, including the VP and GM of Sales and Service and Director of Public Sector, will continue to position this contract within our internal sales teams and our authorized dealer partners as the primary tool within our public sector strategy. The success of our leadership team to drive this message forward is evidenced by our strong year over year sales Requirements for National Cooperative Contract Page 32 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 growth under the Region 4 contract. Below is an overview of our in-depth nationwide roll -out plan for our authorized dealers and internal sales teams. Dependent upon these awards, our plan at a minimum, is to: Within two (2) days from the date of award: o We will notify our leadership and Sales team about the details of the contract award. o We will create a marketing e-Communication that will be sent to all authorized dealers under the new OMNIA Partners contract; this marketing e-Communication will outline the effective date of the contract, Compass information, and other important contract information. o Contract Summary documents will be created to outline the terms of the new agreement for our authorized dealer partners; these documents will be utilized as one element of a multi -faceted training approach. Within one (1) week from the date of award: o We will begin updating the already established, dedicated, OMNIA Partners webpage on hon.com. o We will hold meetings with our HON Sales team to review the pricing, product, and key requirements of the contract. o We will hold meetings with our Government Customer Support team to review the pricing, product, and key requirements of the contract. Within one to two weeks from the date of award: o Our Sales team will begin training our nationwide network of OMNIA Partners dealers on the pricing, product, eligible participating agencies and key requirements of the contract. In addition, they will review the marketing materials and sales resources available through HON and OMNIA Partners to support their sales efforts. The HON Sales team will also begin working with our authorized dealer partners to create individual market plans to drive sales growth in their coverage areas. These plans will include but are not limited to: • Annual sales volume commitment under the OMNIA Partners/Region 4 ESC contract • Identify target Participating Agencies for business development planning • Commitments outlining specific market initiatives, including open houses, showroom events, tradeshows, etc. o We will support approved contract pricing and products within our ordering systems. o Compass, our online pricing tool for our OMNIA Partners dealers, will be available for dealers to access the new contract pricing and eligible products. • Our contract summary document which outlines contract pricing, terms and conditions, products, etc. will be uploaded to our internal site for Business Development Managers to reference and distribute to our nationwide network of OMNIA Partners dealers. Within one month of award: Requirements for National Cooperative Contract Page 33 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 o Our executive sales leaders will engage OMNIA Partners leadership to schedule business review meetings. o Our HON sales team members will connect with their respective OMNIA Partners counterparts: Regional Vice Presidents and Director of Public Sector will meet and align with Group Vice Presidents in the OMNIA Partners Organization: Doug Looney, Amy Smith and Michael Schwalm • HON Regional Marketing Managers will execute initial top to top discussions per Regional and Group Vice Presidents at HON & OMNIA Partners with individual Regional Managers to identify key targets for growth and vet initial lists down to finite group of strategic opportunities • Once strategic plans are finalized, Regional Vice President, Regional Market Managers and Director of Public Sector will execute alongside Regional Managers to a set of key customers. Monthly funnel review at a local level in addition to Quarterly overall review will take place to ensure proper growth where opportunities present themselves. • Expected meetings with key customers to include: - Overview of Region 4 ESC - Explanation of benefits of cooperative purchasing - Benefits of OMNIA Partners over other cooperatives - Benefits of HON offering and our "Right to Win" o Our Director of Public Sector sales will hold internal meetings with the HON Regional Vice Presidents and Region Market Managers to obtain a status of the authorized dealer partner training and individual dealer market plans. o Our Director of Public Sector sales will work with the OMNIA Partners Strategic Development Partner(s): Sonda Sahley, Gregory Bason and Ken Heckman to create a detailed plan for future marketing and sales strategy opportunities. Within three months of award: o Our Director of Public Sector sales will participate in a quarterly review with the OMNIA Partners Team to review sales results, effectiveness of marketing and sales promotions, identify areas for future targeted activities, etc. These meetings will occur from the inception of the contract on a yearly basis. o Where appropriate, HON will also engage OMNIA Partners sales members to participate in key dealer trainings and presentations. HON will continue to support our authorized dealer partners throughout the term of our contract with on -going training, dealer specific sales activities, performance reviews with our dealer principals and key dealer sales representatives, presentations to end customers, etc. In addition, HON will continue to produce and expand upon our OMNIA Partners/Region 4 ESC catalog and marketing pieces. Our marketing team will work directly with the OMNIA Partners team to schedule email campaigns, quarterly promotions, etc. Training and education of Supplier's national sales force with participation from the Supplier's executive leadership, along with the OMNIA Partners, Requirements for National Cooperative Contract Page 34 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 Public Sector team within first 90 days The HON Company has held the OMNIA Partners contract for almost 10 years. During that time, we have developed a strong training program to educate our sales organization on selling the OMNIA Partners contract. The HON Company will continue to utilize multiple training touch points to educate our sales force on the Region 4 ESC agreement, key strategies, benefits, pricing compliance, eligible Participating Agencies and effective use of the available sales tools. These touch points include but are not limited to our annual national sales meeting, quarterly marketing communication guides, and monthly sales/marketing webinars. Within our sales organization, we have a highly skilled field sales force that is well versed on all our contracts. These Business Development Managers (BDMs) will be responsible for growing sales under the OMNIA Partners contract. Team members are trained to be the experts in contract benefits, eligible products, and needs of OMNIA Partners members. These individuals are based across the U.S. and in the markets they serve. Additionally, we have a dedicated resource in Lindsey Schuelke, Director of Public Sector Sales. Lindsey will serve as the primary HON contact for all aspects of the OMNIA Partners contract by leading the development of the training content in conjunction with our marketing and sales training groups. 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, Public Sector 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 Forum in an area reserved by OMNIA Partners, Public Sector 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, Public Sector. 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.) Requirements for National Cooperative Contract Page 35 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 viii. Dedicated OMNIA Partners, Public Sector internet web -based homepage on Supplier's website with: • OMNIA Partners, Public Sector 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, Public Sector's website including the online registration page; ■ A dedicated toll -free number and email address for OMNIA Partners, Public Sector Within 30 days of the award, The HON Company will: o Partner with OMNIA Partners to create and launch a co -branded press release announcing the new contract award. o Announce the award of the contract through any and all social channels, as well as company website o Design, publish, and distribute co -branded marketing materials o Publish and maintain a dedicated OMNIA Partners internet-based web page homepage on our website which may include: OMNIA Partners standard logo, copy of original Request for Proposal, copy of contract and amendments between Principal Procurement Agency and HON, summary of products and pricing, marketing materials, and an electronic link to OMNIA Partners' website including the online registration page, as well as a dedicated toll free number and email address for OMNIA Partners questions and concerns. Within 60 days of the award, The HON Company will: o Commit and schedule attendance and participation in national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and company -specific trade shows, conferences and meetings throughout the term of the Master Agreement. o Commit and schedule attendance with and exhibit at the NIGP Annual Forum in an area reserved by OMNIA Partners for partner suppliers. Booth space will be purchased and staffed by Company. In addition, Company commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners. o Design and publish advertising pieces in national and regional trade publications o Meet with each authorized dealer within the first 60 days of the award date to establish a written sales execution plan that will maximize potential sales efforts with the OMNIA Partners contract. The business plan will include, but is not limited to: Annual sales volume commitment for the OMNIA Partners contract, Organization commitment outlining the number of sales representatives the dealership will have accountable for their Requirements for National Cooperative Contract Page 36 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 OMNIA Partners sales goal, identify target OMNIA Partners for business development planning, commitments outlining specific marketing initiatives that each dealership will commit to use in order to engage OMNIA Partners, including: e-mail campaigns, special events (open houses, showroom events, customer appreciation events, etc.), OMNIA Partners catalog distribution plans, and product presentations. Within 90 days of the award, The HON Company will: o Initiate and continue to publish, market, and promote material such as case studies, collateral pieces, presentations and promotions to all members o Conduct on -going OMNIA Partners contract training with the dealer sales force, this training will continue throughout the life of the contract: • Discuss authorized users of the contract, pricing and service requirements, etc. • Identify and schedule appointments with key OMNIA Partners to inform them about HON's products and pricing on the OMNIA Partners contract • Understand how we can help them meet or exceed their purchasing requirements • Schedule OMNIA Partners joint marketing events with HON Dealers and OMNIA Partners. Encourage our HON dealers to join and participate in professional associations and organizations that include OMNIA Partners and volunteer to speak at various organizations that have an interest in HON product, services and solutions. C. Describe how Supplier will transition any existing Public Agency customers' accounts to the Master Agreement available nationally through OMNIA Partners, Public Sector. 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. The HON Company positions OMNIA Partners as our premier contract, offering our government, public sector and non-profit customers the best contract solution to help them meet the procurement goals of their respective agencies. We market the OMNIA Partners contract to our existing government customers through multiple avenues, to include in person meetings, telemarketing campaigns and printed and electronic mailings. HON also works directly with the OMNIA Partners sales team to train our existing and prospective customers on the benefits of the OMNIA Partners/Region 4 ESC contract and how our awarded contract meets their procurement needs. The HON Company currently holds several cooperative contracts, such as NASPO, OMNIA Partners, BuyBoard, COSTARS, and KCDA which offer varying product, pricing and terms to Public Sector customers. OMNIA Partners/Region 4 ESC contract is the sole contract HON offers as a nationwide cooperative contract solution. As our lead, nationwide cooperative contract, HON has advantaged our OMNIA Partners contract through executive sponsorship, marketing materials, nationwide training of both our internal sales team and our dealer partner sales teams and by creating a compelling product offering at a Requirements for National Cooperative Contract Page 37 of 55 DocuSign Envelope ID: 1365C1571-4024-499D-B18B-OD3971811 E85 competitive price point. HON is proud to offer our current government customers the opportunity to purchase from the OMNIA Partners contract. In many states, it is the only contract option available. D. Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners, Public Sector and agrees to provide permission for reproduction of such logo in marketing communications and promotions. Acknowledge that use of OMNIA Partners, Public Sector logo will require permission for reproduction, as well. The HON Company gives permission to OMNIA Partners to use our logo and will provide both our logo and brand guidelines as requested. In the event of using the OMNIA Partners logo, we will seek permission for the 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, Public Sector. All sales materials are to use the OMNIA Partners, Public Sector 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 ii. Best government pricing iii. No cost to participate iv. Non-exclusive As evidenced by our strong sales growth, HON is actively pursuing ways to sell our products and services to Participating Agencies as well as continue to promote membership to eligible agencies to join the cooperative. We value the relationships our sales teams have created with the OMNIA Partners sales members and the success of our teams to grow the contract. As partners, HON will continue to be diligent in our responsiveness to Public Agencies and will ensure timely follow up to leads established by OMNIA Partners, Public Sector. Along with providing our logo to support marketing communications and promotions, HON also has a dedicated Channel Marketing Manager who works directly with OMNIA Partner's marketing leadership to develop communications and promotions which reflect the key selling points of the contract. These communications include language mutually agreed upon by both organizations which appropriately highlight many of the items noted above. Your dedicated HON marketing resource, Michelle Mathis, serves as a direct contact for marketing leadership to contact and strategically plan promotions and initiatives that benefit the OMNIA Partners contract. Michelle can be reached by phone at (563) 299-0919 or email at mathismiO,)honcompany.com. Over the past 12 months, the relationship between OMNIA Partners and HON's Marketing team has led to successful projects such as e-Communications, flyers, and coordinated tradeshow activities. F. Confirm Supplier will train its national sales force on the Master Agreement. At a minimum, sales training should include: Key features of Master Agreement Requirements for National Cooperative Contract Page 38 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 ii. Working knowledge of the solicitation process iii. Awareness of the range of Public Agencies that can utilize the Master Agreement through OMNIA Partners, Public Sector iv. Knowledge of benefits of the use of cooperative contracts The HON Company has held the OMNIA Partners contract for almost ten years. During that time, we have developed a strong training program to educate our sales organization on selling the OMNIA Partners contract. The HON Company will continue to utilize multiple training touch points to educate our sales force on the key features of the agreement, the solicitation process, eligible agencies, key strategies, benefits of cooperative contracts and effective use of the available sales tools. Where appropriate, HON will continue to utilize the tools provided by the OMNIA Partners organization to further educate our sales organization. National sales force touch points include but are not limited to our annual national sales meeting, quarterly marketing communication guides, and monthly sales/marketing webinars. Within our sales organization, we have a highly skilled field sales force that is well versed on all our contracts. These Business Development Managers (BDMs) will be responsible for growing sales under the OMNIA Partners contract. Team members are trained to be the experts in contract benefits, eligible products, and needs of OMNIA Partners. These individuals are based across the U.S. and in the markets they serve. Lindsey Schuelke, Director of Public Sector Sales, she will serve as the primary HON contact for all aspects of the OMNIA Partners contract. Lindsey will lead the development of the training content in conjunction with our marketing and sales training groups. G. Provide the name, title, email and phone number for the person(s), who will be responsible for: Executive Support Ric Andersen - Vice President and General Manager, Sales and Service Email: andersenr@honcompany.com Phone: (563) 506-4554 As a Vice President and General Manager, Sales and Service, Ric directs all nationwide commercial contract business for The HON Company, an Operating company within the HNI Corporation. As the world's largest mid - market commercial office furniture manufacturer, The HON Company designs, manufactures and distributes quality, practical products with an inspired design, while providing channel partners with unparalleled sales and marketing support. He leads this team in developing and delivering profitable sales and marketing strategies to Independent, wholesale, and national supplies dealers located throughout the U.S. In addition, he participates in top -to -top senior leadership meetings at the HON and OMNIA Partners level to ensure cooperative relationships. He collaborates with C-level executives of the largest dealer partners - including Fortune 500 corporations - and oversees all channel development, sales, marketing, product strategy, and P&L for The HON Company's largest division. Ric has held executive sales leadership roles within The HON Company's parent and sister companies; led national, international, and multinational teams in 13213 and 132C environments. He holds a degree in Advanced Executive Education from the University of Chicago's School of Business and the Thunderbird School of Global Management; MBA and Requirements for National Cooperative Contract Page 39 of 55 DocuSign Envelope ID: B65C1571-4024-49913-1318B-OD3971811E85 BA from the University of Iowa. Ric is also a veteran of the U.S. Army. Marketing Michelle Mathis — Marketing Specialist Email: mathismi@honcompany.com Phone: (563) 299-0919 Michelle Mathis graduated from Iowa State University with a Bachelor of Science in Marketing. Michelle's current role is Marketing Specialist, Vertical Markets. Specifically, to OMNIA Partners, Michelle is responsible to work with OMNIA Partner's internal members marketing team to develop and execute on marketing campaigns which but are not limited to the following: emails, flyers, brochures, animations and co -branded collateral. Michelle works to ensure HON and OMNIA Partner's sales team have the necessary resources to successfully sell the contract and of its benefits. iii. Sales Lindsey Schuelke — Director of Public Sector Sales Email: schuelkel@honcompany.com Phone: (563) 299-8915 Lindsey Schuelke graduated from St. Ambrose University with a degree in Public Relations and Marketing Communications. Lindsey started with The HON Company in the Customer Support department over seven years ago where she learned the ground roots of the organization. From there, she has been in many Project Management and Sales roles. As the Director of Public Sector Sales, she is responsible for managing the contract portfolio of HON held contracts. Upon award of the contract, Lindsey works cross functionally with various departments in the organization to ensure the contract sees sales growth. A few of the teams involved in contract support that Lindsey will work with to ensure appropriate resources are provided are: Training, Marketing, Internal and External Sales, Contract Compliance and Dealer Partner relationships. OMNIA Partners, Public Sector relationship is a critical part of her portfolio. iv. Sales Support Nicholas Austin — Government Solutions Specialist Email: HONGSACS@honcompany.com Phone: (800) 466-8694 Nicholas helps identify win -win solutions to customer concerns, administer government contract terms, coordinate warranty requests, provide technical assistance of products, facilitate order changes, advise on terms and conditions, serve as subject matter expert for the team, and supply tracking and delivery information. In addition to Nicholas, the Government Customer Service Team consists of the following teams: Government Solutions Team Managers - Oversee government and order entry teams, assure high level of e-mail/call quality to ensure positive customer experience, execute philosophy of being easy to do business with (ETDBW), identify and implement strategic initiatives department -wide, assist in providing solutions to escalated concerns, and maintain government knowledge and relations. Requirements for National Cooperative Contract Page 40 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 Government Solutions Specialists - Identify win -win solutions to customer concerns, administer government contract terms, coordinate warranty requests, provide technical assistance of products, facilitate order changes, advise on terms and conditions, serve as Subject Matter Experts for department, and supply tracking and delivery information. y Government Project Coordinators - Manage government project orders by facilitating truckloads, delivery, and shipment methods, serves as one point of contact throughout entire ordering process from Order Entry through Punch list, support specialty government processes to ensure successful project completion. Government Order Entry Members - Enter government orders, administer government contract terms, maintain supportive government documentation, promote accurate pricing, clean orders, and in the event an incomplete order they are responsible for managing bad lines by working with the Agencies or Dealer to resolve. V. Financial Reporting Jeff Cunningham — Financial Analyst Email: Cunninghamj@hnicorp.com Phone: (563) 272-4405 Jeff Cunningham has been a member of The HON Company, a leading office furniture manufacturer, for eight years and is responsible for company wide sales reporting and systems management. Prior to his current role, Jeff has held the position of Risk Analyst at HNI Corporation. vi. Accounts Payable Jennifer Curry — Accountant, Accounts Payable Email: generalledger@hnicorp.com Phone: (866) 514-5882 Option 1 Jennifer and the Accounts payable team will be responsible for the admin fee reporting and payment. vii. Contracts Melissa Lincoln — Public Sector Contract Manager Email: contractmanager@honcompany.com Phone: (563) 506-9541 Melissa Lincoln has been a member of HNI for nine years serving in several roles focused on customer and sales support, contract management and finance. As Contract Manager, Melissa will oversee the compliance and administrative requirements of the OMNIA Partners contract. Prior to this role, Melissa has held various positions including Financial Analyst, Proposal Coordinator, and Contract & Sales Administrator. Requirements for National Cooperative Contract Page 41 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 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. Our sales organization consists of over 100 experienced professionals empowered to serve the needs of our customers. As noted in Section 3.1.131, our sales professionals are aligned to specific regions within the United States. The Organizational Chart below illustrates how our sales regions are structured along with the contact information for Ric Andersen, our Vice President & General Manager, Sales & Service. LIMMSEY SCHILIELKE olrft-ea., Public SecmrSalea MIKE GHELEI Region Vice President West KYLE MARKS Direc tor, Centrnl Reg,on TIM COSTELLO Region Dice President, Ncr.l,enst BOB MARTIN 1 Region Vice President 5outh—t RegianRi M,�rkr. Businesv Development Sa.n�m A¢Gun1 M autgw• Monagers/As,eaales AvoeuNci I. Explain in detail how the sales teams will work with the OMNIA Partners, Public Sector team to implement, grow and service the national program. At HON, your success is our success. We are committed to the role that OMNIA Partners plays in our market share strategies. We have worked closely with OMNIA Partners Public Sector team to understand and leverage the strengths of our two organizations. HON will continue to partner with the OMNIA Partners Public Sector team throughout all levels of the organization, examples of successful collaboration include: • Strategy meetings with the Strategic Development Partners to create nationwide sales initiatives for a targeted Participating Agency segment; these initiatives will be supported by our mutual sales and marketing teams. o Areas of Opportunities for growth to evaluate will include: 1.) States: where a furniture contract isn't present: including -but -not limited to California, Illinois, Michigan, Missouri, Nebraska, Virginia, Washington, North and South Dakota and Colorado. 2.) K-12 Segment: The HON Company is currently launching new, innovative, practical solutions for the classroom space for existing and new customers looking to modernize and bring their districts to the 21 st Century Learning styles. The HON Company has invested in a tool that identifies all school districts that have active bond money to execute these efforts. We will highlight the benefits of using a cooperative contract such as OMNIA Partners to hit price points for strict budgets. Requirements for National Cooperative Contract Page 42 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 3.) Cities & Counties: As part of an overall broadened strategy with Public Sector, we will start to create and execute a vision to engage with key cities and counties that OMNIA Partners will be the forefront leader on. We will highlight cooperative purchasing and the benefits of buying on OMNIA Partners. • Our Marketing teams will continue to collaborate on development of effective materials which will enhance customers understanding of the contract and share our mutual value proposition. These materials will be targeted to the types of customers listed above. • Our Sales teams will continue to have a multi -faceted approach to sales by leveraging our nationwide network of dealers and directly targeting eligible Participating Agencies. The lines of communication between our sales organization have been strong throughout our long history and will continue to be a vital part of our mutual success. • We will continue to utilize the OMNIA Partners training department and OMNIA Partners sales members to support the roll -out of our new contract award and to provide on -going education to our authorized dealer partners, field sales members and eligible participating agencies. We intend to use our nationwide network of OMNIA Partners authorized dealer partners well as our nationwide team of Sales Representatives to aggressively market the OMNIA Partners contract. Our Sales team, dedicated Government Customer Support team, Marketing team and our Dealer partners will be readily available to work with the OMNIA Public Sector organization to continue strong adoption of the contract and mutual sales growth. J. 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. The Region 4 contract is supported throughout our organization; our sales, marketing, customer support, merchandising and contract teams are key departments focused on the success of our contract. Our internal contract team ensures the compliance and support of our contract, they work directly with OMNIA and Region 4 to ensure our contract reflects the most up-to-date pricing, products and services offered by HON. Our contract team has created standard processes and workflows within our organization to allow for product, pricing, dealer updates, etc. to be submitted timely and per the requirements of the contract. Updates to our contract are announced via a marketing email communication to our sales and dealer network. Our Marketing, Sales and Merchandising functions work closely together to create coordinated plans for customer specific sales efforts, promotions, targeted marketing pieces, etc. As we develop monthly, quarterly and yearly plans for sales growth, these departments review all aspects to ensure proper roll -out and support for our dealers, internal sales teams, OMNIA sales members and eligible participating agencies. We train our dealers on the many features and benefits of the OMNIA Partners contract and how best to promote the contract with OMNIA Partners. Along with training our dealers, we also provide them with the resources and tools to be Requirements for National Cooperative Contract Page 43 of 55 DocuSign Envelope ID: 1365C1571-4024-499D-B18B-OD3971811E85 successful. One of the main marketing resources we provide our dealers is the HON OMNIA Partners catalog. This catalog highlights the benefits of the OMNIA Partners contract, showcases the breadth of products we offer, provides inspirational images along with OMNIA Partners net pricing. We understand how important it is to have an online presence, so we maintain a page on hon.com that is dedicated to our OMNIA Partners and outlines where they can find contract information and an OMNIA Partners dealer closest to them. The image below reflects the many authorized dealer partners approved on HON's Region 4 contract. � r ram• �� . • ■ Yam■ The HON Company is proud to offer the OMNIA Partners contract as our leading nationwide public sector Cooperative Purchasing Program. Since HON was awarded the OMNIA Partners contract in April 2010, formerly TCPN, and we have seen double digit growth every year. In 2014, OMNIA Partners became HON's only nationwide public sector cooperative contract that is offered in all 50 states. K. 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. The HON Company is a wholly owned subsidiary of HNI Corporation and is our policy not to disclose financial information by brand. HNI Corporation is publicly traded on the New York Stock Exchange (NYSE: HNI) under the symbol HNI. HNI Corporation has a financial rating of 5A1 with Dun & Bradstreet, which is the best available rating. HNI Corporation had the following revenues for the past 3 years: 2016 $2,203,489,000 2017 $2,175,882,000 2018 $2,257,895,000 In fiscal 2018, the Corporation had net sales of $2.2 billion, of which $1.7 billion or 76 percent was attributable to office furniture products. HNI federal government sales represent approximately 4-5% of total HNI Office Furniture Segment. HNI state and local sales represent approximately 15% of total HNI Office Furniture Segment. HON is willing to provide details regarding our top 10 Public Agency customers upon request. Requirements for National Cooperative Contract Page 44 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 L. 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. The HON Company continues to invest in systems which allow us to provide world class capabilities to our dealers and our customers. In 2018 we invested millions of dollars to ensure we were the industry leader for digital capabilities and underwent an eight -year intensive preparation cycle to adapt these principles with Oracle. Through Oracle, we can connect our systems directly with all major dealer operating systems, allowing a seamless order flow. Eligible customers can submit their orders directly to HON, or our preferred method is through our authorized dealers. Dealers will review customers' orders to ensure accurate pricing and product information is reflected prior to order. Dealers can place an order directly through our HON Ready Portal, via email or EDI. Our HON Ready portal is available to our dealers 24 hours a day, 7 days a week. The HON Company has a fully integrated order entry platform which allows HON to receive and enter purchase orders directly from the participating entity. The order execution process is automatic and allows us to acknowledge the order for a ship date with integrated technology in the first 24 hours of receipt. A Delivery Appointment Notification will be sent via email for the authorized dealer or customer to confirm delivery details with HON's Traffic Contact. Once the order is acknowledged, dealers or customers can access the HON Ready Portal for real time order status updates. Invoices are created and released at the time of order shipment. Agencies and Dealers both have the capability to monitor and pay invoices within HON's Oracle system. The agency or dealer being invoiced will be able to review and print invoices, monitor due dates, process ACH payments, and dispute amounts all in one simple and functional online platform. In addition, a dedicated Credit Analyst is available to assist with any issues or questions the agency or authorized dealer may have about Oracle or invoices. M. Provide the Contract Sales (as defined in Section 10 of the OMNIA Partners, Public Sector 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 administration fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales. Through our partnership, HON has been able to aggressively grow sales under the OMNIA Partners/Region 4 ESC contract consistently year -over -year; it is our intention to continue to build upon our success with the new award as HON's lead nationwide public sector contract. At this time, The HON Company has chosen to not provide a minimum guarantee for each year and will be responsible for the administration fees based on the actual Contract Sales. Requirements for National Cooperative Contract Page 45 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 N. 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. a. Respond with Master Agreement pricing (Contract Sales reported to OMNIA Partners, Public Sector). b. 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, Public Sector under the Master Agreement. c. Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to utilize Master Agreement (Contract Sales are not reported to OMNIA Partners, Public Sector). d. 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. HON will work with the agencies as they issue their own solicitations. Should an agency not require the sale be under the OMNIA/Region 4 ESC Master Agreement, HON will use commercially reasonable efforts to have price parity among this Master Agreement and the agency's solicitations provided the product mix, competitive conditions, terms and conditions and geographical scope are the same as further outlined in this response. Throughout this proposal, HON has designated OMNIA Partners/Region 4 ESC as our primary go to market contract. As such, HON is implementing a strategic sales plan to drive market growth which positions OMNIA Partners/Region 4 ESC most competitively. Requirements for National Cooperative Contract Page 46 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 EXHIBIT B THIS 20_, corporation ADMINISTRATION AGREEMENT, EXAMPLE plis I A U61-11XVI-COMM09.31flu1WoM ADMINISTRATION AGREEMENT (this "Agreement") is made this day of between National Intergovernmental Purchasing Alliance d/b/a OMNIA Partners, Public Sector ("OMNIA Partners, ("Supplier"). RECITALS Company, a Delaware Public Sector"), and WHEREAS, the (the "Principal Procurement Agency") 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, Public Sector website or execution of a Master Intergovernmental Cooperative Purchasing Agreement, attached hereto as Exhibit B) (each, hereinafter referred to as a "Participating Public Agency") 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, Public Sector to Public Agencies; WHEREAS, OMNIA Partners, Public Sector serves as the contract administrator of the Master Agreement on behalf of Principal Procurement Agency; WHEREAS, Principal Procurement Agency desires OMNIA Partners, Public Sector to proceed with administration of the Master Agreement; and WHEREAS, OMNIA Partners, Public Sector 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, Public Sector and Supplier. NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, OMNIA Partners, Public Sector 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. Requirements for National Cooperative Contract Page 47 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B1813-0133971811E85 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, Public Sector 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, Public Sector, its agents, employees, directors, and representatives under this Agreement including, but not limited to, Supplier's obligation to obtain appropriate insurance. 4. OMNIA Partners, Public Sector shall perform all of its duties, responsibilities and obligations as 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, Public Sector solely in its capacity as the 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, Public Sector 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; (ii) 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, Public Sector 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, Public Sector shall not be responsible for Supplier's performance under the Master Agreement, and Supplier shall hold OMNIA Partners, Public Sector harmless from any liability that may arise from the acts or omissions of Supplier in connection with the Master Agreement. 7. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OMNIA PARTNERS, PUBLIC SECTOR EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING OMNIA PARTNERS, PUBLIC SECTOR'S PERFORMANCE AS A CONTRACT ADMINISTRATOR OF THE MASTER AGREEMENT. OMNIA PARTNERS, PUBLIC SECTOR SHALL NOT BE LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF OMNIA PARTNERS, PUBLIC SECTOR IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TERM OF AGREEMENT; TERMINATION 8. 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 12 — 23, hereof and the Requirements for National Cooperative Contract Page 48 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 indemnifications afforded by the Supplier to OMNIA Partners, Public Sector 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. 9. Supplier's failure to maintain its covenants and commitments contained in this Agreement or any action of the Supplier which gives rise to a right by Principal Procurement Agency to terminate the Master Agreement shall constitute a material breach of this Agreement. If such breach is not cured within thirty (30) days of written notice to Supplier, in addition to any and all remedies available at law or equity, OMNIA Partners, Public Sector shall have the right to terminate this Agreement, at OMNIA Partners, Public Sector's sole discretion. Notwithstanding anything contained herein to the contrary, this Agreement shall terminate on the date of the termination or expiration of the Master Agreement. NATIONAL PROMOTION 10. OMNIA Partners, Public Sector 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, Public Sector program by either registering on the OMNIA Partners, Public Sector website (www.omniapartners.com/publicsector),. 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, Public Sector. 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, Public Sector or posts on the OMNIA Partners, Public Sector website. Supplier shall indemnify, defend and hold harmless OMNIA Partners, Public Sector for use of all such content and images including copyright infringement claims. Supplier and OMNIA Partners, Public Sector each hereby grant to the other party a limited, revocable, non -transferable, non-sublicensable right to use such party'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 party'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 party'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, Public Sector from Supplier in the amount of three percent (3%) ("Administrative Fee Percentage") multiplied by the total purchase amount paid to Supplier, less refunds, credits on returns, rebates and discounts, 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. Requirements for National Cooperative Contract Page 49 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B1813-0133971811E85 13. Supplier shall provide OMNIA Partners, Public Sector with an electronic accounting report monthly, in the format prescribed by OMNIA Partners, Public Sector, 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, Public Sector by the 10 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, Public Sector's sole discretion. 14. Administrative Fee payments are to be paid by Supplier to OMNIA Partners, Public Sectoret the k-equene-y and on the due -date stated in Scetien 13, above; within 30 days of calendar month end, 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, Public Sector 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, Public Sector's 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, Public Sector, or its designee, in OMNIA Partners, Public Sector's 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, Public Sector receives such report. In addition, OMNIA Partners, Public Sector 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, Public Sector at the location designated by OMNIA Partners, Public Sector. In the event an underreporting of Contract Sales and a resulting underpayment of Administrative Fees is revealed, OMNIA Partners, Public Sector 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, Public Sector's 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, Public Sector's 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, Public Sector 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, Public Sector's rights and obligations hereunder may be assigned at OMNIA Partners, Public Sector's sole discretion to an affiliate of OMNIA Partners, Public Sector, any purchaser of any or all or substantially all of the assets of Requirements for National Cooperative Contract Page 50 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 OMNIA Partners, Public Sector, 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, Public Sector. 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, Public Sector: OMNIA Partners, Public Sector Attn: President 840 Crescent Centre Drive Suite 600 Franklin, TN 37067 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 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, Public Sector, 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 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. Requirements for National Cooperative Contract Page 51 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 THE HON COMPANY LLC 'IV Signature David Bizak Name Vice President, Finance Title December 5, 2019 Date NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY, A DELAWARE CORPORATION DB/A OMNIA PARTNERS, PUBLIC SECTOR Signature Sarah Vavra Name Sr. Vice President, 'Public Sector Contracting Title Date Requirements for National Cooperative Contract Page 54 of 55 DocuSign Envelope ID: 1365C1571-4024-499D-618B-OD3971811E85 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 or services needed to carry out the 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 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 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; (ii) A subsidy; (iii) 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 § 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 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 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 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 higher education (IHE), or nonprofit organization that carries 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 Requirements for National Cooperative Contract Page 36 of 45 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 (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 transactions 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 a Federal program. The term recipient does not include subrecipients. Simplified acquisition threshold means the dollar amount below which a non —Federal entity may purchase property or 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 simplified acquisition threshold is $150,000, 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 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 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 Federal 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 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 Part 200, as applicable, when federal funds are utilized on a project. It is the responsibility of the authorized Participating Agency to notify the Vendor if federal funds will be utilized to procure items under this contract and/or purchase order prior to Vendor's acceptance of the order. APPENDIX II TO 2 CFR PART 200 (A) Contracts for more than the simplified acquisition threshold currently set at $150,000, 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 k. "�� Initials of Authorized Representative ofofferor (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 �1 )11 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 60.1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 Requirements for National Cooperative Contract Page 37 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 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 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." Pursuant to Federal Rule (C) above, when a Participating Agency expends federal 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 J Initials of Authorized Representative ofofferor (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. 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 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 Davis -Bacon Act provisions. Does offeror agree? YES '%%-�,� Initials of Authorized Representative ofofferor (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 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 term of an award for all contracts by Participating Agency resulting fro�m this procurement process. Does offeror agree? YES LDA4rInitials of Authorized Representative ofofferor (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 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 offeror agree? YES_ 0 initials of Authorized Representative ofofferor Requirements for National Cooperative Contract Page 38 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 (G) Clean Air Act (42 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) 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 resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (G) above. Does offeror agree? YES 1. —A!nn Initials of Authorized Representative ofofferor (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 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? YES Odz Initials of Authorized Representative of offeror (1) Byrd Anti -Lobbying Amendment (31 U.S.C. 1352)—Contractors 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 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 certifies that during the term and after the awarded term of an award for all contracts by Participating 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 for on behalf of the undersigned, 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 the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a 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 grant 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 covered sub - awards exceeding $100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certify and disclose accordingly. Does offeror agree? YES 0 P�l Initials of Authorized Representative of offeror RECORD RETENTION REMENTS 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 certifies that Requirements for National Cooperative Contract Page 39 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 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 closed. Does offeror agree? YES ;ram Initials of Authorized Representative ofofferor 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 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 et seq.; 49 C.F.R. Part 18). Does offeror agree? YES Qm�;' 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 certifies that when requested prior to offeror's acceptance of an order, offeror will certify individual its products comply to 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. Does offeror agree? YES Vr� Initials of Authorized Representative of offeror 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 pertinent to offeror's 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 offeror's personnel for the purpose of interview and discussion relating to such documents. Does offeror agree? YE5 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? YES Initials of Authorized Representative of offeror 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. Offeror's Name: The HON Comoany LLC Address, City, State, and Zip Code: 200 Oak Street Muscatine IA 52761 Phone Number: 800 466-8694 Fax Number: �(800) 833-3902 Printed Name and Title of Authorized Representative: David Bizak-Vice Presidentr Finance Email Address: HNIGovCor Signature of Authorized Representative: '-�Ii I Date: December 5 2019 Requirements for National Cooperative Contract Page 40 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B1813-0133971811E85 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 submitted with the offeror's response to the RFP. Failure to complete the New Jersey packet will impact OMNIA Partners, Public Sector's 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 Certification of Non -Involvement in Prohibited Activities in Iran DOC #7 New Jersey Business Registration Certificate 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 throughN.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; m 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. Requirements for National Cooperative Contract Page 41 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 DOC #1 OWNERSHIP DISCLOSURE FORM (N.J.S. 52:25-24.2) Pursuant to the requirements of P.L. 1999, Chapter 440 effective April 17, 2000 (Local Public Contracts Law), the offeror shall complete the form attached to these specifications listing the persons owning 10 percent (10%) or more of the firm presenting the proposal. Company Name: _ The HON Company LLC Street: 200 Oak Street City, State, Zip Code: Muscatine, IA 52761 - .. I certify that I am the sole owner of that there are no partners and the business is not incorporated, and the provisions of N.J. S. 52: 25-24.2 do not apply. OR: I J a partner in do hereby certify that the following is a list of all individual partners who own a 10% or greater interest therein. I further certify that if one (1) or more of the partners is itself a corporation or partnership, there is also set forth the names and addresses of the stockholders holding 10% or more of that corporation's stock or the individual partners owning 10% or greater interest in that partnership. OR: I David Bizak . an authorized representative of The HON Company LLC a limited liability company (LLC) serperatieq, do hereby certify that the following is a list of the names and addresses of all members lsteGkhoideFs in the LLC sarpera49n who own 10% or more of its memberships interests stock of any 4a&s. I further certify that if one (1) or more of such members atoGk 4eh4e is itself a corporation or partnership, that there is also set forth the names and addresses of the stockholders holding 10% or more of the corporation's stock or the individual partners owning a 10% or greater interest in that partnership. (Note: If there are no partners or stockholders owning 10% or more interest, indicate one. Name Address Interest H N I Holdings Inc. 600 East 2"d Street Muscatine IA 52761—owns 100% of membership interests of The HON Com an LLC H N I Corporation 600 East 2nd Street Muscatine IA 52761-Owns 100% of stock of H N I Holdings Inc. 1 further certify that the statements and information contained herein, are complete and correct to the best of my knowledge an�*belief, 12/5/2019 David Bizak -- Vice President Finance Date Authorized Signature and Title Requirements for National Cooperative Contract Page 42 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 DOC #2 NON -COLLUSION AFFIDAVIT Company Name: The HON Company LLC Street: 200 Oak Street City, State, Zip Code: Muscatine IA 52761 State of Iowa County of Muscatine 1, David Bizak of the Muscatine Name City in the County of Muscatine , State of Iowa of full age, being duly sworn according to law on my oath depose and say that: I am the Vice President, Finance of the firm of The HON Company LLC Title Company Name the Offeror making the Proposal for the goods, services or public work specified under the attached proposal, and that 1 executed the said proposal with full authority to do so; that said Offeror 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 proposal, and that all statements contained in said proposal and in this affidavit are true and correct, and made with full knowledge that relies upon the truth of the statements contained in said proposal and in the statements contained in this affidavit in awarding the contract for the said goods, services or public work. 1 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 or selling agencies maintained by The HON Company LLC Company Name Subscribed and sworn before me this J�_ day of , 201 q 0 �L'6167"'a 1116- Notary Public of��':� 20 _,? My commission expires lYhT -h c30 DOC #3 __ter• VP Finance Authorized Signature & Title Pj30A[ s CHIRS111TWE 0 MCOoF Ag= 772228 My Commission Expires IOWA March 20, 2021 Requirements for National Cooperative Contract Page 43 of 45 SEAL DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 AFFIRMATIVE ACTION AFFIDAVIT (P.L. 1975, C.127) Company Name: The HON Company LLC Street: Oak Street City, State, Zip Code: Muscatine IA 52761 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. Required irmative Action Evidence: Procurement, Professional & Service Contracts (Exhibit A) Vendors must submit with proposai, 1. A photo copy of their Federal Letter of Affirmative Action Plan Approval OR 2. A photo copy of their Certificate of Employee Information Repo OR 3. A complete Affirmative Action Employee Information Re ortAA302 Public Work - Over $50,000 Total Project Cps A. No approved Federal or New Jersey Affirmative Action Plan. Wewill complete Report Form AA201-A upon receipt from the 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. 12/5/2019 Date Aid h orized Signature and Title David Bizak - Vice President, Finance Requirements for National Cooperative Contract Page 44 of 55 DocuSign Envelope ID: B65CI571-4024-499D-Bl8B-OD397l8llE85 Ln Im T-4 OD CO CL W z Q 0 W 0 LL z w w 0 —i a. 2 LU LL LU LL LLI 0 ca M E CL 0 CL CD > of 2 r_ 0 CL m cc 0 F- :E C*4 0 C� C*4 1 (D OL CL -0 m -0 CL i, 4Z, LD 07 4 N /.0.0 I Z 0 O LO H g z:-: C Cc Z, — — (D CL :E (D C4 LO H 04 0 0 (n Cc w 2 DocuSign Envelope ID: B65C1571-4024-499D-618B-OD3971811E85 DOC #3, continued P.L. 1995, c. 127 (N.J.A.C. 17:27) MANDATORY AFFIRMATIVE ACTION LANGUAGE PROCUREMENT PROFE5SION4L AND SE13VICE CONTRACTS During the performance of this contract, the contractor agrees as follows: The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital status, sex, affectional 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, affectional or sexual orientation. 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 by the Public Agency Compliance Officer setting forth provisions of this non-discrimination clause. The contractor or subcontractor, where applicable will, in all solicitations or advertisement for employees placed by or on behalf of the contractor, state 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 understanding, a notice, to be provided by the agency contracting officer advising the labor union or workers' representative of the contractor's commitments 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, c. 127, as amended and supplemented from time to time and the Americans with Disabilities 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 supplemented from time to time or in accordance with a binding determination of the applicable county employment goals determined by the Affirmative Action Office pursuant to 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. The contractor or subcontractor agrees to inform in writing appropriate recruitment agencies in the area, including employment agencies, placement bureaus, colleges, universities, labor unions, that it does not discriminate on the basis of age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and that it will discontinue the use of any recruitment agency which engages in direct or indirect discriminatory 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 of job -related testing, as established by the statutes 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 actions are taken without regard to age, creed, color, national origin, ancestry, marital status, sex, affectional 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 Affirmative Action Office as may be requested by the office from time to time in order to carry out the purposes of these Requirements for National Cooperative Contract Page 45 of 55 DocuSign Envelope ID: B65C1571-4024-4990-618B-OD3971811E85 regulations, and public agencies shall furnish such information as may be requested by the Affirmative Action Office for conducting a compliance investigation pursuant to Subchapter 10 of the Administrative Code (NJAC I T27). Signature of Procurement Agent David Bizak — Vice President, Finance Requirements for National Cooperative Contract Page 46 of 55 DocuSign Envelope ID: 1365C1571-4024-499D-B18B-OD3971811E85 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.J.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 (http•i www nj;Uv/dea'divisions'dips.!resources,'Ifns 2006.html). Please refer back to these instructions for the appropriate links, as the Local Finance Not ices include links that are no longer operational. I. The disclosure is required for all contracts in excess of $17,500 that are not awarded pursuant to a "fair and open" process (N.J.S.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 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 access. The form is worded to accept this alternate submission. The text should be amended if electronic submission will not be allowed. 3. The submission must 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 of public agencies, including all public agencies that have elected officials in the county of the public agency, state legislative positions, and various 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 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 h -.0' ww.nJ. ov,dca'divisionsldlQ ' ro rams'I cl.lttmlpl2. 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 district(s). As the farms 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. 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. d. The form may be used "as -is", subject to edits 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 printer] on the same piece of paper. 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 document and can be edited to meet local needs, and posted for download on web sites, used as an e-mail attachment, or provided as a printed document. It is recommended that the contractor also complete a "Stockholder Disclosure Certification." This will assist the local unit in its obligation to 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 Finance Notice 2006-7 for additional information on this obligation at htt :Ilwww.ni. ovidealdivisionstllgslresources'Ifns 2006.htrnl). A sample Certification form is part of this package and the instruction to complete it is included in the Contractor Instructions. NOTE: This section is not applicable to Boards of Education. Requirements for National Cooperative Contract Page 47 of 55 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 DOC #4, continued C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Contractor Instructions Business entities (contractors) receiving contracts from a public agency that are NOT awarded pursuant to a "fair and open" process (defined at N.J.S.A. 19:44A-20.7) are subject to the provisions of P.L. 2005, c. 271, s.2(N.J.S.A. 19:44A- 20.26). This law provides that 10 days prior to the award of such a contract, the contractor 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 committee) • any candidate committee of a candidate for, or holder of, an elective office: 0 of the public entity awarding the contract 0 of that county in which that public entity is located 0 of another public entity within that county 0 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 contributions. N.J.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% 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, officers, or directors of the business entity or their spouses • any subsidiaries directly or indirectly 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 is 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." [N.J.S.A. 19:44A-20.26(b)] The contributor must be listed on the disclosure. Any business entity that fails 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 list of agencies is provided to assist the contractor in identifying those public agencies whose elected official and/or candidate campaign committees are affected by the disclosure requirement. It is the contractor's responsibility to identify the specific committees to which contributions may have been made and need to be disclosed. The disclosed information 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 in meeting its obligations under the law. NOTE: This section does not apply to Board of Education contracts. Requirements for National Cooperative Contract Page 48 of 55 N_,1.S.A. 19:44A-3(s); "The term "legislative leadership committee" means a committee established, authorized to be established, or 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 to section 16 of P.L.1993, c.65 (C.19:44A-10.1) for the purpose of receiving contributions and making expenditures." Requirements for National Cooperative Contract Page 49 of 55 DOC #4, continued C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Required Pursuant to N.J.S.A. 19:44A-20.26 i 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 - — — — -- — — -� �Ad endor Name: The HON Company LLC — dress: 200 Oak Street — - Cit Muscatine r.it�. Muscatine y. The undersigned being authorized to ce s of N J S A 19:44A-20 26 and as represented by thy, hereby certifies that the submission provided ein represents compliance with the provisions Instructions accompanying this form. r`: l4G;, pavici Bizak Vice President Finance Signature Printed Name Title Part II — Contribution Disclosure Disclosure requirement: Pursuant to N than 300 4er election Icycle)loverthe 12must 1months prior to reportable political contributions (more $ P submission to the committees of the government entities listed on the form provided by the local unit. -- -- — — - - - — — __..: �. a clortrnnic form Check here if the information is continued on subsequent page(s) Requirements for National Cooperative Contract Page 50 of 55 DOC #4, continued List of Agencies with Elected Officials Required for Political Contribution Di N J A. ? 9:44A-20.26 sclosure 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 {County Executive} Surrogate Sheriff Municipalities (Mayor and members of governing body, regardless of title): SERS SHOULD CREATE THEIR OWN FORM, OR DOWNLOAD FRM THE PAY TO PLAY SECTION OF THE DLGS WESSITE A COUNTY --- BASED, CUSTOMIZABLE FORM. Requirements for National Cooperative Contract Page 51 of 55 )ocuSign Envelope lu: 13001+ DOC #5 STOCKHOLDER DISCLOSURE CERTIFICATION Name of Business: I certify that the list below contains the names andhome s ckao addresses undersgnedockhol stockholders holding 10°/a or more of the issued and outstanding OR 13 1 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 O Corporation Sole Proprietorship Limited Liability Partnership El Limited Partnership � Limited Liability Corporation Subchapter S Corporation he form below, and, if necessary, complete the stockholder list below. Sign and notarize t _ Stockholders: Name: Name' HNI Holdings Inc. Home Address: Home Address: Muscatine, 0 st Se52cond Street (1 pp% ownership interest Name: State Farm Insurance Companies Home Address: One IL 61710 Name: Home Address 1Qo°Ia ownershi interest Name: Name: -- Home Address: Home Address. Subscribed and sworn before me this_S-day of 4�90-b - 2Q13 ., (Notary Public)��c� r ( lant) VP Finance -The HON Com an LLC (Print name &title of affiant) My Commission expires:� (Corporate Seal) 77222e my Commis ion Expires r�P Match 20. 2M"I Requirements for National f 55 cooperative Contract Page DOC #6 Certification of Non -Involvement in Prohibited Activities in Iran Pursuant to N.J. S.A. 52:32-58, Offerors must certify that neither the Offeror, nor any of its parents, subsidiaries, andlor affiliates (as defined in N.J.S.A. 52:32 - 56(e) (3)}, is listed on the Department of the Treasury's List of Persons or Entities Engaging in prohibited Investment Activities in Iran and that neither is involved in any of the investment activities set forth in N.J.S.A. 52:32 - 56(0} Offerors wishing to do business in New Jersey through this contract must fill out the Certification of Non -Involvement in Prohibited Activities in Iran here: ht�llwww,state. ni.us/hi lrnnncon,i i_jx�, ._r , . - +ui ru W LllJL;IUSIJre Offerors should submit the above form completed with their proposal. Requirements for National Cooperative Contract Page 53 of 55 uv.+U+ t, STATE OF NEW JERSEY DIVISION OF PURCHASE AND INVESTMENT ACTIVITIES IN RANOPERTY DISCLOSURE OF Quote Number: Region 4 Education SeNIGe X§jy:_�IFICATION 8lDi]ERS PART 1 BY CHECKING E1I - i=AILtJRE TO CHECit ONE OF THE BOXES WILL RENDER THE PROPOSAL NDi�-RE5PD�15lVE. or proposes to enter into or renew a Pursuant to Public Law 2012. c. 25, any person or entity that submits a bid or Proposal itherotherwise the person or entity, nor any of its parents, contract must complete flee certification below to attest, under penalty of perjury, in in investment activities subsidiaries, or affiliates, is identified on the Department of Treasury's Chapter 25 list as a person or enti►y engaging � veal ificakion. Failure to complete the certification w►ll tender appropriate must and provided in Iran. The Chapter 25 list is found on the Division's website at ht�[ ��M ^—" �tate.n us�treasurvrvurchas nda a bid st,es Bidders must review this list prior to completing the below Ce non-respimposing sanctions, seeking compliance, recovering damages, dedaring the party in onsive. if the Director finds a person or entity to be in violation of law, s/he shall take action as may a ap ng but default and eekingby law. rule or rdebarment! or suspension tlimited ohe party 9 Bidder/offeror: The HON Com an LLC 19-18 _EASE CHECK THE APPROPRIATE BOX of the bidder's parents, I certify, pursuant to Public Law 2012. c• 25, that neither the bidder listed above rear any l further certify that l am the person listed above. or I am an officer subsidiaries, or affiliates is listed on the N.J. Department �� List'). Treasury's list of entities determined to be engaged � prohibited sign and activities in Iran pursuant to P_L. 2012, c• 25 ('Chapter or representative of the entity listed above and am authorized to make this certification an its behalf. I willskip complete the Certification below. OR bidder on 1 am unable to certify as above because the a detailed, accurate and precise deone or more of its scriptionof then e subsidiaries, belies in paffiliates rlisted o the Department's Chapter 25 list. 1 will p v rovid,_ i � � �-ft.•pmp and sign and complete the Certification belosanE an�ll assessed as provided by law. responsive. and appropriate penalties. VITIES pAgT.3: PLEASE PROVlAE FURTHER INFORMATION Rthe ELATED D TO INVESTMENT of the bidderNentiy.lorr one of�lsl�ents. You must provide a detailed, accurate and precise description subsidiaries or affiliates, engaging in the investment activitof ies in Iran outlined above by completing the boxes below VE S. PROVIDE EACH BOX WILL. PROMPT YOU TO PROVIDE INFORMATION EED TO MAI(E ApplTIaNAL ENTORIES, LUCK THE "ADD AN ADDITIONAL THOROUGH ANSWERS TQ EACH QUESTION. IF YOU ENTRY" BUTTON. Name Description of Activities Duration of Engagement _ Bidder/Offeror Contact Name Relationship to Bidder/Offeror Anticipated Cessation Date Contact Phone Number ADD AN ADDITIONAL ACTIVITIES ENTRY non or entity. 1' e reification: I, being duly swum upon my oath, hereby represent and state that the foregoing information and any attachments thereto to the best of an the information contained herein th the State ton notify he State ntwriting of anychangesto thej my knowledge are true and complete. I attest that 1 am authorized to e%ecute this certification on behati o} the above rehot t am ference � acknowledge that the State of New Jersey is relying etivn of any contracts litigation ham the date of this certification through the completionach Gre pre m subject to criminal prosecution under the law and that it will also constitute this t certificatienbvoid and nswers q(informatign contained heresn+ l ahkaneol.iauiedge gnat 1 am aware that it is a Criminal offense to make a title statement or mimaterial bre son m' his certification, and if I do so. 1 recagnje t son May declare any contract(s) resulting agreements] with the State of New Jersey and that the State at its Opt Y J fj neriforceable. Signature: Full Name (Print): David BIZak �I Date: 121512019 � 4Title: Vice President, Finance pPP Standard Farms Packet 11/2013 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 issued Business Registration Certificate with their proposal here. Failure to d the Offeror from offeringof Revenue products or services in New Jersey through any resulting contracto willdisqualify htt :11www.state, n-,us/treasu /revenue/forms/n-re . df Requirements for National Cooperative Contract Page 54 of 55 )ocuSign Envelope u: nu�"e e 02f02113 Taxpayer Identification# 421-491.474/000 Dear Business Representative" Congratulations'. YOU are now registered with the New jersey pivisian of Revenue Use the TaxpaYer Identiiscatlan Number fisted above on all cvrrespo ndence with the Divisions returns aiid payments will be filed under this number, Revenue and Taxation, as well as with the ref Department of Labor (,f the business is sublet of R Your tax referencing it. to unemployment withholdings}. and you will be able to access information about your account by with the 17i8cl,n of Revenue. The law also amended a!! lease note that State law require1Nsi all contractors and subcontractors With Public Additionally, p agencies to provide proof of their registration Section 92 of the Casino Control Act, which deals with the casi,io service industry. with the law, if YOU are We have attached a proof of Reg ,stration Certificate for your use. To comt�u must provide a coQY currently' under contract or entering into ency"contract with a State agency, Y of the certificate to the contracting ag Registration Hotline at If you have any questions or require more information, feet free to call 0 (609)292-9292. I wish you cOritinued success in your business endeavors. Sincerely, �� 76 James J. Fruscione Director flew Jersey Division of Revenue STATE OF NEW JERSEY DEPARTMEENf pp TREA5uR BUSINESS REGISTRATION CERTIFICATE pl�,saofv OF Rrvf;Nur PO Box 252 .. TRENTON. N � 06646 0352 TRADE NAME: TAAPAYER NAME: - T1& HON COMPANY LLC SEQUENCE NUMBER: ADDRESS: 0063328 S� �s av$ Ir zNa SY Rf I . MUSCATINE IA $2 1'4313 ISSUANCE DATE: EFFECTWE DATE- 02/02113 02117100 �+�_" AlrEcfor r� New Jersey Division of Revenue v015pIa" d at aboL'E.� at _ =. IV. EVALUATION PROCESS AND CRITERIA 1. A committee will review and evaluate all responses and make a recommendation for award of Contract(s). The recommendation for Contract awards will be based on the predetermined importance. In evaluating the responses, the following predetermined criteria is considcriteria factors outlined in this section, where each factor is assigned a point value based an its ered: a) Products/Pricing (40 Points) b) Performance Capability (30 Points) c) Qualification and Experience (20 Points) d) Value Add (10 Points) 2. Offeror's proposal should, at a minimum, include the following for Region 4 ESC's evaluation: a) Products/Services/Pricing i. Offerors shall provide pricing based on a discount from a manufacturer's price list or catalog, or fixed price, or a combination of both with indefinite quantities. Prices listed will be used to establish the extent of a manufacturer's product lines, services, warranties, etc. that are available from Offeror and the pricing per item. Multiple percentage discounts are acceptable if, where different percentage discounts apply, those different percentages are specified. Additional pricing and/or discounts may be included. Products and services proposed are to be priced separately with all ineligible items identified. Offerors may elect to limit their proposals to any category or categories. HON is pleased to provide our detailed pricing proposal in Tab 2, Products/Pricing, as requested. We are offering discounts by product category utilizing a tiered discount structure based on list order size. # Include an electronic copy of the catalog from which discount, or fixed price, is calculated. Electronic price lists must contain the following: (if applicable) • Manufacturer part # • Offeror's Part # (if different from manufacturer part #) • Description • Manufacturers Suggested List Price and Net Price • Net price to Region 4 ESC (including freight) Media submitted for price list must include the Offerors' company name, name of the solicitation, and date on a Flash Drive (i.e. Pin or Jump Drives). Please find the January 2020 HON Full Line Price List and January 2020 HON Seating P;-ice List on the flash drive included with our response. iii. Is pricing available for all products and services? Our proposed pricing includes all Full Lifetime Warranty products offered by HON. In addition, our proposal includes a comprehensive listing of all sei-•1' --cs offered by our OMNIA Partners authorized dealers. RFP Page 12 ice i. Please provide pricing for services based with a not to exceed on the maximum per hour to maximum price perhour, price per hour charge. HON is pleased to provide our detailed pricing proposal in Tab 2, Products/Pricing, as requested. We are proposing a comprehensive list of services offered by our authorized dealers. Services which are priced at an hourly rate include a range from minimum per hour to a not -to -exceed maximum charge per hour. iv. Describe any shipping charges. All shipments for the Continental U.S. (48 Contiguous) will be FOB Origin, freight paid by HON to a single ship -to location per order. HON will determine best method of shipment and delivery timeframes. Destination address must be able to accept a 53-ft. trailer and must have a loading dock. Charges for non-standardfor services (Enhanced Services) and order change fees (Order Change see Order r Delivery requested outside of standard freight costs apply. brochure for full details on Standard Services, Enhanced Services and Order Change Fees. For shipments outside the Continental U•S•, fees from ii will pay for freight charges to the nearest port of embarkation; shipping ort of embarkation to the final destination will be negotiated by the authorized dealer and the end customer. Describe delivery charges along with definitions for: 1. Dock Delivery Order is shipped directly by HON to a single ship -to location. Items are delivered to the tailgate of the trailer. Purchaser is responsible for the equipment and manpower to off-load the shipment and does not include delivery into facility. Dock delivery is included in our offered discounts; no additional fees shall apply. 2. Inside Delivery truck into the facility either over the Product is brought from the he same floor as the receiving dock. threshold or to a location on t Service is only provided by LTL carriers or our authorized dealers. Does not include uncartoning, disposal of packaging or assembly. Some limitations may apply based upon the size of the order; please contact HON or the authorized dealer prior to shipment. Additional charges for inside delivery apply. 3. Deliver and Install On orders requesting delivery and installation, (open, set in place, ready to use) HON's authorized dealer, shall be responsible for receipt, inspection and assembly of items delivered in the area designated by the Participating is a iresult tgofgency as well as prompt del very. Additional chargesval for of all debris w installation apply. RFP Page 13 V. Provide pricing for warranties on all products and services. HON products are backed by the industry -leading HON Full Lifetime Warranty. in the unlikely event that any HON product or component covered by the HON Full Lifetime Warranty should fall under normal workplace use as a result of defective material or workmanship, HON will replace any product that can't be repaired with comparable product, or refund the purchase price. The complete terms of the warranty are available at hon.comlwarranty and printed versions are included in Tab 2, Products & Pricing section of our proposal. vi. Describe any return and restocking fees. HON's dealer network works closely with customers to ensure product needs are clearly identified and that the product selections meet these needs. Therefore, the need to return is minimal. In the event a return is being considered, the dealer will assist the customer in this process. Most HON products are made -to -order, so restocking is not usually viable. Returns for made -to -order products, if approved, that are not a result of damage, order entry error, etc., may be subject to a return fee of up to 45% of the invoiced amount plus the cost of return freight. Upon receipt of necessary information regarding the return, HON will issue a return authorization to the customer outlining items to be returned and where the items should be shipped. All returns must be made within 30 days after the return authorization is issued. Merchandise must be returned in the original shipping cartons with proper inner packing and is subject to inspection before acceptance. Once the item has been accepted, a credit is issued immediately to the customer. HON products are backed by the industry -leading HON Full Lifetime Warranty. In the unlikely event that any HON product or component covered by the HON Full Lifetime Warranty should fail under normal workplace use as a result of defective material or workmanship, HON will replace any product that can't be repaired with comparable product, or refund the purchase price. The complete terms of the warranty are available at hon.comlwarranty and printed versions are included in Tab 2, Products & Pricing section of our proposal. vii. Describe any additional discounts or rebates available. Additional discounts or rebates may be offered for large quantity orders, single ship to location, growth, annual spend, guaranteed quantity, etc. Not all needs are the same, from a single project to outfitting multiple buildings of office furniture, HON is willing to work with our customers to create a tailored product and pricing solution. Below are examples of some of the additional ways HON can support our customer's procurement requirements, these incentives are negotiated on a per opportunity basis: + Additional pricing incentives for sole source agreements, committed volume, product standardization and custom pricing ■ Negotiable pricing based on individual product list volume; additional discounts may range from 1 % to over 4%. RFP Page 14 viii. Describe how customers verify they are receiving Contract pricing. Ensuring Participating Agencies feel confident they are receiving accurate pricing under our Master Agreement is important to HON. There are multiple ways in which we approach pricing compliance, below is an overview of how Participating Agencies can confirm they are receiving Master Agreement pricing: Through our authorized dealer partners: Our Business DeVelopment Managers work one-on-one with each of our nationwide network of authorized dealers to ensure they are properly trained on the products, pricing, and requirements of the Region OMNIA ensure ners contract. HON ef Bible OMNIA Partner developed several tools ourdealers customers receive accurate pricing, they include: • Compass - Compass is our online pricing tool made available to authorized dealers. Compass provides exact net pricing for eligible OMNIA Partners products, based upon order size, discounts, and list prices approved on the OMNIA Partners contract. Compass allows dealers the ability to create quick and accurate price quotes for OMNIA Partners customers. The Compass tool ensures our dealers can provide agencies with accurate contract pricing and reduces the need for agencies to issue pricing modifications. Participating Agencies can request a copy of the Compass quote through our authorized dealer partner or can contact HON directly. • Contract Summary Document - Our contract summary document provides our dealers with an overview of the OMNIA Partners pricing and terms and conditions requirements, including: how to sign up eligible OMNIA Partners customers, products approved under our OMNIA Partners contract, list pricer in effect, pricing for approved services, product discounts, and ordering instructions. Through our HON Government Customer Support Team: • Our Government Customer Support Representatives are trained on the requirements of our Federal, State, Local, and Cooperative contract programs and provide informed responses to both our end customers and our nationwide network of OMNIA Partners dealers. Government Customer Support members have been formally trained to answer product, warranty, ordering, pricing, delivery, and other types of questions within an industry -leading response time. HON's Government Customer Support team is available between the hours of 8:00 a.m. — 5:00 p.m. Mt meay te service ce line is also availableh Frid ay CST to an swerprom 7 00 ae,rmail inquiries. Our general cus 6:00 p.m. Monday through Friday CST. Through our marketing materials: • OMN[A Partners Catalog - Our AMNIA Partners marketing catalog showcases our approved products at OMNIA Partners net pricing. We offer this cataiog to our dealers and OMNIA end a�5ostotm�e this cprinted t �ogdfo coalog or in an electronic nfirm OMNIA Partners format. End customers c net pricing. RFP Page 15 • OMNIA Partners Dedicated Welsite — This website provides access to the most current price list, discount matrix, and contract requirements to assist Agencies in finding information quickly. For full details on the information available to Agencies, we have provided the following link for evaluation of our proposal response. https:lJwww.hon.com/market/governrnent/omnia-partners. ix. Describe payment methods offered. Payments can be made to The HON Company via Check, Credit Card, EFT, ACH, or Wire Transfer. Details for each payment option are outlined below. Payments by check for The HON Company should be sent to: The HON Company PO Box 404422 Atlanta, GA 30384-4422 Payments via EFTIACH should be directed to the following bank information: Depository Financial Institution: Bank of America Routing Number: 111000012 Account Number: 37562-76567 Account Name: The HON Company Payments by Wire Transfer should be sent with the following bank information: Routing Number: 026009593 Account Number: 37562-76567 Account Name: The HON Company For payments by Credit Card, please contact our HON Government Customer Support Team at 800-466-8694. We accept all major credit cards except for Discover. At this time, we do not have any surcharge fees associated with credit card payments. If changes in economic factors should cause the need for an additional fee, we will request that approval from Region 4 ESC prior to implementation. X. Propose the frequency of updates to the Offeror's pricing structure. Describe any Proposed indices to guide price adjustments. If offering a catalog contract with discounts by category, while changes in individual pricing may change, the category discounts should not change over the term of the Contract. Pricing adjustments are generally requested on an annual basis. Certain economic factors could warrant the need for a more frequent request. HON will provide the necessary information needed to support the request for a price adjustment. Category discounts will remain unchanged over the term of the Contract. xi. Describe how future product introductions will be priced and align with Contract pricing proposed. Our product development efforts create end -user solutions that are relevant, differentiated and focused on quality, aesthetics, style, sustainable design, and reducing manufacturing costs. We also continuously improve and enhance existing Products through ergonomic research, improved manufacturing processes, alternative materials, and engineering support and training in each of our operating RFP Page 16 units. Product enhancements or additions to existing product series will be discounted within the category discounts provided in our discount matrix. Should a new product be introduced that is not part of an existing category, our Compliance Team will work with the OMNIA Partners/Region 4 ESC contract manager to ensure the new product meets the pricing requirements presented in our initial proposal response. xii. Provide any additional information relevant to this section. Nat to Exceed Pricing. Region 4 ESC requests pricing be submitted as not to exceed pricing. Unlike fixed pricing, the Contractor can adjust submitted pricing lower if needed but, cannot exceed originsl pricing submitted. Contractor t�sspr�cing allow s a primary prlower icing irigto bs ructureble for is not similar product and service purcha p acceptable. The HON Company has proposed pricing which meets these requirements. b) Performance Capability i. Include a detailed response to Appendix D, Exhibit A, OMNIA Partners Response for National Cooperative ContraceS describe ponses showdOfferorlght experience, will educate its demonstrate a strong nations p esen 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. Please see Tab 3 for our full response to Appendix D, Exhibit A, OMNIA Partners Response for National Cooperative Contract. ii. The successful Offeror will be required to sign Appendix D, Exhibit B, OMNIA Partners Administration Agreement prior to Contract award. Offerors should have any reviews required to sign the document prior to submitting a response. Offeror's response should include any proposed exceptions to OMNIA Partners Administration Agreement on Appendix B, Terms and Conditions Acceptance Form. Please see Tab 3 for our redlines within Appendix D, BEx ibis B, OMms dNI Partners Conditions Administration Agreements as well as Appendix Acceptance Form. Include completed Appendix D, Exhibits F. Federal Funds Certifications and G. New Jersey Business Compliance. Please see Tab 3 for completed and signed Appendix D, Exhibits F Federal Funds Certifications and G. New Jersey Business Compliance. RFP Page 17 iv. Describe how Offeror responds to emergency orders. At HON, we take pride in being HON Ready in everything we do, especially in the case of an emergency. We make our best effort to meet the requested dates of our customers within our standard lead times for the products being rush ordered. There is a non -discountable 3.5% list up -charge if a date earlier than our standard lead times is required. If the emergency or rush delivery is a result of a dealer error or The HON Company's error such as shortage, damage, etc., e HON Company will make every effort to expedite the product at no cost to heOMNIA Partner member. When you work with HON, you work with specialists in all areas, including customer support, order management, and production scheduling. These individuals form a tightly integrated team to ensure everything possible is done so that you receive your complete order on time. The HON team will leverage our multiple production facilities across the United States and extensive distribution network to provide the best possible outcome for each emergency order. V. What is Offeror's average Fill Rate? The HON Company is on target in 2019 to meet or exceed our 2018 fill rate. The HON Company is dedicated to complete and on -time delivery by offering the most reliable delivery experience in the industry. vi. What is Offeror's average on time delivery rate? Describe Offeror's history of meeting the shipping and delivery timelines. The HON Company is dedicated to complete and on -time delivery by offering the most reliable delivery experience in the industry. The HON Company has a strong history of meeting shipping and delivery timelines. Over the past fiscal year, we have successfully met over 96% of scheduled customer delivery dates. This calculation is measured to the "minute" with no grace period. vii. Describe Offeror's return and restocking policy. HON's dealer network works closely with customers to ensure product needs are need to return is minimal. In the event a return is being considered, the dealeclearly identified and that the product selections meet these needs. Therefore, the assist the customer in this process. r will Most HON products are made -to -order so restocking is not usually viable. Returns for made -to -order products, if approved, that are not a result of damage, order entry error, etc., may be subject to a return fee of up to 45% of the invoiced amount plus the cost of return freight. Upon receipt of necessary information regarding the return, HON will issue a return authorization to the customer outlining items to be returned and where the items should be shipped, All returns must be made within 30 days after the return authorization is issued. Merchandise must be returned in the original shipping cartons with proper inner packing and is subject to inspection before acceptance. Once the item has been accepted, a credit is issued immediately to the customer. HON products are backed by the industry -leading HON Full Lifetime Warranty. In the unlikely event that any HON product or component covered by the HO RFP Page 18 N Full use as a Lifetime Warranty should fail under normal workplace that can't result be of fd f cti th tive material or workmanship, HON will replace any product comparable product, or refund the purchase price. The complete terms of the warranty are available at hon.com/warranty and printed versions are included at the end of this section of our proposal. viii. Describe Offeror's ability to meet service and warranty needs. In the event of a warranty issue, the process begins with the local Dealer and HON Customer Service using the Quick Claim Tool available on the HON Ready Portal. The dealer will enter the required information into the Quick Claim Tool which creates a work order for the warranty issue at hand. Once this work order is approved, HON Customer Service will work with the manufacturing and other necessary teams to quickly find a resolution to the issue. After reviewing the information, a decision will be made to resolve the issue by sending replacement parts or full replacement of the product. HON Customer Service will notify the dealer of the resolution plan and any additional information (including order numbers) will be provided to the dealer. ix. Describe Offeror's customer service/problem resolution process. Include hours of operation, number of services, etc. The HON Company understands that our government, public sector, and non-profit customers often have their odedicatedue set of Government e1Customerr Support team ds. To better serve these customers, we have a Our dedicated Government Customer Support team is located at HON headquarters in Muscatine, Iowa. The hours of operation are 8 a.m. — 5 p.m. CST, Monday -Friday. The team is available at (800) 466-8694 or a -mail HONGSATeam@honcompany.com. Our general customer service line is also n, access to available from 7 a.m. -- fi P.M. flMonday4/7 online at ho camugh Friday sT. In additio or the HON Ready Portal key information is also accessible for our trade partners to be able to assist our customers after hours. If there is an urgent issue orency outside of business hours, a HON eaor an augthor'z d ONINIA Partner dealer is available Business Development Manag to address your needs. In the event that you are unsatisfied with the performance of a product, a HON member, or a member of the Authorized dealer's staff, we ask that you promptly report your concern to the SON Governmentmembers are t esponsi eomer pa d empowered ort Team. This dedicated team of Customer pp resolving most issues on the first call. The next level of contact is Lindsey Schuelke, Director of Public Sales, or Mike Ghelfi, Region Vice President. Our Vice President & General Manager for Sales & Service is Ric Andersen. If you have a concern Lindsey, Mike or Ric would be pleased to ensure the issue sswore dto Your Bullsatisfaction, Final decision -making authority rests with our president, RFP Page 19 Contact Information: Lindsey Schuelke, Director of Public Sector Sales Direct Line: (563) 272-8915 Email, schuelkel@honcompany.com Mike Gheffi, Region Vice President, West Direct Line: (925) 989-6503 Email: ghelfi@honcompany.com Ric Andersen, Vice President and General Manager, Sales and Service Phone: (563) 506-4554 Email: andersenr@honcompany.com In addition to above, The HON Company has dedicated numerous resources to OMN1A Partners to manage your contract efficiently and effectively. Some of these resources include 4 Regional Vice Presidents, 63 Business Development Managers/Associates, 26 Sales Account Associates, 3 Solutions Account Managers, 5 Government Customer Support Representatives, 1 Government Customer Support Manager, 1 Dedicated Marketing Team Member and Authorized Dealers nationwide. X. Describe Offeror's invoicing process. Include payment terms and acceptable methods of payments. Offerors shall describe any associated fees pertaining to credit cardslp-cards. The HON Company continues to invest in systems which allow us to provide world class capabilities to our dealers and our customers. In 2018 we invested millions of dollars to ensure we were the industry leader for digital capabilities and underwent an eight -year intensive preparation cycle to adapt these principles with Oracle. Through Oracle, we can connect our systems directly with all major dealer operating systems, allowing a seamless order flow. Eligible customers can submit their orders directly to HON, or our preferred method is through our authorized dealers. Dealers will review customers' orders to ensure accurate pricing and product information is reflected prior to order. Dealers can place an order directly through our HON Ready Portal, via email or EDI. Our HON Ready Portal is available to our dealers 24 hours a day, 7 days a week. The HON Company has a fully integrated order entry platform which allows HON to receive and enter purchase orders directly from the participating entity. RFP Page 20 The order execution process is automatic and allows us to acknowledge the order for a ship date with integrated technology in the first 24 hours of receipt. A Delivery Appointment Notification will be sent via email for the authorized dealer or customer a nowled delivery dealers orails with HON's custmers can accesTraffic the HON Ready Portal €ororder is real time acknowledged, dea order status updates. Invoices are created and released at the time of order shipment with payment terms of nek 30 days. Agencies and Dealers both have the capability to monitor and pay invoices within HON's Oracle system. The agency or dealer being invoiced will be able to review and print invoices, monitor due dates, process ACH payments, and dispute amounts all in one simple and functional online platform. In addition, a dedicated Credit Analyst is available to assist with any issues or questions the agency or authorized dealer may have about Oracle or invoices. Payments can be made to The HON Company via Check, Credit Card, EFT, ACH, or Wire Transfer. Details for each payment option are outlined below. Payments by check for The HON Company should be sent to: The HON Company PO Box 404422 Atlanta, GA 30384-4422 Payments via EFTIACH should be directed to the following bank information: Depository Financial Institution: Bank of America Routing Number: 111000012 Account Number: 37562-76567 Account Name: The HON Company Payments by Wire Transfer should be sent with the following bank information: Routing Number: 026009593 Account Number: 37562-76567 Account Name: The HON Company For payments by Credit Card, please contact our HON Government Customer Support Team at 800-466-8694. We accept all major credit cards except for Discover. At this time, we do not have any surcharge fees associated with credit card payments. If changes in economic factors should cause the need for an additional fee, we will request that approval from Region 4 ESC prior to implementation. A, Describe Offeror's contract implementation/customer transition plan. Within 30 days of the award, The HON Company will: o Partner with OMNIA Partners to create and launch a co -branded press release announcing the new contract award. o Announce the award of the contract through any and all social channels, as well as company website Design, publish, and distribute co -branded marketing materials Publish and maintain a dedicated OMNIA Partners Internet -based web Page homepage on our website which may include: OMNIA Partners standard logo, copy of original Request for Proposal, copy of contract and amendments between Principal Procurement Agency and HON, summary of products and RFP Page 21 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 pricing, marketing materials, and an electronic link to OMNIA Partners' website including the online registration page, as well as a dedicated toll free number and email address for OMNIA Partners questions and concerns. Within 60 days of the award, The HON Company will: o Commit and schedule attendance and participation in national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and company -specific trade shows, conferences and meetings throughout the term of the Master Agreement. o Commit and schedule attendance with and exhibit at the NIGP Annual Forum in an area reserved by OMNIA Partners for partner suppliers. Booth space will be purchased and staffed by Company. In addition, Company commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners. o Design and publish advertising pieces in national and regional trade publications o Meet with each authorized dealer within the first 60 days of the award date to establish a written sales execution plan that will maximize potential sales efforts with the OMNIA Partners contract. The business plan will include, but is not limited to: Annual sales volume commitment for the OMNIA Partners contract, Organization commitment outlining the number of sales representatives the dealership will have accountable fortheir OMNIA Partners sales goal, identify target OMNIA Partners for business development planning, commitments outlining specific marketing initiatives that each dealership will commit to use in order to engage OMNIA Partners, including: e-mail campaigns, special events (open houses, showroom events, customer appreciation events, etc.), OMNIA Partners catalog distribution plans, and product presentations. Within 90 days of the award, The HON Company will: o Initiate and continue to publish, market, and promote material such as case studies, collateral pieces, presentations and promotions to all members o Conduct on -going OMNIA Partners contract training with the dealer sales force, this training will continue throughout the life of the contract: • Discuss authorized users of the contract, pricing and service requirements, etc. • Identify and schedule appointments with key OMNIA Partners to inform them about HON's products and pricing on the OMNIA Partners contract • Understand how we can help them meet or exceed their purchasing requirements • Schedule OMNIA Partners joint marketing events with HON Dealers and OMNIA Partners. Encourage our HON dealers to join and participate in professional associations and organizations that include OMNIA Partners and volunteer to speak at various organizations that have an interest in HON product, services and solutions. RFP Page 22 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 xii. Describe the financial condition of Offeror. The HON Company is a wholly owned subsidiary of HNI Corporation and is our policy not to disclose financial information by brand. HNI Corporation is publicly traded on the New York Stock Exchange (NYSE: HNI) under the symbol HNI. HNI Corporation has a financial rating of 5A1 with Dun & Bradstreet, which is the best available rating. HNI Corporation had the following revenues for the past 3 years. 2016 $2,203,489,000 2017 $2,175,882,000 2018 $2,257,895,000 In fiscal 2018, the Corporation had net sales of $2.2 billion, of which $1.7 billion or seventy-six percent was attributable to office furniture products. xiii. Provide a website link in order to review website ease of use, availability, and capabilities related to ordering, returns and reporting. Describe the website's capabilities and functionality. https://www.hon.com/markeUgovernmentlomnia-partners This website provides access to the most current price list, discount matrix, and contract requirements to assist agencies in finding information quickly and is accessible without a login or password. To better serve our OMNIA Partner customers, we've also created a printed and digital catalog that highlights products that work for our government, public sector and non-profit customers. The online catalog is available in a flip -book technology that allows users to search for keywords, crop any pages or images, save as a PDF or e-mail specific sections to a colleague or customer. 9BMRaltUr51 Public Sector OMNFA Paftnm, Public Sector Introduction Brochure LMaLS htes.4Y_C"t9 QMW_Ap�-cr_s_.Nbhr_ Sp= How To Order Information OM. NIAP-a �. ,�r� s OMNIA Partners, Public Sector Cetaloa 2at3Oe!s�i�elJr.�c± R�1NIA Eat �li��e�at Sell Sheet 0MN1A Partners, Public SectQ Contact and Orde6ng Education Partnership Overview OMNIA Partners. Public_SWw Vendor Highfr_O_u_cation Brochure The HON Company 200 Oak St AMNIA Partners` Public Seutar ----- Muscatine, IA 52761-4313 ---1 B ochu a P: 800-466-8694 RFP Page 23 For more complex furniture needs and questions, our public facing website facilitates direct access to our local dealer partners, who can then work with the buyer on a customized office solution. At hon.com, agencies can access information regarding HON products, obtain inspirational ideas to outfit a space, utilize our Chair Chooser to design a customized office chair based upon HON's assortment and available options, find information about our warranty and learn about our organization. In addition, at hon.com customers can contact Las directly for questions related to ordering, returns or other product/service related questions. The HON Company creates best -in -class leading marketing materials including our full -line catalog that showcases our extensive line of furniture solutions. Along with a printed version, there is also a digital catalog available at hon.com that provides an easy -to -use format for users to view the catalog online. xiv. Describe the Offeror's safety record. Safety is a member responsibility from day one, Upon hiring, each new member must complete safety training and then continue to achieve certification annually. Before starting operations at new, modified, or existing workplaces, we apply our Safe Workplace Design process and assessment to eliminate and safeguard against risks and hazards. in tandem, our Job Safety Analysis process assesses all the task requirements of a job. When an incident or near miss does happen, we investigate immediately to identify the cause and assign responsibility for corrective action. Through our Safety Appeal Process, members provide feedback and report concerns, including the option to report anonymously via our Safety Kiosks. Within five minutes of receiving a report, we contact members (who provide their names) to start corrective action. We have significantly decreased the severity of incidents with a "report small, report early„ rnindset. Safety Performance HNI rnernuers consislentfy work safer than the industry average. With our Insistence that members report all concerns, including st ra irdspra in dtseorntort ❑ur Restricted Duty Incident Rate Is higher than the industry average but has resulted in a significantly lower Recordable Lost Time Incident Rate, OSHA Recordable Incident Rate OSHA Restricted Duty Incident Rate OSHA Recordable 2.38 HNI 1.96 HNI Lost Time Incident Rate 0.38 HNI 5.1 U.S. BLS Industry Average 1.41 U.S. BLS Industry Average 1.6 U.S. BLS Industry Average Per 100 workers per year • Data as of Sept. 30, 2018 xv. Provide any additional information relevant to this section. RFP Page 24 c) Qualification and Experience i. Provide a brief history of the Offeror, including year it was established and corporate office location. Guided by timeless values, a culture of membership, and a commitment to service, The HON Company is a leading designer and manufacturer of workplace furniture for the government, public sector, and nun -profits. The HON Company began when founder, C. Maxwell Stanley, foresaw a post-war housing boom at the end of WWII. He had the idea to stark a manufacturing company that would put returning GI's to work. With the help of his brother-in-law; Clement T, Hanson began making steel kitchen cabinets under the business called "Home-O-Nize". Home-O-Nize incorporated in 1944. Fallowing a severe steel shortage after the war, the Home-O-Nize focus shifted from the home market to the contract business. The company survived the steel shortage by designing products that could be made from left over scrap metal. Because the name Home-O-Nize no longer fit the company's business focus, we began using the acronym H-O-N which later became HON. We officially became HON Industries in the 1960's. After a few decades of steady growth through profitable acquisitions, our shareholders approved a change from HON Industries to HNI Corporation, Both HNI Corporation and The HON Company are headquartered in Muscatine, Iowa. The HON Company also has manufacturing facilities strategically located throughout the United States and markets our products through a nationwide network of loyal distribution partners. Today, HNI Corporation manages multiple office furniture brands- including HON, the largest operating company under HNI. HON has a wide breadth of education and workplace furniture including seating, storage, workstations, tables and casegoods. The 70-year success of HON and HNI has grown the corporation to over $2 billion in annual sales and to become a leader in the office furniture industry. HON Company has been an since vendor through the OMNIA Partner Contract and lead agency Region 4 ES 2010. ii. Describe Offeror's reputation in the marketplace. The HON Company is a trusted leader and the most recognized name in the office furniture industry. Our name is synonymous with quality, reliability and value. The power of HON is built from trusted relationships, solutions, performance and culture. Trusted Relationships I Commitment to our Partners Our partners tell us we are approachable and responsive - that is our report card. a d We've earned not only the respect of our partners, customers, suppliers, ion community but also the recognition of several business and industry p numerous design publications, manufacturing and distribution awards. Trusted Solutions I Inspired Practicality We build and distribute the broadest product line in office furniture. At the same time, we enjoy functional and effective. We think practicality is exciting when it's done well. We're inspired by what works and our products reflect a keen understanding of the RFP Page 25 workplace. This is why product innovations for The HON Company are strongly focused on responding to the needs of our customers. With this in mind, we created a program to ensure our products were responding directly to those needs. We call it Voice of the Customer. Voice of the Customer is an approach to those who use our furniture for their everyday needs and I steningred to them. rThe process includes interviewing end customers and designers to understand how they are using our furniture, what their needs are and how we can better meet them. With this information, HON has been able to create products that truly have the end customer in mind. Trusted Performance I Proven Capabilities At HON, we understand that having great products isn't enough. That's why we hold our service capabilities to such a high standard. We have a team in place to listen and understand our government end users' specifications and create the very best solution for them to be successful in their procurement processes. This team is empowered to serve and understands the value of great customer service. Our manufacturing production, distribution, and logistics network provides the products people want, delivered when they want them We strive for flawless execution and have the capacity to support hundreds of truckloads daily, seven days a week, shipped nationally and internationally. We have experience in coordinating all types of projects from major projects as well as delivering a single piece of Furniture. Trusted Culture I Innovation For more than half a century, our core values of honesty, integrity, fairness and respect have been foundational to our enduring relationships. Our culture of continuous improvement drives us to reinvent all aspects of our business. Every HON member (employee) takes personal ownership in their contribution because they are all member -owners of the company. The HON Company has a strong commitment to continuous improvement and innovation. When our founders launched the new company in 1944, they devised an innovative product line out of material that others may have considered scrap, Their philosophy ' was formalized in 1992 when we introduced Rapid Continuous Improvement (RCI), which empowers members to adapt more efficient processes and to eliminate waste. RCI has contributed to HON's ability to increase productivity, improve product quality and enhance workplace safety. Describe Offeror's reputation of products and services in the marketplace. Inspired by practicality and invested in understanding the needs of our customers, The HON Company strives to establish meaningful connections resulting in product solutions and customer support that exceed market demands. As a leading designer and manufacturer of workplace furniture including chairs, classroom, desks, storage, tables, and workstations, our commitment to serving customers is rooted in reliable performance and a member culture that is approachable, confident, smart, and ready to serve. Below is an overview of our full line of products and services offered by HON and our dealer partners: Office Chairs The HON Company's compelling seating assortment boasts 20 unique product collections tailored for different applications and customer needs - conference, RFP Page 26 e use, obby, lounge, ift ic executive, guest, individual, intensi studentf ask, to cherrrtelam,htrain training agndpwolrk space, specialty, stacking, stools, res there is a solution to meet every workplace chairs. This extensive selection ensu seating need. Collaborative Seating ortin and harnessing the collaborative The HON Company is committed to supp 9 chaos that happens throughout the day. This includes the following lounge, abo motive es of seating solutions: multi -purpose, guest, nesting, stockingcasual work, power ready, on trend, stools, teaming and training. HON's ready to support collaboration no matter where the space. Classroom Our dedication to understanding 2leade n thest century leduca on market. By continearning environments uing to The HON Company as an industry listen to educators, we are able to respond products to support both students'and educators' neith the eds nin t hey he classroom need. We have furniture is able to support both collaborative learning and formal learning while fitting the needs of evolving technology. Desks More than a work surface, well -designed edesks provide HON flffei functional thana10tdesk center of any working or classroom collections and can adapt to any work style or configuration — private or open, individual or teaming. Product styles include traditional, executive, lobby, lounge, managerial, collaborative, light -scale, sos to caeate the perfectkayoCesk ut for ahollections y space. also include coordinating storage€ution Storage overnment, non-profit The right mix of shared and personal storage can keep any 9filing or public sector customer better organized. HON offers 9 storage and collections with durable solutions that integrate effortlessly with desks, height adjustable solutions and reds t Products �nclude book aile meeting lses, f e-res scant l of your active, anticipated, and archival storage files, lateral files, pedestals, storage cabinets, towers and vertical files. Tables uires the b Every workplace reqasic functionality of a table. The HON Company goes shapes_ beyond basic with 15 table collections that provide an array of sizes, Ses include finishes, and technology integration options for any setti'� .ng tyloccasional, adjustable -height training, coffee, conference, end, lobby, training, and utility. Workstations Panel -based office solutions maximize space in shared work environments. flex ble HON offers 4 workstation collections that are easy to specify and install, provide configuration options, and integrate seamlessly with other NON products. HON products are also backed HONthe adct ocomp dry-leadio e t� veredby he HON Full HON Lifetime In the unlikely event that any p Lifetime Warranty should fail under normal workplace use as a that can't sul of defecti to material or workmanship. HON will replace any p roduct ired comparable product, or refund the purchase price. The complete terms of the warranty are available at ho .co Page 2n Y DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 iv. Describe the experience and qualification of key employees. Executive Support Ric Andersen - Vice President and General Manager, Sales and Service Email: andersenr@honcompany.com Phone: (563) 506-4554 As a Vice President and General Manager, Sales and Service, Ric directs all nationwide commercial contract business for The HON Company, an Operating company within the HNI Corporation. As the world's largest mid -market commercial office furniture manufacturer, The HON Company designs, manufactures and distributes quality, practical products with an inspired design, while providing channel partners with unparalleled sales and marketing support. He leads this team in developing and delivering profitable sales and marketing strategies to independent, wholesale, and national supplies dealers located throughout the U.S. In addition, he participates in top -to -top senior leadership meetings at the HON and OMNIA Partners level to ensure cooperative relationships. He collaborates with C- level executives of the largest dealer partners - including Fortune 500 corporations - and oversees all channel development, sales, marketing, product strategy, and P&L for The HON Company. Ric has held executive sales leadership roles within The HON Company's parent and sister companies; led national, international, and multinational teams in B213 and 62C environments. He holds a degree in Advanced Executive Education from the University of Chicago's School of Business and the Thunderbird School of Global Management; MBA and BA from the University of Iowa. Ric is also a veteran of the U.S. Army. Marketing Michelle Mathis — Marketing Specialist Email: mathismi@honcompany.com Phone: (563) 299-0919 Michelle Mathis graduated from Iowa State University with a Bachelor of Science in Marketing. Michelle's current role is Marketing Specialist, Vertical Markets. Specifically, to OMNIA Partners, Michelle is responsible to work with internal members OMNIA Partner's marketing team to develop and execute on marketing campaigns which but are not limited to the following: emails, flyers, brochures, animations and co -branded collateral. Michelle works to ensure HON and OMNIA Partner's sales team have the necessary resources to successfully sell the contract and its benefits. Sales Lindsey Schuelke — Director of Public Sector Sales Email: schuelkel@honcompany.com Phone: (563) 299-8915 Lindsey Schuelke graduated from St. Ambrose University with a degree in Public Relations and Marketing Communications. Lindsey started with The HON Company in the Customer Support department over seven years ago where she learned the ground roots of the organization. From there, she has been in many Project Management and Sales roles. As the Director of Public Sector Sales, she is responsible for managing the contract portfolio of HON held contracts. Upon award of the contract, Lindsey works cross functionally with various departments in the organization to ensure the contract sees sales growth. A few of the teams involved RFP Page 28 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 in contract support that Lindsey will work with to ensure appropriate resources are provided are: Training, Marketing, Internal and External Sales, Contract Compliance and Dealer Partner relationships. OMNIA Partners, Public Sector relationship is a critical part of her portfolio. Sales Support Nicholas Austin — Government Solutions Specialist Email: HONGSACS@honcompany.com Phone: (800) 466-8694 Nicholas helps identify win -win solutions to customer concerns, administer government contract terms, coordinate warranty requests, provide technical assistance of products, facilitate order changes, advise on terms and conditions, serve as subject matter expert for the team, and supply tracking and delivery information. In addition to Nicholas, the Government Customer Service Team consists of the following teams: Government Solutions Team Managers - Oversee government and order entry teams, assure high level of e-mail/call quality to ensure positive customer experience, execute philosophy of being easy to do business with (ETDBW), identify and implement strategic initiatives department -wide, assist in providing solutions to escalated concerns, and maintain government knowledge and relations. Government Solutions Specialists - Identify win -win solutions to customer concerns, administer government contract terms, coordinate warranty requests, provide technical assistance of products, facilitate order changes, advise on terms and conditions, serve as Subject Matter Experts for department, and supply tracking and delivery information. • Government Project Coordinators - Manage government project orders by facilitating truckloads, delivery, and shipment methods, serves as one point of contact throughout entire ordering process from Order Entry through Punch list, support specialty government processes to ensure successful project completion. Government Order Entry Members - Enter government orders, administer government contract terms, maintain supportive government documentation, promote accurate pricing, clean orders, and in the event an incomplete order they are responsible for managing bad lines by working with the Agencies or Dealer to resolve. Financial Reporting Jeff Cunningham — Financial Analyst Email: Cunninghamj@hnicorp.com Phone: (563) 272-4405 Jeff Cunningham has been a member of The HON Company, a leading office furniture manufacturer, for eight years and is responsible for company wide sales reporting and systems management. Prior to his current role, Jeff has held the position of Risk Analyst at HNI Corporation. RFP Page 29 Accounts Payable Jennifer Curry —Accountant, Accounts Payable Email: generalledger@hnicorp.com Phone; (866) 514-5882 Option 1 Jennifer and the Accounts payable team will be responsible for the admin fee reporting and payment. Contracts Melissa Lincoln — Public Sector Contract Manager Email: contra ctmanager(�_)honcompany.com Phone: (563) 506-9541 Melissa Lincoln has been a member of HNI for nine years serving in several roles focused on customer and sales support, contract management and finance. As Contract Manager, Melissa will oversee the compliance and administrative requirements of the OMNIA Partners contract. Prior to this role, Melissa has held various positions including Financial Analyst, Proposal Coordinator, and Contract & Sales Administrator. V. Describe Offeror's experience working with the government sector. The HON Company is a leading designer and manufacturer of workplace and Classroom Furniture for the government, public sector and non -profits. Since 1982, HON has been a leading federal contractor of office furniture. We have an experienced and dedicated cross -functional Government team that includes sales, service, marketing, finance, technology, and contract management. We are member owners and are empowered to serve, which means our government customers receive professional, dedicated and expert service that is customized to meet their needs. Our dedicated Government Customer Support team has a solid foundation of government order knowledge and is available to both our Government end customers and dealers. Customer Support Project Coordinators are assigned to larger orders to assist our dealer partners throughout the life of a project. Our nationwide network of dealers works directly with The HON Company and our end customers to manage an order from time of quote until delivery, inspection and acceptance. Our commitment and our dealers' commitment do not end when a project has delivered. We are available throughout the life of the product to assist in the unlikely event replacement parts are needed or warranty issues arise. vi. Describe past litigation, bankruptcy, reorganization, state investigations of entity or current officers and directors. The HON Company is a wholly owned subsidiary of the HNI Corporation which is a fortune 1,000 company. The Corporation is involved in various kinds of disputes and legal proceedings that have arisen in the ordinary course of its business, including pending litigation, environmental remediation, taxes and other claims. It is the Corporation's opinion, after consultation with legal counsel, that liabilities, if any, RFP Page 30 resulting from these matters are not expected to have a material adverse effect on the Corporation's financial condition, lthough such matters could have a nr ual operating results and cash flowsawhen terial effect on the Corporation's quarte y ora resolved in a future period. vii. Provide a minimum of 10 customer references relating to the products and services within this RFP. Include entity name, contact title, annualcontact volumphone and email, city, state, years serviced, description of services and ■ Cuesta Community College I San Luis Obispo, CA Sarah Maloney, Bond Manager 1 (805) 305-4556 Multi -year relationship with multiple projects We have a long-standing relationship with Cuesta College since 2005. WeahS`eS ve worked on several projects that include all types of furniture: Systems, , Storage, Freestanding Furniture and Seating. In conjunction with the local dealer, we have provided on time delivery, project manager and installation dates meeting customer expectations. Conservatively speaking, the four colleges connected to Cuesta have spent in excess of $7M (net) on HON furniture through various projects. Currently, there have been no issues or problems to resolve. ■ University of California I Irvine, CA Anita Mathias I Senior Buyer 1 (949) 824-7018 1 E: amathial uci.edu School Facilities Room 301 and 302 Project planning began in February 2019 with order placement in March 2019. Project scope was over $110,000 and encompassed the redesign of the area with new workstations and additional areas for collaboration. Products used on the project included: Voi Desking, Accelerate Workstations, Ignition Seating and Flock Seating. This project was delivered and installed with no issues. ■ Health Equity I Draper, UT Philip Dunn I Facilities Manager 1 (801) 979-2960 Corporate Headquarters Health Equity has been working with The HON Company for their furniture needs for their Headquarter location in Draper, Utah since 2015 when they had 550 employees in Utah alone. Over the past four years, The HON Company has helped Health Equity scale to an additional 430 employees in Utah bringing their total to 980 employees. Their HQ expansion was 50,000 square feet and in the past two years, they have acquired and hired for another 25,000 square feet. The HON Company provides office furniture for all major categories including systems, desking, seating, storage and tables. HealthEquity services more than 1.5 million health savings accounts for 70 health plan partners and employees at approximately 27,000 companies across the United States. • County of York 1 County of York Pennsylvania Scott Cassei I Facilities Manager 1 (717) 771-4388 1 E: scassel ayorkccd.org Multiple County and City Projects The HON Company has been a standard for the County of York for the past 18 years servicing nine of their county buildings for all furniture needs. County of York services 440,000 people and is known for their big city amenities, with small town charm. The HON Company has provided workstations, freestanding RFP Page 31 furniture, seating, tables and storage. York County history runs deep, since 1794, and has played a large part in American heritage. York is one of the fastest growing counties in Pennsylvania. • Davis School District I Salt Lake City, UT Joan Tuttle 1 (801) 402-7805 f E: �tuttleU2 dsdmaii,net Eight Schools in Davis County School District Davis School District in Salt Lake City, Utah had a bond passed in 2015 to build or renovate eight schools in Davis County. The HON Company has provided furniture to many of these bond projects but most notable, Farmington High School in 2018 resulting in $2.5 million award providing students with furniture that meets the needs of 21 st century learning. Davis School District has 59 elementary schools, 17 junior high schools and 8 high schools. Soledad Unified School District I Soledad, Cal 93960 Tim Vanoli j Superintendent f (831) 678-3987 1 E: tvanoli soledad.kl2,ca.us Main Street Middle School 1441 Main Street HON's local authorized dealer, Palace furnished the entire school from the ground up and completed the project on time on OMNIA Partners, Public Sector Region 4 Contract. Palace has been servicing this customer for over 15 years. The Main Street Middle School project was the largest HON project completed at this school district. As a result of the successful completion of this project, HON is the new standard for all future schools in this district. Nelson County Board of Education I Bardstown, KY Wes Bradley I Superintendent 1 (502) 349-7000 ext. 2326 E: wes.bradle nelson.k schools.us Nelson County Board of Education has been purchasing HON products for over 20 years with an annual sales volume of approximately $172,450. HON has provided furniture, design, and installation services for Nelson County High School, County Board Office, New Haven School, School, The Academy, & Thomas Nelson High School Foster Heights Elementary Reese Career Tech Center I Missouri City, TX Kelly R. Kelly, CTSBO j (832) 221-2196 J E: kell .kell fortbendisd.com Fort Bend Independent School District 12323 Texas Parkway Our local authorized dealer, Carroll's Office Furniture has provided HON furniture to the district for over 4 years with sales volume of $250,000. School District of Springfield R-12 I Springfield, MO Michelle Bentley I Purchasing Specialist 1 (417) 523-0071 E: mbentle s smail.or From late 2018 through early 2019, HON and its local authorized dealer partner completed the updating of 5 High School training rooms for a total sales volume of $399,717.00. In addition to these completed projects, HON has been selected as the ongoing standards package for Springfield Public Schools (SPS) with standardized pricing through a Blanket Purchasing Agreement (SPA) that uses the OMN1A Partners contract as the pricing framework, RFP Page 32 services provided by HON and our local authorized dealer partner include: product solutioning and consultation pecif catect that ion within Gs beyond R a standards package, space measurement and planning, and now CET software, management of shipments and coordination on delivery and receipt into dealer varehouse unless isual evaluation for beter�newernt is Upotentll kally lower cost product updates and costeetings with alternatives available on BP of bond monuct ey following lowing April bond evote, purchasing and/or relevant managers and rapid punch response via Dealer Partner and HON Customer support team. Prince Edwards Social Services I Farmville, Virginia Wade Bartlett I County Administrator 1 (434) 547-8837 E:wbartlett@co.prince-edward.va.us Prince Edwards Social Services hDsannual sa eON p mectln addition,ltotthe years with approximately $197,00 quality products, they are happy with HON's lead times and are currently in the process of specifying all HON in their new courthouse in 2020. viii. Provide any additional information relevant to this section.. We are pleased to say that many ofthese��Weo're also mers text ted to share a our vastilize an OMNIA Partners IV contract to purchase HONproducts. diversity of customers in the commercial and space, healthcare ealthc education and multiple public agencies including: K-12. cities, count RFP Page 33 DocuSign Envelope ID: B65C1571-4024-49913-1318B-OD3971811E85 d) Value Add Provide any additional information related to products and services Offeror proposes to enhance and add value to the Contract. HON Integrated Design Solutions The HON Company's Integrated Design Solutions team is a group of expert design professionals who assist our dealers in creating design packages to help offer our customers the best overall solution. • Plan & Specify The IDS team assists our dealers in creating professional design packages including furniture plans using CET Designer, 3-4 line drawings and a complete bill of materials/parts lists. These provide our customers a complete overview of their furniture projects. • Audit Auditing services are also available through our IDS team to help provide you with the peace of mind, knowing that your drawings and parts lists are complete and accurate. A HON Interior Designer will verify quantities, product compatibility and structural integrity. • Value Engineering To help our customers optimize their furniture layouts with cost saving product suggestions, our IDS teams provide value engineering options and suggestions. Rendering To help our customer's visualize their furniture including fabrics and finishes, the IDS team will provide realistic renderings. These help customers see what their furniture installation will look like, even before it's ordered. Plan & specify Peoo lna Tailored Solutions The Tailor Solutions team at HON is available to assist our OMNIA Partners members if the product solution they are looking for include structural and dimensional modifications to existing standard product and requests for discontinued HON product. Some of these modifications include: • Special Laminates Special laminates include requests for laminates not available as part of HON's standard offering RFP Page 34 DocuSign Envelope ID: B65C1571-4024-499D-B186-OD3971811E85 • Dual Fabric Applications Use a dual fabric applications request when the product is to be produced with more than two fabrics (e.g., fabric on the seat is different than the fabric on the back for a chair). • Special Paints If the product solution a OMNIA Partners member is looking for includes using a competitor's paint color, the Tailored Solutions team would be able to assist with trying to accommodate this request. OMNIA Partners Dedicated Webpage To help provide OMNIA Partners members with easy access to ordering and contracting information, a dedicated OMNIA Partners webpage on hon.com was created. This dedicated page includes terms of the contract, information on how to place an order with HON, and easy access to all our HON OMNIA Partners dealers. Visit www.hon.com/market/government/omnia-partners to check out all of these tools. HON Chair Chooser Tool The HON Chair Chooser tool makes it even easier to select the right HON seating solution for you. Based off a few simple questions, the tool will help identify the best HON solution that fits your needs. The tool is available on hon.com and can be accessed through multiple channels such as web browsers, tablets, Smartphone's, iPad's and iPhones. The Chair Chooser tool also gives users the ability to download an informative PDF, email their selection, or share their chair on social media. Use the Chair Chooser as a selection tool or as a guide for yourself. The possibilities are endless. 3. Competitive Range: It may be necessary to establish a competitive range. Factors from the predetermined criteria will be used to make this determination. Responses not in the competitive range will not receive further award consideration. Region 4 ESC may determine establishing a competitive range is not necessary. 4. Past Performance: An Offeror's past performance and actions are relevant in determining whether or not the Offeror is likely to provide quality goods and services; the administrative aspects of performance; the Offeror's history of reasonable and cooperative behavior and commitment to customer satisfaction; and generally, the Offeror's businesslike concern for the interests of the customer may be taken into consideration when evaluating proposals, although not specifically mentioned in the RFP. 5. Additional Investigations: Region 4 ESC reserves the right to make such additional investigations as it deems necessary to establish the capability of any Offeror. RFP Page 35 DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 DNBi Risk Management Disclaimer: The software and information ("Services") accessed herein were developed exclusively at pri, Dun & Bradstreet, Inc., and its affiliates and subsidiaries (collectively, "D&B "), and may incl secrets, or other materials created by D&B at great effort and expense. If the Customer accessing the Services is part of the executive, legislative or judicial branches the Services contained herein are a Commercial Item as that term is defined in FAR 2.101, an Computer Software and Computer Software Documentation as those terms are defined in FA] 252.227-13. Customer's rights to use the Services are as described in the government contract signed betty Under no circumstances will the Customer accessing the Services have greater rights in the Si "Limited Rights" as that term is defined in FAR 52.227-14 (ALT H) and DFAR 252.227-701; term is defined in FAR 52.227-14 (ALT III) and DFAR 252.227-7014(f), respectively. LIVE REPORT HON COMPANY LLC, THE Trade Names: (SUBSIDIARY OF HNI CORPORATION, MUSCATINE, IA),HON COMPANY D-U-N-S 14-7 81-47 3 5 Number: Company: THE HON COMPANY LLC D&B Address Currency: Shov Added to Portfolio: Address: 200 OAK ST It 4T TC1!'1 A TTkTT T A T TC Are) ''7C 1 Endorsement: DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 Financial Stress Score National 56 Percentile D&B Viability Rating Bankruptcy Found N D&B Rating 1R3 D&B VIABILITY RATING SUMMARY Viability Score Viability Score : 3 Low Risk:l ; High Risk:9 Data Depth Indicator Data Depth Indicator : B Predictive:A ; Descriptive:G DETAILED TRADE RISK INSIGHTTM 3 months from May-19 to Jul-19 Days Beyond Terms Past 3 months: 3 Days Days Beyond Terms Past 3 months : 3 Low Risk:0 ; High Risk:120+ Moder stress. View r 1R ind Credit Portfolio Comparison Portfolio Comparison: 4 Low Risk:I ; High Risk:9 Company Profile: Dollar -weighted average of 24 payment experiences reported from 15 companies. D&B COMPANY OVERVIEW PAYDEXO TREND CHART FIRSTRAIN COMPANY NEWS NeoCon 2019: See how HON?s Fuse collection meets personal storage needs for today?s workplace FMLink Group LLC Jun 7, 2019 Google Inc. DAPC welcomes new project manager for April session The Marietta Daily Journal Blog Apr 13, 2019 Google Inc. The HON Company's Empower@ Expansion Fuels Varied Work Styles PR Newswire Feb 6, 2019 Google Inc. PUBLIC FILINGS The following data includes both open and closed filings found in D&B's database on this company. Record Type Number of Most Recent Records Filing Date Bankruptcies 0 Judgments 0 _ Liens 0 Suits 2 03/12/2018 UCCs 24 02/28/2018 The public record items contained herein may have been paid, terminated, vacated or released prior to today's date. Predictive Scores D&B VIABILITY RATING SUMMARY The D&B Viability Rating uses D&B's proprietary analytics to compare the most predictive 1 a highly reliable assessment of the probability that a company will go out of business, becorr bankruptcy/insolvency within the next 12 months. The D&B Viability Rating is made up of, Viability Score Compared to All US Businesses within the D&B Database: • Level of Risk: Low Risk • Businesses ranked 3 have a probability of becoming no longer viable: 3 % ■ Percentage of businesses ranked 3: 15 • Across all US businesses, the average probability of becoming no longer viable: 14 % Data Depth Indicator Data Depth Indicator: Rich Firmographics Extensive Commercial Trading Activity Basic Financial Attributes Greater data depth can increase the precision of the D&B Viability Rating assessment. To help improve the current data depth of this company, you can ask D&B to make a personalized request to this Portfolio Comparison Compared to All US Bu MODEL SEGMENT: • Model Segment: Estax ■ Level of Risk: Low Ris • Businesses ranked 4 wi probability of becoming ■ Percentage of businessc segment: 11 % • Within this model segn becoming no longer vie Company Profile: Company Profile Detail • Financial Data: • Trade Payments: ■ Company Size: • Years in Business: Subsidiary DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 The software and information ("Services") accessed herein were developed exclusively at pi to Dun & Bradstreet, Inc., and its affiliates and subsidiaries (collectively, "D&B "), and may secrets, or other materials created by D&B at great effort and expense. If the Customer accessing the Services is part of the executive, legislative or judicial branch Government, the Services contained herein are a Commercial Item as that term is defined in Technical Data, Computer Software and Computer Software Documentation as those terms and DFAR 252.227-13. Customer's rights to use the Services are as described in the government contract signed bet Under no circumstances will the Customer accessing the Services have greater rights in the "Limited Rights" as that term is defined in FAR 52.227-14 (ALT II) and DFAR 252.227-70 that term is defined in FAR 52.227-14 (ALT III) and DFAR 252.227-7014(f), respectively. ©Dun & Bradstreet, Inc. 2005-2019. All rights reserved DocuSign Envelope ID: B65C1571-4024-49913-1318B-OD3971811E85 DNBi Risk Management Disclaimer: The software and information ("Services") accessed herein were developed exclusively at priva Dun & Bradstreet, Inc., and its affiliates and subsidiaries (collectively, "D&B "), and may includ or other materials created by D&B at great effort and expense. If the Customer accessing the Services is part of the executive, legislative or judicial branches c Services contained herein are a Commercial Item as that term is defined in FAR 2.101, and are c Computer Software and Computer Software Documentation as those terms are defined in FAR 13. Customer's rights to use the Services are as described in the government contract signed betwec Under no circumstances will the Customer accessing the Services have greater rights in the Ser "Limited Rights" as that term is defined in FAR 52.227-14 (ALT II) and DFAR 252.227-7013(� term is defined in FAR 52.227-14 (ALT III) and DFAR 252.227-7014(f), respectively. ACCOUNT HNI CORPORATION No trade names for this company. HEADQUARTERS D-U-N-S 00-526-9709 Number: Company: HNI CORPORATION Account 80666 Number D &B Address Account Address Currency: Sho Assi Address: 600 E 2ND ST Address: FURNITURE & FIXTURES- Status: No Action Recommended There is no active decisions currently. View Previous 10 Credit Term SCORE BAR PAYDEX® Commercial Credit Score Percentile Financial Stress Score National Percentile D&B Viability Rating Bankruptcy Found D&B Rating LATEST AGING (05/23/2016) Aging Gmph cannot be cr=cd 76 86 T 65 T N 5A3 Paying Low R delinq- Moder stress. View l 5A ind Credit PAYDEXO TREND CHART D&B VIABILITY RATING SUMMARY Viability Score Viability Score : 1 Low Risk:I ;High Risk:9 Data Depth Indicator Data Depth Indicator : A Predictive:A ; Descriptive:G CURRENT CREDIT TERMS Previous Credit Limit(USD) Not Available Actual Payment Terms Not Set Actual Early Payment Not Set Discount Actual Term Status Not Set Total Outstanding Not Set Credit Limit Remaining Credit Limit Utilization Unable to Calculate Credit Limit Portfolio Comparison Portfolio Comparison: 5 Low Risk:I ;High Risk:9 Company Profile: Financial Data Available Trade Payments Available (3+Trade) Y mmunks) exist Chief Executive Age (Yes JEFFREY D LORENGER, PRES-CEO 75 years Employees 9600 (65 Here) Mailing Address PO BOX 1109 Muscatine ,IA 52761 Revenue 2257895000 History Status Net Wor CLEAR 5632590 Financing Financia SECURED FAIR Stock Symbol SIC HNI 2521,25 Line of business Wood office, desks, chairs furniture; partitions for floor attachment; room heaters (stoves, wood, & coal burning); NAICS and hardware 337211 STOCK PERFORMANCE HNI 34.89 0.19 + (o.sz%) Previous Close: Volume: 34.71 64,782.00 Daily High: Daily Low: 35 34.59 52-Week High: 52-Week Low: 44.8 32.8 llt. \ 1 4vit YlJx uL %J 11 -L" IF"A %` Fiscal Year 2019 Business 'Wire, Inc. Jul 25, 2019 Google Inc. a HNI Corporation: Presents Q2 2019 HNI Corporation Earnings Presentation The Wall Street Transcript Jul 24, 2019 Goode Inc. HNI Corp Q2 adjusted earnings Miss Estimates RTTNews Jul 24, 2019 Google Inc. HNI (HNI) Scheduled to Post Earnings on Wednesday MR Modern Readers Jul 23, 2019 Google Inc. Allsteel furniture hit with third gender wage discrimination lawsuit CWB Jul 19, 2019 Google Inc. John Graham - Ad from 2019-07-17 The Muscatine Journal Jul 17, 2019 Google Inc. HNI Corporation Elects New Director Business wire Jul 12, 2019 Goode Inc. HNI (NYSE:HNI) Upgraded by Zacks Investment Research to ?Hold? Tech Know Bits Jul 12, 2019 Googl- Inc. $552.15 Million in SalesExpectedforHNICoJul 1:rp1. 2019 (NYSE:HNI) This Quarter Modern Google Inc. ADNET ADVERTISING -Ad from 2019-07-10 The Muscatine Journal Jul 10, 2019 Goode Inc. HNI Corporation Second Quarter Fiscal 2019 Results Conference Call Business Wire Jul 9, 2019 Google Inc. HNI Corp (NYSE:HNI) Expected to Post Earnings of $0.41 Per Share MR Modern Readers Jul 9, 2019 Google Inc. Great West Life Assurance Co. Can Acquires 1,456 2019 Shares of HNI Corp (NYSE:HNI) Tech Know Bits Jul Google Inc. ADNET ADVERTISING - Ad from 2019-07-05 Quad - City Times Jul 5, 2019 Google Inc. HNI (NYSE:HNI) Upgraded by Zacks Investment Research to Hold MR Modern Readers Jun 27, 2019 Google Inc. Connor Clark &. Lunn Investment Management Ltd. ^ T'_:-- T1 :F: _.. TTATT f-1- Google Inc. 1..... 17 Analysts Expect HNI Corp (NYSE:HNI) to Post $0.41 EPS The Olympia Report Jun 11, 2019 Goole Inc. NeoCon 2019: See how HON?s Fuse collection meets Personal storage needs for today?s workplace FMLink Group LLC. Jun 7, 2019 Google Inc. HNI (HNI) Stock Rating Upgraded by Zacks Investment Research MR Modern Readers Jun 6, 2019 Google Inc. ADNET ADVERTISING - Ad from 2019-06-05 The Muscatine Journal Jun S, 2019 Google Inc. Connor Clark & Lunn Investment Management Ltd. Sells 7,825 Shares of HNI Corp (HNI) Tech Know Bits Jun 4, 2019 Google Inc, Zurcher Kantonalbank Zurich Cantonalbank Has $92,000 Position in HNI Corp (HNI) Tech Know Bits Jun 2, 2019 Google .Inc. HNI Corp (NY SE:HNI) Raises Dividend to $0.31 Per Share Tech Know Bits May 30, 2019 Google Inc. HNI (HNI) Upgraded to Hold at Zacks Investment Research MR Modern Readers May 27, 2019 Google Inc. Zurcher Kantonalbank Zurich Can tonalbank Sells 471 Shares of HNI Corp (HNI) Tech Know Bits May 26, 2019 Google Inc. HNI Corp (HNI) Announces Quarterly Dividend of $0.31 Tech Know Bits May 26, 2019 Google Inc. HNI CORPORATION - Ad from 2019-05-22 Quad -city Times May 22, 2019 Google Inc. ADNET ADVERTISING - Ad from 2019-05-15 The Muscatine Journal May 15, 2019 Googlc Inc. Ex -Dividend Reminder: Lindsay, HNI and Harris Nasdaq May 14, 2019 Google Inc. HNI Corporation Increases Quarterly Dividend Business Wire. Inc. May 7, 2019 owale Inc. Muscatine Journal Apr 17, 2019 Google Inc. Raymond James & Associates Sells 3,812 Shares of HNI Corp (HNI) MR Modern Readers Apr 13. 2019 Goo, -le Inc. Nuveen Asset Management LLC Grows Holdings in HNI Corp (HNI) MR Modern Readers Apr 12. 2019 Google Inc. PUBLIC FILINGS The following data includes both open and closed filings found in D&B's database on this company. Record Type Number of Most Recent Records Filing Date Bankruptcies 0 --� Judgments 0 �-- Liens 0 Suits 4 11 /09/2017 UCCs 81 09/24/2018 The public record items contained herein may have been paid, terminated, vacated or released prior to today's date. Predictive Scores D&B VIABILITY RATING SUMMARY The D&B Viability Rating uses D&B's proprietary analytics to compare the most predictive bu highly reliable assessment of the probability that a company will go out of business, become do g y bankruptcy/insolvency within the next 12 months. The D&B Viability Rating is made up of 4 c DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 Rich Firmographics Extensive Commercial Trading Activity Comprehensive Financial Attributes Greater data depth can increase the precision of the D&B Viability Rating assessment. To help improve the current data depth of this company, you can ask D&B to make a personalized request to this company on your behalf to obtain its latest financial information. To make the request, click the link below. Note, the company must be saved to a folder before the request can be made. Request Financial Statements Reference the FINANCIALS tab for this company to monitor the status of your request. • Financial Data: Availab • Trade Payments: Availa • Company Size: Large: $500K+ • Years in Business: Esta Financial Trade Data Available Payments Available: 3+Trade This information may not be reproduced in whole or in part by any means of reproduction. Disclaimer: The software and information ("Services") accessed herein were developed exclusively at priv Dun & Bradstreet, Inc., and its affiliates and subsidiaries (collectively, "D&B"), and may inch { secrets, or other materials created by D&B at great effort and expense. If the Customer accessing the Services is part of the executive, legislative or judicial branches the Services contained herein are a Commercial Item as that term is defined in FAR 2.101, anc Computer Software and Computer Software Documentation as those terms are defined in FAF 252.227-13. Customer's rights to use the Service-, are as descrihed in the government contract signed hetw, DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 None HON FULL LIFETIME WARRANTY YOUR HON FULL LIFETIME WARRANTY Every time you purchase a HON product, you're making an investment in your future. We're proud to play a part in that future, and you can trust us to do our best for as long as you need us. The HON Full Lifetime Warranty is our assurance to you that the HON desks, workstations, seating, tables, or storage you purchase will be free from defective material or workmanship for the life of the product. In the unlikely event that any HON product or component covered by the HON Full Lifetime Warranty should fail,under normal workplace use as a result of defective material or workmanship. HON shall repair or replace with comparable product (at HON's discretion), free of charge. WHAT'S COVERED BY THE HON FULL LIFETIME WARRANTY? Your HON Full Lifetime Warranty applies to product manufactured after January 1, 2011. All HON product lines, materials, and components are covered by the HON Full Lifetime Warranty except for the items described below. The specific product lines, materials, and components listed below are covered under HON's Full 12-Year, Full 10-Year, and Full 5-Year Warranties (from date of purchase). HON'S FULL 12-YEAR WARRANTY • Electrical components (LED task lights, lamps and ballasts are not covered) • Seating ilira°-stretch • Seating controls • Pneumatic cylinders • Wood seating • Accessories • Laminate surfaces • Veneer Surfaces HON'S FULL 10-YEAR WARRANTY • Soothe Patient Recliner Mechanism • Signal seating upholstery fabric HON'S FULL 5-YEAR WARRANTY • All LED task lights • Panel and seating textiles • Electric Height Adjustable Table Bases (Including Memory Control) • Directional Desktop Sit -to -Stand Risers • Soothe Patient Recliner Central Lock Mechanism • Soothe Patient Recliner Pivoting Arm These warranties apply to HON products sold within the United States of America, U.S. Territories, and Canada, as well as U.S. Military and Federal Agency purchases (regardless of location). IS ANYTHING NOT COVERED? There are a few exclusions to the HON Full Lifetime Warranty and to the 12, 10 and 5-year warranties. These exclusions are: • All basyx by HON' products (these products are covered under a separate basyx by HON warranty). • Color -fastness or matching of colors, woodgrains, or textures occurring in wood, leather, or ❑ther materials that naturally exhibit inherent color variations. • Customer's own materials (COM) selected by and used at the request of the user. • Modifications or attachments to the product that are not approved by The HON Company and product failures resulting from such modifications or attachments. • Product normal wear and tear, which are to be expected over the course of ownership. • Products that were not installed, used or maintained in accordance with product instructions and warnings. • Products used for rental purposes. Damage caused by cleaning chemicals. • Dye transfers caused by external contaminants (including clothing and accessory dyes such as those used on denim jeans) may migrate to lighter colors. This phenomenon is increased by humidity and temperature and is irreversible. WARRANTY REQUESTS OR QUESTIONS? Your HON Dealer is our mutual partner in supporting your warranty requests. To obtain service under this warranty, please contact your HON dealer. If you are not sure who your dealer is, please call HON Customer Support at 800.833.3964, THAT'S YOUR HON FULL LIFETIME WARRANTY AS AN OWNER OF HON PRODUCT, THE WARRANTY EXPLAINED HERE IS YOUR SOLE AND EXCLUSIVE REMEDY. THERE ARE SOME EXCEPTIONS IF YOU PURCHASED THE PRODUCT FOR HOME OR PERSONAL USE WHICH ARE EXPLAINED BELOW. TO THE EXTENT ALLOWED BY LAW, THE HON COMPANY MAKES NO OTHER WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE HON COMPANY WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES. A WORD ABOUT PURCHASES FOR HOME OR PERS014AL USE Please note, this section only applies if you purchased your HON product for your home or for your own personal or family use. HON's warranties give you specific legal rights and you may have other rights, which vary from state to state. As a consumer purchaser, the complete exclusion of implied warranties noted in the above paragraph does not apply to you, however, to the extent allowed by applicable state law, the implied warranties are limited to the applicable term of the warranty. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above exclusion ❑r limitation may not apply to you. Hon. HON LIMITED 5-YEAR WARRANTY YOUR HON LIMITED 5-YEAR WARRANTY The NON Company promises to repair or replace HON products or components covered under this warranty that are found to be defective in material or workmanship within five (5) years from the date of original purchase so long as you, the original purchaser, still owns it. This is your sole and exclusive remedy. This warranty is subject to the provisions below. It applies to products listed on page 2 manufactured after January 1, 2018. LIMITATIONS: • upholstery on chairs is warranted for two years from date of purchase. • Damage caused by the carrier in -transit is handled under separate terms. EXCLUSIONS: to: This warranty does not apply and no other warranty applies Normal wear and tear, which are to be expected over the course of ownership. Modifications or attachments to the product that are not approved by The HON Company. Products that were not installed, used, or maintained in accordance with product instructions and warnings. Products used for rental purposes. SEATING USAGE: Normal commercial use for seating is identified as the equivalent of a single shift, forty- (40) hour workweek. To the extent that a seating product is used in a manner exceeding this, the applicable warranty period will be reduced in a pro-rata manner. A WORD ABOUT COLOR VARIATIONS, FABRICS AND FINISHES: The HON Company does not warrant the color -fastness or matching of colors, grains, or textures of covering materials. CUSTOMER'S OWN MATERIAL (COM) Not available on HON products covered under the HON 5-year warranty. TO THE EXTENT ALLOWED BY LAW, THE HON COMPANY MAKES NO OTHER WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY LE OR ANY CONSEGIUENTIOAL ORFITM1ESS FOINCIDENT AL DAMAGES. PURPOSE. THE HON COMPANY WILL NOT BE NOTICE TO PURCHASERS FOR HOME OR PERSONAL USE: Federal law does not permit the exclusion of certain implied warranties for consumer products. Therefore, if you are purchasing this product for home or personal use, the exclusion of implied warranties noted in the above paragraph does not apply to you. Some states do not allow the exclusion to r limitationwarro incig des you ental r consequential damages, so the above limitation or exclusion may not apply Yo specific legal rights, and you may also have other rights which vary from state to state. This warranty applies only to products sold within the United States of America and the Commonwealth of Canada. TO OBTAIN SERVICE UNDER THIS WARRANTY: Your HON Dealer is our mutual partner in supporting your warranty requests. By following the procedures outlined below, you can be assured of the best level of service. Please note: Consent of The HON Company must be obtained before any warranty work is performed. To obtain consent, please take the following steps: 1. Contact the Dealer from whom the product was purchased within 30 days of discovery of the defect. Be prepared to affirm that you are the original purchaser of the product and to provide the serial number(s) from the product in question. arding the claim, inspect the product, and contact a HON 2. Your Dealer will gather all pertinent information reg Company customer service representative. (Please allow a reasonable amount of time for inspection and review.) 3. If The HON Company affirms that the product in question is eligible under the conditions of the warranty as stated above. customer representative e epairsoore eplacerepresentative the product the Company will determine whether toprovide replacement parts DocuSign Envelope ID: B65G1571-4024-499D-B18B-OD3971811 E85 Hone PRODUCT LIST: HON LIMITED 5-YEAR WARRANTY H432 HBV-P6024 HVL511 HBLMTB16A1 H434 HBV-P6030 HVL515 HBLMTB16ES H482 HBV-P6036 HVL518 HBLMTB16N H484 HBV-P6042 HVL521 HBLMTB8A1 HBL2101 HBV-P6048 HVL525 HBLMTB8ES HBL2101BF HBV-P6060 HVL528 HBLMTB8N H B L2102 HBV-P6072 H V L531 H V L891 H B L2103 HBV-P7224 H V L532 H V L892 H B L2111 HBV-P7230 H V L534 H V L893 H B L2111 B F HBV-P7236 H V L538 H V L894 H BL2115 HBV-P7242 H V L541 H V L895 HBL2121 HBV-P7248 HVL551 HBLMTR12A1 HBL2123 HBV-P7260 HVL581 HBLMTR12ES HBL2145 HBV-PBS HVL582 HBLMTR12N HBL2146 HBV-PWB1 HVL585 HBLMTR16A1 HBL2155 HBV-QC180 HVL601 HBLMTR16ES HBL2162 HBV-QC90 HVL604 HBLMTR16N HBL2163 HBV-TBASE HVL605 HBLMTR8A1 HBL2164 HBV-VSH24 HVL606 HBLMTR8ES HBL2171 HBV-VSH30 HVL616 HBLMTR8N HBL2180 HBV-VSH36 HVL641 HBLP3060A1 HBL2183 HBV-VSH42 HVL643 HBLP3060ES HBL2194 HBV-VSH48 HVL653 HBLP306ON HBL2211 HBV-VSH60 HVL685 HBLPP3066A1 HBL2213 HBXRISER HVL691 HBLPP3066ES HBL42CU HC184236 HVL693 HBLPP3066N HBL72BFMODG HC187236 HVL701 HBLUPP721OAl HBL72HDG HML8851 HVL702 HBLUPP7210ES HBLC48D H ML8852 HVL705 HBLUPP721ON HBLC72R HML8858 HVL712 HBLUPPH72114ES HBLH3160 HMNG15PED HVL721 HBLUPPH72114A1 HBLH3170 HMNG30FCD HVL844 HBLUPPH72114N HBLMT48A HMNG30FCO HVL852 HMLDP6024W HBLMT48B HMNG30STDM HVL853 HMLDP6024C HBLMT48R HMNG36FCD HVL862 HMLDPF07660W HBLMT048A HMNG360VRD HVL864 HMLDPF07660C HBLMT048B HMNG36STDM HVL871 HMLDF606OW HBLMT048R HMNG48WKSL HVL872 HMLDF6060C HBLPBRIDGE HMNG600VRD HVL873 HMLDPF7260W HBLPCLASSIC HMNG60WKS HVL887 HMLDPF7260C HBLPCONTEMP HMNG60WKSL HVL888 HMLDPF07260W HBLPWC HMNG72WKS HVL981 HMLDPF07260C HBMP2B HMNGDLEG HVL982 HMLDPF076602W HBMP2F HMNGOHLEG HVL991 HMLDPF076602C HBMPT4824P HVL103 HVL995 HMLDPF06082W HBMPT4824X HVL105 HVLPERCH HMLDPF06082C HBMPT48MOD HVL108 HBLDCH7296A1 HMLD60W HBMPT6024P HVL131 HBLDCH7296ES HMLD60C HBMPT6024X HVL151 HBLDCH7296N HMLDF60W HBMPT60MOD HVL161 HBLDCHL7272A1 HMLDF60C HBMPT7224P HVL171 HBLDCHL7272ES HBMPT7224X HVL205 HBLDCHL7272N HBMPT72MOD HVL206 HBLLPP6678A1 HBTMS HVL210 HBLLPP6678ES HBV-P4224 HVL215 HBLLPP6678N HBV-P4230 HVL220 HBLLPP8484A1 HBV-P4236 HVL302 HBLLPP8484ES HBV-P4242 HVL303 HBLLPP8484N HBV-P4248 HVL402 HBLMTB12A1 HBV-P4260 HVL443 HBLMTB12ES HBV-P4272 HVL508 HBLMTB12N DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811 E85 (y m x a cD (' DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 References ■ Cuesta Community College I San Luis Obispo, CA Sarah Maloney, Bond Manager 1 (805) 305-4556 Multi -year relationship with multiple projects We have a long-standing relationship with Cuesta College since 2005. We have worked on several projects that include all types of furniture: Systems, Tables, Storage, Freestanding Furniture and Seating. In conjunction with the local dealer, we have provided on time delivery, project manager and installation dates meeting customer expectations. Conservatively speaking, the four colleges connected to Cuesta have spent in excess of $7M (net) on HON furniture through various projects. Currently, there have been no issues or problems to resolve. University of California I Irvine, CA Anita Mathias I Senior Buyer 1 (949) 824-7018 1 E: amathial uci.edu School Facilities Room 301 and 302 Project planning began in February 2019 with order placement in March 2019. Project scope was over $110,000 and encompassed the redesign of the area with new workstations and additional areas for collaboration. Products used on the project included: Voi Desking, Accelerate Workstations, Ignition Seating and Flock Seating. This project was delivered and installed with no issues. ■ Health Equity I Draper, UT Philip Dunn I Facilities Manager 1 (801) 979-2960 Corporate Headquarters Health Equity has been working with The HON Company for their furniture needs for their Headquarter location in Draper, Utah since 2015 when they had 550 employees in Utah alone. Over the past four years, The HON Company has helped Health Equity scale to an additional 430 employees in Utah bringing their total to 980 employees. Their HQ expansion was 50,000 square feet and in the past two years, they have acquired and hired for another 25,000 square feet. The HON Company provides office furniture for all major categories including systems, desking, seating, storage and tables. HealthEquity services more than 1.5 million health savings accounts for 70 health plan partners and employees at approximately 27,000 companies across the United States. ■ County of York I County of York Pennsylvania Scott Cassel I Facilities Manager 1 (717) 771-4388 1 E: scassel orkccd.or Multiple County and City Projects The HON Company has been a standard for the County of York for the past 18 years servicing nine of their county buildings for all furniture needs. County of York services 440,000 people and is known for their big city amenities, with small town charm. The HON Company has provided workstations, freestanding furniture, seating, tables and storage. York County history runs deep, since 1794, and has played a large part in American heritage. York is one of the fastest growing counties in Pennsylvania. DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 ■ Davis School District I Salt Lake City, UT Joan Tuttle 1 (801) 402-7805 1 E: ituttleAdsdmail.net Eight Schools in Davis County School District Davis School District in Salt Lake City, Utah had a bond passed in 2015 to build or renovate eight schools in Davis County. The HON Company has provided furniture to many of these bond projects but most notable, Farmington High School in 2018 resulting in $2.5 million award providing students with furniture that meets the needs of 21 st century learning. Davis School District has 59 elementary schools, 17 junior high schools and 8 high schools. ■ Soledad Unified School District I Soledad, Cal 93960 Tim Vanoli I Superintendent 1 (831) 678-3987 1 E: ttva_noli(q--)-soledad.k12.ca.us Main Street Middle School 1 441 Main Street HON's local authorized dealer, Palace furnished the entire school from the ground up and completed the project on time on OMNIA Partners, Public Sector Region 4 Contract. Palace has been servicing this customer for over 15 years. The Main Street Middle School project was the largest HON project completed at this school district. As a result of the successful completion of this project, HON is the new standard for all future schools in this district. it Nelson County Board of Education I Bardstown, KY Wes Bradley I Superintendent 1 (502) 349-7000 ext. 2326 E: wes.brad le nelson.k schools.us Nelson County Board of Education has been purchasing HON products for over 20 years with an annual sales volume of approximately $172,450. HON has provided furniture, design, and installation services for Nelson County High School, County Board Office, New Haven School, Foster Heights Elementary School, The Academy, & Thomas Nelson High School. • Reese Career Tech Center I Missouri City, TX Kelly R. Kelly, CTSBO 1 (832) 221-2196 1 E: kelly.kelly(afortbendisd.com Fort Bend Independent School District 12323 Texas Parkway Our local authorized dealer, Carroll's Office Furniture has provided HON furniture to the district for over 4 years with sales volume of $250,000. • School District of Springfield R-12 I Springfield, MO Michelle Bentley I Purchasing Specialist 1 (417) 523-0071 E: mbantley(a7spsmail.org From late 2018 through early 2019, HON and its local authorized dealer partner completed the updating of 5 High School training rooms for a total sales volume of $399,717.00. In addition to these completed projects, HON has been selected as the ongoing standards package for Springfield Public Schools (SPS) with standardized pricing through a Blanket Purchasing Agreement (BPA) that uses the OMNIA Partners contract as the pricing framework. Services provided by HON and our local authorized dealer partner include: product solutioning and consultation for every project that extends beyond SPS standards package, space measurement and planning, specification within Giza and now CET software, management of shipments and coordination on delivery and receipt into dealer warehouse unless shipment is full truck, provide key product updates and continual evaluation for better, newer, potentially lower cost alternatives available on BPA. We conduct quarterly meetings (average) with purchasing and/or relevant managers of bond money following April bond vote, and rapid punch response via Dealer Partner and HON Customer support team. ■ Prince Edwards Social Services I Farmville, Virginia Wade Bartlett I County Administrator 1 (434) 547-8837 E:wbartiett@co.prince-edward.va.us Prince Edwards Social Services has enjoyed HON products over the last 20 years with approximately $$197,000 annual sales volume. In addition to the quality products, they are happy with HQN's lead times and are currently in the process of specifying all HON in their new courthouse in 2020. 1 D CL DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 Value -Add Services HON Integrated Design Solutions The HON Company's Integrated Design Solutions team is a group of expert design professionals who assist our dealers in creating design packages to help offer our customers the best overall solution. ■ Plan & Specify The IDS team assists our dealers in creating professional design packages including furniture plans using CET Designer, 3-4 line drawings and a complete bill of materials/parts lists. These provide our customers a complete overview of their furniture projects. 19 Audit Auditing services are also available through our IDS team to help provide you with the peace of mind, knowing that your drawings and parts lists are complete and accurate. A HON Interior Designer will verify quantities, product compatibility and structural integrity. ■ Value Engineering To help our customers optimize their furniture layouts with cost saving product suggestions, our IDS teams provide value engineering options and suggestions. g Rendering To help our customer's visualize their furniture including fabrics and finishes, the IDS team will provide realistic renderings. These help customers see what their furniture installation will look like, even before it's ordered. r Plan B Specify Rendering Tailored Solutions The Tailor Solutions team at HON is available to assist our OMNIA Partners members if the product solution they are looking for include structural and dimensional modifications to existing standard product and requests for discontinued HON product. Some of these modifications include: ■ Special Laminates Special laminates include requests for laminates not available as part of HON's standard offering Dual Fabric Applications Use a dual fabric applications request when the product is to be produced with more than two fabrics (e.g., fabric on the seat is different than the fabric on the back for a chair). DocuSign Envelope ID: 1365C1571-4024-499D-B186-OD3971811E85 Special Paints If the product solution a OMNIA Partners member is looking for includes using a competitor's paint color, the Tailored Solutions team would be able to assist with trying to accommodate this request. OMNIA Partners Dedicated Webpage To help provide OMNIA Partners members with easy access to ordering and contracting information, a dedicated OMNIA Partners webpage on hon.com was created. This dedicated page includes terms of the contract, information on how to place an order with HON, and easy access to all our HON OMNIA Partners dealers. Visit www.hon.com/market/government/omnia-partners to check out all of these tools. HON Chair Chooser Tool The HON Chair Chooser tool makes it even easier to select the right HON seating solution for you. Based off a few simple questions, the tool will help identify the best HON solution that fits your needs. The tool is available on hon.com and can be accessed through multiple channels such as web browsers, tablets, Smartphone's, iPad's and iPhones. The Chair Chooser tool also gives users the ability to download an informative PDF, email their selection, or share their chair on social media. Use the Chair Chooser as a selection tool or as a guide for yourself. The possibilities are endless. DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 1^.L l.L O� :3 Qj 0 ^O l J m3 ,V f"f DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 Appendix C, Doc #1 ACKNOWLEDGMENT AND ACCEPTANCE OPEN RECORDS POLICY All proposals, information and documents submitted are subject to the Public Information Act requirements governed by the State of Texas once a Contract(s) is executed. If an Offeror believes its response, or parts of its response, may be exempted from disclosure, the Offeror must specify page -by -page and line -by-line the parts of the response, which it believes, are exempt and include detailed reasons to substantiate the exemption. Price is not confidential and will not be withheld. Any unmarked information will be considered public information and released, if requested under the Public Information Act. The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 4 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the Offeror are not acceptable. Region 4 ESC must comply with the opinions of the OAG. Region 4 ESC assumes no responsibility for asserting legal arguments on behalf of any Offeror. Offeror is advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information. Signature below certifies complete acceptance of Region 4 ESC's Open Records Policy, except as noted below (additional pages may be attached, if necessary). Check one of the following responses to the Acknowledgment and Acceptance of Region 4 ESC's Open Records Policy below: We acknowledge Region 4 ESC's Open Records Policy and declare that no information submitted with this proposal, or any part of our proposal, is exempt from disclosure under the Public Information Act. We declare the following information to be a trade secret or proprietary and exempt from • disclosure under the Public Information Act. (Note: Offeror must specify page -by -page and line -by-line the parts of the response, which it believes, are exempt. In addition, Offeror must include detailed reasons to substantiate the exemption(s). Price is not confident and will not be withheld. All information believed to be a trade secret or proprietary must be listed. It is further understood that failure to identify such information, in strict accordance with the instructions, will result in that information being considered public information and released, if requested under the Public Information Act.) December 5, 2019 Date Authorized Signa ure & Title David Bizak —Vice President, Finance Proprietary/Confidential Information Public Information Act Page 3 of Tab 2, Products Pricing, Lines 1-43 of our proposal response includes proprietary information on how HON is changing our go -to -market strategy as it relates to our lead public sector contract; this strategy includes but is not limited to anticipated sales volumes, dealer incentives including not yet announced compensation packages, pricing strategies, etc. These strategies remain strictly company confidential and have not yet been announced to the marketplace; if this information was provided publicly it would cause significant harm and an undue competitive disadvantage in the marketplace. We are requesting to keep this information as confidential. CONFIDENTIAL Appendix C, Doc #2 ANTITRUST CERTIFICATION STATEMENTS (Tex. Government Code § 2155.005) Attorney General Form I affirm under penalty of perjury of the laws of the State of Texas that: 1. 1 am duly authorized to execute this Contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below; 2. In connection with this proposal, neither enor nd Antitrust Act, Tex. Busative of h 8� Comm. Code Chapter y has violated any provision of the Texas Free Enterprise 15; 3. In connection with this proposal, neither I nor any representative of the Company has violated any federal antitrust law; and 4. Neither I nor any representative of the Company has directly or indirectly communicated any of the contents of this proposal to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company. Company Contact I� 1 dye--.• f-� _ The HON Com an LLC Signature Address 200 Oak Street Muscatine IA 52761 Phone i340 4fi6-8fi94 Fax $i70 833-39132 Mefissa Lincoln Printed Name Contract Mana er Position with Company Official Authorizing Proposal Si nature David Bizak Printed Name Vice President Pinance Position with Company DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 Appendix C, DOC # 3 Implementation of House Bill 1295 Certificate of Interested Parties (Form 1295): In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that a governmental entity or state agency may not enter into certain contracts with a business entity unless the business entity submits a disclosure of interested parties to the governmental entity or state agency at the time the business entity submits the signed contract to the governmental entity or state agency. The law applies only to a contract of a governmental entity or state agency that either (1) requires an action or vote by the governing body of the entity or agency before the contract may be signed or (2) has a value of at least $1 million. The disclosure requirement applies to a contract entered into on or after January 1, 2016. The Texas Ethics Commission was required to adopt rules necessary to implement that law, prescribe the disclosure of interested parties form, and post a copy of the form on the commission's website. The commission adopted the Certificate of Interested Parties form (Form 1295) on October 5, 2015. The commission also adopted new rules (Chapter 46) on November 30, 2015, to implement the law. The commission does not have any additional authority to enforce or interpret House Bill 1295. Filing Process: Staring on January 1, 2016, the commission made available on its website a new filing application that must be used to file Form 1295. A business entity must use the application to enter the required information on Form 1295 and print a copy of the completed form, which will include a certification of filing that will contain a unique certification number. An authorized agent of the business entity must sign the printed copy of the form. The completed Form 1295 with the certification of filing must be filed with the governmental body or state agency with which the business entity is entering into the contract. The governmental entity or state agency must notify the commission, using the commission's filing application, of the receipt of the filed Form 1295 with the certification of filing not later than the 30th day after the date the contract binds all parties to the contract. This process is known as acknowledging the certificate. The commission will post the acknowledged Form 1295 to its website within seven business days after receiving notice from the governmental entity or state agency. The posted acknowledged form does not contain the declaration of signature information provided by the business. A certificate will stay in the pending state until it is acknowledged by the governmental agency. Only acknowledged certificates are posted to the commission's website. Electronic Filing Application: https://www.ethics.state.tx.us/whatsnew/elf info form1295.htm Frequently Asked Questions: htt s:11www.ethics. state. tx.uslresourceslFAQsIFAQ Form1295. h Changes to Form 1295: https://www.ethics.state.tx.us/data/filinclinfoII295Changes-adf DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1of1 Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Certificate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2019-564255 The HON Company LLC Muscatine, IA United States Date Filed: 11/22/2019 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. Region 4 Education Service Center Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. OMNIA RFP 19-18 Office Furniture 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling intermediary HNI Corporation Muscatine, IA United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is _David S:xak and my date of birth is -7_Z!! S� My address is _200 Oak Street _Muscatine _IA_, _52761_, _lowa_.(state) (street) (city) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in Muscatine County, State of _Iowa on the _22_day of _November, 2019 (month) (year) Signature of authorized Arent of contracting business entity (Declarant) Forms orovided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.3a6aaf7d Appendix C, DOC # 4 Texas Government Code 2270 Verification Form House Bill 89 (85R Legislative Session), which adds Chapter 2270 to the Texas Government Code, provides that a governmental entity may not enter into a contract with a company without verification that the contracting vendor does not and will not boycott Israel during the term t the contract. Furthermore, Senate Bill 252 (85R Legislative Session), which amends Chapter 2252 of the Texas Government Code to add Subchapter F, prohibits contracting with a company engaged in business with Iran, Sudan or a foreign terrorist organization identified on a list prepared by the Texas Comptroller. I, David Bizak-Vice President Finance as an authorized representative of The HON Com an LLC a contractor engaged by Insert Name of Company Region 4 Education Service Center 7145 West Tidwell Road Houston TX 77092, verify by this writing that the above -named company affirms that it (1) does not boycott Israel; and (2) will not boycott Israel during the term of this contract, or any contract with the above -named Texas governmental entity in the future. Also, our company is not listed on and we do not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations found at htts:!lcom troller.texas. ovl urchasin Idocslforei n-terrorist. df. 1 further affirm that if our company's position on this issue is reversed and this affirmation is no longer valid, that the above -named Texas governmental entity will be notified in writing within one (1) business day and we understand that our company's failure to affirm and comply with the requirements of Texas Government Code 2270 et seq, shall be grounds for immediate contract termination without penalty to the above -named Texas governmental entity. I swear and affirm that the above is true and correct. oiyrraaure or Named Authorized Company Representative 12/5/2019 Date Appendix C, DOC # 5 SPECIAL CONDITIONS Awarded Offerors 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 Offeror is accepted these Special Conditions required by the Federal Emergency Management Agency (FEMA). Conn icts 2f 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 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 inor a tangible pensonal Formenefit 424D, 7; from a firm considered for award. 2 C.F.R. § 200.318(c)( ); See also 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. ii. 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 Region 4 ESC 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. § 20e minimUs, 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 nddtddid integrity business to are debarred or suspeeas ebeCYaaptII, ¶ dmust berejeedand cannot receive contract awards at any level. DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 Public Polio 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 Procurement Guidance June 21, 2016 Page IV- 7 c. Applicable prevailing wage laws, regulations, and executive orders Affirmative SteDs 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; Bid G uarans� For proposals that are to include construction/reconstruction/renovation and related services, bids must be accompanied by Certified or Cashier's Check or an approved Bid Bond in the amount of not less than five percent (5%) of the total bid. Surety shall provide a copy of the Power of Attorney authorizing the Executing Agent the authority to execute the bid bond documents and bind the Surety to the bid bond conditions. The bid bond shall have a corporate Surety that is licensed to conduct business in the state of the lead agency and authorized to underwrite bonds in the amount of the bid bond. Prevailin = Wage Re uirement 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. DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 Alternat)veRri-6ufor Federal Fundine When applicable, such as when products and services are used in response to an emergency or disaster recovery situation in which federal funding may be used, pricing may not include cost plus a percentage of cost or pricing based on time and materials. If time and materials is necessary in an applicable federal funding situation, a ceiling price that the contract exceeds at its own risk will be needed. In addition, Offeror is subject to and must comply with all federal requirements applicable to the funding including, but not limited, the to the 2 C.F.R. § 200.326 and 2 C.F.R. Part 200, Appendix II, Required Contract Clauses. Federal Requirements If products and services are issued in response to an emergency or disaster recovery the items below, located in this Special Conditions section of the Federal Funds Certifications, are activated and required when federal funding may be utilized. 2 C.F_R. $ 200.326 and 2 C.F.R. Part 200, Appendix II, Required Contract Clauses Termination for Convenience: The right to terminate this Contract for the convenience of Region 4 ESC is retained by Region 4 ESC. In the event of a termination for convenience by Region 4 ESC, Region 4 ESC shall, at least ten (10) calendar days in advance, deliver written notice of the termination for convenience to Contractor. Upon Contractor's receipt of such written notice, Contractor immediately shall cease the performance of the Work and shall take reasonable and appropriate action to secure and protect the Work then in place. Contractor shall then be paid by Region 4 ESC, in accordance with the terms and provisions of the Contract Documents, an amount not to exceed the actual labor costs incurred, the actual cost of all materials installed and the actual cost of all materials stored at the project site or away from the project site, as approved in writing by Region 4 ESC but not yet paid for and which cannot be returned, and actual, reasonable and documented demobilization costs, if any, paid by Contractor and approved by Region 4 ESC in connection with the Scope of Work in place which is completed as of the date of termination by Region 4 ESC and that is in conformance with the Contract Documents, less all amounts previously paid for the Work. No amount ever shall be owed or paid to Contractor for lost or anticipated profits on any part of the Scope of Work not performed or for consequential damages of any kind. 2 Equal Employment Opportunity: Region 4 ESC highly encourages Contractors to implement Affirmative Action practices in their employment programs. This means Contractor should not discriminate against any employee or applicant for employment because of race, color, religion, sex, pregnancy, sexual orientation, political belief or affiliation, age, disability or genetic information. During the performance 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, gender 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 by the contracting officer 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 it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, 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 past 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 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 contracting 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 non-compliance with the nondiscrimination clauses of this contract or with any of such 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 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 provisions of paragraphs (1) 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 may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the 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. 3. " 17urin the erformance of this contract the contractor a rees as follows: (1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national i are n. The contractor will take affirmative action to ensure that applicants employed. and that employees are treated during employment without regard to their race, color, religion, sex, or national origin. Suchaction shall include, but not be limited to the following: Employment, upg 9, 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 agreesopost f n conspicuous places, available to employees and applicants employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (2) The contractor will, in all solicitations or advertisements for employees swill fed ve considerrat nbehalf of s far employment without e contractor, state tlregalified yd to applicants race, color, religion, sex, or nationalorigin. (3) 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 copesofthe for nofte oyn conspicuous places available to employees and applicants th (4) The 6 of Septemberntractor will 24, 1965,la and lprovisions Executive of the rrulesregulations,, nd relevant 1124 orders of the Secretary of Labor. (5) The contractor will furnish all information and reports required by Executive Order 1124E 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 admthe Secretary of Labor urposes of investigation nvei tigationnagency to ascertainn�ompliance with such rules, regulations, or and rnvestigat orders. (6) 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 as may be imposed and remedies invoiced as provided in ExeOrder br1965, or by rule, regulation, or oderofthe Secretary of Labor, or as otherwiseprov provided blw, (7) The contractor will include the portion of the sentence immediately Preceding paragraph (1) and the provisions of paragraphs (1) through (7) 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. 4. Davis Bacon Act and Co eland Anti-KickbackAc#. a. A licabili of 17avis-Bacon Act. The Davis -Bacon Act only 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. It dors rhe EPublic A!! iin r ce b. 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 ll, ff D. c. 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 aweek. d. 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_ e. In contracts subject to the Davis -Bacon Act, 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 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. The regulation at 29 C.F.R. § 5.5(a) does provide the required contract clause ance with both the Davis -Bacon and Copeland Acts. that applies to compli s subsection, the Davis -Bacon Act does not However, as discussed in the previou apply to Public Assistance recipients and y. r i doe the C "An ,_Ki Dayi v. However for ur oses of rant ro rams where both clauses do a 1 FEMA re wires the foflawin contract clause: "Gam fiance with the Ca eland "Anti -Kickback" Act. (1) Contractor. The contractor shall comply with 18 U.S.C. § 874, 40U.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. (2) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as the 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 orlower tier subcontractor with all of these contract clauses (3) 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." 5. Contract Work Hours and Safe Standards Act. a. A lisp cabi : This requirement applies to all FEMA grant and cooperative agreement programs. b. Where applicable see 40 U.S.C. § 3701), 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.G. §§ 3702 and 3704• as supplemented by Department of Labor regulations at 29 C.F.R. Part 5. See 2 C.F.R. Part 200, Appendix ll, $ E. c. 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 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 workweek. d. 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 i asurroundings rroun o us or under working conditions which are unsanitary, hazardous or dangerous, ange o or These requirements d❑ not apply to the purchases of supplies articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. e. The regulation at 29 C.F.R. § 5.5(b) provides the required contract clause concerning compliance with the Contract Work Hours and Safety Standards Act: "Com liance with the Contract Work Hours and Safet Standards Act. (1) Overtime re uu&ements. 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 such laborer or mechanic receives compensation at a rate not less on such work to work in excess of forty hours in such workweek unlethanss one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation- liability for un aid wa es- li uidated damages- In the event of any violation of the clause set forth in paragraph (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 (1) of this section, in the sum of $10 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 (1) of this section. (3) Withholdin for un aid wa es and Ili uidated damages. The (write in the name of the Federal agency or the loan or 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 (2) of this section- (4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (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 (1) through (4) of this section." 6. Ri hts to Inventions Made Under a Contract or A reement. a. S#afford Act Disaster Grants. This requirement l B� Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis Counseling anAsPratance and Federal ing GAssistan a to Train Disaster Case Management Individuals and Households — Other Needs Assistance Grant Program, as FEMA awards under these programs do not meet the definition of "funding agreement." b. If the FEMA award meets the dee�nte�o�nto a conlng tractgw with a small business firm § 401.2(a) nt" under 37 CF.R- and the non -Federal entity wishes to or nonprofit organization regarding the substitution rk rof a hies ,"fundn g agreeme ss t,'r he non - experimental, experimental, developmental, or research ons Federal entity must comply with the requirements mall Business Firms Under GovernmentVGrants, Made by Nonprofit Organizations and S Contracts and Cooperative Agreements), and any implementing regulations issued by FEMA. See 2 C.F.R. Part 200, Appendix II, ¶ F. c. The regulation at 37 C.F.R. o4erat ve) currently agreementdefines entered � o abetweennt'a�� any contract, grant, or co p Federal agency, other than sherrTn�ale��V�la�I��nAaulthoorn;eY��a� h work funded any contractor for the performance of exp awhole or in part bion of Fadrties, oosubcontract of any type entered into for assignment, substitution p the performance of exp nn thdevelopmental, firstlsEntence of this paragraph.work under a funding agreement as defined 7, Clean Air Act and the Federal Water Pollution Control Act. Contracts of amounts in explycess of $150,000 must contain a provision ethulat onreqsrissued pursuant tothe contractor otheagree CleancAir Act (42 ail applicable standards, orders, o g U.S.C.§§ 7401-71387) and the Federal beteporrtedito FEMA andAct the Regional Office of U.S.C. §§ 1251-13$7). Violations m the Environmental Protection Agency. See 2 C.F.R. Part 200, Appendix 11, $ G. a. The foilowin ro0de s a in a Geis of r 1 t clause �4 a concernin compliance for contracts of amp "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 et seq. (2) The contractor agrees to report each violation to the (name of the state agency or i name Indian tthestatel government) and agency or local or Indian tribal and agrees that the { government) will, in turn, report each violation as required to assure notification to the (name of recipient), 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 (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 seq- (2) The contractor agrees to report each violation to the (name of the state agency or local or Indian tribal government) and understands and agrees that the (name of the state agency or local or Indian tribal government) will, in turn, report each violation as required to assure notification to the (name of recipient), 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 partwith Federal assistance provided by FEMA.° 8. Debarment and Sus erasion. a. AQRlicabili : This requirement applies to all FEMA grant and cooperative agreement programs. b. 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 1$0 and the Department of Homeland Security's regulations at 2 C.F.R.Part 3000 (Non procurement Debarment and Suspension). C. 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 i1, T H; and Procurement Guidance far Recipients and Subrecipients Under 2 C.F.R. Part 200 (Uniform Rules): Supplement to the Public Assistance Procurement DisasterAssistance Team (PDAT) Field Manual Chapter IV, 5 6.d, and Appendix C, � 2 [hereinafter PDAT Supplement]. A contract award must not be made to 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 ible er ory Of agencies, as well as parties Drde�a2549�5AM exclusionstcan be a� essed latory authority other than Exec at www.Sam. ov. See 2 C.F.R. § 180.530; PRAT Supplement, Chapter IV. C. and Appendix C, t 22. d. In general, an "excluded" party cannot receive a Federal grant award or a contract within the meaning of sa a parties that receive Federal funding indirectly, dectldY and subcontracts. This include p such as contractors to recipients and subrecipients. The key t theexcureion t is whether there is a covered transaction," which is any ptier, Although transaction (unlesstransactions" excepted) at include con tracts r "secondaawarded by the Federal covered transac Government for purposes of the non -procurement common rule and DHS's implementing regulations, it does include some contracts awarded by recipients and subrecipient. e. Specifically, a covered transaction includes the following contracts for goods or services: a reci lent or subrecipient in the amount (1) The contract is awarded by P of at least $25,000. (2) The contract requires the approval of FEMA, regardless of amount. M (3) The contract is for federally required audit services. rded by the subcontract ipalso acovered transaction if it is subre� subrecipient and requires eithera cont contt ractor of a rec pient or of FEMA or is in excess of $25,000. dis�ualifed: "Sus ension and ❑ebarment (1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the contractor is required to verify that none of the contractor, its principals (defined at 2 C.F.R- § 180-995). or its affiliates (defined atu lift (deft Bed at5) C F Re§ 1are ded (defined at 2 C.F.R.§ 180.940) or d sq (2) The contractor must comply with 2 C.F.R. Pt• 180, Subpart C and 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 (insert name of subrecipient), l�it�58later bea Cined that the and 2 C F Rrptt3000 ractor did not comply with 2 C.F.R. Pt, p subpart C, in addition to remedies available to (name of state agency serving as recipient and name of subrecipient), the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4) The bidder or proposer agrees to cc) mplywith the requirements of 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." 9. l3 rd Anti -Cobb in Amendment. a. A licabilit : This requirement applies to all FEMA grant and cooperative agreement programs. b. Contractors that apply or bid for an award of $100,000 or more must file the required certification. See 2 C.F.R. Part 200, Appendix II, ¶ I; 44 C.F.R. Part 18; PDAT Supplement, Chapter IV, 6-c; Appendix C, 74. c. 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. See PDAT Supplement, Chapter IV, ¶ 6.c and Appendix C, ¶ 4. d. The followin rovides a i3 rd Anti -Cobb in contract clause: "13 rd Anti -Cobb in Amendment, 31 iJ.S.C. 1352 as amended Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non -Federal funds that tales place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient." APPENaiX A 44 C.F.R. PART 1$ - CI=RTIFICATIQN R1=GARf�fNG LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements (To be submitted with each bid or offer exceeding $100,000) The undersigned [Contractor] certifies, to the best of his or her knowledge, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person Memb�e of Congress, ing or pting to an officer ornce an employ officer or employee of an agency, a Congress, or an employee of # the makinMember gCongress in connection with the ofFederal grant the making of awarding of any Federal contract, g of an 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 Congron with eis ssal trand grant, loan, or cooperative agreement, theundersigned gnedshallcomplete 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 certifyand 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 fanot more than $100,000 for each suchls to file the required certification lfai u ebject to a civil penalty of not less than $10,000 and The Contractor, The HON Corn ani LLG 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. § 3801 et seq., apply t o this certification and disclosure, ifany- Signature of Contractor's Authorized Official David Bizak-Vice President. Finance Name and Title of Contractor's Authorized Official December 5 2019 Date" DocuSign Envelope ID: B65C1571-4024-499D-B18B-OD3971811E85 10. Procurement of Recovered Materials. a. Applica>aili : This requirement applies to all FEMA grant and cooperative agreement programs. b. 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, Pub. L. No. 89-272 (1965) (codified as amended by the Resource Conservation and Recovery Act at 42 U.S.C. § 6962). See 2 C.F.R. Part 200, Appendix II, ¶ J; 2 C.F.R. § 200.322; PDAT Supplement, Chapter V, ¶7. c. 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 a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. d. The following provides the clause that a state agency or agency of a political subdivision of a state and its contractors can include in contracts meeting the above contract thresholds: "(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 cannot be acquired— (i) Competitively within a timeframe providing forcompliance with the contract performance schedule; (ii) Meeting contract performance requirements; or (iii) At a reasonable price. (2) Information about this requirement, along with the list of EPA- designate items, is available at EPA's Comprehensive Procurement Guidelines web site, httPS://www.epa.gov/srnm/coniprehensive-procurement- uideline-c _ ro ram." 11. Additional FEMA Requirements. a. The Uniform Rules authorize FEMA to require additional provisions for non - Federal entity contracts. FEMA, pursuant to this authority, requires or recommends the following: b. Changes. To be eligible for FEMA assistance under the non -Federal entity's FEMA grant or cooperative DocuSign Envelope ID: B65C1571-4024-4990-B1813-0133971811E85 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. 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 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. c. Access to Records. All non -Federal entities must place into their contracts a provision that all contractors and their successors, transferees, assignees, and subcontractors acknowledge and agree to comply with applicable provisions governing Department and FEMA access to records, accounts, documents, information, facilities, and staff. See DHS Standard Terms and Conditions, v 3.0, ¶ XXVI (2013). d. The foIMAlngprovides a contract clause regarding access to records: "Access to Records. The following access to records requirements apply to this contract: (1) The contractor agrees to provide (insert name of state agency or local or Indian tribal government), (insert name of recipient), the FEMA Administrator, the Comptroller General of the United States, or anyof 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. (2) 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. (3) 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." 12. DHS Seal, Logo, and Fla s. a. All non -Federal entities must 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. See DHS Standard Terms and Conditions, v 3.0, ¶ XXV (2013). b. The following provides a contract clause regarding DHS Seal. Logo, and Flags: "The 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." 13. Com pliance with Federal Law Re ulations and Executive Orders. a. All non -Federal entities must 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. b. The followin rovides a contract clause re ardin Com liance with Federal Law. Re ulations and Executive Orders: "This is an acknowledgement that FEMA financial assistance will be used to fund the contract only. The contractor will comply will all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives." 14. No Obli ation bV FederalGovernment. 15. 0 a. The non -Federal entity must 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 thecontract. b. ThP fnIInLA/inn no ion Gove�= "The Federal Government iir s not of party tothistcontra th and its 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." or 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, Fraudulent ❑r Related Ac, * "The contractor acknowledges that Fraud d31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the contractor's actions pertaining to this contract." Additional contract clauses pert C.F.R. 20Q_325 For nnnlif nw, a_.._ -- execution � C+ ++r�rlt as re wired b law of all ersons su V I in 1ejlabortourif+ and material in execution of the work rovided in the contract. Docusign tnYcivN--. 0 fferor agrees to comply with all terms and conditions outlined in the Special Conditions section of this solicitation, if applicable. icable. Offeror's Name: n200 ess, City State, and zip Code: Oak Street Muscatine iA 52761 Phone Number: 800 466 SS94 Fax Number: 800 833-3902 Printed Name and Title of Authorized Representative: David i3izak-Vice President Finance Email Address: ,.- Date: December 5 201 Signature of Authorized Representative: RECEIPT OF ADDENDUM NO I ACKNOWLEDGEMENT Offeror shall acknowledge this addendum by signing below and include in their proposal response. Company Name The HON Com an LLC Contact Person ❑avid Hizak — ice President, Finance Signature Date ❑ecember 5 2019 Crystal Wallace Region 4 Education Service Center Business Operations Specialist UOCUN9F] C11Vc1-N- EXHIBIT C City's Insurance and Indemnity FIN-S Formal Cooperative Purchase Agreement (10-2022) INSURANCE REQUIREMENTS (a) Throughout the life of this Agreement, CONTRACTOR shall a a pay ur and company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than "A-VII" in then in Guide, or (ii) as may be authorized in writing by CITY'S Risk Manager maintain in full force and effect all insurance as required herein with 6est's Insurance Rating at any time and in his/her sole discretion. The required policies of insurance herein shall maintain limits of liability of not less or his/her designee However, the insurance limits available to CITY, its officers, than those amounts stated therein. fficers anCe as stated and volunteers as additional insureds, shall be the greater oft a minimumpliyPeSp agents therein or the full limit of any insurance proceeds to the named insured, m+t$ specified (b) If at any time during the life of the Agreement or an extension, CONTRACTOR or any of its subcontractors fail to maintain any required i yin full force and effect, all services and work under this Agreement shall ed immediately, and all payments due or that becomeq be insurance in full withheld until notice is received by CITY that the r due to CONTRACTOR shall full farce and effect and that the required insurance has been restored to satisfactory to CITY. Any failure topmainitain5theerequired insurance paid for a cause for CITY to terminate this Agreement. No action taken period section shall in any way relieve CONTRACT cI shathis ll pursuant sufficient Agreement. The phrase "fail to maintain OR of its responsibili#iesunder o this limitation, notification received by CITY that nanrinsurerdf��su�Qmmenced ' shall Include' without has had proceedings commenced against it, indicating that the insurer is Proceedings, or (c) The fact that insurance is obtained by CONTRACTOR shall not be insolvent .deemed release or diminish the liability of CONTRACTOR, including, without limitationdeemed under the indemnity provisions of this Agreement. The duty to indemnifyCITY sliability to all claims and liability regardless of whether any insurance policies ara shall apply applicable Policy limits do not act as a limitation upon the amount of indemnification . The ° by CONTRACTOR. Approval or purchase of any insurance contracts or Policies provided no way relieve from liability nor limit the liability of CONTRACTOR, vendors suppliers, invitees, contractors, sub -contractors, subcontractors to shall in indirectly by any of them. yr anyone employed directly or Coverage shall be at least as broad as: 1. The most current version of Insurance Services Office ISO General Liability Coverage Form CG 00 01 (ISO) business operations. The Commercial GeneQaldLiabili liability coverage arising out of your occurrence form and shall provide coverage for "bodily injury," ,shQllebe written on an "personal and advertising injury" with coverage for premises and o erati n damage and use of owned and non -owned equipment P ons (including the contractual liability (including, without limitation, indemnitycompleted operatives, and Agreement) with limits of liability not less than those Set forth nder "Min m under the Insurance." mum Limits of 2. The most current version of ISO *Commercial Auto Coverage Form CA 01, providing liability coverage arising out of the ownership, maintenance Or use 00 f FIN-S Formal Cooperative Purchase Agreement 00-2022) Of -1- )ocuSign Envelope IL). DU�- policy automobiles In the course of your lousiness operations• TheAutomobile all townedehired, ndanlone written on an occurrence formlicensed shall d(Code 1a Any Auto). owned automobiles or otherthe State of California 3 Workers' Compensation insurance as required by and Employer's Liability Insurance, MINIMUM LIMITS OF INSURANCE EXHIBIT he duration and for 5 years CONTRACTOR shall procure and maintain for those set forth below. However, thereafter, insurance with limits of liability not less than t ees, agents and volunteers insurance limits available to CITY, the eater of the nimuml I mits specified herein or the oy as additional insureds, shall be g full limit of any insurance proceeds available to the named insured: 1 COMMERCIAL GENERAL LIAB1Ll'TY (i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personalis andand advertising completed operatiouns; and, lii $2,000,000 aggregate for products to the work performed (iv general aggregate applying separately (iv) $2,000,000 under the Agreement. OMOBILE LIABILITY 2. COMMERCIAL AUT damage. $1,000,000 per accident for bodily injury and propertyre wired blyfthe State of 3 M V, with statuto li than: Com ensation insurance as nnri EMPLOYER'S LIABILITY with limits of habilit' less (i) $1,000,000 eachaccident each for bodily employee; injury; $1,000,000 di and, $1,000,000 disease policRiEx� UEXCESS INSURANCE MBRELLA O y les to CONTRACTOR purchases an Umbrella or Excess is shallnfoilowce lform" and nsura In the event olic a insurance policy(ies). In addition, such Umbrella meet the "Minimum Limits oinsurance, heuram ry this insurance p Y non-contributory basis afford no less coverage thanp } on a primary and non -can rY or Excess insurance palicy(ies) shall also apply agent s and volunteers. for the benefit of the CITY, its officers, officials, employees, RETENTIONS DEDUCTIBLES AND SELF -INSURED deductibles contained in any CONTRACTOR shall be responsible for payment of any is ies required herein and CONTRACTOR tionssmust be declared on o be responsible for insurance pal y( ) self -insured retentions payment of any self -insured retentions. roved by, the CITY'S Risk Manager or his/her the Certificate of Insurance, and app designee. At the option of the CITY'S Risk Manager or his/her designee, either: FIN-S Formal Cooperative Purchase Agreement (10-2022) -2- (i) The insurer shall reduce or eliminate such self -insured retentions respects CITY, its officers, officials, employees, agents and volunteers; or as (ii) CONTRACTOR shall provide a financial guarantee, satisfacto Risk Manager or his/her designeeguaranteeing payment of losses and related ry to CITY'S investigations, claim administration�and defense expenses. At no be responsible for the payment of any deductibles or self -insured retie shall CITY OTHFR IKrellDA.F► - ntions. - --..•....�,�,,,�vrestMENTS (i) A!1 olicies of insurance required herein shall be endorsed to Provide that the coverage shall not be cancelled, non -renewed, reduced in covers except after thirty (30) calendar days written notice has been given to CITY ex cet ten (10)days for nonpayment of premium. CONTRACTORcoverage or in limits is also responsible for Providing written notice to the CITY under the same terms and conditions issuance by the insurer, a nebroker, or agent of a notice of cancellation non - Upon or reduction in coverage or in limits, CONTRACTOR shall furnish CITY with renewal, a new certificate and applicable endorsements for such poiicy(ies). In the event Policy is due to expire during the work to be performed for CITY, CONTRACTOR any shall provide a new certificate, and applicable endorsements, evidencing of such policy not less than fifteen (15) calendar days prior to the expirationrenewal of the expiring policy date (ii) The Commercial General and Automobile friability insurance be written on an occurrence form. policies shall (ilt) The Commercial General and Automobile Liability insurance be endorsed to name City, its officers, officials, agents, employees anldv olu shall as an additional insured. CONTRACTOR shall establish additional insured status for the City and for all ongoing and completed operations Volunteers General LiabilityP atlons under the Commercial policy by use of ISO Forms or an executed manuscript insurance company endorsement providing additional insured status. The Commer General endorsements must be as broad as that contained in ISO For clal 10 11 85 or both CG 20 10 $ CG 24 37. ms: GC 20 (iv) The Commercial General and Automobile Liability insurance s or be endorsed to contain, that the CONTRACTORS insurance shall b to and require no contribution from the City. Th hall contain, e primary policy is required to include primary and non contributory coverage Genern favor of the City for both the ongoing and completed operations coverage. These shall contain no special limitations on the scope of g or of the officers, officials, employees, agents and volunteers. If CD Coverages p protection afforded to City, its higher limits of liability than the minimums shown above, City requires R mal all be entitled to coverage for the higher limits of liability maintained by CONTRACTOR. and shall be (v) Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense the requirement for the Limits of Liability of these polices will be twiCe the above then stated limits. the a NO For any claims related to this Agreement, CONTRACTOR'S coverage shall be primary insurance with respect totheCITY, i s officers no dace agents, employees and volunteers. Any insurance or self-insurance maims acne , ained FIN-S Formal Cooperative Purchase Agreement (10-2022) -3- )ocuSign Envelope iu: DVUv by the CITY, its officers, officials, agents, employees and volunteers shall be llnot cess of the Ct. ONTRACTOR'S insurance and shashall Con an�olth i be endorsed (vii} The Workers' Compensation ensation insurance policy to contain, a waiver of subrogation as to CITY, its officers, officials, agents, employees and volunteers. policies shall (viii) The Commercial General andrAa Automobile of subrogation as to CITY, its officers, contain, or be endorsed to contain, ��� volunteers. officials, agents, employees DOCUMENTS - CONTRACTOR shall furnish CITY Y with certificates iff and and applicable Ica le D g required her and applicable endorsements effecting b coverage req roved by the CITY'S Risk applicable endorsements are to he received and approved reement and before policy coverage shall b Manager or hisib er designee prior todC rsemen�s mendingecution of hp gY CITY, work commences. All non -ISO e agent or broker. Upon request of executed by a licensed and authorized of any insurance certified CONTRACTOR shall immediately furnish ng all endorsements, with said COPY requirement policy required under this Agreement, olio This requi by the underwriter to be a true and correct copy of the original Policy. or termination of this Agreement. All subcontractors urcodte alodoG documents shall survive expiration under the direction of CONTRACTOR shall also be require Ov noted herein. of SUSCONTR AGT�RS - If CONTRACTOR subcontracts any salt he discret an of the performed under this Agreement, CONTRACTOR steallrequire, or designee, subcontractor(s) to entandinto assurance protection. CITY Risk Manager to provide required indemnification Agreement with the City P Risk Manager or designee. If Side Agreement(s) and associated insurance documents far the Any required rea roved by CITY subcontractor must be reviewed and p pp y responsible far ensuring Agreement is required, CONTRACTOR will be solely re5p aired no Side Agn insurance eat levels no less than those required that its subcontractors law and is customary in the relevant industry - by applicable law INDEMNITY held To the furthest extent allowed by law, CONTRACTOR mployeeeagents and harmless and defend CITY and each of its officers, o personal injury, death volunteers from any and all loss, liability, fines, penalties, forfeitures, to costs and damages (whether in contract, tort or strict liability, inclu CITY' CONTRACTOR or any other person, at any time and property damage} incurred by (includingr equity attorney's and from any and all claims, demands a d ct {gave arisen directly or indirectly out of expenses), arising era g preceding fees and litigation exp }° rmance of this Agreement. CONTRACTOR'S oobli antY of tsdeofficeers, officials, perform ! regardless of whether C loss, liability, sentence shall apply but shall not apply to any employees, agents or volunteers are negligent, caused solely by the gross negligence, or fines, penalties, forfeitures, costs or damagesemployees, caused b the willful misconduct, of CITY or any of its officers, officials, emp cau Y agents or volunteers. FIN-S Formal Cooperative Purchase Agreement (10-2022) -4- If CONTRACTOR should subcontract all or any portion of the work to be performed under this Agreement, CONTRACTOR shall require each subcontractor to indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph. This section shall survive termination or expiration of this Agreement. FIN-S Formal Cooperative Purchase Agreement (10-2022) -5-