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R24-326
l RESOLUTION NO. R24-326 2 3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF 4 BOYNTON BEACH, FLORIDA, APPROVING A PIGGYBACK 5 AGREEMENT WITH W.W. GRAINGER, INC. FOR THE PURCHASE 6 OF HARDWARE, ELECTRICAL, AND SAFETY SUPPLIES FOR AN 7 ANNUAL AMOUNT NOT TO EXCEED $120,000; AND FOR ALL 8 OTHER PURPOSES. 9 10 WHEREAS, on August 15, 2024, the City of Tucson,acting by and through OMNIA Partners 11 ("OMNIA"), competitively procured Maintenance Repair and Operations ("MRO") Supplies, Parts, 12 Equipment, Materials, and Related Services ("Services") with W.W. Grainger, Inc., an Illinois 13 corporation ("Vendor"); and 14 WHEREAS, on October 2, 2024, the City of Tucson signed contract 240078-01 with Vendor 15 for a three (3) year term, commencing January 1, 2025, and continuing through December 31, 16 2027, with two (2) additional one-year renewal options; and 17 WHEREAS, the City of Boynton Beach ("City") desires to obtain MRO Supplies on an as- 18 needed basis from Vendor; and 19 WHEREAS, the City's Purchasing Policy Section X — Alternatives to Formal Sealed Bids, 20 provides authority for the City to acquire or contract for services without utilizing a sealed 21 competitive method or the written quotations methods where the desired services are the subject 22 of an agreement that utilizes another government entity's contract, provided that the contract 23 was awarded based strictly on competitive bidding; and 24 WHEREAS, the City and Vendor have agreed to allow the City to piggyback the City of 25 Tucson/OMNIA Agreement; and 26 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the 27 best interests of the city's citizens and residents to approve a Piggyback Agreement with the 28 Vendor for MRO Supplies, with an annual amount not to exceed $120,000. 29 30 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON 31 BEACH, FLORIDA, THAT: 32 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 33 being true and correct and are hereby made a specific part of this Resolution upon adoption. 34 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby 35 approve a Piggyback Agreement between the City and Vendor, for MRO Supplies and Services for 36 an annual amount not to exceed $120,000 (the "Piggyback Agreement"), in form and substance 37 similar to that attached as Exhibit A. 38 SECTION 3. The City Commission of the City of Boynton Beach, Florida, hereby 39 authorizes the Mayor to execute the Piggyback Agreement. The Mayor is further authorized to 40 execute any ancillary documents as may be necessary to accomplish the purpose of this 41 Resolution. 42 SECTION 4. The City Clerk shall retain the fully executed Piggyback Agreement as a 43 public record of the City. A copy of the fully executed Piggyback Agreement shall be provided to 44 Michael Dauta to forward to the Vendor. 45 SECTION 5. This Resolution shall take effect in accordance with law. 46 47 48 49 50 [signatures on the following page] 51 Aawouv AID J J�ULL quae3 '9 eunneyS 9L OZ61 ••w'•; SL, 177r) ;:3.31.\*1°88"\11 ;n. v*•� as :•c fI (leas a}eaodaoJ) EL :W2103 01 SV a3AO2fddb' �h6.>'�•*bao:;..**poi ZL 1`:�NO1N1`,,,= IL ' eWaa!) AID OL e to A JINN ', . J 'snsa�a :alAeW 69 ti-7�/1J ill. 0 89 Oil L9 a lb' 99 0—k 310A S9 179 uppnl sewoyl—Jauo!ss!wwoJ E9 Z9 AeH '1 nnoapooM—Jauo!ss!wwoJ 19 09 znJJ ela6uy—Jauo!ss!WwoJ 6s as Calla)! aaw!y—JoAeW aD!\ Ls 9S e6Jasuad A1—JoAeW ss ON S3A be vaRio13 'HJV38 NOINA08 JO AIIJ ES 'tZOZ }o iep Al s!yI a3ldoav aNY 43SSdd ZS 1 G,. PIGGYBACK AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND W.W. GRAINGER, INC. This Piggyback Agreement is made as of this day of IV,vcr ',/ , 2024, by and between W.W. GRAINGER, INC., an Illinois corporation authorized to do business in the State of Florida, with a principal address 100 Grainger Parkway, Lake Forest, IL 60045, hereinafter referred to as "Vendor," and the CITY OF BOYNTON BEACH, a municipal corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean Avenue, Boynton Beach, Florida 33435, hereinafter referred to as "City." RECITALS WHEREAS,the City of Tucson,AZ,acting by and through Omnia Partners,competitively procured Maintenance Repair and Operations (MRO) Supplies, Parts, Equipment, Materials, and Related Services; and WHEREAS, on October 2, 2024, the City of Tucson, signed contract 240078-01 with Vendor (the "Master Agreement") for a three (3) year term, commencing January 1, 2025 and continuing through December 31, 2027, with two (2) additional one-year renewal options; and WHEREAS, the City desires to obtain MRO Supplies on an as-needed basis; and WHEREAS,the City's Purchasing Policy Section X—Alternatives to Formal Sealed Bids, provides authority for the City to acquire or contract for services without utilizing a sealed competitive method or the written quotations methods where the desired services are the subject of an agreement that utilizes another government entity's contract, provided that the contract was awarded based strictly on competitive bidding; and WHEREAS, in order to acquire MRO Supplies to be stocked at the Warehouse for the City's Departments within the City, the City's Materials and Distribution Division is requesting the City enter into a Piggyback Agreement with Vendor; and WHEREAS, the City and Vendor have agreed to allow the City to piggyback the Master Agreement, a copy of which is attached as Exhibit "A;" and NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other valuable consideration received, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: AGREEMENT 1. The foregoing recitals are true and correct and are hereby incorporated into this Agreement. 2. TERM: The term of this Agreement commences on January 1, 2025, and will remain in effect until December 31, 2027, with two (1) one-year renewal options ("Term"). The Mayor is authorized to execute amendments renewing the Agreement on behalf of the City. The initial term and any subsequent renewals of this Agreement are subject to the renewal or extension of the Master Agreement. If the Master Agreement expires or is terminated during the Term, this Agreement shall terminate no later than six months after such expiration or termination of the Master Agreement. 3. CONTRACT TERMS: The Vendor agrees to provide Supplies and Services to the City on an as-needed basis, on the same terms and in the same manner as set forth in the Master Agreement, a copy of which is attached hereto as Exhibit A, except as otherwise provided herein. All recitals, representations, and warranties of Vendor made by Vendor in the City shall compensate Vendor, pursuant to the rates set forth in the Master Agreement for the Supplies and Services in an annual amount not to exceed $120,000.00. 4. NOTICES: All Notices to the City shall be in writing by certified mail return receipt requested, or customarily used overnight transmission with proof of delivery, sent to: City: Daniel Dugger, City Manager City of Boynton Beach P.O. Box 310 Boynton Beach, Florida 33425 Telephone: (561) 742-6010/Facsimile: (561) 742-6090 Copy: Shawna G. Lamb, City Attorney City of Boynton Beach P.O. Box 310 Boynton Beach, Florida 33425 Telephone: (561) 742-6010/Facsimile: (561) 742-6090 5. INVOICES AND PAYMENT: Invoices must identify the PO number and should be mailed to: Boynton Beach Materials and Distribution Department Attn: Michael Dauta 222 NE 9th Ave Boynton Beach, FL 33435. Invoices shall show the nature of the service and dates(s) of service. Invoices based on hourly rates shall show the actual hours worked, person performing services, nature of the service,hourly rate,and dates(s)of service. Invoices may be submitted no more frequently than monthly. However, all services rendered prior to September 30th of any given year are required to be invoiced by September 30th of that year. Vendor shall provide W-9 with first invoice. 2 The fee shall be paid based on receipt of a proper invoice in accordance with the invoice schedule indicated above. Payment will be made within 45 days of receipt of a proper invoice in accordance with the Local Government Prompt Payment Act, Section 218.70, et al., Florida Statutes. No payment made under this Agreement shall be conclusive evidence of the performance of this Agreement by Vendor,either wholly or in part, and no payment shall be construed to be an acceptance of or to relieve Vendor of liability for the defective, faulty or incomplete rendition of the services. 6. TAX EXEMPT: Prices applicable to City do not include applicable state and local sales, use, and related taxes. The City is exempt from state and local sales and use taxes and shall not be invoiced for the same. Upon request, City will provide Vendor with proof of tax- exempt status. 7. SOVEREIGN IMMUNITY: Nothing contained in this Agreement nor contained herein shall be considered nor construed to waive City's rights and immunities under the common law or section 768.28, Florida Statutes, as may be amended. 8. ATTORNEY'S FEES: In the event that either Party brings suit for enforcement of the Agreement, each Party shall bear its own attorney's fees and court costs. 9. PUBLIC RECORDS: Sealed documents received by the City in response to an invitation are exempt from public records disclosure until thirty (30) days after the opening of the Bid unless the City announces intent to award sooner, in accordance with Florida Statutes 119.07. The City is a public agency subject to Chapter 119, Florida Statutes. The Vendor shall comply with Florida's Public Records Law. Specifically, the Vendor shall: A. Keep and maintain public records required by the City to perform the service; B. Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and, following completion of the contract, Vendor shall destroy all copies of such confidential and exempt records remaining in its possession once the Vendor transfers the records in its possession to the City; and D. Upon completion of the contract, Vendor shall transfer to the City, at no cost to the City, all public records in Vendor's possession All records stored electronically by Vendor must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. 3 E. IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK OFFICE 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 561-742-6060 CityClerk(c bbfl.us 10. SCRUTINIZED COMPANIES - 287.135 AND 215.473: By execution of this Agreement, Vendor certifies that Vendor is not participating in a boycott of Israel. The Vendor further certifies that Vendor is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Vendor been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to the Vendor of the City's determination concerning the false certification. The Vendor shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, the Vendor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If the Vendor does not demonstrate that the City's determination of false certification was made in error, then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 11. E-VERIFY: Vendor shall comply with Section 448.095, Fla. Stat., "Employment Eligibility," including the registration and use of the E-Verify system to verify the work authorization status of employees. Failure to comply with Section 448.095, Fla. Stat. shall result in termination of this Agreement. Any challenge to termination under this provision must be filed in the Circuit Court no later than 20 calendar days after the date of termination. If this Agreement is terminated for a violation of the statute by Vendor. Vendor may not be awarded a public contract for a period of one (1) year after the date of termination. 12. DISPUTES: Any disputes that arise between the parties with respect to the performance of this Agreement, which cannot be resolved through negotiations, shall be submitted to a court of competent jurisdiction exclusively in Palm Beach County, Florida. This Agreement shall be construed under Florida Law. 13. EXECUTION OF THE AGREEMENT: This Agreement will take effect once signed by both parties. This Agreement may be signed by the parties in counterparts, which together shall constitute one and the same agreement among the parties. A facsimile signature shall 4 constitute an original signature for all purposes. Each person signing this Agreement on behalf of either Party individually warrants that he or she has full legal power to execute the Addendum on behalf of the Party for whom he or she is signing and to bind and obligate such Party with respect to all provisions contained in this Agreement 14. TERMINATION FOR CONVENIENCE: This Agreement may be terminated by the City for convenience upon fourteen(14) calendar days of written notice by the terminating party to the other party for such termination in which event the Vendor shall be paid its compensation for services performed to the termination date, including services reasonably related to termination. In the event that the Vendor abandons the Agreement or causes it to be terminated, the Vendor shall indemnify the City against loss pertaining to this termination. 15. TERMINATION FOR CAUSE: In addition to all other remedies available to City, this Agreement shall be subject to cancellation by City for cause, should Vendor neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) calendar days' after receipt by Vendor of written notice of such neglect or failure. 16. INDEMNIFICATION: Vendor shall indemnify and hold harmless the City, its elected and appointed officers, agents, assigns and employees, consultants, separate Vendors, any of their subcontractors,or sub-subcontractors, from and against claims, demands,or causes of action whatsoever, and the resulting losses, damages, costs, and expenses, including but not limited to attorneys' fees, including paralegal expenses, liabilities,ties, damages, orders, judgments, or decrees, sustained bythe City arisin out of or resulting sulting from (A) Vendor's performance or breach of Agreement, (B) acts or omissions, negligence, recklessness, or intentional wrongful conduct by Vendor's, its agents, employees, subcontractors, participants, and volunteers, and (C) Vendor's failure to take out and maintain insurance as required under this Agreement. Vendor's shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits, or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs,judgments, and attorneys' fees which may issue thereon. The obligations of this section shall survive indefinitely regardless of termination of the Agreement. 17. INSURANCE: At the time of execution of this Agreement, Vendor shall provide the City with a copy of its Certificate of Insurance reflecting the insurance coverage required by the Master Agreement. The Certificate of Insurance shall name the City of Boynton Beach, and its officers, employees and agents as an additional insured. 18. LIMITATION OF LIABILITY: Notwithstanding any provision of the Agreement to which it is applicable, City shall not be liable or responsible to Vendor beyond the amount remaining due to Vendor under the Agreement,regardless of whether said liability be based in tort, contract, indemnity or otherwise; and in no event shall City be liable to Vendor for punitive or exemplary damages or for lost profits or consequential damages. 19. INDEPENDENT CONTRACTOR: The Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that Vendor is an independent contractor pursuant to the Agreement and shall not be considered the City's employee for any purpose. 5 20. COMPLIANCE WITH LAWS: Vendor hereby warrants and agrees that at all times material to the Agreement, Vendor shall perform its obligations in compliance with all applicable federal, state, and local laws, rules, and regulations, including section 501.171, Florida Statutes. Non-compliance may constitute a material breach of the Agreement. 21. ASSIGNMENT: In the event this Agreement and any interests granted herein shall be assigned, transferred, or otherwise encumbered, under any circumstances by Vendor, Vendor must gain prior written consent from City thirty (30) business days before such rs transfer. For purposes of this Agreement, any change of ownership of Vendor shall constitute an assignment that requires City's approval. Notwithstanding the foregoing, Vendor may, without City's consent, assign this Agreement in whole or in part as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets related to this Agreement. Vendor shall provide City written notice of any such corporate reorganization, consolidation, merger, or sale of substantially all of its assets related to this Agreement within thirty (30) calendar days of such event. 22. AGREEMENT SUBJECT TO FUNDING: The Agreement shall remain in full force and effect only as long as the expenditures provided for in the Agreement have been appropriated by the City Commission of the City of Boynton Beach in the annual budget foreach fiscalyear of this Agreement, and is subject to termination based on lack of g funding. Early termination by City due to loss of funding shall not obligate Vendor to refund any prepaid fees. 23. ENTIRE AGREEMENT.The Agreement, including the Master Agreement,sets forth the entire Agreement between the City and the Vendor with respect to the subject matter of this Agreement. This Agreement supersedes all prior and contemporaneous negotiations, understandings, and agreements, written or oral, between the parties. This Agreement may not be modified except by the parties' mutual agreement set forth in writing and signed by the parties. 24. SEVERABILITY. If any provision of this Agreement or application thereof to any person or situation shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, and the application of such provisions to persons or situations other than those as to which it shall have been held invalid or unenforceable, shall not be affected thereby, and shall continue in full force and effect, and be enforced to the fullest extent permitted by law. 25. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement, Vendor shall provide City with an affidavit attesting that the Vendor does not use coercion in accordance with Section 787.06 , Florida Statutes.13 for labor or services, ( ) 6 IN WITNESS OF THE FOREGOING,the parties have set their hands and seals the day and year first written above. CITY OF BOYNTON BEACH, FLORIDA W.W. G ' • INGER, 1 _C. yr- Ty Pens-. ! Mayor l • ( •_nature), Company / 1��,��1 (L:LS,tf ua Print Name of Authorized'Official Q\ ( J sae.s m6v tqe✓ Title l Approved as to Form: A1401 J. Yofirib Shawna G. Lamb, City Attorney (Corporate Seal) Attest/Authenticated: Attes --• Authenticated: `4/ S: 4 , (Signature), Witness Maylee D-Jests, City Clerk Print Name ��NTON B1% k .�QoRA' r-*.<49 . O % N4 2 7 EXHIBIT A OMNIA PARTNERS NO. 240078-01 MAINTENANCE REPAIR AND OPERATIONS (MRO) SUPPLIES, PARTS, EQUIPMENT, MATERIALS,AND RELATED SERVICES, BETWEEN THE CITY OF TUCSON AND W.W. GRAINGER, INC. 8 CITY OF ° AI TUCSON Contract No. 240078 - 01 Maintenance Repair and Operations (MRO) Supplies, Parts, Equipment, and Materials Vendor: W.W. Grainger, Inc. Table of Contents 1 . Vendor's Response to Intent to Negotiate/Best and Final Offer (BAFO) 2. City's Intent to Negotiate/BAFO Request 3. Vendor's Response to RFP No. 240078 4. RFP No. 240078 5. Insurance CITY OF * TUCSON 1. Vendor's Response to Intent to Negotiate/Best and Final Offer (BAFO) CITY OF Matthew Sage, NIGP-CPP, CPPB Procurement Manager pp TUC (520) 837-4137 S O N Matthew.Sage@tucsonaz.gov August 14, 2024 Sent this day via email: Ken.White@grainger.com Ken White National Government Sales Manager Grainger 100 Grainger Parkway Lake Forest, IL 33544-7925 RE: City of Tucson RFP No. 240078, Maintenance, Repair, and Operations (MRO) Supplies, Parts, Equipment, and Materials - Letter of Concurrence Dear Mr. White: Based upon the previous discussions and negotiations, this letter serves as a request for confirmation that the statements below represent your firm's best and final offer to the City of Tucson regarding the subject solicitation. Points of agreement not identified below are not included in the offer. In the event there is any disagreement with this document or if there is other information that must be included in the document, Grainger must specify such in a written response to this request. The following contract modifications/clarifications have been accepted and agreed to by the City of Grainger: 1. Best and Final Pricing: Pricing shall be as per the attached Price Page submitted by Grainger on May 31, 2024. 2. City of Tucson and OMNIA Partners Negotiated Terms and Conditions: The agreed upon Terms and Conditions for the City of Tucson and OMNIA Partners is attached to this letter. 3. Order of Precedence.: The order of precedence for documents shall be delineated in the following order: 1) Letter of Concurrence 2) Negotiated Terms and Conditions, Revised August 14, 2024 3) Best and Final Price Page submitted by Grainger on May 31, 2024 4) Grainger's response to City's Intent to Negotiate/Best and Final Offer (BAFO) 5) City's Intent to Negotiate/BAFO Request 6) Grainger's response to City's Request for Proposal (RFP) No. 240078 7) RFP No. 240078 This Letter of Concurrence is not an intent to award a contract and does not establish a contractual relationship between the firm and the City. 255 W. Alameda, 6th Floor, Tucson, AZ 85701 I Business Services Department - Procurement (520) 791-4217 I TTY (520) 791-2639 https://www.tucsonaz.gov/Departments/Business-Services-Department/Procurement CITY OF Matthew Sage, NIGP-CPP, CPPB Procurement Manager (520) 837-4137 im Tij N Matthew.Sage@tucsonaz.gov Please signify your concurrence by signing this document and returning to my attention via e-mail at Matthew.Sage@tucsonaz.gov on or before Thursday, August 15, 2024, at 5:00 p.m. local Arizona time. If you have any questions regarding this letter, please contact me via e-mail or via my direct phone at (520) 837-4137. Concurrence by W.W. Grainger, Inc.: Concurrence by City of Tucson: 8/15/2024 ,5'Cr 8/16/24 Authorized Signature Date Authorized Signature Date Ken White Matthew Sage Printed Name Printed Name Sincerely, Matthew Sage, NIGP-CPP, CPPB Procurement Manager Attachments: City of Tucson and OMNIA Partners Negotiated Terms and Conditions, Revised August 14, 2024, Price Page submitted by Grainger on May 31, 2024. 255 W. Alameda, 6th Floor, Tucson, AZ 85701 I Business Services Department - Procurement (520) 791-4217 I TTY (520) 791-2639 https://www.tucsonaz.gov/Departments/Business-Services-Department/Procurement CITY OF TUCSON CONTRACT Negotiated Terms and Conditions, Revised August 14, 2024 C. SCOPE OF WORK C.1.A.7 - WARRANTY Offeror shall warrant that all equipment and parts furnished in their offer are newly manufactured and free from defects for no less than one (1) year from the date the equipment is delivered or if installation is required, installed. In all instances, the Warranty period will begin no later than thirty (30) days following delivery of equipment or as otherwise mutually agreed upon. Warranty shall also guarantee accepted trade standards of quality, fitness for the intended uses, and conformance to specified specifications. Please see Grainger's City of Tucson technical response, Section 3. Services., iii., 8th Para. for additional Grainger Warranty Terms and Conditions. C.1.B.3 - DEFECTIVE PRODUCT All defective products shall be replaced and exchanged by the Contractor. The cost of transportation, unpacking, inspection, re-packing, re- shipping or other like expenses shall be paid by the Contractor. All replacement products must be received by the City within seven (7) days of initial notification or a mutually agreed upon timeframe. C.1.B.4 - PRICING Market Basket product Prices and category contract discounts shall remain firm and will include all charges that may be incurred in fulfilling requirement(s) for the twelve- month period following contract award. Where applicable, Contract pricing shall be determined by applying Offerors discounts to Offeror's Contract Reference Price ("CRP"), i.e., contract catalog list price, at time of purchase. G. SPECIAL TERMS AND CONDITIONS G.2 - FOB DESTINATION FREIGHT PREPAID Prices shall be FOB Destination. Standard ground freight shipments paid by Contractor on all catalog product orders to the delivery location designated. All other freight charges imposed by freight carrier related to shipment of oversize, special handling, expedited or hazmat product(s) are paid by City/Member. Contractor shall retain title and control of all goods until they are delivered and the Contract of coverage has been completed. All risk of transportation shall be the responsibility of the Contractor. All claims for visible or concealed damage shall be filed by the Contractor. The City/Member will assist the Contractor in arranging for inspection. G.3 - FEDERAL TRANSIT ADMINISTRATION (FTA) REQUIREMENTS Any contract awarded pursuant to this solicitation will contain the FTA Terms and Conditions listed in the corresponding attachment titled, "FTA Terms, Conditions and Certifications". Contractor shall be notified when federal funds will be used to procure product under the terms of this Contract and shall be afforded a reasonable period of time to assess whether Contractor can comply with federal terms applicable to the procurement. G.4 - PRICE ADJUSTMENT At least 60 (sixty) days before the end of the Contract first year and every subsequent Contract anniversary, Contractor may submit to the Contract Officer a request for price adjustments to Contractor's Market Basket offering. Based on documented increased Contractor costs, and the City may, at its discretion, make price adjustments, which will take effect on the Contract anniversary date and shall apply during the course of the subsequent Contract year. extension term. If Contract price adjustments are not approved, Contractor may, at its sole discretion, remove product from its Contract Market Basket offering. I. STANDARD TERMS AND CONDITIONS 1.20 - INDEMNIFICATION To the fullest extent permitted by law, Contractor, its successors, assigns and guarantors, will indemnify, defend, and hold harmless the City and its officials, employees, volunteers, and agents, from and against all third-party allegations, demands, proceedings, suits, actions, claims (including but not limited to claims of patent, trademark, or copyright infringement), liability, damages, losses, expenses (including but not limited to attorney fees and court costs, including the cost of appellate proceedings, and all claim-adjusting- and-handling expenses) or disbursements of any kind or nature, that may be asserted against, imposed on, or incurred by any of them, in any way relating to or to the extent arising from any actions, errors, mistakes or omissions of Contractor or any subcontractor or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable relating to work, services and/or products provided under this Contract. 1.30 - FINANCIAL RECORDS AND AUDITS A. Financial Controls and Accounting Records. Contractor will exercise internal controls over all financial transactions related to this Contract in accordance with sound fiscal policies. Contractor will maintain books, records, documents, and other evidence directly pertinent to the performance this Contract in accordance with generally accepted accounting principles and practices consistently applied, and other local, state or federal regulations. B. Retention Period. Contractor will maintain those records, together with related or supporting documents and information, at all times during the term of this Contract and for a period of 3 years after its expiration or termination. C. Audits. Upon written notice from City, Contractor will obtain and provide to City a contract- specific or general financial audit. The notice from City will specify the period to be covered by the audit, the type of audit and the deadline for completion and submission of the audit results to City. The audit must be performed by a qualified, independent accounting firm or equally as qualified Contractor internal audit resources and include Contractor's responses, if any, to any audit findings. D. Access to Books and Records. The City and its authorized representatives may, with advance written notice to Contractor, during the term of this Contract or thereafter during the above retention period, inspect and audit Contractor's books and records that relate to its operations under this Contract as well as those kept by or under the control of its agents, assigns, successors and subcontractors. The Contractor will, at its expense, make such books and records available for such inspection and audit during normal business hours at Contractor's office, place of business, or other agreed-upon location, or will provide copies by mail or electronically. The City may, as part of its examination, make copies of, or extracts from, all such books and records (in whatever form they may be kept, whether written, electronic, or other). E. Result of Audit. If, as a result of such audit, Contractor is liable to the City for the payment of any sum, Contractor will pay such sum to the City once Contractor is afforded a reasonable amount of time to validate City audit findings. The City's audit rights will survive the expiration or termination of this Contract. F. Subcontractors and Assigns. Contractor will include these requirements in every agreement with any agent, assign, successor, and subcontractor who provides construction, professional design services, or other goods or services under this Contract. OMNIA PARTNERS AGREEMENT PPA ATTACHMENT F- EXHIBIT A SUBSECTION 1.4., AWARD BASIS., 2ND PARAGRAPH All signed Supplemental Agreements and purchase orders issued and accepted by the Supplier may survive expiration or termination of the Master Agreement. Participating Agencies' purchase orders may exceed the term of the Master Agreement if the purchase order is issued prior to the expiration of the Master Agreement. All Supplemental Agreements may have a full potential term (any combination of initial and renewal periods) not to exceed expiration or termination of the Master Agreement . Supplier is responsible for reporting all sales and paying the applicable Administrative Fee for sales that use the Master Agreement as the basis for the purchase order, provided the purchase order was accepted by the Supplier prior to expiration or termination of the Master Agreement. SUBSECTION 1.5., OBJECTIVES OF COOPERATIVE PROGRAM This RFP is intended to achieve the following objectives regarding availability through OMNIA Partners' cooperative program: A. Provide a comprehensive competitively solicited and awarded national agreement offering the Products covered by this solicitation to Participating Public Agencies; B. Establish the Master Agreement as one of the Supplier's primary go to market strategy to Public Agencies nationwide; SECTION 2.0., REPRESENTATIONS AND COVENANTS, SUBSECTION 2.1., CORPORATE COMMITTMENT Supplier commits that (1) the Master Agreement has received all necessary corporate authorizations and support of the Supplier's executive management, (2) the Master Agreement is one of Supplier's primary "go to market" strategyies for Public Agencies, (3) the Master Agreement will be promoted as one of Supplier's "go to market" strategies to all Public Agencies, including any existing customers, and Supplier will transition existing customers, upon their request, to the Master Agreement, and... SECTION 2.0., REPRESENTATIONS AND COVENANTS, SUBSECTION 2.2, PRICING COMMITMENT Supplier commits the not-to-exceed pricing provided under the Master Agreement pricing is its lowest available (net to buyer) to Participating Public Agencies, absent Participating Agency pricing, discounts and incentives tailored to meet Participating Public Agency customer MRO product and related service needs. SECTION 2.0., REPRESENTATIONS AND COVENANTS, SUBSECTION 2.3., SALES COMMITMENT Supplier commits to aggressively market the Master Agreement as one of its go to market strategies in this defined sector and that its sales force will be trained, engaged and committed to offering the Master Agreement to Public Agencies through OMNIA Partners nationwide. Supplier commits that all Master Agreement sales will be accurately and timely reported to OMNIA Partners in accordance with the OMNIA Partners Administration Agreement. Supplier also commits its sales force will be compensated, including sales incentives, for sales to Public Agencies under the Master Agreement in a consistent or better manner compared to sales to Public Agencies if the Supplier were not awarded the Master Agreement. SECTION 3.0., SUPPLIER RESPONSE, SUBSECTION 3.3., A.i., MARKETING AND SALES A. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as one of supplier's primary go to market strategies for Public Agencies to supplier's teams nationwide, to include, but not limited to: i. Executive leadership endorsement and sponsorship of the award as one of the public sector go-to-market strategies within first 10 days... SECTION 3.0., SUPPLIER RESPONSE, SUBSECTION 3.3., C., MARKETING AND SALES Describe how Supplier will transition any existing Public Agency customers' accounts to the Master Agreement available nationally through OMNIA Partners. SECTION 3.0., SUPPLIER RESPONSE, SUBSECTION 3.3., E.ii., MARKETING AND SALES Confirm Supplier will be proactive in direct sales of Supplier's goods and services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners. All sales materials are to use the OMNIA Partners logo. At a minimum, the Supplier's sales initiatives should communicate: ii. Pricing, discounts, and incentives tailored to meet Participating Public Agency customer MRO product and related service needs. SECTION 3.0., SUPPLIER RESPONSE, SUBSECTION 3.3., J. MARKETING AND SALES State the amount of Supplier's Public Agency sales for the previous fiscal year and percent of total prior year sale. SECTION 3.0., SUPPLIER RESPONSE, SUBSECTION 3.3., L., MARKETING AND SALES Provide the Contract Sales (as defined in Section 10 of the National Intergovernmental Purchasing Alliance Company Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement ("Guaranteed Contract Sales"). $ .00 in year one $ .00 in year two $ .00 in year three Supplier does not guarantee minimum Contract Sales, but affirms it will perform in accordance with terms and conditions while promoting this Contract as one of its "go to market" strategies to Public Agencies, including existing customers. SECTION 3.0., SUPPLIER RESPONSE, SUBSECTION 3.3., M., MARKETING AND SALES Even though it is anticipated many Public Agencies will be able to utilize the Master Agreement without further formal solicitation, there may be circumstances where Public Agencies will issue their own solicitations. The following options are available when responding to a solicitation for Products covered under the Master Agreement. i. Respond with Master Agreement pricing (Contract Sales reported to OMNIA Partners). II - ii. If competitive conditions require Supplier may respond with lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales are reported as Contract Sales to OMNIA Partners under the Master Agreement. PPA ATTACHMENT F- EXHIBIT C MASTER INTERGOVERNMENTAL COOP PURCHASING AGREEMENT, EXAMPLE; EXHIBIT C, SUBSECTION 8 The Procuring Party shall now use this Agreement as a method for obtaining additional concessions or reduced prices for purchase of similar products or services outside of the Master Agreement. Master Agreements may be structured with not-to-exceed pricing, in which cases the Supplier may offer the Procuring Party and the Procuring Party may accept lower pricing or additional concessions for purchase of Products through a Master Agreement. PPA ATTACHMENT F- EXHIBIT F EXHIBIT F., TO WHOM IT MAY CONCERN Participating Agencies may elect to use federal funds to purchase under the Master Agreement. Contractor shall be notified when federal funds will be used to procure product under the terms of this Contract and shall be afforded a reasonable period of time to assess whether Contractor can comply with federal terms applicable to the procurement. This form should be completed and returned. EXHIBIT F., SIGNATURE BLOCK Offeror agrees to comply with all federal, state, and local laws, rules, regulations and ordinances, as applicable. It is further acknowledged that offeror certifies compliance with all provisions, laws, acts, regulations, etc. as specifically noted above, provided, Contractor shall be notified when federal funds will be used to procure product under the terms of this Contract and shall be afforded a reasonable period of time to assess whether Contractor can comply with federal terms applicable to the procurement. EXHIBIT F., SIGNATURE BLOCK FOLLOWING SUBSECTION 10. CLEAN WATER STATE REVOLVING FUNDS Offeror agrees to comply with all terms and conditions outlined in the FEMA Special Conditions section of this, provided, Contractor shall be notified when federal funds will be used to procure product under the terms of this Contract and shall be afforded a reasonable period of time to assess whether Contractor can comply with federal terms applicable to the procurement. FTA TERMS AND CONDITIONS.PDF., PAGE 55-57/63 Certifications. Contractor shall be notified when federal funds will be used to procure product under the terms of this Contract and shall be afforded a reasonable period of time to assess whether Contractor can comply with federal terms applicable to the procurement. CITY OF A4' TUCSON .;. 2. City's Intent to Negotiate/BAFO Request CITY OF LETTER OF INTENT TO TUCSON NEGOTIATE May 22, 2024 Sent this day via email: Ken.White@grainger.com Ken White National Government Sales Manager Grainger 100 Grainger Parkway Lake Forest, IL 33544-7925 RE: City of Tucson RFP #240078; Maintenance, Repair, and Operations (MRO) Supplies, Parts, Equipment, and Materials - Intent to Negotiate Dear Mr. White: The City of Tucson has completed the evaluation of submittals received in response to the subject solicitation. Based upon the recommendation of the evaluation committee,the City is inviting your firm to enter negotiations. Specifically, the City requests the following: 1. The City accepts the following terms and conditions from your Proposal / Letter of Clarification and Exception: a. Request for Proposal, Section C., Scope of Work, Subsection C.1.B.3 Defective Product. b. Request for Proposal, Section C., Scope of Work, Subsection C.1.B.4 Pricing. c. Request for Proposal, Section G., Special Terms and Conditions, Subsection G.3, Federal Transit Administration (FTA) Requirements. d. Request for Proposal, Section G., Special Terms and Conditions, Subsection G.4, Price Adjustment. 2. At this time, the City requests additional clarification and justification on the following exceptions, at this time, the City has not accepted the following: a. Request for Proposal, Section C., Scope of Work, Subsection C.1.A.7. Warranty. b. Request for Proposal, Section G., Scope of Work, Subsection G.2., FOB Destination Freight Prepaid. c. Request for Proposal, Section I, Special Terms and Conditions, Subsection 1.20., Indemnification. d. Request for Proposal, Section I., Special Terms and Conditions, Subsection I.30.E., Financial Records and Audits. 3. The City will defer to Omnia Partners for Exceptions related to the PPA Attachment F - Exhibit A - Response for National Cooperative Contract. 4. The City will defer to Omnia Partners for Exceptions related to the PPA Attachment F - Exhibit B - Administration Agreement, Example 5. The City will defer to Omnia Partners for Exceptions related to the PPA Attachment F — BUSINESS SERVICES DEPARTMENT SHARED SERVICES—PROCUREMENT CITY HALL•255 W.ALAMEDA•P.O.BOX 27210 •TUCSON,AZ 85726-7210(520)791-4217•FAX(520) 791-4735 •TTY(520)791-2639 www.tucsonprocurement.com CITY OF TUCSON LETTER OF INTENT TO NEGOTIATE Exhibit C - Master Intergovernmental Coop Purchasing Agreement, Example 6. The City will defer to Omnia Partners for Exceptions related to the PPA Attachment F - Exhibit F - Federal Funds Certifications 7. The City requests a Best and Final response to the Pricing. Please complete the attached Price Page. This Notice of Intent to Negotiate is not an intent to award a contract and does not establish a contractual relationship between the firm and the City. In the event that the City is not able to negotiate a satisfactory contract with the firm, the City will terminate negotiations. Please submit a written response to my attention via e-mail to Matthew.Sage@tucsonaz.gov onor before May 31' 2024, at 4:00 p.m. Please contact me via e-mail or at (520) 837-4081 with questions regarding the items above. Sincerely, Matthew Sage, NIGP-CPP, CPPB Procurement Manager Business Services Department Cc: Omnia Partners Attachments: Three (3) Grainger Exceptions Exceptions Matrix Best and Final Price Proposal BUSINESS SERVICES DEPARTMENT SHARED SERVICES—PROCUREMENT CITY HALL•255 W.ALAMEDA•P.O. BOX 27210 •TUCSON,AZ 85726-7210(520)791-4217•FAX(520) 791-4735•TTY(520)791-2639 www.tucsonprocurement.com CITY OF WI TUCSON 3. Vendor's Response to RFP 240078 iiii1 3 ''.. r ._ - t -1 _ -- �. 1 _ 1.1 Jnir. i ' i i_:44„;_0-...._,..:.-: II III .11Il 1 II i VIII. .' • mow[ ICS. r�• •rrrr-•nnrr• u. _ 90100 I A. 11 [,lil 1,.1 is RIM1 rr�rru .nn... try �ti . 1 1114• _Wtp n.. .:::: .. �. r........ - J .•un•u . .unn -.• -- r3 — ,�,, 1.. .r,rrlpr• , Iii _["" : 1 fir _ ._ __ nrr e. Smm -. City of Tucson Maintenance Repair & Operations (MRO) Supplies, Parts, Equipment Supplies and Solutions & Materials for Every Industry REQUEST FOR PROPOSAL #240078 SUBMITTED BY: Ken White National Government Sales Manager W.W. Grainger, Inc. Ken.White@grainger.com 720-988-7669 RAINGER G March 28, 20241 1"' FOR THE ONES WHO GET IT DONE GRAINGER.COM 1.800.GRAINGER CITY OF TUCSON CITY OF TUCSON REQUEST FOR PROPOSAL 240078 MAINTENANCE REPAIR AND OPERATIONS (MRO) SUPPLIES, PARTS, EQUIPMENT, AND MATERIALS Due Date: Thursday, March 28, 2024 City of Tucson 255 W Alameda St Tucson, AZ 85701 Procurement portal https://secure.procurenow.com/portal/tucson-az Public Portal https://secure.procurenow.com/portal/tucson- az/projects/62080 PUBLISH DATE: February 7, 2024 CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 2 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 Attachments: A - OFFER_AND_ACCEPTANCE_RFP E - RFP 240078_Attachment E_OMN IA Final G - FTA TERMS AND CONDITIONS H - 240078, Attachment H, Price Page CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 3 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W. ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 A. NOTICE A.1. CITY OF TUCSON NOTICE OF REQUEST FOR PROPOSAL NO 240078 TITLE: Maintenance Repair and Operations (MRO) Supplies, Parts, Equipment, and Materials SUBMITTAL DUE DATE: Thursday, March 28, 2024 AT 2:00 P.M. LOCAL AZ TIME PRE-SUBMITTAL CONFERENCE DATE: Tuesday, February 20, 2024 TIME: 10:00 am LOCAL AZ TIME LOCATION: MICROSOFT TEAMS VIRTUAL MEETING Meeting ID: 245 258 888 266 Passcode: S5V3ke Or call in (audio only) +1 213-293-2303„535442474# United States, Los Angeles Phone Conference ID: 535 442 474# QUESTIONS SHALL BE DIRECTED TO: Matthew Sage (520) 837-4081 matthew.sage@tucsonaz.gov Posted Date: Wednesday, February 7, 2024 Competitive sealed offers for the material or service specified in this solicitation must be submitted through the City's online bidding system. No late submitted offer will be accepted or considered. Reponses submitted in physical form or by facsimile or email will not be considered. Offerors are cautioned to commence the submittal process sufficiently ahead of time to allow for unanticipated delays resulting from things like a slow internet connection, internet outage, difficulty uploading large documents, differing system requirements, etc. Questions about this solicitation must be addressed to the responsible Contract Officer listed herein. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 4 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 B. INTRODUCTION B.1. Summary The City of Tucson is requesting proposals from qualified and experienced firms to provide MAINTENANCE, REPAIR AND OPERATIONS (MRO) SUPPLIES, PARTS, EQUIPMENT, MATERIALS AND RELATED SERVICES. The City of Tucson requires a contractor who provides a diverse and extensive supply of MRO products and services for delivery to various locations in the Tucson metropolitan area and for pickup at local storefronts. Requirements and qualifications are defined in detail in the Scope of Services Section of this Request for Proposal (RFP). The City seeks a firm that can supply the specified services, supplies, parts, equipment and materials and related services. B.2. Contact Information Matthew Sage Procurement Manager Email: matthew.sage c(�tucsonaz.gov Phone: (520) 837-4081 Department: Business Services B.3. Timeline CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 5 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 Release Project Date February 7, 2024 Pre-Proposal Meeting (Mandatory) February 20, 2024, 10:OOamhttps://teams.microsoft.com/I/meetup- join/19%3ameeting ODc2OWYzYmQtZGIyNiO 0YWY2LTIjMjYtYTMyZWY1 NjhhYjA2%40threa d.v2/0?context=%7b%22Tid%22%3a%22d21 e 59ec-c208-43e b-a of 1- cf06d9a 196e0%22%2c%22Oid%22%3a%221 d ce 1 b86-387e-4e62-b 197- 798ed 1 fc7c55%22%7d Question Submission Deadline March 7, 2024, 4:00pm Proposal Submission Deadline March 28, 2024, 2:00pm CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 6 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W. ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 C. SCOPE OF WORK C.1. General Requirements A. GENERAL REQUIREMENTS 1 . QUALIFIED FIRMS: Offerors should meet the minimum qualifications: a. Have a strong national presence in the MRO supply industry. b. Have a distribution model capable of delivering products nationwide. c. Have a demonstrated sales presence. d. Be able to meet the minimum requirements of the cooperative purchasing program detailed herein. e. Be able to provide the full range of products, equipment, parts, materials and services to meet the demands of the City and all agencies that opt to participate in the cooperative purchasing program with the City. 2. USAGE REPORT: The Contractor shall provide an electronic copy of a usage report upon request to the Agency Department of Procurement. The report shall provide complete information on the items purchased under this Contract. The Contractor should be able to provide a usage report by department. At a minimum for each item sold, the report should list the manufacturer name, model number, part number, item description, quantity sold, and total spend by department, division, ordering entity, etc. 3. EQUIPMENT/RECALL NOTICES: In the event of any recall notice, technical service bulletin, or other important notification affecting equipment purchased from this contract, a notice shall be sent to the Contract Representative. It shall be the responsibility of the contractors to assure that all recall notices are sent directly to the agencies Contract Representative. 4. WAREHOUSING, DISTRIBUTION AND SALES FACILITIES: The product specified in this solicitation is dependent upon an extensive manufacturer-to-customer supply chain distribution system. To be considered for award, each potential contractor is required to provide proof of an extensive distribution system. 5. DELIVERY: For City of Tucson purchases, MRO supplies shall be delivered to various City of Tucson stores locations and non-stores locations. All deliveries shall be made Monday through Friday from 8:00 a.m. to 3:00 p.m., Arizona Standard Time. 6. CATALOGS: Within 10 days after contract award, Contractor must submit complete price lists and catalogs of their product line in hard copy or on CD. Upon request from a using agency, Contractor shall provide, at no cost, these catalogs and price lists. An accessible public website that contains a downloadable catalog and price list or an interactive web catalog and price list maybe provided in lieu of the above hard copy requirement. 7. WARRANTY: Offeror shall warrant that all equipment and parts furnished in their offer are newly manufactured and free from defects in material and workmanship for no less than one (1) year from the date the equipment is delivered or installed. Warranty shall also CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 7 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON, AZ 85701 PH: (520)837-4081 guarantee accepted trade standards of quality, fitness for the intended uses, and conformance to promises or specified specifications. No other express or implied warranty shall eliminate the vendor's liability as stated herein. B. PRODUCT REQUIREMENTS: 1 . PRODUCTS: A complete and comprehensive line of quality made MRO supplies to support the daily maintenance, repair and operations functions of the agency. The categories include but are not limited to the following. a. Motors and Power Transmission- General, Definite Purpose and HVAC motors, gear motors, bearings, V-belts and accessories. b. Electrical Supplies — Distribution, controls, wire, cable, voice & data and supplies. c. Lighting — Lamps, ballasts, fixtures, task lighting, flashlights and batteries. g 9 d. Tools — Hand, power, outdoor and automotive tools and tool storage. e. Measuring Tools & Test Instruments — Calipers, gauges, inspection, micrometers and multimeters. f. Pneumatic — Pneumatic tools and system components, air compressors and hydraulics. g. Machining and Cutting Tools — Drill bits, taps, dies, blades, counterbores, countersinks and abrasives. h. Material Handling, Storage and Packaging — Ladders, hoists, shelving, storage, furniture, packaging, casters, cart, trucks and drums. i. Welding — Welding equipment and supplies. j. Fasteners and Adhesives — Nuts, bolts, washers, screws, hooks, flat stock, raw materials (metal, rubber, plastic), glue and cement. k. Lubricants, Sealants and Paint - Grease, oil, penetrates sealants, caulk and paint. I. Safety and Security Supplies — Spill containment, storage, fire protection, person protective equipment, instrumentation, signs, labels, tags and security. m. Cleaning Equipment and Supplies — Chemicals, equipment, restroom, paper, waste containers, cleaning. n. HVAC Supplies — Controls, heaters, air conditioning, air treatment, fans, ventilators and blowers. o. Pumps and Plumbing — Submersible, centrifugal, water system and positive displacement pumps, pipe, valves, fittings, heaters, coolers, filtration and faucets. p. Emergency Preparedness — Sandbags, first-aid supplies, disaster recovery products etc. q. Other Categories 2. CURRENT PRODUCTS: All products being offered in response to this solicitation shall be in current and ongoing production; shall be formally announced for general marketing CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 8 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 purposes; shall be a model or type currently functioning in a user (paying customer) environment and capable of meeting or exceeding all specifications and requirements set forth in this solicitation. 3. DEFECTIVE PRODUCT: All defective products shall be replaced and exchanged by the Contractor. The cost of transportation, unpacking, inspection, re-packing, re-shipping or other like expenses shall be paid by the Contractor. All replacement products must be received by the City within seven (7) days of initial notification. 4. PRICING: Prices/discounts shall remain firm and will include all charges that may be incurred in fulfilling requirement(s) for the twelve-month period following contract award. Where applicable, pricing shall be determined by applying Offerors discounts to the prices listed on their manufacturer's price lists, retail price sheets, catalogs or by utilizing the reduced net pricing schedule. 5. SALES PROMOTIONS: In addition to decreasing prices for the balance of the Contract term due to a change in market conditions, a Contractor may conduct sales promotions involving price reductions for a specified lesser period. Contractor offer Participating Public Agencies competitive pricing which is lower than the not-to-exceed price set forth herein at any time during the Contract term and such lower pricing shall not be applied as a global price reduction under the Contract. 6. COMPLETE PRODUCT OFFERING/BALANCE OF LINE: Each Contractor awarded an item under this solicitation may offer their complete product and service offering/balance of line. C. SERVICE REQUIREMENTS: The City is interested in evaluating the following categories of value-add services for inclusion in this contract. The categories include, but are not limited to, the following. 1. Sourcing: a. from non-catalog suppliers, b. of line card extensions of catalog suppliers, c. for custom products, and d. or OEM repair parts and accessories. 2. Software Punch Out: The capability of your electronic ordering system to interface with an agencies inventory software system. 3. Installation, Repair, Maintenance and Turn-Key Solutions and Services: The ability to provide installation, repair, maintenance and turn-key solutions and services through Contractors business units, authorized manufacturer's facilities or other avenues. 4. Inventory Solutions: Provide inventory management solutions for stock rooms, warehouses, mobile service vehicles, emergency preparedness supplies, and supply vending machines. 5. Small Business Program: The ability to incorporate small business enterprises into your distribution, sales and product offerings. 6. Green/Sustainability Program: CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 9 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 a. Policies: Efforts and policies pertaining to green and sustainability. b. Products: Impact on product offerings. c. Distribution: Impact in distribution. d. Recycling of Lamps: The ability to recycle lighting and electronic products. e. Lighting and Energy Audits: The ability to perform lighting and energy audits. f. Certifications: The industry recognized certifications and standards obtained. 7. Training & Education: The abilitytoprovide on-site and/or online trainingand educational programs/seminars. 8. Customer Support Services: The policies on replacements, returns, restocking charges, after hours service, after sales support, out of stock, order tracing, technical feedback, quality assurance for orders and drop shipments. 9. Consulting Services: Consulting and analysis of above listed services and solutions, as well as other value-add services not included above. 10.Other Services: Other value-add services not included in above categories. C.2. National Cooperative Contract - OMNIA Partners The City of Tucson, AZ, as the Principal Procurement Agency, defined in ATTACHMENT E, has partnered with OMNIA Partners, Public Sector ("OMNIA Partners") to make the resultant contract (also known as the "Master Agreement" in materials distributed by OMNIA Partners) from this solicitation available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit ("Public Agencies"), through OMNIA Partners' cooperative purchasing program. The City of Tucson, AZ is acting as the contracting agency for any other Public Agency that elects to utilize the resulting Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners (a "Participating Public Agency") and by using the Master Agreement, any such Participating Public Agency agrees that it is registered with OMNIA Partners, whether pursuant to the terms of a Master Intergovernmental Cooperative Purchasing Agreement, a form of which is attached hereto on ATTACHMENT E, or as otherwise agreed to. ATTACHMENT E contains additional information about OMNIA Partners and the cooperative purchasing program. OMNIA Partners is the largest and most experienced purchasing organization for public and private sector procurement. Through the economies of scale created by OMNIA Partners public sector subsidiaries and affiliates, National IPA and U.S. Communities, our participants now have access to more competitively solicited and publicly awarded cooperative agreements. The lead agency contracting process continues to be the foundation on which we are founded. OMNIA Partners is proud to offer more value and resources to state and local government, higher education, K-12 education and non-profits. OMNIA Partners provides shared services and supply chain optimization to government, education and the private sector. With corporate, pricing and sales commitments from the Contractor, OMNIA Partners provides marketing and administrative support for the Contractor that directly promotes the CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 10 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 Supplier's products and services to Participating Public Agencies through multiple channels, each designed to promote specific products and services to Public Agencies on a national basis. Participating Public Agencies benefit from pricing based on aggregate spend and the convenience of a contract that has already been advertised and publicly competed. The Contractor benefits from a contract that generally allows Participating Public Agencies to directly purchase goods and services without the Supplier's need to respond to additional competitive solicitations. As such, the Contractor must be able to accommodate a nationwide demand for services and to fulfill obligations as a nationwide Contractor and respond to the OMNIA Partners documents (ATTACHMENT E). Although the scope of work reflects the needs and requirements of the City of Tucson, OMNIA Partners Participating Agencies may have different requirements. The awarded vendor will have the ability to offer their comprehensive product line nationally. Participants may elect to negotiate certain terms to conform to their purchasing and contracting requirements. The City of Tucson anticipates spending approximately $4 million over the full potential Master Agreement term for MRO Supplies and Related Services. While no minimum volume is guaranteed to the Contractor, the estimated annual volume of MRO Supplies and Related Services purchased under the Master Agreement through OMNIA Partners Public Sector is approximately $250 million. This projection is based on the current annual volumes among the City of Tucson, other Participating Public Agencies anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marketing approach between the Contractor and OMNIA Partners. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 11 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 D. INSTRUCTIONS TO OFFERORS D.1. DEFINITION OF KEY WORDS USED IN THE SOLICITATION For purposes of this solicitation and any subsequent contract, the following terms have the meanings set forth below: City:The City of Tucson, Arizona Contract:The legal agreement(s) executed between City and the Successful Offeror(s). The Contract will be deemed to include all the conditions and requirements set forth in this solicitation and any Addenda to the solicitation, all the Special Terms and Conditions and Standard Terms and Conditions, and all the terms of the Offer submitted by Offeror as finally negotiated and accepted by the City. Contractor/Consultant:A Successful Offeror that enters into a Contract with the City. Contract Representative:The City employee or employees who have been designated to act as the City contact for this solicitation process and who are responsible for monitoring and overseeing the Contractor's performance under the Contract. Business Services Director:The contracting authority for the City, authorized to sign contracts and addenda thereto on behalf of the City. May: Indicates something that is not mandatory but permissible. May not:The indicated party is prohibited from taking the action. Must: The action or condition is required. Offer:Any proposal, statement of qualifications, bid, or other submission provided by an Offeror in response to this Solicitation. Offeror: Each individual or entity that submits an Offer in response to this solicitation. Successful Offeror: An Offeror who received a Notice of Award or a Notice of Intent to Award from the City. Will:The indicated party is promising to take the action or abide by the condition. D.2. PRE-SUBMITTAL MEETING A Pre-Submittal Meeting will be held at the date and time stated on the cover page of this solicitation, if such a date and time is provided. Attendance at this meeting is not mandatory, but written minutes and/or notes regarding the meeting will NOT be provided, so attendance is encouraged. The purpose of this meeting will be to clarify the contents of this solicitation in order to prevent any misunderstanding of the City's position. D.3. INQUIRIES Any questions about this solicitation or the proposed Contract must be presented at the Pre-Submittal Meeting, if there is one (see above), or submitted in writing, via email, or through the online bidding system, to the Contract Officer by the Question Submission Deadline. The email must refer to the solicitation number and the paragraph number of the provision that the question concerns. The Contract CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 12 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA,6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 Officer may respond by email or may, if they deem it appropriate, address the question in a solicitation addendum or response through the question and answer portal in the online bidding system. Offeror may not rely on oral interpretations or clarifications about the solicitation; only questions answered in an email by the Contract Officer, posted through the online bidding system, or posted as a formal solicitation addendum will be binding. D.4. ADDENDUM OF SOLICITATION Solicitation Addenda will be posted on the City's link to the online bidding website. Offeror is responsible for checking the webpage regularly for new solicitation addenda and must acknowledge each addendum to this solicitation in its submittal. Please note that vendors who have registered with the Business Services Department at https://procurement.opengov.com/portalucson-az and follow the City of Tucson will receive email notifications of solicitation addenda. D.5. UNDERSTANDING SCOPE OF WORK Before submitting an Offer to this solicitation, Offeror must familiarize itself with the Scope of Work, laws, regulations, physical conditions, and other factors affecting the obligations — including the expense and difficulty of fulfilling those obligations—that Offeror will have under the Contract if awarded to Offeror. No adjustment to the financial or other terms of the Contract will be justified by Offeror's failure to fully understand or appreciate the Contract requirements or other factors affecting Contract performance. D.6. PREPARATION OF OFFER A. Form and Organization. If Offer forms are included in this Solicitation, Offeror's Submittal must be on those forms. Supporting documentation must be arranged in a manner that follows and clearly refers to corresponding sections of the solicitation. Offeror may copy the submittal forms in order to complete them electronically but may not alter or rearrange them or change any paragraph designations. B. Confidential Information. Any information in its submittal that Offeror wishes to be treated as confidential must be clearly marked "CONFIDENTIAL." C. Offer Contents. Offeror's submittal must contain responses to all sections of this solicitation, any Offer forms provided must be completed and any requested supporting documentation must be attached. D. Signatures. Offeror must include in their submittal signed copies of the Offer and Acceptance page. Any cover letter accompanying the proposal documents must be signed. Offeror must initial each erasure, interlineation or other modification in the submittal. The person signing and initialing on behalf of Offeror must be a person authorized to legally bind Offeror. E. Prices. Where a unit price is provided it will govern over any erroneous extension of the price. F. Time Periods. Periods of time, stated as a number of days, will be calendar days unless specifically stated otherwise. G. Accuracy. Mistakes in preparation of its submittal confers on Offeror no right to modify or withdraw its submittal after the Submittal Deadline. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 13 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA,6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 H. Cost of Preparation. The City will not reimburse Offeror for the cost of developing, presenting, submitting or providing any response to this solicitation. I. Subcontractors. Offeror must, in their submittal, list any subcontractors that it will utilize in the performance of the Contract if they are awarded the Contract and must describe their qualifications in detail. J. Incomplete Information. Failure to include all requested information may have a negative impact on the evaluation of Offeror's submittal. D.7. PAYMENT DISCOUNTS Payment discount periods shall be computed from the date of receipt of the material/service or correct invoice, whichever is later, to the date City's payment warrant is mailed. Unless freight and other charges are itemized, any discount provided shall be taken on full amount of invoice. Payment discounts of twenty-one calendar days or more shall be deducted from the proposed price in determining the price points. However, the City shall be entitled to take advantage of any payment discount offered by a vendor provided payment is made within the discount period. The payment discount shall apply to all purchases and to all payment methods. D.8. TAXES The City is exempt from federal excise tax, including the federal transportation tax, but is not exempt from any other taxes, including state and local sales and excise taxes. D.9. EXCEPTIONS TO CONTRACT PROVISIONS By submitting an offer in response to this solicitation, Offeror is offering to enter into the Contract with the City. If Offeror wishes to modify any Contract terms and conditions, Offeror must, in its Offer, clearly identify the changes it is requesting. No requested modification will be deemed accepted by the City unless and until the City's Business Services Director or their designee expressly accepts it in writing. D.10. PUBLIC RECORD Any documents submitted by Offeror in response to this solicitation will become the property of the City. Except as set forth below with respect to Confidential Information, the Submittal will be deemed to be a public record available for review by the public after the award notification. D.11. CONFIDENTIAL INFORMATION The City is obligated to abide by the Arizona Public Records Law, A.R.S. §§ 39-101 through 39-161. If Offeror believes that any portion of its Offer, specification, protest or correspondence contains information that is confidential and subject to being withheld from disclosure in the event that the City receives a public records request to which the record is responsive, Offeror must, when the record is submitted, provide the Contract Officer written notification of that fact. The records or portions of records that Offeror wishes to be treated as confidential must also be clearly marked "CONFIDENTIAL" on their face. Pricing will not be treated as confidential. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 14 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 If the City, after award notification, receives a public-records request the scope of which includes a document submitted by Offeror and marked "CONFIDENTIAL", the Contract Officer will make a written determination regarding whether the document will be provided to the requestor. If the Contract Officer determines that the document should be released, City will notify Offeror in writing. Unless Offeror, within 10 days after the date of that notice, obtains and provides to City an order from a court of competent jurisdiction prohibiting the City from releasing the documents, the City may release the documents without any liability to Offeror. D.12.WHEN AND HOW TO SUBMIT OFFERS In order to be considered, Offeror must, no later than the Offer Submittal Deadline, submit its Offer electronically through the City's online bidding system: https://procurement.openqov.com/portalucson- az. NOTE: THE ENTIRE OFFER MUST BE IN ""SUBMITTED"" STATUS IN THE CITY'S ONLINE BIDDING SYSTEM IN ORDER TO BE CONSIDERED. RESPONSES THAT HAVE BEEN CREATED IN THE SYSTEM, BUT THAT ARE NOT IN ""SUBMITTED"" STATUS BY THE OFFER SUBMITTAL DEADLINE WILL NOT BE CONSIDERED. D.13. CERTIFICATION OF NONCOLLUSION; CONFLICTS OF INTEREST Offeror will not communicate, orally or in writing, with any member of the Mayor and Council, or with any City staff outside the Procurement Division of the Business Services Department, regarding this Solicitation. By submitting an Offer, Offeror warrants that: A. Preparation and submission of the submittal did not involve collusion or other anti-competitive practices. B. Offeror has not given, offered to give, nor intends to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, meal or service to a public servant in connection with this solicitation. C. No person has been employed or retained to solicit or secure a Contract under this solicitation upon a promise of a commission, percentage, brokerage, or contingent fee. D. No employee of the City involved in this Solicitation process, or any family member of such an employee, has any substantial financial interest in Offeror's firm. No member of the City of Tucson Mayor and Council who has, or whose family member has, any substantial financial interest in Offeror's firm will participate in any action taken by the Mayor and Council with respect to this Contract. The terms "relative" and "substantial interest" have the meanings assigned in A.R.S. § 38-502 The City may disqualify Offeror from further participation in the solicitation process if the City determines that any City employee or official involved in this Solicitation process has an actual or apparent conflict of interest or if Offeror has engaged in any collusion or anti-competitive practices. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 15 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 D.14. WITHDRAWAL OF OFFER; BINDING OFFER By submitting an Offer in response to this Solicitation, Offeror is offering to enter into the Contract with the City. Offeror may withdraw a submitted Offer at any time prior to the Offer Submittal Deadline. Telephonic or oral withdrawals are not effective. Offeror cannot withdraw an Offer that is in "submitted" status as of the Offer Submittal Deadline unless the Director of the Business Services Department consents in writing to the withdrawal. The Offer will be irrevocable for 90 days after the Offer Submittal Deadline. D.15. DISCUSSIONS The City may, at its discretion, conduct discussions with Offeror for the purpose of eliminating minor irregularities, informalities, or apparent clerical mistakes in Offeror's submittal in order to clarify the offer and assure full understanding of, and responsiveness to, solicitation requirements. D.16. VENDOR REGISTRATION; BUSINESS LICENSE In order to be eligible for award of a Contract, Offeror must: A. Register with the City's Business Services Department. Registration can be completed at https://procurement.openqov.com/portalucson-az. B. Obtain a City of Tucson Business License or a written determination from the City's Business License Section that a license is not required. For questions contact the City's Business License Section at (520) 791-4566 or email at Iicense(a�tucsonaz.gov CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 16 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA,6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 E. OFFER EVALUATION AND CONTRACT AWARD E.1. PROPOSAL EVALUATION CRITERIA — (listed in relative order of importance) A. Method of Approach B. Price Proposal C. Qualifications & Experience E.2. INTERVIEWS The City may interview some or all of the offerors at any point during the evaluation process. If interviews are conducted, information provided during the interview process will be taken into consideration in the evaluation process. The City will not reimburse the Offeror for any costs Offeror incurs during its participation in the interview process. E.3. ADDITIONAL INVESTIGATIONS The City may undertake any additional investigations it deems appropriate to evaluate the competence and financial stability of any offeror. E.4. OTHER INFORMATION Information that evaluation committee members have about an offeror beyond what is provided in the offeror's Offer may be taken into consideration during the evaluation process. E.5. PRICE A. Tax Offset Policy. If applicable under Section 28-18(6) or Section 28-17(7)(d) of the Tucson Procurement Code, the City will include the amount of all business privilege taxes other than the City's in evaluating the pricing component of each Offer. B. Payment Discounts. Any discounts offered by Offeror for payments made within 21 calendar days or more will be deducted from the proposed price in evaluating an offeror's pricing. However, the City may take advantage of any early- or timely-payment discounts offered by a vendor. Any proposed payment discount will apply to all purchases and to all payment methods E.6. CITY'S RIGHT TO WAIVE DEFECTS OR REJECT OFFERS Notwithstanding any other provision of this solicitation, the City may: A. Waive any immaterial defect or informality; or B. Reject any or all submittals, or portions thereof; or C. Reissue the solicitation. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 17 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 E.7. CONTRACT NEGOTIATIONS At the City's discretion, it may negotiate with one or more responsible offerors to agree upon the final conditions, terms and price of the Contract. In doing so, the City will treat offerors fairly and will not disclose to any offeror information from responses submitted by other offerors. Exclusive or concurrent negotiations do not constitute a contract award and do not confer any rights to the offerors participating in such negotiations. In the event the City deems that negotiations are not progressing, the City may formally terminate these negotiations and may enter into concurrent or exclusive negotiations with the next most qualified firm(s). E.8. AWARD OF CONTRACT A Contract is created when, and only when, it is formally awarded, which occurs when the Business Services Director and the City Attorney sign the Offer and Acceptance page of the Successful Offeror's submittal. When a Contract is awarded, the City will send the Contractor a Notice of Award. The City may first issue a Notice of Intent to Award to the Successful Offeror(s). Offeror, if it receives a Notice of Intent to Award from the City, must sign and file with the City, within ten (10) days after receipt of the Notice, all documents necessary for execution of the Contract. A Notice of Intent to Award does not create a contract. Only a subsequent formal award, as described above, creates a Contract. E.9. MULTIPLE AWARDS The City, at its sole discretion, may award multiple Contracts. E.10. SUBMITTAL RESULTS After the City issues a Notice of Award, the City will post the name(s) of the Successful Offeror(s) on the Business Services Department's Internet site at https://procurement.opengov.com/portalucson- az/contracts E.11. PROTESTS Any interested party, may, in accordance with Article IX of the Tucson Procurement Code, protest either this solicitation or the award of a Contract under this solicitation. A protest based on alleged improprieties in this solicitation must be filed no later than five (5) working days before the Proposal Submittal Deadline. A protest of a proposed or actual award must be filed no later than ten (10) calendar days after the City issues a Notice of Intent to Award or, if no Notice of Intent to Award is issued, after the City issues a Notice of Award. A protest must be made in writing and filed with the Contract Officer. It must include: A. The name, address, and telephone number of the protestant; B. The signature of the protestant or its representative; C. The solicitation or Contract number; D. A detailed statement of the legal and factual grounds for the protest along with copies of all relevant documents; and CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 18 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 E. The form of relief requested. 0:111 GRAINGER. CoIV 01 TUCSON Contents: Evaluation Criteria Executive Summary 3 1. Method of Approach 6 a. Method of Approach 6 1. Product 6 2. Services 15 3. Ordering & Invoices 34 4. OtherNalue Add 40 2. Price Proposal 43 A. Price Proposal 43 3. Qualifications & Experience 47 A. Qualifications and Experience 47 1. Company History 47 2. 3-Year Annual Sales 47 3. Experience and National Presence 47 4. Total Number& Locations of Salespersons 48 5. Number& Location of Support Centers 49 6. Team Member Qualifications 49 7. Key Personnel 50 8. Experience & References 50 9. Additional Information 51 Appendix 54 CONFIDENTIALITY Information contained in this proposal is owned by W.W.Grainger, Inc.("Grainger"). Sections annotated as CONFIDENTIAL are Confidential and Proprietary,Trade Secret protected .The contents of this proposal are solely intended for use by the City of Tucson/OMNIA Partners or Members to assist in the evaluation of Grainger's proposal and subsequent ordering of products from Grainger and may not be disclosed to any person not an employee of the City of Tucson/OMNIA Partners and Members without the prior written consent of Grainger. This proposal will remain valid for 90 days from date of submission.After 90 days,if the offer is not accepted as stated, Grainger reserves the right to rescind or adjust this offer with no obligation to the City of Tucson/OMNIA Partners or Members. If Grainger experiences a material increase in its cost to supply any Catalog Product as a result of,among other things,changes in laws or regulations, impositions of tariffs,increases in commodity prices,extraordinary events(e.g., COVID-19 pandemic)that significantly impact the global supply chain,or other changes in conditions not reasonably foreseeable to Grainger and following notice to the City of Tucson/OMNIA Partners,Grainger reserves the right to revise proposal prices. March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 2 Equipment, & Materials em�r TUCSON Executive Summary March 28, 2024 Mr. Matthew Sage Procurement Manager City of Tucson Business Services Department Shared Services Procurement Division 255 W, Alameda, 6`h Floor Tucson, AZ 85701 Re: Response of W.W. Grainger, Inc. to Request for Proposal 240078, Maintenance, Repair and Operations (MRO) Supplies, Parts, Equipment, and Materials Dear Mr. Sage: On behalf of W.W. Grainger, Inc.'s (Grainger), we value the opportunity to provide our response to Request for Proposal (RFP) 240078 addressing Maintenance, Repair, and Operations (MRO) Supplies, Parts, Equipment and Materials. Over the past thirteen years, we have been privileged to partner with the City of Tucson, OMNIA Partners, and OMNIA Members in helping keep citizens and employees safe and facilities well-maintained. Global Overview Founded in 1927, Grainger is North America's largest MRO distributor. We are a leading broad line distributor of Maintenance, Repair, and Operating products and services determined to Keep the World Working®through innovative technology solutions and deep customer relationships. In 2023, our go-to-market models allow us to serve the varying needs of our diverse customer base as we generated $16.5B in total company revenue. We achieved this by serving more than 4.5M active customers, with more than 26K team members, over 30M products offered globally, and with 34 total distribution centers in our entire network. Grainger's Work with the City of Tucson and OMNIA Partners In the intensely competitive MRO sector, the City of Tucson OMNIA Partners agreement grew from approximately 6,476 participating Members in 2021 to 7,491 Members in 2023. Over the same period, the MRO agreement's annual spend increased from $196.8M to$258M. A continuing trend is growth in local government participation. Of particular note, the City of Fort Worth and the Denver Housing Authority are Members who joined City of Tucson OMNIA Partners during the agreement's term. Grainger leverages its deep Government knowledge to curate offers that represent the most critical products, services, and data analytics to anticipate the needs of your agencies. From the planned preventive maintenance programs within Public Works, to the unexpected consequences of natural disasters, Grainger's technical expertise, product breath, and supply chain resiliency will support your comprehensive needs. Grainger is also prepared to support the business continuity and integrity of the City's infrastructure, data, and procurement processes. Our investments in ethics and compliance training, cybersecurity, and contract life-cycle management make Grainger the best choice to meet the evolving business challenges facing MRO acquisition. March 28, 2024 The City of ucson Maintenance Repair& Operations (MRO) Supplies, Parts, 3 Equipment, & Materials GRAINGE a TUCSON Global Scale with Localized Support In North America, we have nearly 2M available products that we bring to market with approximately 4K sales representatives that we couple with digital solutions, to drive deep customer relationships. We offer both digital and physical channels to service customers based on a wide range of preferences. • Digital Channels: Our Grainger.com website is the 11th largest eRetail site in North America and offers curated product information and search. We also offer integrated software for customers with a more complex procurement processes. And when inventory management is a need, we offer our full suite of solutions that include, Customer Managed Inventory (CMI), Vendor Managed Inventory (VMI), Vending Machines, On-Site Branches/Stores, and Consignment. • Physical Channels: For those customers who need to call or stop by and talk with a product expert, we offer Phone and Branch/Store service channels. Our team members offer strong technical knowledge across a wide range of product categories and are always ready to serve MRO customers in need. Our industry leading fulfillment capabilities across North America, further set up apart from the competition and can be thought of in two ways: • Direct-To-Customer: 14 distribution centers and our KeepStock Inventory Management solutions bring products to our customers. • Physical Pickup: we offer 250 branches/stores when customers need same day will call service; each branch/store is outfitted with thousands of items, curated to meet local market needs and serve as hundreds of mini distribution centers to further serve customers. When customers are looking for a partner that reliably delivers during their time of need, they often choose Grainger. Whether it is a large, complex customer like the Federal Government, in need of a multi-channel, end-to-end MRO partner, or relatively smaller, less complex customer like a local fire department looking for a one-stop, online platform, Grainger earns the repeat trust of customers for two key reasons: • Our reputation for best- in-class customer experience: we have what MRO customers need, we make it easy to find, we get it to customers fast and accurately, and we make it easy to receive, pay, and if necessary, return or exchange. • Our reputation for offering tangible value: we aim to know our customer's business, simplify the procurement and purchasing process, deliver and document tangible cost savings, and help customers reduce tying up cash and space in on-hand inventory. Pricing and Incentives "Entire Section is Confidential" March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 4 Equipment, & Materials ti GRAMME — 1111 nI1 Y, TUCSON Our work supporting the City of Tucson and OMNIA Partners is the highest of priorities. Grainger will continue to serve to understand the mission and challenges of each City of Tucson Departments and Agencies and replicate that commitment across all OMNIA Members. Thank you for considering our proposal. Respectfully, .ate U'A € Ken White National Government Sales Manager W.W. Grainger, Inc. Ken.White@grainger.com 720.988.7669 Grainger has a long and proud history of supporting OMNIA Partners,the lead agency of the City of Tucson and all its corresponding contract members to keep people safe and facilities well maintained We are honored and privileged to continue to support these values These numbers illustrate our commitment Confidential March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 5 Equipment, & Materials III, GRAINGER, TUCt OP SON 1. Method of Approach a. Method of Approach 1. Provide A Response to The National Program a. Include a detailed response to Attachment F, Exhibit A, OMNIA Partners Response for National Cooperative contract. Responses should highlight experience, demonstrate a strong national presence, describe how offeror will educate its national sales force about the contract, describe how products and services will be distributed nationwide, include a plan for marketing the products and services nationwide, and describe how volume will be tracked and reported to OMNIA Partners. Grainger has completed a response to Attachment F, Exhibit A b. The successful offeror will be required to sign Attachment F, Exhibit B, OMNIA Partners Administration Agreement. Offerors should have any reviews required to sign the document prior to submitting a response. Offeror's response should include any proposed exceptions to the OMNIA Partners Administration Agreement. Grainger has reviewed Attachment F, Exhibit B, OMNIA Partners Administration Agreement. Proposed exceptions have been provided. c. The successful offeror will be required to fill out Exhibit F— Federal Funds Certification and Exhibit G— New Jersey Business Compliance as part of the response. Grainger has completed Attachment F— Federal Funds Certification and Exhibit G— New Jersey Business Compliance as part of the response. d. Describe and provide an example of anyadditional agreements that maybe required for P 9 q Participating Public Agencies. Please see Section 3 Services for new participating public agency affiliation guidance. 1. PRODUCT "Entire Section is Confidential' March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 6 Equipment, & Materials GRAINGER. >. 1►,/I TUCSON The Table below presents Grainger's categories and the number of SKUs responding to those categories referenced in the RFP Scope of Work, Product Requirements at RFP, page 7. Additional categories are also provided. This presentation is based on Grainger's category hierarchy and subcategory description. Note that some Grainger categories overlap with those enumerated in the RFP. ALL REQUESTED CATEGORIES Over 1.6 million SKUs available from Grainger's general catalog MOTOR8 ELECTRICAL POWER SUPPLIES LIGHTING TRANSMISSION 30,841 107,668 I1I 25,892 MEASURING T•• = I II ITV_MTOOLS&TEST PNEUMATIC ;, 115,9, ;;� MENTS 52,851 �,�//� 14, 19,790 MATERIAL VA0-1.`.1\G s HANDLING. FASTENERS& CUTTING TOOLS STORAGE& ' "t�` NG ADHESIVES PACKAGING 19,916 286,959 63,183 73,878 1 LUBRICANTS SAFETY& 1t' 1 CLEANING • SEALANTS& SECURITY t ,t .• EQUIPMENT a /`►'* PAINT SUPPLIES ; SUPPLIES 55,673 220,591 21,098 HVAC SUPPLIESPL'? 5 EMERGENCY 449PPId= t. kr, PLL PREPAREDNESS 47,358 94,572 557 a. 3-a s. -•s _____. OTHER PRODUCT CATEGORIES SOURCING 16,000 Suppliers VEHECLE HARDWARE 1 OFFICE 32 MRO MAINTENANCE 44,547 ��.� SUPPLIES Categories . 5,000,000 26,150 r +�' + 80,119 REFERENCE& OUTDOOR ELECTRONICS& HOSPITALITY& LEARNING LAB SUPPLIES EQUIPMENT APPLIANCES FOOD SERVICE SUPPLIES 123,114 9,392 8,592 32,864 122 ii. Identification and description of subcategories Based on Grainger's category hierarchy and subcategory description, presented in the chart below are subcategories for each required category listed in the RFP. Note that the key subcategories listed are representative and not inclusive of the March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 7 Equipment, & Materials likGRAINGER. - - -- - - - - - - IIIii acv or TUCSON entire available subcategories. iii. Identification and description of manufacturers within each sub-category Grainger has over 5,000 manufacturers and suppliers, noted below across our categories, REQUESTED Products The subcategories&key manufacturers listed here represent all REQUESTED&OTHER categories and provide the breadt and depth of our current offer. Category Key Sub-Categories Key Manufacturers Motors&Power General -V-Belts&Accessories Contitech,Inc. Titan Transmission Definite Purpose- Sheaves&Pulleys Dayton -WEG - -Shaft Couplings,Collars&Universal HVAC Motors - -SKF -Inane 25 Subcategories Gear Motors TB Woods -Baldor Electric -81 Manufacturers -Bearings Power Transmission Belts -Century -Marathon Motors -Speed Controls -Distribution -Switches -Buyers Products -Square D Electrical Supplies _Controls -Starters&Contactors -Bussmen -GE Wire -Fuses,Relays,Plugs,&Receptacles -Hubbell -Schneider 35 Subcategories -240 Mfr./Suppliers _Cable -Wire Management&Connectors -Power First -Southwire -Voice&Data Supplies -Extension Cords&Outlet Strips -Pandtit -Raco -Larrps -Lighting Controls&Control Systems -Current powered by GE -Lutron Ughtkig -Ballasts -Bulb&Lamp Recycling -Philips -Southwire -Fixtures -Emergency Lighting&Exit Signs -Strearrlight -Procel 17 Subcategories -Task Lighting -Indoor LED Light Fixtures -Lithonia Lighting -Maxite 111 -108 Manufacturers -Flashights&Batteries -Job Site Lighting -Advance -Energizer Toot -Hand Tools -Hammers&Striking Tools -Proto -DeWALT Power Tools -Pksrbing Tools -Westward -Greenlee -Outdoor Tools -Demolition Tools&Equipmmemt -Milwaukee -Makita 50 Subcategones _Automotive Tools -Finishing Tools -Channellock -Porter Cable -288 Manufacturers -Tool Storage -Electrical Tools -Rigid -ECHO Measuring Tools _Caipers -Pressure&Vacuum Measuring -Stanley -Ashcroft . i &Test -Gauges -Electrical Power Testing -Westward -Fluke Instruments -Inspection -Temperature&Humidity Measuring -Starrett -FLIR -Micrometers -Nonelectrical Properties Testing -Klein Tools -Extech 28 Subcategories -Multimeters -Data Recording -Mitutoyo -Triplett -150 Manufacturers Pneumatic Tool&System Components -Hydraulic Hose Fittings&Couplings -Dyna-Con parker at Pneumatics -Air Compressors -Hydraulic Filtration -Speedaire 13 Subcategories -Hydraulics -Hydraulic Valves -Bostitch -Aeroquip -117 Manufacturers -Pneumatic Hose Fittings& -Hydraulic Hoses -Ingersoll Rand -Gerpac Couplings -Distribution Equipment -Chicago Pneurnatic -Greenlee -Compressed Air Treatment -Drill Bits -Threading -Chicago-Latrobe -Dykem Machining& -Taps&Dies -Milling -CLE-Line -Irwin ` Cutting Tools -Blades -Sanding Disks&Kits -Cleveland -Gewalt 013"69170 -Counterbores&Countersinks -Cut-Off&Grinding Wheels -Widla -Norton no Manufacturers -Abrasives -Sanding Belts&Kits -Greenlee -3M Meri , Ladders -Packaging -Werner -Husky Ao Si 3M & -Hoists- Casters Cotterman Temesco PackagingatHandlingShelving Carts&Trucks BII Jar -Eagle ez subca egor es Strorege Drums -Rubbermaid -430 Manufacturers -Furniture -Palet Jacks -Shepherd Caster -Metro -Welding Equipment&Supplies - MIG Welding&Accessories _Victor -Miler -Welding Supplies Welding Filler Metals -Bernzomatic -Lincoln yones -Plasma Cutting&Accessories -Welding Safety Equipment -Turbotorch -Harris Welding Cables Grounds& 70 Manufacturers Soldering Westward -Weler f -TIG Waking&Accessories Accessories -Lincoln -Continental -Welding Chemicals -Nuts,bolts,washers,screws -Tapes -Tanper-Pni Screw -3M s, Fasteners& -Hooks,fist stock -Threadlockers -Foreverbol -DAP Adhesives -Raw Materials(Metal,Rubber, -Adhesives&Glue -Disc-lock -J-B Weld I -6 ManManufacturers ugonus -103Plastic) -Concrete,Asphalt&Masonry -Loctite s-Titebond I-Glue&Cement -Dispensing Guns -AntiSeize Technok>gy -Sakrete March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 8 Equipment, & Materials it GRAINGER. CmIv co REQUESTED Products continued The sub-categories4 &key manufacturers listed here represent Al REQUESTED&OTHER categories and provide the breadt and depth of our current offer. --Grease Lubricants DAP Armstrong Lubricants, Oilers,Reservoirs&Sprayers Oil GE Rusto-Oleum Sealants&Paint -Grease Feeders&Precision Metering -Penetrates Sealants -Dow Corning -Krylon 25 s egories -caulk Pumps -CRC -LDI Industries —tab ..,:ufacturers Paint -Stains&Equipment -LPS -Westward -Paint Booths,Paint Sprayers&Tools -Spill Containment&Storage -Tough Guy -Dunlop Safety&Security -Fire Protection Signs,labels,tags&security -National Guard -Talon Trax -Door&Window Security Supples -Personnel Protection Equipment -Condor -Brady -Alarms&Warnings it 59 Subcategories (PPE):Eye,foot,workwear, -Ironclad -Tapco - —450 Mfr/Suppliers hearing,hand,head&respiratory Video Surveillance -New PIG -Carhartt -Instrumentation Access Barriers&Crowd Control -Rubbermaid -Eagle \ rm Cleaning -Chenicals -Cleaning -Diversey -Rubbeaid 1•, Equipment& -Equipment -Odor Control -Tough Guy -Georgia Pacific 3 Su les -Restroom -Janitorial Carts&Supply Holders -3M -Kimberly Clark i ; PP t 7 Subcategories -Paper -Trash Bags -Dayton -Zep -300 Manufacturers -Waste Containers -Waste Containers -Sanitaire -Lysol _ -Controls -Ventilators -Air Handler -Siemens HVAC Supplies -Heaters -Blowers -Johnson Controls -RobertShaw . ' ' 27 Subcategories -Air Conditioning -Central Equipment -Dayton -Friedrich 72 • -270 Manufacturers -Air Treatment -Air Filters -Nu Calgon -Movincool -Fans -HVAC Controls&Thermostats -Honeywell -Air King -Submersible,Centrifugal,Water -Tube Fittings Parker -Chicago Faucets Pumps& System&Displacement Pumps -Toilets,Urinals,&Repair Parts -Zum -Zoeller kr- Plumbing -Pipe,Valves,Heaters,Coolers, -Faucets,Hose Bibs,&Hydrants Sloan Little Giant 60 Subcategories Filtration&Faucets -Shut-Off Valves -—320 Manufacturers -Pipe Fittings&Couplings -Drum Pumps Vega Progress Bell&Gossett Pipe&Tubing -Sump,Effluent&Sewage Pumps -American Standard -Little Giant --Sand Bags -Incident Command&Triage Supplies -Quick Dam Snaplight(Cyalume Emergency -First Ad Supplies -Emergency Response Cots&Beds -Quakehold Technobgies) ir Preparedness Diaster Recovery Products Earthquake Safety Devices -Chen fight by Cyalu ne -Disaster Management R26 Subcategories Emergency Water&Food Off-Grid Energy Equipment& Technologies Systems • 9 -59 Manufacturers Rations Accessories Pig -Ready America -Decontamination Shower -Emergency Lightstick -Aquasafe -Mayday -AbilitvOne March 28, 2024 The City of Tucson I Maintenance Repair& Operations (MRO) Supplies, Parts, 9 Equipment, & Materials Ilk __ GRAINGER. 11111 Ca,,., TUCSON OTHER Product Categories ;moi*' In 2023,Grainger engaged 16,000 sourcing suppiers to Sourci '�� ng Non-Grainger catalog products&services satisfy customer needs and provides access to over five Qmillion additional products to Members. IIIO -The&Wheel -Automotive Exterior -Westward -Baldwin Filters Fleet&Vehicle Automotive Electrical -Automotive Mechanical Buyers Products Funnel King Maintenance -Automotive Maintenance Tools -Vehicle Lighting Perfect Equipment Reese 19 Subcategories -Automotive Chemicals Automotive Cleaning/Appearance Ecco puckcable 300 Manufacturers Automotive Towing Automotive Interior Grote -Noco T - - - - 1-Door Hardware -Magnets&Magnetic Strips -National Guard -Pemko 1110111/11\t* Hardware i-Hardware Supplies -Window Hardware -Rockwood -Velcro Brand 211 18 Subcategories 1-0-Rings&0-Ring Kits -Electromagnetic Locking Systems -Lucky Line Products -Mag-Mate s. -120 Manufacturers -Latches,Hasps,&Hinges -Braces&Brackets -Norton Door Controls -Stanley -Door Locks&Deadbolts -Springs -ICN -Raba Ilco Boards&Easels -Flags,Flag Poles&Accessories -Magna Visual -Post-It Office Supplies - &Correction Binders&Clipboards Quartet Nylglo 23CaSubcategories Computer Supplies&Media Calendars&Planners -Sharpie -Avery 180 Manufacturers Office Paper&Notebooks Document Covers,Displays&Frames -Ability One -At-A-Glance -Office Organizers -Laminating&Binding Equipment -Logitech -C-Line -Labware&Lab Chemicals Water Testing Equipment& -Lab Utensils -Lab Safety Supply -RICCA Chemical Lab Stppies 1Meters -Lab Instruments -Dynalon -Spectrum iii 24 Subcategories -Lab Storage&Transport -Extech -Lamotte - -200 Manufacturers Lab Consumables -Particle Siang -Thermo Scientific -American Biotech Supply -Lab Ovens,Heating& -Lab Equipment -Labchem -Advancetech Refrigeration -Insect&Pest Control -Sprayers&Spreaders iii -Pressure Washers& -Cutting&Pruning Tools -Catchmester -Westward Outdoor Egtipmertt Accessories -Snow&Ice Removal -Tomcat -Tough Guy 23 Subcategories -Garden Hoses&Sprinkler -Power Brushes,Yard Vacuums&Leaf -Continental -Rain Bird -220 Manufacturers Systems Blowers -MI-T-M -ECHO -Shovels,Tampers&Digging -Rakes&Cultivating Tools -Dayton -Ariens Tools -Fend .&Fend !Hardware • -Two-way Radios&Accessories -Audio Equipment Electronics& -Communications -Video Equipment -Motorola -Speco Technologies-Midland -Frigidaire lt Appliances -Electronic Communication -Data Entry Devices&Accessories -Nite Ize Royal _,,e a:eyorte. Equipment -Ovens,Refrigerators,Ice Machines Peerless IN SINK-ERATOR too manufacturers Intercoms&Speakers -Food Processesors,Garbage RCA ICE-O-MATIC Batteries&Battery Chargers Disposals&Hardware -Food Service Disposables& —111/ DispensersHospitaity&Food Food Processing Vollrath R&R Textiles Food Service Cookware& Food Service Storage&Transport Crestware -Iceberg Service Preparation -Hospitality Uniforms&Workwear -Carnbro -Dixie 30 Subcategoces -Food Service Snack Foods& -Food Service Apparel Fashion Seal Martex let -139 Manufacturers Condiments Guest Room Amenities Gbwear by Ergodyne -Glare -Bed,Beth&Table Linens Reference& Learning Supplies -Classroom Supplies6 -Tape Logic 5 Subcategories Books&Book Supplies -Label Master 11 Manufadurers b. What is the total number of products offered in your catalog? Are all catalog products stocked in your distribution warehouses? Grainger's catalog offers more than 1.6 million MRO products. On-hand inventory, valued at $2.3 B across 32 MRO categories and is maintained through Grainger's US owned network of 14 distribution centers (DCs)with a total of 16.5 million square feet in size, 250 branch location, each with approximately$1 million in inventory, and 6 bulk warehouses for products such as generators, water heaters and other large items. Grainger is expanding its distribution and delivery capability with two new facilities in Gresham, OR and Houston, TX., scheduled to open in 2025 and 2026, respectively. March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 10 Equipment, & Materials ilt GRAINGF.R. 1111111111 TucsoN While not all products are stocked within the network, Grainger analytical planning tools position and deliver products centered on a just-in time delivery model. Grainger same day shipping encompasses 99% of in-stock items. Grainger's meaningful relationships with national and regional transportation carriers are critical to this capability. Our advanced algorithms continuously review inventory and stocking levels to determine the fastest means of delivery for each Member. This analytical approach allows Grainger's supply chain to know where a particular product is,when it is required to be at a Member's location, and the fastest means of delivery. V r • V. • . . • • ,• • • . • .• ••. �• V •• • • • • •.°••• 1. •� • •• •• • �r. .• • . • • • • , • • • • Grainger's • • • 1 •• . a• • Distribution& h t • • *' • • • Support Network • • Alaska •S. • • • • . • • • Startara Branch • Bulk Warehouse Hawat'i •• • • , •• • •Distribution Center Oahu % Is.• • • 0 Future DC • 4 A. • •Call Centers • a • 1 *Tucson Branch • • Grainger's strategic distribution network will ensure most Member orders are shipped the same day the order is received. 99%of the US postal codes are reachable the next day through our high-touch solutions North American supply chain network. c. How are green products identified in your catalog? Online ordering? Grainger's Environmentally Preferred Products (EPP) are identified with a "green"filter during the search process in the online catalog, accompanied by a green leaf icon. a. The technical specifications section of each product contains an explanation of the certificate or attribute, making it simple for Members to understand the environmental benefits. March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 11 Equipment, & Materials GRAINGER ,fm Cit1 Ie TUCSON aeowre101 RIO WDtN In Stock at Branch Mfr. a+r c*rr r..r arlrn R.. wR nmR wR c..Mr weer Yar rany6 w rri•�. w Documents 4N A AKADA b Yc Yt6 wN FLA i 04hr J N wen I4/211 Select a Pickup Branch d.e b Nu ties {fere — tv 1 WIwo L QUAL LITE EVC Ee.pmcy Lights Teatimes 10 b w Yes N tK Dr L 1!W YEiaM _ sheel m ICA w ret Yrs Nat EVE Doi I/w MN I w 155011 Brand V Ian It, No Yes Om IVC dh DiI i W aM .'W 3211V12 Green Product-This item has been "� Price designated by the manufacturer as an �.r.r sw.. Min to Max I Appy environmentally preferable product(EPP) 4EIIT �� because this item has one or more �� environmentally preferable attributes. in Stock Now Green Environmental Attribute: Product Green • Contributes To Reducing Energy Consumption. Shown above, in Grainger's online catalog. Members can click on the item number to go directly to the item's technical information and 'green'designation. To the right, a 'snippit'of how Members can easily search and view green products by checking the 'Green'filter toggle in the lower left-hand side of the grainger.com page. d. Do you offer"Private Line" products? Please describe. Yes, Grainger has been providing Exclusive Brands (Private Label) products and solutions to our customers since 1937. Grainger Exclusive Brand products can help Members do more with less by providing easy access to dependable products whose quality matches national-brand quality standards. Grainger offers 284,116 SKU's, across several categories and brands in our Exclusive offering. Air Filtration Products:Air Fitter Frames Air Filters Fan Shrouds Paint Booth Liner Paper Specialty Air Handler Fiitrati:,i, Personal Protective Equipment Earmuffs Eyewear Side Shields Face Shields Gloves,Hard Hat Liners Headoear High-Visibility Apparel Protective Clothing Rainwear safety Glasses Safety Gogoles Dust flasks Safety Footwear A GIrA�RKEER*RAMO W,E tilA t Industrial Hand Tools:Tool Storage Master Tool sets Mechanics Tools Hand Tools Test Instruments. Stationary Power Tools Pneumatics Fleet Vehicle Maintenance,Lift Equipment Precision •GRAINGER BRAND Measurement Shop Supplies Outdoor Equipment,Safety Dayton Electromechanical&Material Handling:Motors Power Transmission,HVAC Pumps.Vacuums, Battery Chargers Dust Collectors Stationery Tools Pneumatics Relays Hand Trucks Carts Pallet Trucks Lifts Winches A GAANIGIR.RAND 125;" ' Lighting&Factures: Lamps.Ballasts Deck Lights Dock Lights Flashers Flashlights Jobsite Lighting Fixtures Machine Tool Lights Magnifier Lights Motion Sensors Portable Lighting Recessed Lighting Task&Task Lighting SPEEDANIE Pneumatics:Abrasive Blasters Air Compressors&Accessones.Air Dryers Low Oil Monitors. ,r CompressorGenerators Desiccant Dryers Dry air Systems.Hose Reels Oil Filters Spray Guns& A^"A'N"`°A`AN` Accessories Janitorial Supplies: Cleaning Chemicals Cleaning Supplies Hand&Personal Hygiene Restroom Equipment :Haste containers&Liners e. Submit all information that will aid the City in evaluating your proposal Presented below are key values reflecting how Grainger's offer provides a competitive differential: 1. Incentives focused on the City of Tucson 2. Financial Strength and Reach 3. Advanced Digital Technology March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 12 Equipment, & Materials GRAMMa 111111111 TUCSON 4. Experience Serving the City of Tucson 5. Grainger Specialized Product Solutions Incentives focused on the City of Tucson and OMNIA Partners' Members The Value ADD and Pricing Sections are not only broad and competitive, but innovative. Covering all MRO categories nationwide and offering options to suit Member needs, it will maintain and attract Members. As a way of showing our appreciation for the City of Tucson (City) as the Lead Agency, we have designed a unique offer that combines enhanced category discounts and substantial financial incentives. We believe this customized offer will maximize the City's MRO budget, increase productivity across departments/agencies, and return value to invest in strategic projects. The proposed offer is not static and will provide incremental financial benefits as the contract continues to grow through adoption and scale. Based on the City's historic purchases and reasonable growth projections throughout the term of the agreement (metropolitan growth rates and service enhancements), we estimate $1,000,000 in additional savings based on the proposed Lead Agency Special Program. Grainger's pricing and incentive offer to all other contract Members is comprehensive as well. Our offer features market leading value to include competitive pricing, an expanded category discount program, and an incentive program for City of Tucson/OMNIA Partner Members. We believe this differentiated investment towards all Members, coupled with the unique and additional incentives for the City of Tucson, will provide the most meaningful solution to optimize our growth together. We have crafted our offer with the aim of retaining existing Members and attracting new ones. Our offer features competitive pricing, an expanded category discount program, and an innovative incentive program for City of Tucson/OMNIA Partners. We believe that this differential investment towards all OMNIA partners coupled with unique incentives for the City of Tucson will provide the most meaningful solution to continue to grow this contractual partnership. Financial Strength and Reach With 2023 sales of$16.5 billion, Grainger is the leading broad line MRO distributor in the US and Canada. We serve more than 4.5 million customers worldwide with innovative technology and deep customer relationships. With these resources and expertise, Grainger will continue to promote value to the City of Tucson and OMNIA Partners. Since 2021, our partnership has grown from approximately 6,476 participating Members in 2021 to 7,491 Members in 2023. Over the same period, the MRO agreement's annual spend increased from $196.8M to $258M. Substantial local agencies, including the New York City Housing Authority and the District of Columbia Housing Authority, have become Members. Advanced Digital Technology Aligning Product Merchandising Shaped for Government Customer Products and Services Requirements In offering millions of products, from thousands of suppliers, with countless attributes unique to each product category, significant complexity arises. Serving more than one million active customers across diverse market segments, each with their own levels of complexity, the opportunity to leverage technology and data is presented. Grainger simplifies this challenge for government and other sectors to make their jobs easier. The MRO sector has no data source providing meaningful customer information to discern current requirements and trends. By compiling and evaluating information about millions of products, Grainger shapes offerings to wide and varied market sectors while enhancing how customers search, compare, and purchase a product. March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 13 Equipment, & Materials KIA GRAINGER. iummommim TUCSON This work improves product information as it is directed to customer requirements, how a catalog is compiled and marketing-support systems, all of which are continually analyzed to improve website functionality assisting the customer. The work eases the customer's search by providing more informed insight to the purchasing decision as noted below: 3. Provide the 1.Sell the products 2. Organize and present information customers customers want: s products effectively: need: our deep customer we make it easy for we know what relationships help us customers to find the attributes are important understand what they right products quickly. to help customers need to get the job done. I choose their products with confidence. Product Merchandising is shaped for the government customer. Experience Serving the City of Tucson As the incumbent MRO provider, the City of Tucson-OMNIA Partners' agreement is a prominent illustration of how Grainger strives to distinguish itself from the competition. Grainger team members work to understand the mission of each department of the City of Tucson and across the OMINIA Member network, particularly the public servants who fulfill vital government responsibilities. Grainger has had a physical presence in Arizona since 1954. Approximately 880 Grainger employees live and work in Arizona. No competitor has Grainger's LOCAL presence. The City of Tucson has sales coverage from a Government Sales Manager and Account Manager who draw on the Tucson Grainger Branch on South Dodge Boulevard, 2 branches in Phoenix, 1 in Gilbert and the Grainger Customer Contact Center in Phoenix, to engage all customers directly. With experience, and expertise regarding the City of Tucson, the ongoing engagement with the City's departments and personnel to address contract expectations, changing priorities, training opportunities, and highlight new MRO products and innovative solutions will continue to evolve with the City of Tucson's interest at the forefront. Grainger's offer encompasses comprehensive audit, oversight, and trainingto adhere to all 9 P P9 contract pricing and requirements across City of Tucson-OMNIA Partners' terms and conditions. Government Team training includes mandatory ethics and compliance responsibilities. Grainger's information systems provide customer-driven requirements supporting oversight, supervision, and accountability. Reporting and compliance structures are shaped to individual agencies. March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 14 Equipment, & Materials GRAINGER. TUCSON 2. SERVICES March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 15 Equipment, & Materials GRAINGER. TUCSON 1. Sourcing: Grainger's centralized sourcing team acquires MRO services not found in the Grainger general catalog: • from non-catalog suppliers, • line card extensions of catalog suppliers, • for custom products, and • OEM repair parts and accessories. 1 .2M Grainger sourced 1.2 M lines for our customers in 2023 Grainger sourced 7.585 lines for City of Tucson)OMNIA Members In 2023 Knowing our customers'facilities are specialized and that product lead times are critical. Grainger works with local and national suppliers throughout the US to address specialized customer product needs, from non-catalog suppliers, line card extensions of catalog suppliers, custom products, and OEM repair parts and accessories. In 2023, Grainger engaged 16,000 sourcing suppliers to satisfy customer needs and provide access to over five million additional products to Members. A critical element of Grainger's offer is enablingagencies to respond expeditiously to unique and hard to find 9 9 P P Y q product requirements. Note: Please see Exhibit 01 Sourcing Terms and Conditions in the Appendix. Sourcing orders do not receive a category discount. March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 16 Equipment, & Materials GRAINGER, TUCSON 2. Software Punch-out PP Integration & Mobile Applications 9 The capability of your electronic ordering system to interface with an agency's inventory software system. Grainger's ecommerce services extend beyond core e-pro services to provide not only additional serach and purchasing channels but to meaningful management controls able to integrate with an agency's software sytem: Grainger Digital Solutions Grainger.com® Mobile App ePro Punch-Out Efficient Solutions to Support Your Purchasing Needs G 01E1 �0 Features&Functionality Access over a million products online • • • user-friendly shopping tools to find products quickly and easily • • • Robust search engine with type-ahead search functionality • • • Access Hem details,technical specifications.safety data sheets • • Compare products and specifications • • • View real-time pricing with product availability • • • = Customer special pricing(CSP)Indicators • • H RequesVview special order quotes(non-catalogedp products) • • • Drive compliance with custom catalogs • _ • • View new products,hot buys and clearance items • Online help with click-to-chat support • • • Find products with search by image and barcode scanning • Quick access to personal Hem lists • • • Quick access to shared user item lists • • • Access previously purchased products by(tern • • Ili Replenish your inventory with auto-reorder • 0 O Create quotes for internal requisitions • - Reorder products using convenient barcode scanner • Manage payment methods and shipping addresses • Streamline checkout process with account/user defaults • • Customize order/item level fields and checkout requirements • • Custom homepage options • • View pending orders and order history • • View/download order and Invoice history,packing lists and proof of deliveries • 0 Manage purchasing using part numbers • • • Z Order Management System(OMS) • • gMutti-user management with standard or admin right • Manage user approvals and spend Unfits by order • • Manage user access to Hem lists and order history • • Manage user order approval routing • • Manage budgets(monthly.annually,quarterly) • • Grainger KeepStock®Inventory Management integration • • • ERP integration • • 3rd-party Integration • w Punch-Out catalog(OCI.CXML) • ? Transaction documents(XML.cXML.xCBL.EDIT • Order Management Controls: The City of Tucson and OMNIA Partners' Members can control and manage their workflow and spend management when registered and logged into Grainger.com. The order management system allows the member greater purchasing control and visibility through customizable and flexible spend management authorizations. It enables a purchase approval process as well as budgets to be established for individual users. These workflow controls are administered by the City of Tucson or individual Purchasing Entity. Work Order Integration: Grainger.com can integrate with the City of Tucson and OMINIA March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 17 Equipment, & Materials tfri GRAINGER, TUCSON Partner Member Work Order Management Systems. This is performed through Computerized Maintenance Management Systems (CMMS)/Work Order systems with the purchasing process to allow for reconciliation of purchases from work orders. This integration aligns work order data to product orders and packing slips for streamlined receiving and assigns product cost to the work order. eProcurement Punchout-Grainger's eProcurement solutions automate the Procure-to-Pay Purchasing Process to streamline and standardize shopping, order, invoice and even payment. Grainger can set up a scoping call with its eCommerce Solutions team to understand Member needs and customizations to ensure a proper integration. Grainger has experience with hundreds of eProcurement platforms and can provide end-to-end integration to drive streamlined and standardized processes. This means Members will reduce costs through productivity enhancements and lowering Member's direct ordering cost. Grainger's dedicated team of experts will help Members customize and implement the solution. Some of the most popular ERP and supply chain/procurement platforms selected by Grainger customers include: VIRTr.a SAP Anba (Rl.c4s+seer . COMOMERCE „rcoupa ve ov[sov MCKESSON LAWSI N' ,•••, Allscripts wor day GH) Grainger also supports custom and non-standard EDI transactions on a per request basis. Enhanced features include a Custom Home Page and Landing Pages , . OMNIA-City of Tucson-Contract a 192163 -. GOT OUESTIGNS REGARDING AN ORDER? OMNIA a TAKE CONTROL ! woRGRw3E«ca sGRANGER — a SEE<- x a OF YOUR STUFF • An Easier Way to „n < Manage Your Inventory lit Wb, MUMMA Keep GRAING£u +-. .4w w+ n�reG .0r0R, N o'ten'sue • An example of a Custom Home Page for City of Tucson OMNIA Partners'Member. 3. Installation, Repair, Maintenance & Turnkey Solutions & Services: Grainger will assist City of Tucson and OMNIA Partners' Members in working with manufacturers, suppliers and third-party installers, as to product, equipment, maintenance and related training programs. These programs include manufacturer-certified set up, product installation, post-installation services and maintenance services. Grainger has identified over 100 companies that have satisfied our vetting process. All companies used by Grainger are licensed, insured, qualified and capable of performing in accordance with Member service requirements. Services provided by third-party providers may be subject to a fee agreement between Grainger and the provider. OMNIA Partners'Member Hidalgo County Buildings&Grounds recently benefitted from Grainger's turnkey solutions to reorganize their warehouse by purchasing racking equipment&the installation service for the Customer project.RESULT Reduced the number of hours the in-house staff spent assembling product. Increased Testimonial productivity with better&efficient access to operational supplies. OMNIA Partners'Member DeKalb County contracted Grainger to provide a Turnkey Solution for Forklift Training to increase knowledge through train-the-training. RESULTS:Reduced risk to assist OSHA compliance. March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 18 Equipment, & Materials 6:11 GRAINGER. - iimil eim Or TUCSON 4. Inventory Management: KeepStock Inventory Management Solutions Provides inventory management solutions for stock rooms, warehouses, mobile service vehicles, emergency preparedness supplies, and supply vending machines. Consulting and analysis solutions are also desirable. 67 OMNIA City of Tucson Members... ...currently have KeepStock Inventory Management Solutions installed Fa- today including VMI &Vendingr. r. Inventory Management is a unique delivery solution moving high usage items close to point of use and maintaining critical product availability. Through its KeepStock® Program, Grainger provides multiple inventory management solutions reducing Member's total cost of inventory ownership. Effective inventory management reduces on-hand inventory, improves purchasing efficiencies, and ensures availability of critical products all while providing secure and efficient access. Grainger KeepStock` Solutions CMI Replenish Vending Onsite Managed Trailer Our solutions combine FPI 0 - > c l ®i and work together Industrial Dedicated Specialist because different parts of Tools for Scheduled vending resource with provides Support your facility face different improved visits help helps control daily MRO supply critical visibility and ensure the consumption presence chain inventory challenges management right of Grainger manages all expertise& needs for of Grainger materials are material at Grainger multi-supplier temporary materials kept on-hand POU materials support project needs Service Benefits Order History&Robust Reporting • • • • • • Documented Cost Savings • • • • • • Order Visibility • • • • • • Procurement-based Inventory Recommendations • • • • • Purchasing Approval Thresholds • • • • • • Dedicated Resource MINI=111 • • • eProcurement Integration • • • • Secure Dispensing • --- Spot Buys Capabilities • • • • • Desktop Delivery --- • • Pee-Based Service ---- • • Management of Grainger Product • • • • • • Management of Non-Grainger Product ---- • Utlization of Customer-Owned Inventory Management System ---- • Inventory levels managed to agreed upon min.max stocking levels • • • • Scheduled vind in to ensure aces materials are kept on hand in the nght • • quantities and in the nght places Bar Code Labeling • 111M Organized inventory&restocked'reloaded products in proper location • • • �= Consignment of qualified Grainger products to tree up working capitalIMMINIM • KeepStock®Web is control central for managing your Grainger inventory. It seamlessly integrates your KeepStock®program, Mobile App and Grainger.com to provide convenient, web-based inventory management. Members can leverage KeepStock®web functionality March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, ` 19 Equipment, & Materials AO illf r GRAINGER. yt.o TUCSON across all installation types—Vending, CMI, Replenish and Onsite, to provide you with total visibility to the entire inventory. Inventory Management Reporting Dashboard -- - Grainger's K Stock EIEn..,..u. _ + (( „u°« „��„ KeepStock® Web •moo l__ . ___i ET�rw kuw�cEunn provides on- .,,, demand real-time WELCOME Nail ,..„ reporting to City of MSCOEEEwuECv E CLEARANCE rEMSn SEIM. Tucson Members. usta ■ Track Vending �"'�' Issuance; user limits VAh! ....... wcaot SCANNER inventory locations and invoices. r 5. Small Business Program Grainger recognizes the importance of helping meet diverse procurement goals or mandates. Our Diversity Solutions program supports the economic empowerment of diverse and small businesses. We help customers meet their diversity requirements through our breadth of products, supply chain, services, and diversity expertise. In Stock at Branch Grainger's Supplier Diversity Program affords customers access to diverse manufacturers and suppliers through its catalogs and distribution P— channels. This program seeks to grow this sector while helping customers get their jobs done with quality products from diverse business In enterprises (DBEs). Country of Ongm US The economic impact of this program continues to increase. As of 2022, `"`" Grainger's Supplier Diversity program features: S,o..H=d, _D • Approximately 7,000 Diverse Business Enterprises are part of Customer's may search Grainger's High-Touch Solutions U.S. Supplier Diversity easily for Supplier Program, which includes direct and indirect spend. Diversity products on • More than $2 billion on products from small businesses, including Grainger.com. woman-, minority-, veteran-, LGBTQ+- and disabled person— owned businesses, and HUBZone and disadvantaged businesses. • Registered suppliers are audited monthly to maintain active supplier diversity certificates. • Products from diverse manufacturers and suppliers are identified with JQPL,e. this diversity symbol on Grainger.com and in the catalog and index. 0 • On Grainger.com, customers can use the search keywords "Supplier -k7\- F Diversity" or use the Supplier Diversity toggle filter to shop for products from diverse suppliers exclusively. The Authorized Grainger Reseller Program includes a network of more than 100 certified DBE resellers authorized to sell Grainger MRO products. Grainger contracts with small and diverse businesses to sell directly on the Grainger agreement to the end customer. Resellers in the Diversity Alliances program are under contract and provide independent resale of MRO products purchased from Grainger. These authorized resellers have access to Grainger's full product offering. These DBE resellers include historically underutilized business zones (HUBs), minority-, woman-, and veteran-owned businesses. March 28, 2024 The City of Tucson I Maintenance Repair& Operations (MRO) Supplies, Parts, 20 Equipment, & Materials 'j GRAINGER "` I Illi TUCSON The authorized reseller program enables customers greater access to products and services and provides reach to segments and contracts mandated or prioritized for DBEs. The program allows Grainger resellers to offer niche, value-added services, and a broader selection of products. Grainger and the authorized reseller will engage Members to discuss how best to serve the City of Tucson and OMNIA Partner Member including the range of possible service and values that can be provided. DBEs often provide other services such as installation, kitting, product assembly, stenciling/engraving/labeling, delivery, and barcoding. These services encompass adjustments in product and solution pricing. The plan will outline how the Member can leverage Grainger's diversity solutions portfolio to achieve their goals. 6. Green/Sustainability Programs a. Grainger Policies & Commitment: Efforts and policies pertaining to green and sustainability. Grainger is committed to conducting business in an environmentally responsible manner and works continuously to improve its environmental performance across operations, solutions, and products. Initiatives to reduce dependence on non-renewable energy consumption and emissions include: • Increasing solar energy use at our facilities • Improving technology and efficiency in our building management systems • Implementing high-efficiency life cycle replacements • Transitioning from traditional Powered Industrial Equipment (PIE) batteries to hydrogen fuel cells. Literature: A detailed discussion addressing Grainger's environmental performance is presented in Exhibit 02 2023 Environmental Social and Governance Report. b Products: Impact on Product Offerings. Grainger provides environmentally focused solutions through our sustainability offerings, including environmentally preferable products (EPP)and sustainability services. In 2022, our overall Grainger High-Touch Solutions U.S. EPP revenue was more than $1 billion, an increase from the prior year. We routinely evaluate our portfolio against customer needs and maintain our product certifications and attributes up to date. On a regular basis, we conduct a thorough review of certifications and attributes, in conjunction with a third-party partner, based on U.S. federal and state sustainable-purchasing guidelines. To guide customers toward sustainability solutions, Grainger has developed a Sustainability Solutions landing page on our website. The solutions are organized by sustainability categories including energy, waste, air quality and water management. As noted, Grainger's EPP are identified with a "green"filter during the search process, accompanied by a green leaf icon. The technical specifications section of each product contains a detailed explanation of the certificate or attribute. c Distribution: Impact on Distribution. Our initiatives to reduce dependence on non-renewable energy consumption and emissions include increasing solar energy use at our facilities, improving technology and efficiency in our building management systems, implementing high-efficiency life cycle replacements and March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 21 Equipment, & Materials AV GRAINGER. TUCSON transitioning from traditional Powered Industrial Equipment(PIE) batteries to hydrogen fuel cells. Throughout Grainger facilities, particularly within the Distribution Centers (DC), we standardize recycling processes and share best practices across our network. The DC leadership receives monthly progress reports on recycling, and local facility managers include recycling metrics in their annual performance goals. We also partner with a third party to track our waste and recycling data and to find opportunities to improve our diversion rates. To help manage waste and recycling at our U.S. branches, we use waste container monitors, which helps us optimize our scheduled pickups, reduce the amount of vehicle mileage required by waste haulers and quickly detect and resolve contamination issues before they impact downstream processes. Grainger works closely with our suppliers to identify opportunities to improve packaging sustainability and protect the products we offer. Our Supplier Packaging Guidelines promote sustainable options and best practices for suppliers to minimize potential product damage and waste while maximizing the use of recyclable materials. These initiatives are described in detail in Grainger's Environmental Social and Governance Report. We refine our sustainability calculation methodology, improve data sources and engage with suppliers and partners, particularly those critical to how we serve our customers. We share details of our plans, including measurement standards and specific objectives with the goal of converging in this important initiative. d Recycling of Lamps: The ability to recycle lighting and electronic products. Grainger offers recycling kits and boxes to help customers recycle light bulbs, ballasts, batteries, lamps, and other items that contain hazardous materials, particularly in circumstances involving compliance responsibilities. The kits also save storage space and reduce safety hazards by allowing Members to contain dead items and remove them from their facilities. Recycling kits include boxes or containers for collecting the items to be recycled. They also include prepaid shipping labels and recycling costs and instructions for sending the items to a recycling facility. Individual recycling boxes or containers are used to collect and store items for recycling. These boxes do not include prepaid shipping labels or recycling costs; users can send the box or container to the recycling facility via their preferred shipper. e Lighting and Energy Audits: The ability to perform lighting and energy audits. Grainger third-party partners will evaluate and audit lighting and energy capabilities and recommend focused solutions supporting sustainability. Coordination is pursued with City of Tucson and OMINA Member facility design and operations personnel to recommend retrofitting and other efforts to improve lighting and energy savings. f Certifications: The industry recognized certifications and standards obtained. Grainger identifies products with the environmental certifications in its catalogs, including: • US EPA ENERGY STAR • US EPA Safer Choice • US EPA Water Sense • Biodegradable Products Institute (BPI, certified compostable) • Design Lights Consortium (DLC)for LED lighting products • Forest Stewardship Council (FSC) • Green Seal March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 22 Equipment, & Materials ri ; GRAINGER. i►►n TUCSON • UL ECOLOGO • UL GREENGUARD, SCS Indoor Advantage, etc. (certified low emitting) 7. Training and Education Grainger will support the City of Tucson and OMNIA Partners' Members to schedule and I provide instruction as to industry trends, targeted products and solutions training associated with City of Tucson and OMNIA Partners' operations and identified needs. Objectives include elevating competency and supporting unique Member requirements. The following are opportunities within Grainger's' extensive training portfolio and include non-fee and fee-based sessions. • Comprehensive training modules addressing technical skills as to environment, health, and safety, electrical, HAZMAT, security, laboratory, and plumbing products. • Among the comprehensive safety initiatives are products that reduce falls and injuries. Grainger team members participate in yearly training that reviews approved products, proper wearing, and maintenance of products to present these training opportunities to customers. • Confined Space, Electrical Safety, and Forklift equipment and work area comportment. • Throughout the contract's term, tailored training to maintain and increase knowledge of the contract and its benefits and effective access to Grainger.com or e-pro applications for new employees and refresher instruction for tenured employees. Grainger partner providers works with City of Tucson and OMNIA Partners' Member agencies to identify products and product categories for additional training. Current programs include: • DeWalt Power Tools: Customer safety presentation and film. Hands-on demonstration of safe operating practices for power tools. Joint presentations by the Grainger Account Manager and DeWalt's representative, often performed at customer locations. • Proto Tools Hand tool Safety Seminar and Film: Demonstration of correct methods of tool usage. Joint presentations by Proto and Grainger Account Managers. A certificate of training is issued upon completion of class, which is also often conducted at customer locations. • Brady Manufacturing Lock-Out/Tag-Out Class: Training for correct methods to apply lockout/tagout devices for compliance with OSHA rules is accompanied by a video presentation and hands-on demonstration of different devices. Jointly presented by Grainger Account Manager and Brady Representative at customer locations. 8. Customer Support Services Grainger's policies on replacements, returns, restocking charges, after hours service, after sales support, out of stock, order tracking, technical feedback, quality assurance for orders and drop shipments are presented below. March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 23 Equipment, & Materials Oil' GRAINGER, TUCSON Grainger Customer Support Grainger Team Hours of Operation Customer Support Center(phone&email) 24/7 Monday-Sunday Online Chat Monday-Friday 6am-7pm CST Grainger Branch Personnel(Customer walk-in) Monday-Friday,Barn-5pm within respective US time zones. Hours may varyper specific branch. Monday-Friday,7am-5pm within respective US time Government Sales Team Members zones 24/7 support during emergencies Technical Product Support Monday-Friday 7am-7pm Central Time Zone Grainger.com Order processing available 24/7 Emergency Services Hotline 24/7,7 days a week Replacement, Returns and Warranty: Grainger accepts returns of products it sells, It also warrants its products. SATISFACTION GUARANTEE TO ALL CUSTOMERS. Customer should contact Grainger if not satisfied with a product for any reason. Grainger will promptly provide an exchange or refund if the product is returned within 30 days of date of invoice, with proof of purchase from Grainger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arranty Product Return. Before returning any product, Customer may contact Grainger either by logging on to grainger.com/returns or calling Grainger's Customer Care at 1-800-GRAINGER (472- 4643). Proof of purchase is required in all cases. March 28, 2024 The City of Tucson f Maintenance Repair& Operations (MRO) Supplies, Parts, 24 Equipment, & Materials GR 1: Ill,, TucsoN PRODUCT RETURNS. 1. GRAINGER 30-DAY SATISFACTION GUARANTEE. You can return your purchase for any reason for exchange or refund up to thirty(30)days from the date of invoice unless otherwise noted. Proof of purchase from Grainger is required for all returns. Grainger's 30-day satisfaction guarantee does not apply to"Sourced Products"and products sold on a"Final Sale"basis. 2. RETURNS AFTER 30 DAYS. Unless otherwise noted, you can also return product for up to one (1)year from date of invoice provided that product is in its original packaging, unused, unexpired, undamaged, and in salable condition. Proof of purchase from Grainger is required in all instances. Products sold on a "Final Sale"basis as defined below cannot be returned. "Sourced Product" (defined below)is subject to the manufacturer's return policy and may not be returnable. There are no restocking fees for Grainger catalog items. Returns of non- General Catalog items may be subject to a restocking charge. 3. FINAL SALE ITEMS. Items sold on a "Final Sale"basis include: (i)Custom items; (ii) purchases made under the Custom Product Center on grainger.com; (iii)special-order items; (iv)emergency response items; (v)items marked in Sourced Product quotations or invoices as "Non-Cancellable"or"Non-Returnable" and (vi)any other items that Grainger may designate as a"Final Sale"from time to time. RETURNS PROCESS. If you need to return an item, contact us directly at Customer Care at 1-800-GRAINGER (472-4643)or drop off or ship the product to the nearest Grainger branch location. Easy Return Process for: Easy Return Process for: • Wrong item shipped from Grainger • Incorrect item ordered • Item damaged when received • Ordered too many items • Faulty/defective item with product warranty • Product no longer required 1. The Member should call Grainger Customer Care 1. The Member should call Grainger Customer Care at 1-800-GRAINGER(472-4643) at 1-800-GRAINGER(472-4643) 2. Indicate preference for replacement item or credit 2. Package the item(s)including the packing slip 3. Grainger takes responsibility for the return and 3. Write the reason for the product return on the sends a return label to the customer packing slip;if the packing slip is not available, 4. Customer carefully packages the item(s), provide the purchase date,original invoice including the packing slip number and item number for the product 5. Place pre-paid shipping label on return package 4. Indicate preference for replacement item or credit 6. Member notifies carrier to pick up the return 5. Ship the package to the nearest Grainger branch 7. New product is shipped to the customer,or the location account is credited Restocking Charges: There are no restocking fees for Grainger catalog items. Returns of non-General Catalog items may be subject to a restocking charge. After Hours Service: Grainger's after-hours emergency service provides product fulfillment after standard Grainger branch business hours, and is provided via a toll-free number(1-800- CALL-VWVG)for service throughout the US. Calls are routed to one of Grainger's US based Call Centers. A Call Center employee then contacts a local Grainger branch employee, via phone, and relays the customer information. Grainger's branch employees are committed to contacting the customer within 60 minutes of the initial customer call to arrange to meet the customer at the local Grainger branch to fulfill the emergency order. Post Sales Support: Customer support is available at 800-GRAINGER (800-472-4643) provided by US based Customer Service Associates (CSAs). Grainger contact centers are available 24 hours a day, 7 days a week to assist our customers through phone, chat, and email. The Customer Service team consists of highly trained and experienced employees including Technical Product Specialists (TPS)that specialize in each of our product categories to serve our customers. All Customer Service team members will provide March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, , 25 Equipment, & Materials fit= GRAINGER. u_ TUCSON product and shipping information, answer questions, provide status, address customer concerns or issues and engage technical support to assist the customer. Out of Stock: If shopping via a punch out or Grainger.com, the customer can see real-time availability of a product. Users are notified within the punchout that the product is not available and when the product is expected to arrive. Subsequent changes in availability after the order is received will be sent via email to the customer. If the desired product is backordered or out of stock, the customer may use the compare feature to find an alternate product with similar form, fit and function. The ultimate decision to wait for the product or select an alternate product is that of the customer. If shopping via email or phone, Grainger's Customer Service Team will notify the customer if the product is on backorder or out of stock. The Customer Service Team member will provide alternate product suggestions. The ultimate decision to wait for the product or select an alternate product is that of the customer. Compare Products 241 Ono "•g"'+'"" Once products have been selected for X x comparison to an out- Of of-stock item. details can be immediately ►M viewed to determine a substitute product. :"NDO.G.Md ert(91. C011110611010164.“(111, 111410..w Woes 1.191.61.4, .......w.aavie. .11100•1 I.r01L0114001Ld111143N0 ..q........b..018i 1'MI161S»1ek '"e`11��ilp+1L 'Wit 44 1 emei m m Members can choose 01a.1*MS MnMAI man III Jr21 w,,,a,IMO MS MPM1101405 .0 1140.14147714 a substitute or wait C41Mp4. 141Q L•*"0q Paw 1142 for the out-of-stock "TM'"'°•a 1n`•• pr. 210 °a"~•• S10.S4 r. product to arrive. 16.M w :..4s: I.wc100W4M41M TM 23 4p</111W4nMfY,11123 I.wa1001c wm•fn 14123 1112114101/V lg166110:3 V 11.01P 61011v �Or 14110 Cwt P I WW -' 1Mkt WGn Ydm Y1r tat 44.c x Order Tracking: The City of Tucson and OMNIA Partners' Members can use Grainger.com to track the status of any pending order, regardless of ordering channel (online, phone, fax, e- mail). End users can determine shipment status, backorder status, and partial order shipments, will call order pick-ups and order SHIPPING CONFIRMATION PM.TM Wet cancellations for orders placed within the The 11MYMWoo an....Mw..awaNw Ma..:.MM M ov..cVgwv+M..bIle*OM past 36 months by clicking on the Order MY SHIPPED PRODUCTS History link at the top of any Grainger.com W page 10.155]„1:1v56r.,.41.31.8.. When the order leaves Grainger's DC, • Grainger will send a Shipment Tracing information can be accessed from the Confirmation with a tracking number that Shipment Confirmation. allows our customers to track the order through the delivery cycle. Technical Feedback: Grainger provides direct technical support from knowledgeable field personnel and manufacturers'field representatives. In our key supplier programs, manufacturers dedicate field resources to work solely with Grainger's field representatives. In addition, Grainger has an in-house Technical Product Support Department whose members have an average of 28 years of experience answering product-related questions across all March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 26 Equipment, & Materials AI GRAMME t►111 TUCSON product categories. Customers have easy access to this service during standard business hours. If a customer seeks to provide technical or any feedback regarding a product or any Grainger service, Comment Cards can be accessed throughout Grainger.com, including a link in the header and footer of every page on Grainger.com: Quality Assurance for Orders and Drop Shipments: To ensure quality customer experience, all phone calls to the Customer Service Center are recorded. This information is an element of a Quality Monitoring & Coaching approach where each Team Member receives scored evaluations completed by the QA team and his/her Service Leader each month. There is a similar process to audit email and chat transactions. In addition, a cross-functional team captures and investigates Service Opportunities to determine the root cause, any specific actions that are needed and to determine if there is a larger, systemic issue that should be addressed through technology updates and/or process changes. Grainger Supply Chain and Distribution Centers are vigilant in monitoring performance of suppliers and carriers, as to quality and timeliness of shipments, including manufacturer drop shipments. Goals are set to ensure that products are delivered on time and in good condition and exceptions are captured to address deficiencies. 9. Consulting Service Consulting and analysis of above listed services and solutions, as well as other value-add services not included above. Grainger Consulting Services is an industry-leading team of experts dedicated to helping Members solve their most pressing MRO challenges. Grainger's team analyzes the Members' current state and identifies relevant and comprehensive opportunities for improvements. Based on our findings, most customers can take as much as 15-25% or more out of their total MRO costs. Consulting projects can range from single site assessments to enterprise-wide evaluations of your overall MRO procurement, inventory, and product selection processes. The focus is to understand current state and identify opportunities for improvement that drive productivity and utilization and financial benefit. Customer Grainger recently assisted member City of Aurora, CO, to streamline their Procure to Pay Process saving Testimonial them time and money RESULTS: Our findings were able to help members increase productivity, improve local data while increasing inventory efficiency Overall savings of 16%. • Grainger's Cost-Driven Differentiators: Grainger Consulting Services has built its strategy and expertise around three major cost areas. Each can represent a significant opportunity to deliver savings and value back to a Members' organization. March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, ' 27 Equipment, & Materials GRAINGER I►ni TucsoN IP- � Product Inventory Baseline Space Optimization Standardization • Process Map • SKU Analysis • Interactive 3-D Model • Transaction Cost • Category Analysis • Fixture Specifications • Activity Analysis 8 • Inventory Model • Design&Plans • Project Plan • Project Plan • Project Plan Procure to Pay Supplier Consolidation Inventory Optimization Data Quality • Process Map • Supplier Analysis • Inventory Assessment • Data Analysis • Transaction Cost • Category Analysis • Reorder Point Reset • inventory Data Files • Activity Analysis • Relationship Management • Optimized Model • Governance Policies • Project Plan • Project Plan • Project Plan • Maintenance Plan Grainger's Consulting Team will work with Members to drive costs out of their operations. 10. Other Services Presented below are examples of services, in addition to those listed in the RFP. Grainger will continue to pursue value added services and programs throughout the life of the contract that will be available to the City of Tucson and OMNIA Partners' Members. a. Sustainability Solutions Grainger provides environmentally focused solutions including environmentally preferable products (EPP) and sustainability services. In 2022, our overall Grainger High-Touch Solutions U.S. EPP revenue was more than $1 billion. We meet customer demand by routinely evaluating our portfolio against customer needs and keeping our product certifications and attributes up to date. On a regular basis, we conduct a thorough review of certifications and attributes, in conjunction with a third-party partner, based on U.S. federal and state sustainable-purchasing guidelines. To guide customers toward sustainability solutions, Grainger has developed a Sustainability Solutions landing page on our website. The solutions are organized by sustainability categories including energy, waste, air quality and water management. Grainger's EPP are identified with a "green"filter during the search process, accompanied by a green leaf icon. The technical specifications section of each product contains a detailed explanation of the certificate or attribute, making it simple for customers to understand the environmental benefits. Grainger recently helped member City of Fresno Parks,After School,Recreation and Community Services(PARCS)Department with their green strategy to lower and improve solid waste going into the Customer environment. Grainger used reporting to identify products that weren't green friendly and made Testimonial recommendations to switch those items to eco-friendly items. We showcase these recommendations quarterly in regularly scheduled business reviews. RESULTS:One recommendation resulted in switching over a glove that typically would take 100+years to decompose to an option that breaks down 82%in just 386 days. b. Safety Value Add Solutions Grainger's Environmental, Health & Safety (EHS) Services help Members protect their people, facilities, and the environment. Grainger's Field Safety Specialists bring education, experience, and expertise to help Members address a wide range of safety and health matters to assist with injury reduction, compliance improvement, and risk assessment. Grainger has the depth and structure to deploy, support and track agency-wide initiatives. March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 28 Equipment, & Materials x GRAINGER, imilimi TUCSON In addition to assessments from Manufacturers, Grainger's Field Safety Specialists leverage our Grainger Safety Assessment to evaluate a broad range of OSHA Regulatory and Compliance needs. The Grainger Assessment delivers a customized report highlighting areas of a safety program that are currently in compliance or areas where additional focus may be needed. Customer Grainger recently helped member City of Sacramento stay OSHA compliant with Fall Protection Testimonial assessments. helping them create a safer and more compliant workplace by preventing falls in the workplace. RESULTS:Enhances employee safety and Cal-OSHA compliance. Please see Exhibit 03 Grainger Safety Assessment providing further details regarding the Grainger Safety Assessment. The Grainger Safety Assessment includes topics like Hazard Communication, PPE, Lockout Tagout, Confined Spaces, Fall Protection, Ladders and Temperature Stress, among others. c. Energy/Sustainability Services The Grainger Energy Services team can identify and implement a wide range of efficient solutions for an agency to help design and facilitate the installation of energy-saving and water conservation measures: 9 Lighting Retrofits and Upgrades Of Electrical Services illK HVAC Filter Replacement &Preventative Maintenance ir Electric Vehicle Charging Stations 414 HVAC Optimization, Upgrades &Retrofits 0 Steam Trap System Studies/Upgrades O. Motor &Drive Upgrades n Thermal Blanket Installation 4... Solar Panel & Battery Storage S, Water Conservation Upgrades d. Online Solution Center Grainger compiles an online safety center with information and resources that help keep people safe and facilities running. The Solution Center enables OMNIA Partners' Member safety specialists to access safety news, trends, and regulatory issues free of charge. Information includes: • OSHA's Law& Regulations: This page contains links to all current OSHA standards, provides information on the rulemaking process used to develop workplace health and safety standards. • Environmental Health and Safety Webinars: This on-demand series offers industry information and updates to help keep informed of environmental, health and safety trends affecting your operations. Participants receive a certificate of attendance providing documentation for 1 credit hour of training. • Online Safety Catalog: Access to our latest safety catalog 24/7 in easy-to-navigate format. Search by product name, category, or SKU. • Grainger KnowHow®: Delivers equipment guides and safety protocols. e. Facility Services Grainger Facilities Services help prolong the life of a Member's buildings and structures and support safety initiatives. These services keep facilities dry, safe, and sustainable. Services include: • Inspection Services. • Air barrier audits. • HVAC Restoration. • Assembly and Installation Services. March 28, 2024 The City of Tucson I Maintenance Repair& Operations (MRO) Supplies, Parts, 29 1 Equipment, & Materials j �. t Ilii, TUCSON • Roof Restoration- Rooftop Safety Installation and Roof Cleaning. • Flooring- Concrete Polishing, Floor Design and Installation, Floor Repairs, and Floor Striping. • Ceiling Tile Installation/Replacement. • Patch and Repair Services, Preventative Maintenance. f. Metalworking Solutions Grainger's team of metalworking experts provide and apply the latest technology to boost productivity and maximize Member's investment across more than 500 metal working applications. Grainger offers a broad portfolio of value-add—non-fee and fee-based services, as well as sourcing unique or difficult to find metalworking products. g. Footwear Safety Grainger's safety initiatives include its Managed Footwear Program across City of Tucson OMNIA Partners' Member job categories. Shoes with appropriate traction prevent falls and reduce electrical accidents by enlisting non-conductive footwear made from leather, rubber, or other materials to reduce electrical accidents. Grainger coordinates the availability of footwear protection across all OMNIA Partners' Members customers. Included is both a physical shoe mobile and a web-based program for remote users. The initiative ensures easy access to all employees while City of Tucson and OMNIA Partners' Member leadership maintains full control and visibility of purchases. Grainger recently helped member County of Fresno, CA keep its employees safe by reducing the risk of Customer accidents and injuries. Fresno added protection from slips. trips, and falls by leveraging Grainger's Testimonial Managed Footwear Program.RESULTS:Ensured comporting with appropriate and approved footwear to reduce accidents and injuries. • h. Prescription Eyewear Grainger partners with a network of eyewear providers that can offer multiple solutions for safety prescription eyewear needs. Service options include onsite kiosks or local eye care service providers. Each program has unique features and may require a minimum number of eyewear users. 11. Emergency Response Grainger engages customers in high-risk areas and assists in building resiliency to rapidly deliver critical supplies. Our 15+ years of experience, purchasing history data, and market intelligence contribute to structuring emergency response solutions. Analyzing data captured after each emergency event helps determine which supplier and products to add to our portfolio or adjust our inventory position to specific locations. During any emergency, Grainger prioritizes government and healthcare customers so emergency responders and hospitals have resources to assist the sick or injured. As part of our Disaster Continuity Plan, Grainger's response and recovery protocols encompass providing government and commercial customers with priority to first response agencies, with critical product and services associated with the incident. Monitoring weather and media reports while coordinating with state and local authorities, Grainger activates its emergency response center prior to and throughout the period of need. With resource capacity to move products expeditiously, Grainger stages resources in critical areas and frequently deploys team members to assist. Localized response procedures enable customers in need to obtain emergency response items at any time. Local Grainger branches may remain open 24 hours a day during major emergencies and disasters. Trailers can bring in critical products and extra personnel can be March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 30 Equipment, & Materials �1,r GRAINGER, TUCSON on site to support relief efforts. Preexisting supplier agreements allow products and equipment to be replenished quickly to help Grainger's customers. Grainger is positioned to respond to emergency situations. Grainger's network of 250 branches is supported by 14 strategically located distribution centers across the U.S. Grainger can pull from and move its extensive inventory to areas of need quickly and efficiently. Grainger has experience knowing how to leverage its logistics networks to get the right products in the right place to address across a range of situations. This network ensures that constant product replenishment is nearby and easily accessible. Grainger's pricing and services will not change in an emergency, large or small. OMNIA Partners' Member's costs will mirror the contract. During 2021. thousands of Madera/Fresno residents were forced to evacuate due to fire. Grainger helped Member Fresno County Sheriff by expeditiously providing PPE and sanitary products to help first Customer responders during the evacuations and cleanup. Grainger supported additional departments Fresno Testimonial County Sheriff Department. Fresno County Department of Health and EMS, and Fresno County Purchasing Department. RESULTS:Assisted Madera/Fresno agencies and citizens during an extreme fire emergency 12. Customer Product Center Grainger can customize products with the Member's logo or message. We can also custom- size products like filters or specialized signs to meet your needs. Members decide the size, configuration, or message. b. Describe how you will roll out your program to City of Tucson staff. Include in your discussion training, education, meetings, information gathering, annual contract awareness event, etc. The success of Grainger's City of Tucson-OMNIA Partners contract is directly attributed to our working together on a comprehensive contract implementation plan. As the incumbent, we will leverage our 13 years of City of Tucson experience and proven processes to deliver an effective and efficient implementation. There will be a seamless transition for City of Tucson staff with uninterrupted service and support. Grainger will continue current work to integrate with the City of Tucson across its systems and processes to drive the City's objectives. Other incumbent OMNIA Partner Members will also be transitioned seamlessly. We are committed to marketing the contract throughout its lifecycle to reach City of Tucson Departments and components to maximize its efficiency. Grainger will collaborate with City of Tucson and OMNIA Partners to mutually align on communication channels, messaging content, and delivery targets and timing to reflect a continued strong partnership across our organizations regarding the City of Tucson contract and its benefits. Grainger will promptly designate a dedicated implementation project manager to execute and deploy all major milestones of the agreement. A detailed implementation plan addressing OMNIA Partners' Members beyond the City of Tucson is provided in Attachment F, Exhibit A, OMNIA Partners Response for National Cooperative contract. DEFINE—Within First 10 da s of Award Create a mutually agreed upon joint communication campaign, including: March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 31 Equipment, & Materials GRAINGE s 1111 TUCSON • Assign marketing and communication experts to create messages and tools for internal and external purposes to include: • Upon notice of award, Grainger will provide its Executive Leadership endorsement and support. Grainger messages will endorse the new agreement and highlight its values and benefits of the new contract. • Grainger will collaborate with City of Tucson/OMNIA Partners and distribute a co-branded press release providing highlights of Grainger's award position and contract benefits. • The press release will announce Grainger's award position and contract benefits through mutually agreed upon social media sites such as X, Facebook, Linkedln, and YouTube. • Update dedicated Grainger's internal website with City of Tucson contract information and benefits. • Grainger will coordinate with the City of Tucson to identify Key Agencies and Key Stakeholders at each one. LAUNCH —Within 30-60 da s of Award Grainger, City of Tucson, and OMNIA Partners will partner to educate respective teams of the new contract terms, differentiators, and go-to market tactics that will be used to ensure growth and transition will be smooth. • Marketing o Provide to City of Tucson mutually agreed upon co-branded collateral pieces including, contract benefit presentations, services and solutions marketing collaterals, and case studies. • Education/Training o Grainger leadership will ensure comprehensive understanding of the City of Tucson/OMNIA Partners contract terms, benefits, and solutions through Department or component Kick-Off Calls, and focused Site Execution Plans for Grainger Sales Team members. o Grainger's Government Sales team will have comprehensive knowledge of the new agreement to present the benefits of this agreement to all City of Tucson components. o Conduct dedicated training - In person and virtual meetings -to key City of Tucson personnel on the new Grainger's offering. o Provide seller action plans and timelines to achieve implementation success criteria. o Conduct, at minimum, quarterly contract educational calls with Grainger Sales and Customer Service teams. • Contract Performance Metrics o Grainger will use sales reporting to ensure all goals and objectives are met. Grainger will provide periodic updates on the contract's revenue performance and affiliation growth through Stakeholder updates and business reviews as requested. • Annual Contract Awareness o Business Reviews with City of Tucson Procurement Officer and Key Agencies. o Conduct webinars for City of Tucson staff as well as live meetings, to refresh knowledge of contract benefits, promote key initiatives, share customer level success stories, as well as product offerings/promotions. o Provide Member compliance metrics and reporting as requested. • Continue Member Insight and Expansion March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 32 Equipment, & Materials GRAINGER, 11111 TUCSON o Work with City staff to identify areas of opportunity for additional savings offered through the contract. Grainger will use reporting, supplier experts, and consulting business partners to identify key areas the City can consider. o Pursue high-touch solution values by the City of Tucson dedicated government team via customer discussions and internal Grainger training to increase Grainger insight of specific City of Tucson MRO challenges and to develop initiatives to address. c. Describe how you will develop and maintain relationships with key department end users to convert sales to this contract, offer relevant solutions, problem solve, introduce new products or services, etc. Grainger's reiterates its commitment to continue building on a strong foundation so every City of Tucson Member can meet their MRO challenges with the products and services they need, at the most competitive prices with the best overall value. We have learned that the City of Tucson/OMNIA Partners, and Grainger are more successful when we focus on individual Member circumstances and requirements. To know the Member in detail, Grainger's leadership manages its team member work directly and engages all Members. Grainger's National Government Sales Manager supervises these relationships and meets with each of the aligned account managers at least monthly to review successes, challenges, identify trends and bring focus to current and developing individual Member priorities. This engagement includes sharing the substance of the meetings with the City of Tucson Member. The fundamental is discerning Member need and remaining relevant to that individual City of Tucson Department. Grainger's City of Tucson National Government Sales Manager will continue to have enormous corporate resources supporting this work, including Inventory Management (KeepStock), Field Safety Resources, Digital Platform, and Product and Service Technical Expertise to speed resolution of challenges, close gaps and identify and resolve location needs. For example: • The National Government Sales Manager(GSM)takes part in Member Business Reviews to provide opportunity for City of Tucson OMNIA Partners to share candid feedback with Grainger leadership and ensure each component is receiving the standards of service and product Grainger has committed to provide. • The GSM meets with the City of Tucson/OMNIA Partners Contract Managers at least a quarterly to review overall contract portfolio- sharing performance, investments, and opportunities, and to secure insights to provide feedback to the local Grainger Account Managers. • Should problems or challenges occur, Grainger's goal is to make it right for the City of Tucson OMNIA Partners individual Member. The National Government Manager for the City of Tucson/OMNIA Partners is Ken White, Ken.White@.grainger.com, phone 729.988.7669. Mr. White or any Grainger leader may be contacted at any time. d. Describe your sales and reporting capabilities. What level of detail is available? Using its SAP platform, Grainger reporting capabilities track and monitor Member spending and can evolve to capture .metrics. Standard and custom reporting can be shown and created at Member request. A high level of report detail is available including items purchased by track code, sub track code, and/or account number, total sales and quantity per item, total sales at an account level as well as shipping location, supplier diversity, green purchase history and invoice detail reports. Some of Grainger's detailed standard reports that monitor spend and track usage includes: March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 33 Equipment, & Materials GRAINGER. TUCSON • Procurement Tendency Report: helps Members understand purchasing tendencies executed through Grainger (channel sales, repeat item spend, category spend). • Cost Savings Analysis (CSA): Reports savings based off catalog price. • Item Purchase History (IPH): Summary report that shows items purchased by track code, sub track code, and or account number. Include total sales and quantity per item. • Green Item Purchase History (Green IPH): Summary report that show green items purchased by track code, sub track code, and or account number. Include sales and quantity per green item. 3. ORDERING & INVOICES `Entire Section is Confidential" March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 34 Equipment, & Materials Illlf TUCSON March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 35 Equipment, & Materials „t., 6 A ,,,,,,,.. Tire' SON March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 36 Equipment, & Materials GRAINGER. I 11111111111111111110111111111 al.a, TUCSON March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 37 Equipment, & Materials GRAINGER 1111 r' CITY 0' TUCSON March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 38 Equipment, & Materials _ GINGER. CIt Cl!11Nt 2. Price Proposal A. Price Proposal "Entire Section,aside from proposal pricing, is "CONFIDENTIAL 1. Provide a price proposal as requested on the Attachment H — Price Page Core Lists . a. Market Basket— Provides for the deepest discounts, as listed on the category discount sheet, on a variety of products to agencies nationwide. Products in this list represent the largest annual spend in terms of dollars and/or highest volume in terms of quantity. Pricing for Market Basket items shall be provided to all Participating Agencies. Within Attachment H, Price Page Core Lists, Grainger presents a 100% response to the Market Basket providing the most advantageous pricing drawn from actual agency experience representing our broad availability of exact-match items. This pricing will be available to all Participating Agencies. b. Functional Alternatives— Provide items which can be substitutes for the corresponding items on the Market Basket which might provide better value but meet the same need. Items in the Functional Alternatives section of the price page will be evaluated as value-add items for the National Program. Pricing for Functional Alternatives shall be provided to all participating agencies. i. Using Attachment H, Price Page, complete the columns specified resulting in the proposed discount and net contract price for items offered nationally. Within Attachment H, Price Page Core Lists, Functional Alternatives, Grainger has the ability to provide functional alternatives for over 85% of market basket items varying in price, package quantity and manufacturer to meet varied Member requirements. March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 43 Equipment, & Materials _ GRAINGER. CM OP TUCSON March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 44 Equipment, & Materials f ��{ , "'r 1►m ,„, TUCSON March 28, 2024 The City of Tucson 1 Maintenance Repair& Operations (MRO) Supplies, Parts, 45 Equipment, & Materials GRAINGER. l!1/ C.1101 TUCSON March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 46 Equipment, & Materials roti GRAINGER, TUCOP SON 3. Qualifications & Experience A. Qualifications and Experience 1. COMPANY HISTORY Provide a brief history and description of your company. "Entire Section Is CONFIDENTIAL' March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 47 Equipment, & Materials GRAINGER. 1111111111111111 TUCSON 4. TOTAL NUMBER& LOCATIONS OF SALESPERSONS Provide the total number and location of salespersons employed by your firm. "Entire Section is CONFIDENTIAL' 00+ March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 48 Equipment, & Materials GRAINGER TUCSON 5. NUMBER& LOCATION OF SUPPORT CENTERS Number and location of support centers (if applicable). "Entire Section is CONFIDENTIAL 6. TEAM MEMBER QUALIFICATIONS Describe the qualifications of your sales personnel and technicians. "Entire Section is CONFIDENTIAL' March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 49 Equipment, & Materials I11 s [nv or TUCSON 7. KEY PERSONNEL Provide a listing of key personnel who may be assigned to the City's contract. Include their title within your organization and the description of the type of work they may perform. Please identify an executive corporate sponsor who will be responsible for the overall management of the awarded Master Agreement. "Entire Section is CONFIDENTIAL" 8. EXPERIENCE & REFERENCES Summarize your experience in providing product and services similar to that outlined in the Scope of Work. Provide a minimum of three references for which you have provided similar products and services. References from other public agencies, particularly municipal governments, are preferred. Please include company name, address, phone, email, and contact person. March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 50 Equipment, & Materials -t: GRAINGERWO OF . TUCSON "Entire Section is CONFIDENTIAL" 9. ADDITIONAL INFORMATION Please submit any additional information that you feel is applicable to your qualifications and experience. "Entire Section Is CONFIDENTIAL" March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 51 Equipment, & Materials GRAINGER. Cat O, TUCSON March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 52 Equipment, &Materials F` GRAINGER. Il„ TUCSON SUMMARY Throughout Grainger's response to the City of Tucson/OMNIA Partners Request for Proposals to provide Maintenance, Repair and Operations products and services to government and institutional sector agencies, we have strived to relate our deep commitment to the public sector. This is reflected in our competitive pricing, broad and accessible products, ability to deliver products when needed and digital platforms that make shopping easier. Team Member expertise reflects our commitment to be essential to every City of Tucson/OMNIA Partner Member. It is a privilege to work with the City of Tucson/OMNIA Partners. Our proposal seeks to continue the trust you have placed in us. Thank you for considering our proposal rGRAINGER. TUCSON ' March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 53 Equipment, & Materials GRAINGER. TucsoN Appendix Please see the following information included in as a separate PDF attachment. Services 1. Exhibit 01 Sourcing Terms and Conditions 2. Exhibit 02 WWW ESG Report 3. Exhibit 03 Grainger Safety Assessment 4. Exhibit 06 Grainger US Branch 7 DC Locations Other Requested or Referred-to Information 5. Exhibit 04-1 Sample Invoice 6. Exhibit 04-2 Sample Invoice 7. Exhibit 05 Item Purchase History(IPH) Report 8. Exhibit 07 City of Tucson Business License March 28, 2024 The City of Tucson Maintenance Repair& Operations (MRO) Supplies, Parts, 54 Equipment, & Materials CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 29 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA,6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 G. SPECIAL TERMS AND CONDITIONS G.1. COOPERATIVE PURCHASING Contractor will, when requested, provide goods and services at the same prices and under the same terms and conditions as set forth in this Contract to any public or nonprofit agency that, at the time of request, has a Cooperative Purchasing Agreement with the City or participates in the Strategic Alliance for Volume Expenditures (SAVE) cooperative. See http://www.tucsonprocurement.com/coop partners.aspx and click on "Cooperatives" for a list of agencies that have Cooperative Purchasing Agreements with the City; see http://www.mesaaz.gov/home/showdocument?id=23638 for a list of agencies participating in SAVE. These lists are subject to change. Contractor may, however, charge an agency that is outside the Tucson Metropolitan Area for additional out-of-pocket expenses that will be incurred by Contractor in providing goods and services to the agency (i.e., freight charges, travel related expenses, etc.). Each participating agency that orders goods or services under this Contract as provided above is solely responsible for paying Contractor for those goods and services. The City is not responsible for any disputes arising out of transactions made by others. G.2. FOB DESTINATION FREIGHT PREPAID Prices shall be FOB Destination Freight Prepaid to the delivery location designated. Contractor shall retain title and control of all goods until they are delivered and the Contract of coverage has been completed. All risk of transportation and all related charges shall be the responsibility of the Contractor. All claims for visible or concealed damage shall be filed by the Contractor. The City will assist the Contractor in arranging for inspection. G.3. FEDERAL TRANSIT ADMINISRATION (FTA) REQUIREMENTS Any contract awarded pursuant to this solicitation will contain the FTA Terms and Conditions listed in the corresponding attachment titled, "FTA Terms, Conditions and Certifications". G.4. PRICE ADJUSTMENT At least 90 days before the date that the Contract is eligible for extension, Contractor may submit to the Contract Officer a request for price adjustments based on documented increased Contractor costs and the City may, at its discretion, make price adjustments, which will apply during the extension term. G.5. TERM AND RENEWAL The term of the Contract will commence when awarded to Contractor and remain in effect for a period of three (3) years, unless terminated, canceled or extended as otherwise provided herein. The City may, at its sole option, extend the Contract's term for up to two (2) additional one-year periods or portions thereof. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 30 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 The Contractor shall have the right to enter local "service" agreements with Participating Public Agencies accessing the contract through OMNIA Partners, please reference OMNIA Partners Attachment F, Exhibit A, 1.4 Award Basis, 2nd paragraph. G.6. FEDERAL, STATE AND LOCAL TAXES, LICENSES AND PERMITS The Supplier shall comply with all Federal, State, and local licenses and permits required for the operation of the business conducted by the Supplier as applicable to this Contract. The Supplier shall, at no expense to the City, OMNIA Partners, or other Participating Public Agencies, procure and keep in force during the entire period of the Agreement all such permits and licenses. G.7. SUBCONTRACTORS No subcontract shall be made by the contractor with any other party for furnishing any of the services herein contracted for without the advance written approval of the Department of Procurement. All subcontractors shall comply with Federal and State laws and regulations that are applicable to the services covered by the subcontractor and shall include all the terms and conditions set forth herein which shall apply with equal force to the subcontract, as if the subcontractor were the Contractor referred to herein. Contractor is responsible for contract performance whether or not subcontractors are used. G.8. RIGHT TO TERMINATE FOR CHANGE IN OWNERSHIP OR MATERIAL RESTRUCTURE OF THE CONTRACTOR In addition to the Termination of Contract clause in the Standard Terms and Conditions section of this solicitation and resulting contract, the City reserves the right to cancel the whole or part of this contract within 60 days written notice of the completion of any material change of ownership in the Contractor's company, including its sale, merger, consolidation or dissolution. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 31 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 H. INSURANCE REQUIREMENTS H.1. Required Insurance Policies Contractor will obtain and maintain during the entire term of this Contract and for 2 years after the Contract term ends, the following insurance coverage from insurers that have an "A.M. Best" rating of not less than A-VII: H.2. Commercial General Liability Policy must include Bodily Injury, Property Damage, Personal Injury and Broad Form Contractual Liability with coverage limits no lower than: A. Each Occurrence: $1,000,000 B. General Aggregate: $2,000,000 C. Products & Completed Operations Aggregate: $2,000,000 D. Personal and Advertising Injury: $1,000,000 E. Blanket Contractual Liability: $1,000,000 H.3. Commercial Automobile Liability Policy must include bodily injury and property damage, for any owned, hired, and/or non-owned vehicles used in performance of work under this Contract, with a Combined Single Limit no lower than $1,000,000. H.4. Worker's Compensation Policy must have coverage limits no lower than: A. Per Occurrence: Statutory B. Employer's Liability: $1,000,000 C. Disease Each Employee: $1,000,000 D. Disease Policy Limit: $1,000,000 E. [If Contractor is a Sole Proprietor, include this waiver provision under A.R.S. § 23-961(M). To determine whether the Contractor is a Sole Proprietor, please request the Sole Proprietor/Independent Contractor form from the Contract Officer listed in the solicitation.] I am a sole proprietor, and I am doing business as [name of sole proprietor business]. I am performing work as an independent contractor for the City of Tucson. I am not the employee of the City of Tucson for workers' compensation purposes, and, therefore, I am not entitled to workers' compensation benefits from the City. I understand that if I have any employees working for me, I must maintain workers' compensation insurance on them. CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 32 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 H.5. Policy Change Notice Contractor will give the City 30 days advance written notice before any of the above policies are changed in any manner that is inconsistent with the requirements of this Contract. The notice must be sent directly to the Procurement Division of the Business Services Department. H.6. Additional Insured The Commercial General Liability, Commercial Automobile Liability and umbrella policies where applicable will include the City as an additional insured with respect to liability arising out of the performance of this contract. The City must be covered to the full policy limits, even if those limits of liability are in excess of those required by this Contract. The coverage must be primary and any insurance carried by City is excess and not contributing. H.7. Claims-Made Coverage If any or part of the required insurance is written on a claims-made basis, any policy retroactive date must precede the date of the contract and the Contractor must maintain such coverage for a period not less than three (3) years following contract expiration, termination or cancellation. H.8. Additional Requirements Each insurance policy required by this Contract, excluding Professional Liability (Errors & Omissions), must include or be endorsed to include to provide the following: A. A waiver of subrogation endorsement in favor of the City, for losses arising from work performed by or on behalf of the Contractor (Including Worker's Compensation). B. The policy is primary and any insurance carried by the City is excess and not contributing. C. The coverage provided by the policy is not limited to the liability assumed under the indemnification provisions of this Contract. D. The insurer will provide written notice to the City at least ten (10) calendar days before the policy is terminated or cancelled or the coverage is reduced. H.9. Verification of Coverage A. Contractor will give the City certificates of insurance (ACORD form or equivalent approved by the City), signed by an authorized representative of the insurer, showing that the Contractor has all the insurance required by this Contract. B. Contractor must deliver the certificates directly to the Procurement Division of the City's Business Services Department before the Contractor commences work under this Contract. C. The certificates must contain the City project/contract number and project description. D. The City reserves the right to require complete copies of all insurance policies required by this Contract at any time. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 33 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 H.10. Subcontractors Contractors' insurance certificate(s) must include all subcontractors as insureds under its policies or Contractor must give the City separate certificates and endorsements for each subcontractor showing that each subcontractor has the insurance coverage described above. H.11. Public Entities If Contractor or any sub-contractor is a public entity that self-insures as permitted by law, then the insurance requirements in this Section 8 will not apply to that entity and that entity must instead provide a Certificate of Self- Insurance. H.12. Sufficiency of Coverage The City in no way warrants that the required minimum insurer rating in this Contract is sufficient to protect the Contractor from potential insurer insolvency, nor that the required liability limits are sufficient to protect Contractor. CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 34 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 I. STANDARD TERMS AND CONDITIONS 1.1. ADVERTISING Contractor will not advertise or publish information concerning this Contract without prior written consent of the City's Business Services Director. 1.2. COMPLIANCE WITH LAWS The parties will comply with all federal, state and local laws, rules, regulations, standards and Executive Orders including, without limitation, the following: A. Americans with Disabilities Act. Contractor will comply with all applicable provisions of the Americans with Disabilities Act (Public Law 101-336, 42 U.S.C. 12101 -- 12213) and applicable Federal regulations under the Act, including 28 CFR Parts 35 and 36. B. Workers' Rights Laws. Contractor will comply with all applicable provisions of Federal and State Child Labor and Workers' Rights laws and agrees if called upon to affirm in writing that they and any subcontractors working under this Contract are in compliance. C. Affirmative Action. Contractor will comply with Chapter 28, Article XII of the Tucson City Code Chapter 28. 1.3. GOVERNING LAW AND VENUE This Contract is governed by the laws of the State of Arizona and the City and Contractor will have all remedies afforded to each by the Tucson Procurement Code and the laws of the State of Arizona. Any lawsuits regarding this Contract must be brought in a court of competent jurisdiction in Pima County, Arizona. 1.4. ARBITRATION Notwithstanding any other provision in this Contract, no agreement by the City to arbitrate a dispute is binding unless given expressly and in writing after execution of this Contract. However, if both parties agree, disputes may be resolved through arbitration following the process in A.R.S. § 12-1501, et seq. Contractor must continue to perform under this Contract without interruption, notwithstanding the provisions of this section. 1.5. ASSIGNMENT Contractor may not assign its rights or obligations under this Contract without the prior written permission of the City's Business Services Director. The City will not unreasonably withhold approval for a requested assignment. 1.6. SUBCONTRACTS Contractor may not enter into any subcontracts for work under this Contract without the advance written approval of the City's Business Services Director. All subcontracts will incorporate all the terms and CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 35 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA,6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 conditions of this Contract. Contractor is responsible for contract compliance and quality of work of any subcontractors used. 1.7. PROTECTION OF CITY PROPERTY If this Contract requires Contractor to perform any work on City-owned property, Contractor will use reasonable care to avoid damaging existing buildings, equipment, and vegetation (such as trees, shrubs, and grass) on the property. Contractor will replace or repair any damage caused by Contractor or any employee, agent, or subcontractor of Contractor, at no expense to the City. If Contractor fails or refuses to make such repair or replacement, the City will estimate the cost of repair and, upon receiving an invoice from the City for that estimated cost, Contractor will pay the City the invoiced amount. City may, at its discretion, instead deduct the amount from any payments due Contractor under this or any other City contract. Contractor will, during the course of its work on City property, keep the work area, including any storage areas used by the Contractor, free from accumulation of waste material or rubbish. Upon completion of the work, Contractor will leave the work area in a clean and neat condition, free of any debris, and will remove any non-City-owned materials or equipment or other personal property that it has caused to be located on the City property. 1.8. COMMENCEMENT OF WORK Contractor will not commence any billable work or provide any material or service under this Contract until Contractor receives a purchase order or is otherwise directed to do so, in writing, by the City. 1.9. CONFIDENTIALITY OF RECORDS Contractor will establish and maintain procedures to ensure that no information contained in its records or obtained from the City or from others in carrying out its functions under this Contract is used or disclosed by it, its agents, officers, or employees, except as required to efficiently perform its duties under the Contract, and will take appropriate measures torotect anypersonal identifying information PY 9 of any individuals. 1.10. CONTRACT ADDENDA; ADDITIONAL WORK This Contract may only be amended by a written agreement signed by the parties. The City's Business Services Director or their designee may, on behalf of the City (1) approve and execute any addenda, change orders, or supplemental written agreements; and (2) grant time extensions or contract renewals. Except in the case of a documented emergency, Contractor will not perform any work under this Contract that exceeds the scope of work or contract amount unless a formal addendum or change order has first been approved and executed by the City. 1.11. ENTIRE CONTRACT; INTERPRETATION This Contract, which includes all the conditions and requirements set forth in the Solicitation and all addenda to the Solicitation, all the Special Terms and Conditions and Standard Terms and Conditions, and all the terms of the Offer submitted by Contractor as finally negotiated and accepted by the City, CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 36 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W. ALAMEDA,6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 constitutes the entire agreement of the parties regarding the services described in the Scope of Work and will prevail over any and all previous agreements, contracts, proposals, negotiations, purchase orders, or master agreements in any form. No course of prior dealings between the parties and no usage of the trade will be deemed to supplement or explainterm used in the Contract. P any 1.12. SEVERABILITY The provisions of this Contract are severable. If any provision or application of a provision of this Contract is held to be invalid, that will not affect the validity any otherprovision orapplication of a Y provision that can remain meaningfully effective without the invalidated provision or application. 1.13. DUPLEXED/RECYCLED PAPER Whenever practicable, all printed materials produced by Contractor in the performance of this Contract will be duplexed (two-sided copies), printed on recycled paper, and labeled as such. 1.14. NON-DISCRIMINATION Contractor will comply with all provisions and requirements of Arizona Executive Order 2009-09, which is hereby incorporated into this Contract, including flow-down of all provisions and requirements to any subcontractors. During the term of this Contract, Contractor will not discriminate against any employee, client, or any other individual in any way because of race, color, religion, ancestry, sex, age, disability, national origin, sexual orientation, gender identity, familial status, and/or marital status. 1.15. DELIVERABLES PROPERTY OF CITY; NO LIENS All services, information, computer program elements, reports and other deliverables created under this Contract are the sole property of the City and may not be used or released by Contractor except with the City's prior written permission. All deliverables supplied to the City under this Contract will be free of all liens and encumbrances. 1.16. FEDERAL IMMIGRATION LAWS AND REGULATIONS Contractor warrants and will require each subcontractor performing work on this Contract to warrant that it will comply with all federal immigration laws and regulations that relate to its employees and with the requirements of A.R.S. § 23-214(A). A breach of this warranty will be deemed a material breach of this Contract that is subject to penalties up to and including termination of this Contract. City may inspect the records of any employee of Contractor or any subcontractor performing work on this Contract to monitor Contractor's and its subcontractors' compliance with this warranty. 1.17. FORCE MAJEURE Except for payment of sums due, neither party will be liable to the other nor deemed in default under this Contract if and to the extent that such party's performance of this Contract is prevented by reason of Force Majeure. The term "Force Majeure" means an occurrence that is beyond the control of the CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 37 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 party affected and occurs without its fault or negligence. Force Majeure does not include late performance by a subcontractor unless the delay arises out of a Force Majeure occurrence. If either party is delayed at any time in the progress of the work by Force Majeure, the delayed party must notify the other party in writing of the delay as soon as practical, including when the delay commenced and its cause. The notice must make a specific reference to this article to fall within its protection. The delayed party must resume performance as soon as practicable and must notify the other party in writing when it has done so. The parties will modify the Contract to agree upon the period of time by which the excused delay extends any completion dates. 1.18. GRATUITIES The City may, by written notice to the Contractor, terminate this Contract if it finds that gratuities, in the form of entertainment, gifts, meals or otherwise, were offered or given by Contractor or any agent or representative of Contractor, to any officer or employee of the City to influence the award of this Contract or any determinations with respect to the performance of this Contract. In the event this Contract is terminated by the City pursuant to this provision, the City will be entitled, in addition to any other rights and remedies, to recover or withhold from Contractor the amount of the gratuity. 1.19. CONFLICTS OF INTEREST The City may terminate this Contract without penalty or further obligation pursuant to A.R.S. § 38-511 if any person significantly involved in initiating, negotiating, securing, drafting, or creating the Contract on behalf of the City is or becomes, at any time while the Contract or any extension of the Contract is in effect, an employee of, or a contractor to, Contractor with respect to the subject matter of this Contract. Termination will be effective when written notice from the City's Business Services Director is received by Contractor, unless the notice specifies a later time. 1.20. INDEMNIFICATION To the fullest extent permitted by law, Contractor, its successors, assigns and guarantors, will indemnify, defend, and hold harmless the City and its officials, employees, volunteers, and agents, from and against all allegations, demands, proceedings, suits, actions, claims (including but not limited to claims of patent, trademark, or copyright infringement), liability, damages, losses, expenses (including but not limited to attorney fees and court costs, including the cost of appellate proceedings, and all claim-adjusting-and-handling expenses) or disbursements of any kind or nature, that may be asserted against, imposed on, or incurred by any of them, in any way relating to or arising from any actions, errors, mistakes or omissions of Contractor or any subcontractor or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable relating to work, services and/or products provided under this Contract. Contractor is responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. Contractor agrees to waive all rights of subrogation against the City, its agents, officials, employees, and volunteers for losses arising from the work performed by Contractor under this Contract. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 38 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 1.21. INTELLECTUAL PROPERTY If manufacture, sale, or use of any method, process, machine, technique, design, living thing, genetic material, or composition of matter, or any part thereof("Product") by Contractor in performing its duties under this Contract is determined to constitute infringement and if further manufacture, sale, or use of said Product is enjoined, Contractor will, at its own expense, either procure for the City the right to continue manufacture, sale, or use of that Product, replace it with an alternative non-infringing Product, or modify it so it becomes non-infringing. If requested by City, Contractor will provide the City with satisfactory evidence of patent licenses or patent releases covering City-specified proprietary materials, equipment, devices or processes. 1.22. INDEPENDENT CONTRACTOR Neither party is the agent, employee, partner, joint venturer, or associate of the other. No employee or agent of one party will be deemed or construed to be the employee or agent of the other party for any purpose. Neither party will be liable for any debts, accounts, obligations or other liabilities whatsoever of the other, including (without limitation) the other party's obligation to withhold Social Security and income taxes for itself or any of its employees. 1.23. INSPECTION AND ACCEPTANCE All materials and services provided to the City under this Contract are subject to final inspection and acceptance by the City. Any materials or services failing to conform to the specifications of this Contract must be promptly replaced or redone at Contractor's cost. Nonconforming goods or services may be deemed a default and result in Contract termination. 1.24. ISRAEL BOYCOTT DIVESTMENT If this Contract has a value of $100,000 or more, Contractor certifies that it is not currently engaged in, and will not during the term of this Contract engage in, a boycott of goods or services from Israel as defined in A.R.S. § 35-393. 1.25. LICENSES Contractor will maintain in current status all Federal, State, and local licenses and permits required for the operation of the business conducted by the Contractor as applicable to this Contract. Contractor will, at the request of the Cityat anytime duringthe term of this Contract, give the Citya valid copyof q its business license or, if it is exempt, a written determination from the City Business License Section that a business license is not required. 1.26. NON-EXCLUSIVE CONTRACT This Contract is for the sole convenience of the City, which may obtain like goods or services from other sources. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 39 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA,6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 1.27. OVERCHARGES BY ANTITRUST VIOLATIONS To the extent permitted by law, Contractor hereby assigns to the City any and all claims that Contractor has for overcharges by any subcontractor or supplier of goods or services used by Contractor to fulfill this Contract that relate to antitrust violations. 1.28. PAYMENT A. Form of Payment. The City's preferred method of payment is via credit card, either at the time of ordering or based on an invoice delivered with the goods and services. Unless otherwise specified elsewhere in this Contract, the City is permitted to make payments to Contractor using any lawful method of payment, including check/warrant, credit card, or electronic funds transfer. B. Invoices. Unless City pays by credit card at time of order or point of sale, Contractor will issue to the City a separate invoice for each shipment of materials or provision of services under this Contract, and City will issue no payment prior to receipt of the goods or services and the related invoice. The invoice may not be dated prior to the receipt of goods or completion of services. C. Timing of Payments. The City will make commercially reasonable efforts to process payments due under this Contract within 21 calendar days after receipt of materials or services and a correct invoice. D. Payment Discounts. Any early- or timely-payment discounts included in Contractor's Offer will apply to all payments under this Contract. The payment period for purposes of determining whether the discount applies to a particular payment will begin on the date the City receives the materials/service or a correct invoice for the materials/service, whichever is later, and will end on the date City's payment is issued. Unless taxes and transportation-related charges are itemized, the discount will be calculated using the full invoice amount. 1.29. PROVISIONS REQUIRED BY LAW This Contract will be deemed to include every provision required by law to be included. If through mistake or otherwise any such provision is not included, or is included incorrectly, then upon request by either party the parties will amend the Contract to insert or correct the required provision. 1.30. FINANCIAL RECORDS AND AUDITS A. Financial Controls and Accounting Records. Contractor will exercise internal controls over all financial transactions related to this Contract in accordance with sound fiscal policies. Contractor will maintain books, records, documents, and other evidence directly pertinent to the performance this Contract in accordance with generally accepted accounting principles and practices consistently applied, and other local, state or federal regulations. B. Retention Period. Contractor will maintain those records, together with related or supporting documents and information, at all times during the term of this Contract and for a period of 3 years after its expiration or termination. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 40 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 C. Audits. Upon written notice from City, Contractor will obtain and provide to City a contract- specific or general financial audit. The notice from City will specify the period to be covered by the audit, the type of audit and the deadline for completion and submission of the audit results to City. The audit must be performed by a qualified, independent accounting firm and include Contractor's responses, if any, to any audit findings. D. Access to Books and Records. The City and its authorized representatives may, with advance written notice to Contractor, during the term of this Contract or thereafter during the above retention period, inspect and audit Contractor's books and records that relate to its operations under this Contract as well as those kept by or under the control of its agents, assigns, successors and subcontractors. The Contractor will, at its expense, make such books and records available for such inspection and audit during normal business hours at Contractor's office, place of business, or other agreed-upon location, or will provide copies by mail or electronically. The City may, as part of its examination, make copies of, or extracts from, all such books and records (in whatever form they may be kept, whether written, electronic, or other). E. Result of Audit. If, as a result of such audit, Contractor is liable to the City for the payment of any sum, Contractor will pay such sum to the City together with interest thereon at the rate of one percent (1%) per month from the date such sums should have been paid, or the date of any overpayment by City, within 90 days after presentation of City's findings to Contractor. If the audit results in findings of fraud, misrepresentation, or non-performance, Contractor will pay the City's costs of conducting the audit. The City's audit rights will survive the expiration or termination of this Contract. F. Subcontractors and Assigns. Contractor will include these requirements in every agreement with any agent, assign, successor, and subcontractor who provides construction, professional design services, or other goods or services under this Contract. 1.31. RIGHT TO ASSURANCE If a party to this Contract has reason to question, in good faith, the other party's intent to perform, the former party may demand that the other party give a written assurance of their intent to perform. In the event that a demand is made and no written assurance is given within 5 business days, the demanding party may treat this failure as a default. 1.32. RIGHT TO INSPECT The City may from time to time during normal business hours, at the City's expense, inspect the Contractor's or any subcontractor's place of business at which work under this Contract is being performed. 1.33. NO WAIVER No provision in this Contract acts expressly or by implication as a waiver by either party of any existing or future right and/or remedy available at law in the event of any default or breach of contract. If either party fails to insist upon the other's strict performance of any duty or condition under this Contract or fails to exercise or delays in exercising any right or remedy provided in this Contract or by law, or CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 41 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA,6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 accepts nonconforming materials or services, that party will not be deemed to have waived its right to insist thereafter upon the strict performance of the Contract. 1.34. SUSPENSION OF WORK The City may order Contractor to suspend, delay, or interrupt all or any part of the work under this Contract for the period of time that the City determines appropriate for the convenience of the City. The order must be in writing and signed by the City's Business Services Director. 1.35. TERMINATION OF CONTRACT A. For Convenience. The City may terminate this Contract at any time, with or without cause, with 30 days' advance written notice to Contractor. If the City terminates the Contract, it will be liable only for payment for services rendered and accepted before the effective date of the termination. B. For Cause. The City may terminate this Contract if any Contractor representation or warranty is found to have been inaccurate when made or is no longer accurate, or if Contractor fails to carry out or abide by any term or condition of the Contract and fails to remedy the problem within 10 days after receipt of notice of default from the City for monetary defaults, or within 30 days after notice if the default is non-monetary. C. Non-Appropriation. Each payment obligation of the City created by this Contract is conditioned upon the availability of funds that are appropriated or allocated for the payment of such obligation. If funds are not appropriated by the City and available for the continued purchase of the services and/or materials provided under this Contract, this Contract may be terminated by the City at the end of the period for which funds are available. The City will endeavor to notify Contractor if continued service will or may be affected by non-appropriation. No penalty will accrue to the City in the event this provision is exercised, and the City will not be liable for any future payments due or for any damages resulting from termination under this paragraph. 1.36. TITLE AND RISK OF LOSS The title and risk of loss of any goods provided under this Contract will not pass to the City until the City actually receives the goods at the point of delivery and thereafter accepts them. No tender of a bill of lading will operate as a delivery of the materials. 1.37. ACCEPTANCE Mere physical receipt and inspection of goods or services by the City does not alter or affect the obligations of Contractor to provide goods and services that conform to all specifications of this Contract and the City may reject goods or services that are later found to be nonconforming. 1.38. WAGE COMPLIANCE Contractor shall pay their eligible employees the highest of: A. the City of Tucson minimum wage CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 42 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 B. the State of Arizona minimum wage C. if applicable, the Tucson Living Wage Contractor shall cooperate with all efforts of the City of Tucson's Labor Standards Unit (LSU) to monitor and ensure compliance with applicable labor standards to include, but not be limited to, the following: • Providing copies of pertinent documentation upon request • Cooperating with audits and interviews • Abiding by deadlines and adhering to due dates for determinations and appeals filings Contractor agrees to educate their employees on the applicable wage(s) that law requires them to minimally be paid. All timely complaints that are received by the LSU will be evaluated in accordance with the procedures posted on the LSU's webpage: www.tucsonaz.qov/minimumwaqe 1.39. WRITTEN CERTIFICATION PURSUANT TO A.R.S. §35-394 If Contractor engages in for-profit activities and has at least ten full time employees, Contractor certifies that Contractor does not currently, and agrees for the duration of the contract that it will not, use: 1) the forced labor of ethnic Uyghurs in the People's Republic of China; 2) any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China; and 3) any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China. If Contractor becomes aware during the term of the contract that it is not in compliance with the written certification, it must notify the City within five business days after becoming aware of the noncompliance. This Contract will be automatically terminated 180 days after the date of the notice unless Contractor has, before the end of that period, notified the City that the noncompliance has been remedied. CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 43 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA,6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 J. VENDOR QUESTIONNAIRE J.1. Discounts As stated in the Instructions to Offerors. Discounts, the price(s) herein can be discounted by 0 %, if payment is made within NA days. These payment terms shall apply to all purchases and to all payment methods. J.2. Cooperative Purchasing Program Cooperative Purchasing Program Cooperative Purchasing allows other public agencies to piggyback on the City of Tucson's contracts. Will your firm provide the City of Tucson, as the lead agency on this regional contract, a rebate in the form of a percentage of sales based upon the other agencies sales? ❑ Yes ® No If yes, state percentage. J.3. City of Tucson Business License Does your firm have a City of Tucson Business License? Y� s If yes, please provide a copy of your City of Tucson Business license in the next question. City of Tucson Business License If yes on the above question please upload your business license. Please see Exhibit 07. J.4. Forms to be filled out Please ensure that all required information is included with your offer. A. Technical Proposal B. Pricing Proposal C. Offer and Acceptance Form Technical Proposal* Please upload your Vendor Response to Evaluation Criteria. *Response required Pricing Proposal* Please upload your Pricing Proposal (if applicable). *Response required CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 44 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA,6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 Offer and Acceptance Form* Please upload the signed Offer and Acceptance Form. *Response required OFFER AND ACCEPTANCE OFFER TO THE CITY OF TUCSON: The Undersigned hereby offers and shall furnish the material or service in compliance with all terms, scope of work, conditions, specifications, and addendum in the Request for Proposal which is incorporated by reference as if fully set forth herein. For clarification of this offer, contact: W.W. Grainger, Inc. Name: Ken White Company Name 100 Grainger Parkway Title: National Government Sales Manager Address Lake Forest IL 60045 Phone: 720-988-7669 City��// State Zip j�tp�►4/ i Fax: NA Signature of Person Authorized to Sign ken.white@grainger.com Ken White E-mail: @9 er.com 9 Printed Name National Government Sales Manager it Title ACCEPTANCE OF OFFER The Offer is hereby accepted. The Contractor is now bound to sell the materials or services specified in the Contract. This Contract shall be referred to as Contract No. 240078 --01 CITY OF TUCSON, a municipal corporation Approved as to form: Awarded: This 2nd day of October 20 24 This 2nd day of October 20 24 Z-e4.47-2,- il/�a a�.r� for As Tucso City Attorney and not personally As Director of Business Services and not personally PPA ATTACHMENT F OMNIA® PARTNERS Requirements for National Cooperative Contract To Be Administered by OMNIA Partners The following documents are used in evaluating and administering national cooperative contracts and are included for Supplier's review and response. Exhibit A—Response for National Cooperative Contract Exhibit B —Administration Agreement, Example Exhibit C—Master Intergovernmental Cooperative Purchasing Agreement, Example Exhibit D—Principal Procurement Agency Certificate, Example Exhibit E—Contract Sales Reporting Template Exhibit F—Federal Funds Certifications Exhibit G—New Jersey Business Compliance Exhibit H—Advertising Compliance Requirement CONFIDENTIALITY Information contained in this proposal is owned by W.W.Grainger,Inc.("Grainger").Sections annotated as"CONFIDENTIAI."are Confidential and Proprietary,Trade Secret protected.The contents of this proposal are solely intended for use by the City of Tucson/OMNIA Partners or Members to assist in the evaluation of Grainger's proposal and subsequent ordering of products from Grainger and may not be disclosed to any person not an employee of the City of Tucson/OMNIA Partners and Member without the prior written consent of Grainger. Thisproposal will remain valid for 90 days from date of submission.After 90 days,if the offer is not accepted as stated,y y , ep Grainger reserves the right to rescind or adjust this offer with no obligation to the Cityof Tucson/OMNIA Partners or Members. B If Grainger experiences a material increase in its cost to supply any Catalog Product as a result of,among other things,changes in laws or regulations,impositions of tariffs, increases in commodity prices,extraordinary events(e.g.,COVID-19 pandemic)that significantly impact the global supply chain,or other changes in conditions not reasonably foreseeable to Grainger and,following notice to the City of Tucson and Omnia Partners,Grainger reserves the right to revise proposal prices. Version June 28,2023 1 Exhibit A Response for National Cooperative Contract 1.0 Scope of National Cooperative Contract Capitalized terms not otherwise defined herein shall have the meanings given to them in the Master Agreement or in the Administration Agreement between Supplier and OMNIA Partners. 1.1 Requirement The City of Tucson (hereinafter defined and referred to as "Principal Procurement Agency"), on behalf of itself and the National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector ("OMNIA Partners"), is requesting proposals for Maintenance Repair and Operations (MRO) Supplies, Parts, Equipment, and Materials. The intent of this Request for Proposal is any contract between Principal Procurement Agency and Supplier resulting from this Request for Proposal("Master Agreement")be made available to other public agencies nationally,including state and local governmental entities,public and private primary, secondary and higher education entities,non-profit entities,and agencies for the public benefit ("Public Agencies"), through OMNIA Partners' cooperative purchasing program. The Principal Procurement Agency has executed a Principal Procurement Agency Certificate with OMNIA Partners, an example of which is included as Exhibit D, and has agreed to pursue the Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners as a Participating Public Agency in OMNIA Partners' cooperative purchasing program. Registration with OMNIA Partners as a Participating Public Agency is accomplished by Public Agencies entering into a Master Intergovernmental Cooperative Purchasing Agreement, an example of which is attached as Exhibit C, and by using the Master Agreement, any such Participating Public Agency agrees that it is registered with OMNIA Partners, whether pursuant to the terms of the Master Intergovernmental Purchasing Cooperative Agreement or as otherwise agreed to. The terms and pricing established in the resulting Master Agreement between the Supplier and the Principal Procurement Agency will be the same as that available to Participating Public Agencies through OMNIA Partners. All transactions, purchase orders, invoices,payments etc., will occur directly between the Supplier and each Participating Public Agency individually, and neither OMNIA Partners, any Principal Procurement Agency nor any Participating Public Agency, including their respective agents, directors, employees or representatives, shall be liable to Supplier for any acts, liabilities, damages, etc., incurred by any other Participating Public Agency. Supplier is responsible for knowing the tax laws in each state. This Exhibit A defines the expectations for qualifying Suppliers based on OMNIA Partners' requirements to market the resulting Master Agreement nationally to Public Agencies. Each section in this Exhibit A refers to the capabilities, requirements, obligations, and prohibitions of competing Suppliers on a national level in order to serve Participating Public Agencies through OMNIA Partners. Version June 28,2023 2 These requirements are incorporated into and are considered an integral part of this RFP. OMNIA Partners reserves the right to determine whether to make the Master Agreement awarded by the Principal Procurement Agency available to Participating Public Agencies, in its sole and absolute discretion, and any party submitting a response to this RFP acknowledges that any award by the Principal Procurement Agency does not obligate OMNIA Partners to make the Master Agreement available to Participating Procurement Agencies. 1.2 Marketing, Sales and Administrative Support During the term of the Master Agreement OMNIA Partners intends to provide marketing, sales, partnership development and administrative support for Supplier pursuant to this section that directly promotes the Supplier's products and services to Participating Public Agencies through multiple channels, each designed to promote specific products and services to Public Agencies on a national basis. OMNIA Partners will assign the Supplier a Director of Partner Development who will serve as the main point of contact for the Supplier and will be responsible for managing the overall relationship between the Supplier and OMNIA Partners. The Director of Partner Development will work with the Supplier to develop a comprehensive strategy to promote the Master Agreement and will connect the Supplier with appropriate stakeholders within OMNIA Partners including, Sales, Marketing, Contracting, Training, and Operations & Support. The OMNIA Partners marketing team will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through channels that may include: A. Marketing collateral (print, electronic, email, presentations) B. Website C. Trade shows/conferences/meetings D. Advertising E. Social Media The OMNIA Partners sales teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through initiatives that may include: A. Individual sales calls B. Joint sales calls C. Communications/customer service D. Training sessions for Public Agency teams E. Training sessions for Supplier teams Version June 28,2023 3 The OMNIA Partners contracting teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through: A. Serving as the subject matter expert for questions regarding joint powers authority and state statutes and regulations for cooperative purchasing B. Training sessions for Public Agency teams C. Training sessions for Supplier teams D. Regular business reviews to monitor program success E. General contract administration Suppliers are required to pay an Administrative Fee of 3% of the greater of the Contract Sales under the Master Agreement and Guaranteed Contract Sales under this Request for Proposal. Supplier will be required to execute the OMNIA Partners Administration Agreement (Exhibit B). At Supplier's option, Suppliers may pay additional fees beyond administrative fees, such as technology fees, to OMNIA Partners and/or a third party for additional support and/or access to OMNIA Partners' technology platform. 1.3 Estimated Volume The dollar volume purchased under the Master Agreement is estimated to be approximately $250 million annually. While no minimum volume is guaranteed to Supplier, the estimated annual volume is projected based on the current annual volumes among the Principal Procurement Agency, other Participating Public Agencies that are anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marketing approach between Supplier and OMNIA Partners. 1.4 Award Basis The basis of any contract award resulting from this RFP made by Principal Procurement Agency will, at OMNIA Partners' option, be the basis of award on a national level through OMNIA Partners. If multiple Suppliers are awarded by Principal Procurement Agency under the Master Agreement,those same Suppliers will be required to extend the Master Agreement to Participating Public Agencies through OMNIA Partners. Utilization of the Master Agreement by Participating Public Agencies will be at the discretion of the individual Participating Public Agency. Certain terms of the Master Agreement specifically applicable to the Principal Procurement Agency (e.g., governing law) are subject to modification for each Participating Public Agency as Supplier and such Participating Public Agency may agree without being in conflict with the Master Agreement as a condition of the Participating Agency's purchase and not a modification of the Master Agreement applicable to all Participating Agencies. Participating Agencies may request to enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in the Master Agreement (e.g., Version June 28,2023 4 governing law, invoice requirements, order requirements, specialized delivery, diversity requirements such as minority and woman owned businesses, historically underutilized business, etc.) ("Supplemental Agreement"). It shall be the responsibility of the Supplier to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the Participating Agency. It shall further be the responsibility of the Supplier to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of the Master Agreement and adjust wage rates accordingly. In instances where supplemental terms and conditions create additional risk and cost for Supplier, Supplier and Participating Public Agency may negotiate additional pricing above and beyond the stated contract not-to-exceed pricing so long as the added price is commensurate with the additional cost incurred by the Supplier. Any supplemental agreement developed as a result of the Master Agreement is exclusively between the Participating Agency and the Supplier (Contract Sales are reported to OMNIA Partners). All signed Supplemental Agreements and purchase orders issued and accepted by the Supplier may survive expiration or termination of the Master Agreement. Participating Agencies' purchase orders may exceed the term of the Master Agreement if the purchase order is issued prior to the expiration of the Master Agreement. All Supplemental Agreements may have a full potential term (any combination of initial and renewal periods)not to exceed the five years. Supplier is responsible for reporting all sales and paying the applicable Administrative Fee for sales that use the Master Agreement as the basis for the purchase order, even though Master Agreement may have expired. 1.5 Objectives of Cooperative Program This RFP is intended to achieve the following objectives regarding availability through OMNIA Partners' cooperative program: A. Provide a comprehensive competitively solicited and awarded national agreement offering the Products covered by this solicitation to Participating Public Agencies; B. Establish the Master Agreement as the Supplier's primary go to market strategy to Public Agencies nationwide; C. Achieve cost savings for Supplier and Public Agencies through a single solicitation process that will reduce the Supplier's need to respond to multiple solicitations and Public Agencies need to conduct their own solicitation process; D. Combine the aggregate purchasing volumes of Participating Public Agencies to achieve cost effective pricing. 2.0 REPRESENTATIONS AND COVENANTS As a condition to Supplier entering into the Master Agreement, which would be available to all Public Agencies, Supplier must make certain representations, warranties and covenants to both the Principal Procurement Agency and OMNIA Partners designed to ensure the success of the Master Agreement for all Participating Public Agencies as well as the Supplier. Version June 28,2023 5 GRAINGER. ",FOR THE ONES WHO GET IT DONE 2.1 Corporate Commitment Supplier commits that (1) the Master Agreement has received all necessary corporate authorizations and support of the Supplier's executive management, (2) the Master Agreement is Supplier's primary "go to market" strategy for Public Agencies, (3) the Master Agreement will be promoted to all Public Agencies, including any existing customers, and Supplier will transition existing customers, upon their request, to the Master Agreement, and (4) that the Supplier has read and agrees to the terms and conditions of the Administration Agreement with OMNIA Partners and will execute such agreement concurrent with and as a condition of its execution of the Master Agreement with the Principal Procurement Agency. Supplier will identify an executive corporate sponsor and a separate national account manager within the RFP response that will be responsible for the overall management of the Master Agreement. 2.2 Pricing Commitment Supplier commits the not-to-exceed pricing provided under the Master Agreement pricing is its lowest available (net to buyer) to Public Agencies nationwide and further commits that if a Participating Public Agency is eligible for lower pricing through a national, state, regional or local or cooperative contract, the Supplier will match such lower pricing to that Participating Public Agency under the Master Agreement. 2.3 Sales Commitment Supplier commits to aggressively market the Master Agreement as its go to market strategy in this defined sector and that its sales force will be trained, engaged and committed to offering the Master Agreement to Public Agencies through OMNIA Partners nationwide. Supplier commits that all Master Agreement sales will be accurately and timely reported to OMNIA Partners in accordance with the OMNIA Partners Administration Agreement. Supplier also commits its sales force will be compensated,including sales incentives,for sales to Public Agencies under the Master Agreement in a consistent or better manner compared to sales to Public Agencies if the Supplier were not awarded the Master Agreement. 3.0 SUPPLIER RESPONSE Supplier must supply the following information for the Principal Procurement Agency to determine Supplier's qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners. Version June 28,2023 6 GRAINGER ", FOR TOE ONES WHO GET IT DONE 3.1 Company A. Brief history and description of Supplier to include experience providing similarproductsand crvices. F.N'IIRESF?(`I IONIS CONFIUENTIAI" B. Total number and location of salespersons employed by Supplier. Among Grainger's 3,200+ experienced salespersons, Grainger's 547 Government Inside and Outside Sales Staff are solely dedicated to the public sector market. Through all 50 states,the District of Columbia and US Territories, this government-dedicated sales team understands specific customer challenges and drives overall savings in procuring products. Version June 28,2023 7 GR��.. I"I, FOR THE ONES WHO GEE IT DOME The following chart presents the sellers' locations per state. State # State State # State Alabama 35 Indiana 96 Nebraska 45 South Carolina 37 Alaska 10 Iowa 25 Nevada 27 South Dakota 9 Arizona 47 Kansas 29 New Hampshire 14 Tennessee 121 Arkansas 21 Kentucky 35 New Jersey 66 Texas 201 California 304 Louisiana 24 New Mexico 34 Utah 80 Colorado 33 Maine 15 New York 148 Vermont 12 Connecticut 23 Maryland 46 North Carolina 110 Virginia 206 Delaware 17 Massachusetts 46 North Dakota 10 Washington 52 Florida 252 Michigan 128 Ohio 54 West Virginia 20 Georgia 68 Minnesota 94 Oklahoma 33 Wisconsin 40 Hawaii 23 Mississippi 24 Oregon 29 Wyoming 15 Idaho 22 Missouri 96 Pennsylvania 97 District of Columbia 29 Illinois 86 Montana 14 Rhode Island 15 C. Number and location of support centers (if applicable) and location of corporate office. Grainger has three Customer Contact Centers that support over 1,800 Customer Support Associates. These contact centers are in Janesville, Wisconsin, Lake Forest, Illinois, and Phoenix, Arizona. Grainger contact centers are available 24 hours a day, 7 days a week to assist customers through phone, chat, and email. Grainger's corporate headquarters is located in Lake Forest, IL. D. Annual sales for the three previous fiscal years. Grainger's annual sales for the previous three fiscal years: 2021: $13B I 2022: $15.2B I 2023: $16.5B ✓ Submit FEIN and Dunn & Bradstreet report. FEIN: 36-1150280 D&B: 005-10-3494 I Please see Exhibit 001 D&B report included with our submission. E. Describe any green or environmental initiatives or policies. Grainger recognizes the urgency of climate change and are dedicated to reducing our carbon, water and waste footprint in our operations and throughout our value chain. We are focused on reducing our dependence on non-renewable energy, improving energy efficiency and embedding sustainability into every aspect of our operations. Since 2009, Grainger has annually disclosed to the Carbon Disclosure Project (CDP), providing details on business risks and opportunities related to climate change. Grainger is proud to have received an A- rating from the CDP in 2022, which places us in the leadership level and indicates climate stewardship best practice. Version June 28,2023 8 11111 GRAINGER Our initiatives to reduce dependence on non-renewable energy consumption include: 1. Increasing solar energy use at our facilities, 2. Improving technology and efficiency in our building management systems, 3. Implementing high-efficiency HVAC life cycle replacements, and 4. Transitioning from traditional Powered Industrial Equipment(PIE)batteries to hydrogen fuel cells. Our current climate target, set in 2020, is to reduce global absolute Scope 1 direct emissions (those owned or controlled by a company) and Scope 2 indirect emissions (those emissions that are a consequence of the activities of the company but from sources owned or controlled by a company) by 50% by 2030, using a 2018 baseline. This target aligns our Scope 1 and Scope 2 reductions with the level of reduction required to limit global temperature rise to 1.5 degrees Celsius. Steady progress has been made toward achieving this target. Since 2018, we have reduced global absolute Scope 1 and Scope 2 emissions by 26%. In 2022, our total global Scope 1 and Scope 2 (market based) GHG emissions totaled nearly 92,000 metric tons of CO2e. Grainger recognizes the importance of reducing Scope 3 emissions to mitigate climate risks and our environmental impact. Scope 3 considers all indirect emissions (not included in Scopes 1 and 2)that occur upstream and downstream from Grainger's operations.Most of our Scope 3 impact resides in the product-use phase, or the energy required to operate the products Grainger sells. In 2022,we made progress in our Scope 3 strategy by further assessing our data quality and identifying suppliers that contribute to most of our Scope 3 emissions. We continue this progress by refining our calculation methodology, improving our data sources, and engaging with suppliers and partners, particularly those critical to how we serve our customers. F. Describe any diversity programs or partners supplier does business with and how Participating Agencies may use diverse partners through the Master Agreement. Indicate how, if at all,pricing changes when using the diversity program. If there are any diversity programs, provide a list of diversity alliances and a copy of their certifications. Diverse Partners to Use through the Master Agreement Grainger recognizes the importance of helping meet diverse procurement goals or mandates. Our Diversity Solutions program supports the economic empowerment of diverse and small businesses. We help customers meet their diversity requirements through our breadth of products, supply chain, services and diversity expertise including our network of diverse suppliers, authorized resellers, and service providers. Grainger's Supplier Diversity Program Version June 28,2023 9 GRANGER 11111 Grainger's Supplier Diversity Program affords Members access to diverse manufacturers and suppliers through its inStoc*at&and' catalogs and distribution channels. This program is designed to grow the sector while helping Members get their jobs done with quality products from diverse �"" business enterprises (DBEs). Cody of otlpin:US The economic impact of this program continues to increase. As of 2022, Grainger's Supplier Diversity G"'" program features: SCAppber°Maley ■ Approximately 7,000 Diverse Business Enterprises are Customer's may search easilyor Supplier part of Grainger's High-Touch Solutions U.S. Supplier Diversity products on Diversity Program, which includes direct and indirect Groinger.com. spend. • More than $2 billion on products from small businesses, including woman-, minority-, veteran-, LGBTQ+- and disabled person-owned businesses, and HUBZone and disadvantaged businesses. • Registered suppliers are audited monthly to maintain active supplier diversity certificates. • Products from diverse manufacturers and suppliers are identified with e, this diversity symbol on Grainger.com and in the catalog and index. 00 • On Grainger.com, customers can use the search keywords "Supplier P= - Diversity" or use the Supplier Diversity toggle filter to shop for products from diverse suppliers exclusively. Authorized Grainger Reseller Program The Authorized Grainger Reseller Program includes a network of more than 100 certified DBE resellers authorized to sell Grainger MRO products. Grainger contracts with small and diverse businesses to sell directly on the Grainger agreement to the end customer. Resellers in the Diversity Alliances program are under contract and provide independent resale of MRO products purchased from Grainger. These authorized resellers have access to Grainger's full product offering. These DBE resellers include historically underutilized business zones (HUBS), minority-, woman-, and veteran-owned businesses. The authorized reseller program enables customers greater access to products and services and provides reach to segments and contracts mandated or prioritized for DBEs. The program allows Grainger resellers to offer niche, value-added services and a broader selection of products. Grainger and the authorized reseller will engage customers to discuss how best to serve the City of Tucson and OMNIA Partner Member including the Version June 28,2023 10 GRAMM III/I range of possible service and values that can be provided. DBEs often provide other services such as installation, kitting, product assembly, stenciling/engraving/labeling, delivery, and barcoding. These services encompass adjustments in product and solution pricing. The plan will outline how the customer can leverage Grainger's diversity solutions portfolio to achieve its goals. OMNIA Partners' Authorized Resellers and Certifications In 2023, O\INI;A Par triers' OMNIA Partners' Atithorixed Reseller ( Members Aviate SDVOSB.VOSBE.DSVOB,VBE,SBA,DVBE, spent approximately SWaM s5M dollars Black Box Safety DVBE.SDVOSB,SLBE.SB, SDVOB,DVBE through diverseBurgoon WOSB,SBA,TXHub Grainger Authorized Cal State Supply SB Resellers Collier Hardware SB Elevating Sales DVBE,SB Gordon Industrial SB $5 M Mavich MBE,WBE,TXHub Northgate MBE rat Pacific Office Solutions WBE,KC SCS,SBA,WOSB,DBE Peer Consultants MWBE,MBE Stygian SBE,MBE,SB Authorized Resellers above are aligned to the City of Tucson OMNIA Partners contract. (Grainger currently supports over 100 Authorized Resellers in our Diversity program.) G. Indicate if supplier holds any of the below certifications in any classified areas and include proof of such certification in the response: ✓ Minority Women Business Enterprise❑Yes ❑x No If yes, list certifying agency: ✓ Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (DBE) ❑Yes ❑x No If yes, list certifying agency: ✓ Historically Underutilized Business (HUB)❑Yes 0 No If yes, list certifying agency: ✓ Historically Underutilized Business Zone Enterprise (HUBZone)❑Yesx❑No If yes, list certifying agency: ✓ Other recognized diversity certificate holder❑Yes ❑x No If yes, list certifying agency: Version June 28,2023 11 GRAINGERR_ , FORME 014E5 WHO GET II DONE H. List any relationships with subcontractors or affiliates intended to be used when providing services and identify if subcontractors meet minority- owned standards. If any, list which certifications subcontractors hold and certifying agency. Grainger is an authorized distributor of MRO product and related services. As a distributor of services, Grainger does not retain or employ subcontractors, but instead offers Participating Entity Agencies access to suppliers, vendors, manufacturers and serviceroviders that are vetted, , insured, and contractually aligned with Grainger, selling product and service solutions to Participating Entity Agencies,saving them time,money and resources while keeping their people safe. I. Describe how supplier differentiates itself from its competitors. Grainger is the largest broad line MRO distributor in the US and Canada. Serving more than 4.5 million customers worldwide. We have the financial strength and reach to provide value to every customer in regular and emergency environments. This value, including dedicated salespeople and technical support experts, enables us to know in detail every customer and its challenges. The 1.6 million products and solutions offered is supplemented by enormous sourcing ability extending to 16,000 suppliers. Grainger's fundamental, to be essential to every customer, is the basis of investment in team members, product innovation, digital platforms and delivery to the customer. Beyond financial resources, depth and availability of product, are advanced digital platforms shaped to customer ease of search and purchase. By knowing the customer in detail, Grainger anticipates customer need and designs its digital purchasing platforms to assist customer search, compare and purchase processes. Grainger is a value-based company.Our work supporting OMNIA Partners' Members is the highest of responsibilities. If fortunate, Grainger will continue to serve the City of Tucson and OMNIA Partners' Members by understanding the responsibilities and challenges of each and all that this RFP entails. By doing the right things the right way, we benefit our customers, communities where we live and work and our shareholders. J. Describe any present or past litigation, bankruptcy or reorganization involving supplier. W.W. Grainger, Inc. is a publicly held company with over 25,750 employees, numerous locations, involved in international operations, and is party to thousands of contracts and other relationships. From time to time the Company is involved in various other legal and administrative proceedings that are incidental to its business, including claims related to product liability, general negligence, contract disputes, environmental issues, wage and hour laws, intellectual property, employment practices, regulatory compliance or other matters and actions brought by employees, Version June 28,2023 12 GRE® 11111 consumers, competitors, suppliers, or governmental entities. As a government contractor selling to federal, state, and local governmental entities,the Company is also subject to governmental or regulatory inquiries or audits or other proceedings, including those related to pricing compliance. It is not expected that the ultimate resolution of any of these matters will have, either individually or in the aggregate, a material adverse effect on the Company's consolidated financial position or results of operations. While Grainger cannot provide you with all of the specific information you request with respect to each lawsuit,Grainger can state that, to the best of its knowledge and belief, without conducting exhaustive investigations or inquiries, there are no lawsuits that, if unfavorably concluded against this company would have a material adverse impact on it its financial condition or ability to do business. K. Felony Conviction Notice: Indicate if the supplier • is a publicly held corporation and this reporting requirement is not applicable; ✓ is not owned or operated by anyone who has been convicted of a felony; or ✓ is owned or operated byand individual(s) who has been convicted P of a felony and provide the names and convictions. As a publicly held corporation, this reporting requirement is not applicable. L. Describe any debarment or suspension actions taken against supplier No debarment or suspension actions have been taken against supplier. 3.2 Distribution,Logistics A. Each offeror awarded an item under this solicitation may offer their complete product and service offering/abalance ofline.Describe the full lineofproductsand srrvicesoffered by$pplier. "F\I IRF:SI (`I IO IS('0\FII)I\Nil VI Version June 28,2023 13 GRAINGER, FOR THE ONES WHO GET IT DONE Version June 28,2023 14 GRAINGER I mi FOR THE ONES WHO GET IT DONE Version June 28,2023 15 GRAINGER, 1111 FOR THE ONES WHO GET IT DONE Version June 28,2023 16 GRAINGER, "'I,FOR THE ONES WHO GET IT DONE Version June 28,2023 17 GRAINGER. FOR THE ONES WHO GET IT DONE Version June 28,2023 18 GRAINGER. "",FOR THE ONES WNO GET It DONE Version June 28,2023 19 GRAINGER, 1111 FOR THE ONES WHO GET IT DONE 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 Agreement a sipplier's pimary god narket trategy Sr Riblic Agencies to sipplier's tams ndionwide, b hclude, butnotimited b: "ENTIRESECTIONIS CONFIDENTIAL" Version Jime 28,2023 20 GRANGER. 11111 FOR THE ONES WHO GET IT DONE Version June 28,2023 21 GRAINGER. ""I FOR THE ONES WHO GET IT DONE Version June 28,2023 22 GRAINGER. 1111 FOR THE ONES WHO GET IT DONE Version June 28,2023 23 GRAINGER I,,„FOR THE ONES WHO GET 0 DONE Version June 28,2023 24 GRAINGER FOR THE ONES WHO GET IT DONE Version June 28,2023 25 RAIN G GER "',r FOR THE ONES WHO GET IT DONE Version June 28,2023 26 GRAINGER, 111 FORTME ONES WMO GET IT DONE Version June 28,2023 27 GRAINGER, 111 FOR THE ONES WHO GET IT DONE Version June 28,2023 28 GRAIPIGER.. I", FON THE ONES WHO GET IT DONE Version June 28,2023 29 GRAINGER. "'1,FOR THE ONES WHO GET IT DONE Version June 28,2023 30 GRAINGER. ""r FOR THE ONES WHO GET IT DONE Version June 28,2023 31 GRAINGER 'f j FOR THE ONES WHO GET IT DONE Version June 28,2023 32 GRAINGER. ' III FOR THE ONES WHO GET IT DONE Version June 28,2023 33 GRAINGER, FOR THE ONES WHO GE,IT DONE Version June 28,2023 34 GRAINGER, Version June 28,2023 35 GRAINGERa ,FON THE ONESWNO GET IT DONE Version June 28,2023 36 GRAINGER.. "„FOR THE ONES WHO GET IT DONE A u I endix Please see the following items in the Appendix in a separate PDF: 1. Exhibit 001 Dunn and Bradstreet Report 2. Exhibit 002 Grainger US Branch Locations 3. Exhibit 003 NJ Employee Info Report Certificate Version June 28,2023 37 GRAINGER, FOR THE ONES WHO GET IT DONE Exhibit B Administration Agreement, Example ADMINISTRATION AGREEMENT THIS ADMINISTRATION AGREEMENT (this "Agreement") is made this day of 20_, between National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector ("OMNIA Partners"), and ("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 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 to Public Agencies; WHEREAS, OMNIA Partners serves as the cooperative contract administrator of the Master Agreement on behalf of Principal Procurement Agency; WHEREAS, Principal Procurement Agency desires OMNIA Partners to proceed with administration of the Master Agreement; and WHEREAS, OMNIA Partners and Supplier desire to enter into this Agreement to make available the Master Agreement to Participating Public Agencies and to set forth certain terms and conditions governing the relationship between OMNIA Partners and Supplier. NOW,THEREFORE,in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, OMNIA Partners and Supplier hereby agree as follows: DEFINITIONS 1. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Master Agreement. GRAINGER 11111 FOR THE ONES WHO GET 11 OONE TERMS AND CONDITIONS 2. The Master Agreement and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement. Supplier acknowledges and agrees that the covenants and agreements of Supplier set forth in the solicitation and Supplier's response thereto resulting in the Master Agreement are incorporated herein and are an integral part hereof. 3. OMNIA Partners shall be afforded all of the rights, privileges and indemnifications afforded to Principal Procurement Agency by or from Supplier under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to OMNIA Partners, its agents, employees, directors, and representatives under this Agreement including, but not limited to, Supplier's obligation to obtain appropriate insurance. 4. OMNIA Partners shall perform all of its duties, responsibilities and obligations as the cooperative contract administrator of the Master Agreement on behalf of Principal Procurement Agency as set forth herein, and Supplier hereby acknowledges and agrees that all duties, responsibilities and obligations will be undertaken by OMNIA Partners solely in its capacity as the cooperative contract administrator under the Master Agreement. 5. With respect to any purchases by Principal Procurement Agency or any Participating Public Agency pursuant to the Master Agreement, OMNIA Partners shall not be: (i) construed as a dealer,re-marketer,representative,partner or agent of any type of the Supplier,Principal Procurement Agency or any Participating Public Agency; (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 makes no representation or guaranty with respect to any minimum purchases by Principal Procurement Agency or any Participating Public Agency or any employee thereof under this Agreement or the Master Agreement. 6. OMNIA Partners shall not be responsible for Supplier's performance under the Master Agreement, and Supplier shall hold OMNIA Partners harmless from any liability that may arise from the acts or omissions of Supplier in connection with the Master Agreement. 7. Supplier acknowledges that, in connection with its access to OMNIA Partners confidential information and/or supply of data to OMNIA Partners, it has complied with and shall continue to comply with all laws, regulations and standards that may apply to Supplier, including, without limitation: (a) United States federal and state information security and privacy statutes, regulations and/or best practices, including, without limitation, the Gramm-Leach-Bliley Act, the Massachusetts Data Security Regulations (201 C.M.R. 17.00 et. seq.), the Nevada encryption statute (N.R.S. § 603A), the California data security law (Cal. Civil Code § 1798.80 et. seq.) and California Consumer Privacy Act (Cal. Civil Code § 1798.100 et. seq.); and (b) applicable industry and regulatory standards and best practices (collectively, "Data Regulations"). With regard to Personal Information that Supplier collects, receives, or otherwise processes under the Agreement or otherwise in connection with performance of the Agreement, Supplier agrees GRAINGER FOR THE ONES WHO GET IT DONE that it will not: (i) sell, rent, release, disclose, disseminate, make available, transfer, or otherwise communicate orally,in writing, or by electronic or other means, such Personal Information to another business or third party for monetary or other valuable consideration; or (ii) retain, use, or disclose such Personal Information outside of the direct business relationship between Supplier and OMNIA Partners or for any purpose other than for the specific purpose of performance of the Agreement, including retaining, using, or disclosing such Personal Information for a commercial purpose other than for performance of the Agreement. By entering into the Agreement, Supplier certifies that it understands the specific restrictions contained in this Section 7 and will comply with them. For purposes hereof, "Personal Information" means information that identifies, relates to, describes, is reasonably capable of being associated with,or could reasonably be linked,directly or indirectly,with a particular consumer or household, and includes the specific elements of"personal information" as defined under Data Regulations, as defined herein. Supplier will reasonably assist OMNIA Partners in timely responding to any third party"request to know" or"request to delete" (as defined pursuant to Data Regulations) and will promptly provide OMNIA Partners with information reasonably necessary for OMNIA Partners to respond to such requests. Where Supplier collects Personal Information directly from Public Agencies or others on OMNIA Partners' behalf, Supplier will maintain records and the means necessary to enable OMNIA Partners to respond to such requests to know and requests to delete. 8. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OMNIA PARTNERS EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING OMNIA PARTNERS' PERFORMANCE AS A COOPERATIVE CONTRACT ADMINISTRATOR OF THE MASTER AGREEMENT. OMNIA PARTNERS SHALL NOT BE LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT,CONSEQUENTIAL,EXEMPLARY,PUNITIVE,OR RELIANCE DAMAGES,EVEN IF OMNIA PARTNERS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TERM OF AGREEMENT; TERMINATION 9. This Agreement shall be in effect so long as the Master Agreement remains in effect, provided,however, that the provisions of Sections 3 — 8 and 11 —22, hereof and the indemnifications afforded by the Supplier to OMNIA Partners in the Master Agreement, to the extent such provisions survive any expiration or termination of the Master Agreement, shall survive the expiration or termination of this Agreement. NATIONAL PROMOTION 10. OMNIA Partners and Supplier shall publicize and promote the availability of the Master Agreement's products and services to Public Agencies and such agencies' employees. Supplier shall require each Public Agency to register its participation in the OMNIA Partners program by either registering on the OMNIA Partners website (www.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. Supplier GRAINGER "",FOR THE ONES WHO GET IT DONE shall be responsible for obtaining permission or license of use and payment of any license fees for all content and images Supplier provides to OMNIA Partners or posts on the OMNIA Partners website. Supplier shall indemnify, defend and hold harmless OMNIA Partners for use of all such content and images including copyright infringement claims. Supplier and OMNIA Partners each hereby grant to the other party a limited,revocable,non-transferable,non-sublicensable right to use such party's logo (each, the "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 from Supplier in the amount of 3 percent(3%) ("Administrative Fee Percentage")multiplied by the total purchase amount paid to Supplier, less refunds and credits on returns, for the sale of products and/or services to Principal Procurement Agency and Participating Public Agencies pursuant to the Master Agreement (as amended from time to time and including any renewal thereof) ("Contract Sales"). From time to time the parties may mutually agree in writing to a lower Administrative Fee Percentage for a specifically identified Participating Public Agency's Contract Sales. Please see Letter of Clarification. 13. Supplier shall provide OMNIA Partners with an electronic accounting report monthly, in the format prescribed by OMNIA Partners, summarizing all Contract Sales for each calendar month. The Contract Sales reporting format is provided as Exhibit C ("Contract Sales Report"), attached hereto and incorporated herein by reference. Contract Sales Reports for each calendar month shall be provided by Supplier to OMNIA Partners by the 10th 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 �' Y PP be deemed a cause for termination of the Master Agreement, at Principal Procurement Agency's sole discretion, and/or this Agreement, at OMNIA Partners' sole discretion. 14. Administrative Fee payments are to be paid by Supplier to OMNIA Partners at the frequency and on the due date stated in Section 13,above, for Supplier's submission of corresponding Contract Sales Reports. Administrative Fee payments are to be made via Automated Clearing House (ACH) to the OMNIA Partners designated financial institution identified in Exhibit D. Failure to provide a payment of the Administrative Fee within the time and manner specified herein shall constitute a material breach of this Agreement and if not cured within thirty(30)days of written notice to Supplier shall be deemed a cause for termination of the Master Agreement, at Principal Procurement Agency's sole discretion, and/or this Agreement, at OMNIA Partners' sole discretion. All Administrative Fees not paid when due shall bear interest at a rate equal to the lesser of one and one-half percent (1 1/2%)per month or the maximum rate permitted by law until paid in full. Please see Letter of Clarification. 15. Supplier shall maintain an accounting of all purchases made by Participating Public Agencies under the Master Agreement. OMNIA Partners, or its designee, in OMNIA Partners' sole GRA NGER 111 FOR THE ONES WHO GET IT DONE discretion, reserves the right to compare Participating Public Agency records with Contract Sales Reports submitted by Supplier for a period of four(4) years from the date OMNIA Partners receives such report. In addition, OMNIA Partners may engage a third party to conduct an independent audit of Supplier's monthly reports. In the event of such an audit, Supplier shall provide all materials reasonably requested relating to such audit by OMNIA Partners at the location designated by OMNIA Partners. In the event an underreporting of Contract Sales and a resulting underpayment of Administrative Fees is revealed, OMNIA Partners will notify the Supplier in writing. Supplier will have thirty (30) days from the date of such notice to resolve the discrepancy to OMNIA Partners' reasonable satisfaction, including payment of any Administrative Fees due and owing, together with interest thereon in accordance with Section 13, and reimbursement of OMNIA Partners' costs and expenses related to such audit. Please see Letter of Clarification. GENERAL PROVISIONS 16. This Agreement, the Master Agreement and the exhibits referenced herein supersede any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereto and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained or incorporated herein shall be valid or binding. In the event of any conflict between the provisions of this Agreement and the Master Agreement, as between OMNIA Partners and Supplier, the provisions of this Agreement shall prevail. 17. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement or to recover any Administrative Fee and accrued interest, the prevailing party shall be entitled to reasonable attorney's fees and costs in addition to any other relief to which it may be entitled. 18. This Agreement and OMNIA Partners' rights and obligations hereunder may be assigned at OMNIA Partners' sole discretion to an affiliate of OMNIA Partners, any purchaser of any or all or substantially all of the assets of OMNIA Partners, or the successor entity as a result of a merger, reorganization, consolidation, conversion or change of control, whether by operation of law or otherwise. Supplier may not assign its obligations hereunder without the prior written consent of OMNIA Partners. 19. All written communications given hereunder shall be delivered by first-class mail, postage prepaid, or overnight delivery on receipt to the addresses as set forth below. A. OMNIA Partners: OMNIA Partners 5001 Aspen Grove Franklin, TN 37067 Attention: Legal Department- Public Sector Contracting B. Supplier: GRAINGER. "",FOR THE ONES WNO GE/IT DONE 20. If any provision of this Agreement shall be deemed to be, or shall in fact be, illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever, and this Agreement will be construed by limiting or invalidating such provision to the minimum extent necessary to make such provision valid, legal and enforceable. 21. This Agreement may not be amended, changed, modified, or altered without the prior written consent of the parties hereto, and no provision of this Agreement may be discharged or waived, except by a writing signed by the parties. A waiver of any particular provision will not be deemed a waiver of any other provision, nor will a waiver given on one occasion be deemed to apply to any other occasion. 22. This Agreement shall inure to the benefit of and shall be binding upon OMNIA Partners, the Supplier and any respective successor and assign thereto; subject, however, to the limitations contained herein. 23. This Agreement will be construed under and governed by the laws of the State of Delaware, excluding its conflicts of law provisions and any action arising out of or related to this Agreement shall be commenced solely and exclusively in the state or federal courts in Williamson County Tennessee. 24. This Agreement may be executed in counterparts, each of which is an original but all of which, together, shall constitute but one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile, or by .pdf or similar electronic transmission, will constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile, or by .pdf or similar electronic transmission,will be deemed to be their original signatures for any purpose whatsoever. [INSERT SUPPLIER ENTITY NAME] NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY, A DELAWARE CORPORATION D/B/A OMNIA PARTNERS, PUBLIC SECTOR Example Only Signature Signature Sarah Vavra Name Name Sr.Vice President,Public Sector Contracting Title Title Date Date GRAINGER "'I,FOR THE ONES WHO GET IT DONE 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, Communities Program Management, LLC, a California limited liability company d/b/a U.S. Communities, and/or NCPA LLC, a Texas limited liability company d/b/a National Cooperative Purchasing Alliance (collectively, "OMNIA Partners"), in its capacity as the cooperative administrator, to be appended and made a part hereof and such other agencies ("Participating Public Agencies"), as defined in each Master Agreement(as defined below),who register to participate in the cooperative purchasing programs administered by OMNIA Partners and its affiliates and subsidiaries (collectively, the "OMNIA Partners Parties") by either registering on the OMNIA Partners 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: 1. Each party will facilitate the cooperative procurement of Products. 2. The Participating Public Agencies shall procure Products in accordance with and subject to the relevant federal, state and local statutes, ordinances, rules and regulations that govern Participating Public Agency's procurement practices. The Participating Public Agencies hereby acknowledge and agree that it is the intent 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(j), 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, GRAINGER, HiltFOR ENE ONES WHO GE r Ii DONE including but not limited to any and all obligations to fully and accurately report discounts and incentives. 3. The Participating Public Agency represents and warrants that the Participating Public Agency is not a hospital or other healthcare provider and is not purchasing Products on behalf of a hospital or healthcare provider; provided that the foregoing shall not prohibit Participating Public Agency from furnishing health care services so long as the furnishing of health care services is not in furtherance of a primary purpose of the Participating Public Agency. 4. The cooperative use of Master Agreements shall be in accordance with the terms and conditions of the Master Agreements, except as modification of those terms and conditions is otherwise required by applicable federal, state or local law, policies or procedures. 5. The Principal Procurement Agencies will make available, upon reasonable request, Master Agreement information which may assist in improving the procurement of Products by the Participating Public Agencies. 6. The Participating Public Agency agrees the OMNIA Partners Parties may provide access to group purchasing organization ("GPO") agreements directly or indirectly by enrolling the Participating Public Agency in another GPO's purchasing program, provided that the purchase of Products through the OMNIA Partners Parties or any other GPO shall be at the Participating Public Agency's sole discretion. 7. The Participating Public Agencies (each a "Procuring Parly") 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, "$upplier") 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 GRAINGER,. "'I,FOR THE ONf5WH0 GEI 11 GONE PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE PROCURING PARTY ACKNOWLEDGES AND AGREES THAT THE OMNIA PARTNERS PARTIES SHALL HAVE NO LIABILITY FOR ANY ACT OR OMISSION BY A SUPPLIER OR OTHER PARTY UNDER A MASTER AGREEMENT OR GPO CONTRACT. 11. This Agreement shall remain in effect until termination by either party giving thirty (30) days' written notice to the other party. The provisions of Paragraphs 6 - 10 hereof shall survive any such termination. 12. This Agreement shall take effect upon (i) execution of the Principal Procurement Agency Certificate, or (ii) registration on the OMNIA Partners website or the execution of this Agreement by a Participating Public Agency, as applicable. Participating Public Agency: OMNIA Partners, as the cooperative administrator on behalf of Principal Procurement Agencies: NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY COMMUNITIES PROGRAM MANAGEMENT, LLC Example Only Authorized Signature Signature Sarah E.Vavra Name Name Sr. Vice President, Public Sector Contracting Title and Agency Name Title Date Date GRAINGER, "",FOR THE ONES WHO LET IT DONE Exhibit D Principal Procurement Agency Certificate, Example 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"), [PPA Name] agrees to pursue Master Agreements for Products as specified in the attached Exhibits to this Principal Procurement Agency Certificate. I hereby acknowledge, in my capacity as of and on behalf of [PPA Name] ("Principal Procurement Aaencv"), that I have read and hereby agree to the general terms and conditions set forth in the attached Master Intergovernmental Cooperative Purchasing Agreement regulating the use of the Master Agreements and purchase of Products that from time to time are made available by Principal Procurement Agencies to Participating Public Agencies nationwide through OMNIA Partners. I understand that the purchase of one or more Products under the provisions of the Master Intergovernmental Cooperative Purchasing Agreement is at the sole and complete discretion of the Participating Public Agency. Authorized Signature, [PPA Name] Example Only Signature Name Title Date GRAINGER. Ift FOR THE ONES WNO GET It DONE Exhibit E Contract Sales Reporting Template Contract Sales Report submitted electronically in Microsoft Excel: Example Only OMNIA® NOV. Seel Wes SO 00 PARTNERS [ronin[faded. ToS.mots for S000 FOR OMNIA USE ONLY Suppler Wood ID D Aimee Street Addmt Sheet Address 2 TRy SMO Postal OOP Tramanbn Oste Lilt Mose* MOM Fee%Adorn fee Nath .11.601•0•t Wtilml. GRAINGER. I"'I FOR THE ONES WHO GET IT DONE Exhibit F Federal Funds Certifications FEDERAL CERTIFICATIONS ADDENDUM FOR AGREEMENT FUNDED BY U.S. FEDERAL GRANT TO WHOM IT MAY CONCERN: Participating Agencies may elect to use federal funds to purchase under the Master Agreement. This form should be completed and returned. Please see Letter of Clarification. DEFINITIONS Contract means a legal instrument by which a non—Federal entity purchases property 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. GRAINGER "'1, FOR THE ONES WHO GET?DONE 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 (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$250,000,but this threshold is periodically adjusted for inflation.(Also see definition of§200.67 Micro-purchase.) Subaward means an award provided by a pass-through entity to a 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 provisions may be required and apply when Participating Agency expends federal funds for any purchase resulting from this procurement process. Per FAR 52.204-24 and FAR 52.204-25, solicitations and resultant contracts shall contain the following provisions. 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Oct 2020) The Offeror shall not complete the representation at paragraph(d)(1)of this provision if the Offeror has represented that it"does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument" in paragraph (c)(1) in the provision at 52.204-26, Covered Telecommunications Equipment or Services—Representation, or in paragraph (v)(2)(i) of the provision at 52.212-3, Offeror Representations and Certifications-Commercial Items.The Offeror shall not complete the representation in paragraph(d)(2) of this provision if the Offeror has represented that it"does not use covered telecommunications equipment or services, or any equipment, system, or service that uses covered telecommunications equipment or services"in paragraph (c)(2)of the provision at 52.204-26,or in paragraph(v)(2)(ii)of the provision at 52.212-3. (a)Definitions.As used in this provision— GRAINGER, "„ FOR THE ONES WHO GET/T DONE Backhaul, covered telecommunications equipment or services, critical technology, interconnection arrangements, reasonable inquiry, roaming, and substantial or essential component have the meanings provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (b)Prohibition. (1)Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain,any equipment,system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system,or as critical technology as part of any system. Nothing in the prohibition shall be construed to— (I) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party,such as backhaul, roaming,or interconnection arrangements;or (ii)Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles. (2)Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115- 232)prohibits the head of an executive agency on or after August 13,2020,from entering into a contract or extending or renewing a contract with an entity that uses any equipment,system,or service that uses covered telecommunications equipment or services as a substantial or essential component of any system,or as critical technology as part of any system. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. Nothing in the prohibition shall be construed to— (i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party,such as backhaul, roaming,or interconnection arrangements;or (ii)Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles. (c)Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) (https://www.sam.gov)for entities excluded from receiving federal awards for"covered telecommunications equipment or services". (d)Representation.The Offeror represents that— (1) It❑will,xwill not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation.The Offeror shall provide the additional disclosure information required at paragraph (e)(1)of this section if the Offeror responds"will"in paragraph (d)(1)of this section; and (2)After conducting a reasonable inquiry,for purposes of this representation,the Offeror represents that— It❑does,X does not use covered telecommunications equipment or services,or use any equipment,system,or service that uses covered telecommunications equipment or services. The Offeror shall provide the additional disclosure information required at paragraph(e)(2)of this section if the Offeror responds"does"in paragraph(d)(2)of this section. (e)Disclosures. (1)Disclosure for the representation in paragraph(d)(1)of this provision.If the Offeror has responded"will"in the representation in paragraph (d)(1)of this provision,the Offeror shall provide the following information as part of the offer. (i) For covered equipment— (A)The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier,CAGE code,and whether the entity was the original equipment manufacturer(OEM)or a distributor,if known); (B)A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number,or wholesaler number;and item description,as applicable);and (C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph(b)(1)of this provision. (ii) For covered services— (A) If the service is related to item maintenance:A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number;and item description,as applicable);or (B) If not associated with maintenance, the Product Service Code (PSC) of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph(b)(1)of this provision. GRAINGER FOR THE ONES WHO GET IT DONE (2) Disclosure for the representation in paragraph(d)(2)of this provision. If the Offeror has responded"does"in the representation in paragraph(d)(2)of this provision,the Offeror shall provide the following information as part of the offer: (i)For covered equipment— (A)The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier,CAGE code,and whether the entity was the OEM or a distributor, if known); (B)A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number,or wholesaler number;and item description,as applicable);and (C)Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph(b)(2)of this provision. (ii)For covered services— (A) If the service is related to item maintenance:A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number;and item description,as applicable);or (B) If not associated with maintenance, the PSC of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph(b)(2)of this provision. 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (Aug 2020). (a)Definitions.As used in this clause— Backhaul means intermediate links between the core network,or backbone network,and the small subnetworks at the edge of the network(e.g.,connecting cell phones/towers to the core telephone network). Backhaul can be wireless(e.g.,microwave)or wired (e.g.,fiber optic,coaxial cable, Ethernet). Covered foreign country means The People's Republic of China. Covered telecommunications equipment or services means– (1)Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation(or any subsidiary or affiliate of such entities); (2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); (3)Telecommunications or video surveillance services provided by such entities or using such equipment;or (4)Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by,or otherwise connected to,the government of a covered foreign country. Critical technology means– (1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22,Code of Federal Regulations; (2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15,Code of Federal Regulations,and controlled- (i)Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation,nuclear nonproliferation,or missile technology;or (ii) For reasons relating to regional stability or surreptitious listening; (3)Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10,Code of Federal Regulations(relating to assistance to foreign atomic energy activities): (4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material); (5)Select agents and toxins covered by part 331 of title 7,Code of Federal Regulations,part 121 of title 9 of such Code, or part 73 of title 42 of such Code;or (6)Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018(50 U.S.C.4817). G`ReAINGERR, S f6 FOR THE ONES WHO GET IT DONE Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered(e.g.,connection of a customer of telephone provider A to a customer of telephone company B)or sharing data and other information resources. Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third-party audit. Roaming means cellular communications services(e.g.,voice,video,data)received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high. Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment,system,or service. (b)Prohibition. (1)Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment,system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. The Contractor is prohibited from providing to the Government any equipment,system,or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph(c)of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104. (2)Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115- 232)prohibits the head of an executive agency on or after August 13,2020,from entering into a contract,or extending or renewing a contract,with an entity that uses any equipment,system,or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c)of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104.This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. (c)Exceptions.This clause does not prohibit contractors from providing— (1)A service that connects to the facilities of a third-party,such as backhaul,roaming,or interconnection arrangements; or (2)Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles. (d)Reporting requirement. (1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system,or as critical technology as part of any system,during contract performance,or the Contractor is notified of such by a subcontractor at any tier or by any other source,the Contractor shall report the information in paragraph(d)(2)of this clause to the Contracting Officer, unless elsewhere in this contract are established procedures for reporting the information;in the case of the Department of Defense, the Contractor shall report to the website at https://dibnet.dod.mil. For indefinite delivery contracts,the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s)for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https:/ldibnet.dod.mil. (2)The Contractor shall report the following information pursuant to paragraph(d)(1)of this clause (i)Within one business day from the date of such identification or notification: the contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE)code(if known);brand;model number(original equipment manufacturer number,manufacturer part number,or wholesaler number);item description;and any readily available information about mitigation actions undertaken or recommended. (ii)Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: any further available information about mitigation actions undertaken or recommended. In addition,the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services. GRAINGER 't 11,FOR THE ONES WHO GET IT DONE (e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e) and excluding paragraph (b)(2), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial items. The following certifications and provisions may be required and apply when Participating Agency expends federal funds for any purchase resulting from this procurement process. Pursuant to 2 C.F.R. § 200.326, all contracts, including small purchases, awarded by the Participating Agency and the Participating Agency's subcontractors shall contain the procurement provisions of Appendix II to Part 200,as applicable. APPENDIX II TO 2 CFR PART 200 (A)Contracts for more than the simplified acquisition threshold currently set at$250,000,which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms,and provide for such sanctions and penalties as appropriate. Pursuant to Federal Rule(A) above,when a Participating Agency expends federal funds, the Participating Agency reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party. Does offeror agree?YES KW Initials of Authorized Representative of offeror (B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement.(All contracts in excess of$10,000) Pursuant to Federal Rule (B)above,when a Participating Agency expends federal funds, the Participating Agency reserves the right to immediately terminate any agreement in excess of$10,000 resulting from this procurement process in the event of a breach or default of the agreement by Offeror as detailed in the terms of the contract. Does offeror agree? YES KW 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 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 GRAINGER I 11,FOR THE ONES WHO GET IT DONE 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?Cannot certify compliance absent opportunity specific information Initials of Authorized Representative of offeror (E) Contract Work Hours and Safety Standards Act(40 U.S.C.3701-3708).Where applicable,all contracts awarded by the 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? Cannot certify compliance absent opportunity specific information Initials of Authorized Representative of offeror (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award 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 (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) In the event Federal Transit Administration(FTA)or Department of Transportation (DOT)funding is used by Participating Public Agency,Offeror also agrees to include Clean Air and Clean Water requirements in each subcontract exceeding$100,000 financed in whole or in part with Federal assistance provided by FTA. Pursuant to Federal Rule (G) above, when federal funds are expended by Participating Agency, the offeror certifies that during the 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 KW Initials of Authorized Representative of offeror GRAINGER till FOR THE ONES WHO GET IT DONE (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. KW Does offeror agree? YES Initials of Authorized Representative of offeror (I) 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(I)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,by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress,or an employee of a Member of Congress in connection with the awarding of any Federal contract,the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal,amendment,or modification of any Federal contract,grant,loan,or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL,"Disclosure of Lobbying Activities,"in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31,U.S.Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. (3)The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts,which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Does offeror agree? YES Initials of Authorized Representative of offeror GRAINGER.. 1111 FOR THE ONES WHO GET IT DONE 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 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 KW 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 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 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.Additionally: (1) The Contractor agrees to comply with 49 USC 53230)and 49 CFR Part 661,which provide that federal funds may not be obligated unless steel, iron and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 CFR 661.7.A general public interest waiver from the Buy America requirements applies to microprocessors, computers, microcomputers, software or other such devices, which are used solely for the purpose of processing or storing data. This general waiver does not extend to a product or device that merely contains a microprocessor or microcomputer and is not used solely for the purpose of processing or storing data. Separate requirements for rolling stock are set out at 53230)(2)(C)and 49 CFR 661.11. (2) A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification with all bids on FTA- funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. This requirement does not apply to lower tier subcontractors. The following certificates titled FTA and DOT Buy America Certification should be completed and returned with the response as part of FTA and DOT requirements. FEDERAL TRASIT ADMINISTRATION(FTA)AND DEPARTMENT OF TRANSPORTATION(DOT)- BUY AMERICA: CERTIFICATION REQUIREMENT FOR PROCUREMENTOF ROLLING STOCK CERTIFICATE OF COMPLIANCE (select one of the two options,NOT BOTH) Certificate of Compliance with 49 USC§5323(j) The proposer hereby certifies that it will comply with the requirements of 49 U.S.C.53230),and the applicable regulations of 49 CFR 661.11. Check for YES: OR Certificate of Non-Compliance with 49 USC§5323(j) GRAINGER, "",FON THE ONES WHO GET IT DONE The proposer hereby certifies that it cannot comply with the requirements of 49 U.S.C.5323(j),but may qualify for an exception to the requirement consistent with 49 U.S.C.5323(j)(2)(C),and the applicable regulations in 49 CFR 661.7. Check for YES: ❑ Cannot certify compliance absent opportunity specific information. KW FEDERAL TRASIT ADMINISTRATION(FTA)AND DEPARTMENT OF TRANSPORTATION(DOT)- BUY AMERICA:CERTIFICATION REQUIREMENT FOR PROCUREMENT OF STEEL OR MANUFACTURED PRODUCTS CERTIFICATE OF COMPLIANCE(select one of the two options,NOT BOTH) Certificate of Compliance with 49 USC§5323(j)(1) The proposer hereby certifies that it will comply with the requirements of 49 U.S.C.5323(j)(1),and the applicable regulations in 49 CFR part 661. Check for YES: OR Certificate of Non-Compliance with 49 USC§532301(1) The proposer hereby certifies that it cannot comply with the requirements of 49 U.S.C.5323(j), but it may qualify for an exception to the requirement pursuant to 49 U.S.C.5323(j)(2),as amended,and the applicable regulations in 49 CFR 661.7. Check for YES: I Cannot certify compliance absent opportunity specific information.Iltil KW Does offeror agree? YES Initials of Authorized Representative of offeror Offeror's Name:W.W.Grainger, Inc. Address,City,State,and Zip Code: 100 Grainger Parkway, Lake Forest, IL 60045 Phone Number: 800-472-4643 Fax Number: NA Printed Name and Title of Authorized Representative: Ken White Email Address: Ken.White(a,grainger.com Signature of Authorized Representative: Date:03/28/24 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 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 KW Initials of Authorized Representative of offeror COMMUNITY DEVELOPMENT BLOCK GRANTS Purchases made under this contract may be partially or fully funded with federal grant funds. Funding for this work may include Federal Funding sources, including Community Development Block Grant (CDBG) funds from the U.S. Department of Housing and Urban Development. When such funding is provided, Offeror shall comply with all terms, conditions and requirements enumerated by the grant funding source,as well as requirements of the State statutes for which the contract is utilized,whichever GRAINGERw ""'FOR THE ONES WHO GET IT GONE is the more restrictive requirement.When using Federal Funding,Offeror shall comply with all wage and latest reporting provisions of the Federal Davis-Bacon Act. HUD-4010 Labor Provisions also applies to this contract. Does offeror agree? YES Initials of Authorized Representative of offeror Offeror agrees to comply with all federal,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. Please see Letter of Clarification. Offerors Name: W.W.Grainger,Inc. Address,City,State,and Zip Code: 100 Grainger Parkway,Lake Forest,IL 60045 Phone Number: 800-472-4643 Fax Number: NA Printed Name and Title of Authorized Representative: Ken White,National Government Sales Manager Email Address: Ken.White@grainger.com Signature of Authorized Representative: 2C12,ez, Date:3/28/24 GRAINGER "'n FOR THE ONES WHO GET IT DONE FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL CONDITIONS Awarded Supplier(s) (also referred to as Contractors) may need to respond to events and losses where products and services are needed for the immediate and initial response to emergency situations such as, but not limited to, water damage, fire damage, vandalism cleanup, biohazard cleanup, sewage decontamination, deodorization, and/or wind damage during a disaster or emergency situation. By submitting a proposal, the Supplier is accepted these FEMA and Additional Federal Funding Special Conditions required by the Federal Emergency Management Agency (FEMA) and other federal entities. "Contract" in the below pages under FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL CONDITIONS is also referred to and defined as the "Master Agreement". "Contractor" in the below pages under FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL CONDITIONS is also referred to and defined as "Supplier" or"Awarded Supplier". Conflicts of Interest No employee, officer, or agent may participate in the selection, award, or administration of a contract supported by a FEMA award if he or she has a real or apparent conflict of interest. Such a conflict would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of these parties, has a financial or other interest in or a tangible personal benefit from a firm considered for award. 2 C.F.R. § 200.318(c)(1); See also Standard Form 424D, ¶ 7; Standard Form 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 the Participating Public Agency nor the Participating Public Agency ("NFE") must neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts. However, NFE's may set standards for situations in which the financial interest is de minimus, not substantial, or the gift is an unsolicited item of nominal value. 2 C.F.R. § 200.318(c)(1). d. Violations. The NFE's written standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the NFE. 2 C.F.R. § 200.318(c)(1). For example, the penalty for a NFE's employee may be dismissal, and the penalty for a contractor might be the termination of the contract. Contractor Integrity A contractor must have a satisfactory record of integrity and business ethics. Contractors that are debarred or suspended, as described in and subject to the debarment and suspension regulations implementing Executive Order 12549, Debarment and Suspension (1986) and Executive Order 12689, Debarment and Suspension(1989)at 2 C.F.R. Part 180 and the Department of Homeland Security's regulations at 2 C.F.R. Part 3000 (Non-procurement Debarment and Suspension), must be rejected and cannot receive contract awards at any level. Notice of Legal Matters Affecting the Federal Government In the event FTA or DOT funding is used by Participating Public Agency, Contractor agrees to: 1) The Contractor agrees that if a current or prospective legal matter that may affect the Federal Government emerges, the Contractor shall promptly notify the Participating Public Agency of the legal matter in accordance with 2 C.F.R. §§ 180.220 and 1200.220. GRAINGER, "I„ FOR TME ONES WNO OET IT DONE 2) The types of legal matters that require notification include, but are not limited to, a major dispute,breach, default, litigation,or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason. 3) The Contractor further agrees to include the above clause in each subcontract,at every tier,financed in whole or in part with Federal assistance provided by the FTA. Public Policy A contractor must comply with the public policies of the Federal Government and state, local government, or tribal government. This includes, among other things, past and current compliance with the: a. Equal opportunity and nondiscrimination laws b.Five affirmative steps described at 2 C.F.R.§200.321(b)for all subcontracting under contracts supported by FEMA financial assistance;and FEMA Procurement Guidance June 21,2016 Page IV-7 c. Applicable prevailing wage laws,regulations,and executive orders Affirmative Steps For any subcontracting opportunities, Contractor must take the following 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. Prevailing Wage Requirements When applicable,the awarded Contractor(s)and any and all subcontractor(s)agree to comply with all laws regarding prevailing wage rates including the Davis-Bacon Act, applicable to this solicitation and/or Participating Public Agencies. The Participating Public Agency shall notify the Contractor of the applicable pricing/prevailing wage rates and must apply any local wage rates requested. The Contractor and any subcontractor(s)shall comply with the prevailing wage rates set by the Participating Public Agency. Federal Requirements If products and services are issued in response to an emergency or disaster recovery the items below, located in this FEMA Special Conditions section of the Federal Funds Certifications, are activated and required when federal funding may be utilized. 2 C.F.R.4200.326 and 2 C.F.R. Part 200,Appendix II,Required Contract Clauses 1. CONTRACT REMEDIES Contracts for more than the federal simplified acquisition threshold(SAT),the dollar amount below which an NFE may purchase property or services using small purchase methods,currently set at $250,000 for procurements made on or after June 20, 2018,4 must address administrative, contractual,or legal remedies in instances where contractors violate or breach contract terms and must provide for sanctions and penalties as appropriate. GRAINGER.. '1",FOR THE ONES WHO GET ITOONE 1.1 Applicability This contract provision is required for contracts over the SAT, currently set at $250,000 for procurements made on or after June 20, 2018.Although not required for contracts at or below the SAT, FEMA suggests including a remedies provision. 1.2 Additional Considerations For FEMA's Assistance to Firefighters Grant (AFG) Program, recipients must include a penalty clause in all contracts for any AFG-funded vehicle, regardless of dollar amount. In that situation, the contract must include a clause addressing that non-delivery by the contract's specified date or other vendor nonperformance will require a penalty of no less than $100 per day until such time that the vehicle, compliant with the terms of the contract, has been accepted by the recipient.This penalty clause should, however, account for force majeure or acts of God. AFG recipients should refer to the applicable year's Notice of Funding Opportunity (NOFO) for additional information, which can be accessed at FEMA.gov. 2. TERMINATION FOR CAUSE AND CONVENIENCE a Standard. All contracts in excess of $10,000 must address termination for cause and for convenience by the non-Federal entity,including the manner by which it will be effected and the basis for settlement. See 2 C.F.R. Part 200,Appendix II(B). b. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs. 3. EQUAL EMPLOYMENT OPPORTUNITY When applicable: a Standard. Except as otherwise provided under 41 C.F.R. Part 60, all contracts that meet the definition of"federally assisted construction contract" in 41 C.F.R. §60-1.3 must include the equal opportunity clause provided under 41 C.F.R.§60- 1.4(b), in accordance with Executive Order 11246, Equal Employment Opportunity(30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375,Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41 C.F.R. Part 60 (Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor). See 2 C.F.R. Part 200, Appendix II(C). b. Key Definitions. i. Federally Assisted Construction Contract.The regulation at 41 C.F.R. §60- 1.3 defines a "federally assisted construction contract" as any agreement or modification thereof between any applicant and a person for construction work which is paid for in whole or in part with funds obtained from the Government or borrowed on the credit of the Government pursuant to any Federal program involving a grant, contract, loan, insurance, or guarantee, or undertaken pursuant to any Federal program involving such grant, contract, loan, insurance, or guarantee, or any application or modification thereof approved by the Government for a grant,contract, GRAINGERU FOR THF ONES WHO GFT IT DONE loan, insurance, or guarantee under which the applicant itself participates in the construction work. ii. Construction Work. The regulation at 41 C.F.R. § 60-1.3 defines"construction work"as the construction, rehabilitation, alteration, conversion, extension, demolition or repair of buildings, highways,or other changes or improvements to real property, including facilities providing utility services.The term also includes the supervision,inspection,and other onsite functions incidental to the actual construction. G Applicability. This requirement applies to all FEMA grant and cooperative agreement programs. d. Required Language.The regulation at 41 C.F.R.Part 60-1.4(b)requires the insertion of the following contract clause. 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 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 national origin. (3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about,discussed,or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation,proceeding,hearing,or action,including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. (4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers'representatives of the contractor's commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The contractor will comply with all provisions of Executive Order 11246 of September GRAINGER. I"„ FOR THE ONES WHO GET IT DONE 24, 1965,and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965,and by rules, regulations, and orders of the Secretary of Labor,or pursuant thereto,and will permit access to his books,records,and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations,and orders. (7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965,and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965,or by rule,regulation,or order of the Secretary of Labor,or as otherwise provided by law. (8) The contractor will include the portion of the sentence immediately preceding paragraph(1) and the provisions of paragraphs (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 the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States. The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract. The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance. The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition,the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or GRAINGER "",FOR IRE ONES WOO GET II DONE suspend in whole or in part this grant(contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings. 4. DAVIS-BACON ACT a Standard.All prime construction contracts in excess of$2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act(40 U.S.C.§§3141-3144 and 3146-3148) as supplemented by Department of Labor regulations at 29 C.F.R.Part 5 (Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction). See 2 C.F.R. Part 200, Appendix II(D). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. b. Applicability. The Davis-Bacon Act applies to the Emergency Management Preparedness Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program,Port Security Grant Program,and Transit Security Grant Program. C Requirements.If applicable,the non-federal entity must do the followin : g i. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation.The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination.The non- Federal entity must report all suspected or reported violations to the Federal awarding agency. ii. Additionally,pursuant 2 C.F.R. Part 200,Appendix II(D),contracts subject to the Davis- Bacon Act, must also include a provision for 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. iii. Include a provision for compliance with the Davis-Bacon Act(40 U.S.C.3141-3144,and 3146-3148)as supplemented by Department of Labor regulations(29 CFR Part 5,"Labor Standards Provisions Applicable to Contracts Covering Federally Financed and AssistedConstruction"). Suggested Language. The following provides a sample contract clause: Compliance with the Davis-Bacon Act. a. All transactions regarding this contract shall be done in compliance with the Davis-Bacon Act(40 U.S.C.3141-3144,and GRAINGER,. ""I FOR THE ONES WHO GET IT DONE- 3146-3148) ONE3146-3148) and the requirements of 29 C.F.R. pt. 5 as may be applicable. The contractor shall comply with 40 U.S.C. 3141- 3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as applicable. b. Contractors are 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. G Additionally,contractors are required to pay wages not less than once a week. 5. COPELAND ANTI-KICKBACK ACT a Standard. Recipient and subrecipient contracts must include a provision for compliance with the Copeland"Anti-Kickback"Act(40 U.S.C.3145),as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). b. Applicability. This requirement applies to all contracts for construction or repair work above $2,000 in situations where the Davis-Bacon Act also applies. It DOES NOT apply to the FEMA Public Assistance Program. G Requirements. If applicable,the non-federal entity must include a provision for compliance with the Copeland "Anti-Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations at 29 C.F.R. Part 3 (Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States).Each contractor or subrecipient must be prohibited from inducing,by any means,any person employed in the construction,completion, or repair of public work,to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to FEMA. Additionally, in accordance with the regulation,each contractor and subcontractor must furnish each week a statement with respect to the wages paid each of its employees engaged in work covered by the Copeland Anti- Kickback Act and the Davis Bacon Act during the preceding weekly payroll period. The report shall be delivered by the contractor or subcontractor, within seven days after the regular payment date of the payroll period,to a representative of a Federal or State agency in charge at the site of the building or work. Sample Language.The following provides a sample contract clause: Compliance with the Copeland "Anti-Kickback"Act. a. Contractor.The contractor shall comply with 18 U.S.C.§874,40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract. b. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. GRAINGER!, ""I FOR THE ONES WHO GET II DONE C. Breach.A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. §5.12." 6. CONTRACT WORK HOURS AND SAFETY STANDARDSACT a. Standard. Where applicable (see 40 U.S.C. §§ 3701-3708), all contracts awarded by the non- Federal entity in excess of$100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations at 29 C.F.R.Part 5.See 2 C.F.R.Part 200,Appendix II(E).Under 40 U.S.C. § 3702,each contractor must be required to compute the wages 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. Further, no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary,hazardous,or dangerous. b. Applicability.This requirement applies to all FEMA contracts awarded by the non-federal entity in excess of$100,000 under grant and cooperative agreement programs that involve the employment of mechanics or laborers. It is applicable to construction work. These requirements do not apply to the purchase of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. c. Suggested Language. The regulation at 29 C.F.R. § 5.5(b) provides contract clause language concerning compliance with the Contract Work Hours and Safety Standards Act.FEMA suggests including the following contract clause: Compliance with the Contract Work Hours and Safety Standards Act. (1) Overtime requirements.No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in suchworkweek. (2) Violation;liability for unpaid wages;liquidated damages. In the event of any violation of the clause set forth in paragraph(b)(1)of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages.In addition,such contractor and subcontractor shall be liable to the United States(in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (b)(1) of this section,in the sum of $27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (b)(1)of this section. (3) Withholding for unpaid wages and liquidated damages. The Federal agency or GRAINGER. 1111 FON THE ONES WNO GET IT DONE loan/grant recipient shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2)of this section. (4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph(b)(1)through(4)of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts.The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs(b)(1)through(4)of this section. 7. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT ORAGREEMENT a. Standard.If the FEMA award meets the definition of"funding agreement"under 37C.F.R. §401.2(a)and the non-Federal entity wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement,"the non-Federal entity must comply with the requirements of 37 C.F.R. Part 401 (Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements), and any implementing regulations issued by FEMA. See 2 C.F.R. Part 200, Appendix II(F). b. Applicability. This requirement applies to`funding agreements,"but it DOES NOT apply to the Public Assistance,Hazard Mitigation Grant Program,Fire Management Assistance Grant Program, Crisis Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program,and Federal Assistance to Individuals and Households—Other Needs Assistance Grant Program, as FEMA awards under these programs do not meet the definition of "funding agreement." c. Funding Agreements Definition. The regulation at 37 C.F.R. § 401.2(a) defines "funding agreement" as any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any contractor for the performance of experimental, developmental, or research work funded in whole or in part by the Federal government.This term also includes any assignment,substitution of parties,or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph. 8. CLEAN AIR ACT AND THE FEDERAL WATER POLLUTION CONTROL ACT a. Standard. If applicable,contracts must contain a provision that requires the contractor to agree to comply with all applicable standards, orders, or regulations issued pursuant to the Clean 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 FEMA and the Regional Office of the Environmental Protection Agency. See 2 C.F.R. Part 200,Appendix II(G). GRAINGER. "", FOR THE ONES KHO GET IT DONE b. Applicability. This requirement applies to contracts awarded by a non-federal entity of amounts in excess of$150,000 under a federal grant. c. Suggested Language.The following provides a sample contract clause. Clean Air Act 1. The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act,as amended,42 U.S.C. §7401 et seq. 2. The contractor agrees to report each violation to the Participating Public Agency and understands and agrees that the Participating Public Agency will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. 3. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided byFEMA. Federal Water Pollution Control Act 1. The contractor agrees to comply with all applicablestandards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. 2. The contractor agrees to report each violation to the Participating Public Agency and understands and agrees that the Participating Public Agency will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. 3. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided byFEMA. 9. DEBARMENT AND SUSPENSION a. Standard. Non-Federal entities and contractors are subject to the debarment and suspension regulations implementing Executive Order 12549, Debarment and Suspension (1986) and Executive Order 12689,Debarment and Suspension(1989)at 2 C.F.R. Part 180 and the Department of Homeland Security's regulations at 2 C.F.R. Part 3000 (Non-procurement Debarment and Suspension). b. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs. c. Requirements. GRAINGER, FOR THE ONE 5 WOO GET IT DONE These regulations restrict awards, subawards, and contracts with certain parties that are debarred,suspended,or otherwise excluded from or ineligible for participation in Federal assistance programs and activities.See 2 C.F.R.Part 200,Appendix II(H);and 2 C.F.R. § 200.213.A contract award must not be 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 agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. SAM exclusions can be accessed at www.sam.gov. See 2 C.F.R. §180.530. II. In general,an"excluded"party cannot receive a Federal grant award or a contract within the meaning of a "covered transaction," to include subawards and subcontracts. This includes parties that receive Federal funding indirectly, such as contractors to recipients and subrecipients.The key to the exclusion is whether there is a "covered transaction," which is any non-procurement transaction (unless excepted) at either a "primary" or "secondary" tier. Although "covered transactions" do not include contracts awarded by the Federal Government for purposes of the non-procurement common rule and DHS's implementing regulations, it does include some contracts awarded by recipients and subrecipients. Specifically,a covered transaction includes the following contracts for goods or services: 1. The contract is awarded by a recipient or subrecipient in the amount of at least $25,000. 2. The contract requires the approval of FEMA,regardless of amount. 3. The contract is for federally-required audit services. 4. A subcontract is also a covered transaction if it is awarded by the contractor of a recipient or subrecipient and requires either the approval of FEMA or is in excess of$25,000. d. Suggested Language. The following provides a debarment and suspension clause. It incorporates an optional method of verifying that contractors are not excluded or disqualified. Suspension and Debarment (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's principals(defined at 2 C.F.R.§ 180.995)or its affiliates(defined at 2 C.F.R.§ 180.905)are excluded(defined at 2 C.F.R.§ 180.940)or disqualified(defined at 2 C.F.R. § 180.935). (2) The contractor must comply with 2 C.F.R.pt. 180,subpart C and2 C.F.R.pt.3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (3) This certification is a material representation of fact relied upon by the Participating GRAINGER, ,I", FOR THE ONES WHO GET IT DONE Public Agency. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180,subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the Participating Public Agency, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R.pt. 180,subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer.The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 10. BYRD ANTI-LOBBYING AMENDMENT a. Standard.Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,officer or employee of Congress,or an employee of a Member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. § 1352. FEMA's regulation at 44 C.F.R. Part 18 implements the requirements of 31 U.S.C. § 1352 and provides, in Appendix A to Part 18, a copy of the certification that is required to be completed by each entity as described in 31 U.S.C.§ 1352.Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the Federal awarding agency. b. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs. Contractors that apply or bid for a contract of$100,000 or more under a federal grant must file the required certification.See 2 C.F.R.Part 200,Appendix II(I);31 U.S.C. § 1352; and 44 C.F.R. Part 18. c. Suggested Language. Byrd Anti-Lobbying Amendment,31 U.S.C.$ 1352(as amended) Contractors who apply or bid for an award of$100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency. d. Required Certification. If applicable,contractors must sign and submit to the non-federal entity the following certification. APPENDIX A,44 C.F.R. PART 18—CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans,and Cooperative Agreements GRAINGER, ""r FOR THE ONE WHO GET IT DONE The undersigned certifies, to the best of his or her knowledge and belief,that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of an agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with the awarding of any Federal contract,the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract,grant,loan,or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with this Federal contract,grant,loan,or cooperative agreement,the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to Report Lobbying,"in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants,loans,and cooperative agreements)and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code.Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than$100,000 for each such failure. The Contractor, W.W. Grainger, Inc. , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. Chap. 38, Administrative Remedies for False Claims and Statements,apply to this certification and disclosure, if any. Signature of Contractor's Authorized Official Ken White,National Government Sales Manager Name and Title of Contractor's Authorized Official 3/28/24 Date GRAINGER. ,11 FOR THE ONES WHO GET 11 DONE 11. PROCUREMENT OF RECOVERED MATERIALS a. Standard.A non-Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. See 2 C.F.R. Part 200, Appendix II(J); and 2 C.F.R. § 200.322. b. Applicability.This requirement applies to all contracts awarded by a non-federal entity under FEMA grant and cooperative agreement programs. c. Requirements. The requirements of Section 6002 include procuring only items designated in guidelines of the EPA at 40 C.F.R.Part 247 that contain the highest percentage of recovered materials practicable,consistent with maintaining a satisfactory level of competition,where the purchase price of the item exceeds $10,000 or the value of the quantity acquired by the preceding fiscal year exceeded$10,000; procuring solid waste management services in 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. Suggested Language. i. In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired- 1. Competitively within a timeframe providing for compliance with the contract performance schedule; 2. Meeting contract performance requirements;or 3. At a reasonable price. ii. Information about this requirement,along with the list of EPA-designated items,is available at EPA's Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. iii. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act." 12. DOMESTIC PREFERENCES FOR PROCUREMENTS As appropriate, and to the extent consistent with law, CONTRACTOR should, to the greatest extent practicable under a federal award,provide a preference for the purchase,acquisition, or use of goods, products or materials produced in the United States.This includes,but is not limited to, iron,aluminum, steel, cement, and other manufactured products. Applicability For purchases in support of FEMA declarations and awards issued on or after November 12, 2020, all FEMA recipients and subrecipients are required to include in all contracts and purchase orders for work or products a contract provision encouraging domestic preference for procurements. Domestic Preference for Procurements As appropriate, and to the extent consistent with law,the contractor should,to the greatest extent practicable, provide a preference for the purchase, acquisition,or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means,for iron and steel products,that all manufacturing processes,from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber." 13. ACCESS TO RECORDS GRAINGER. 11111 FON TNF ONES WNO GFT IT OONF a. Standard. All recipients, subrecipients, successors, transferees, and assignees must acknowledge and agree to comply with applicable provisions governing DHS access to records, accounts, documents, information,facilities,and staff Recipients must give DHS/FEMA access to,and the right to examine and copy, records, accounts, and other documents and sources of information related to the federal financial assistance award and permit access to facilities, personnel, and other individuals and information as may be necessary,as required by DHS regulations and other applicable laws or program guidance. See DHS Standard Terms and Conditions: Version 8.1 (2018). Additionally, Section 1225 of the Disaster Recovery Reform Act of 2018 prohibits FEMA from providing reimbursement to any state, local, tribal, or territorial government, or private non-profit for activities made pursuant to a contract that purports to prohibit audits or internal reviews by the FEMA administrator or Comptroller General. Access to Records.The following access to records requirements apply to this contract: i.The Contractor agrees to provide Participating Public Agency, the FEMA Administrator,the Comptroller General of the United States,or any of their authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits,examinations,excerpts,and transcriptions. ii.The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. iii. The Contractor agrees to provide the FEMA Administrator or his authorized representatives access to construction or other work sites pertaining to the work being completed under the contract. iv.In compliance with the Disaster Recovery Act of 2018,the Participating Public Agency and the Contractor acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States. 14. CHANGES a. Standard.To be eligible for FEMA assistance under the non-Federal entity's FEMA grant or cooperative agreement,the cost of the change,modification,change order,or constructive change must be allowable, allocable,within the scope of its grant or cooperative agreement,and reasonable for the completion of project scope. b. Applicability. FEMA recommends, therefore, that a non-Federal entity include a changes clause in its contract that describes how, if at all, changes can be made by either 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. 15. DHS SEAL, LOGO,AND FLAGS a. Standard. Recipients must obtain permission prior to using the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials.See DHS Standard Terms and Conditions: Version 8.1(2018). b. Applicability. FEMA recommends that all non-Federal entities place in their contracts a provision that a contractor shall not use the DHS seal(s),logos,crests,or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. c. "The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. GRALNGERO ""I FOR THE ONES WHO GET IT DONE 16. COMPLIANCE WITH FEDERAL LAW, REGULATIONS,AND EXECUTIVE ORDERS a. Standard.The recipient and its contractors are required to comply with all Federal laws,regulations,and executive orders. b. Applicability. FEMA recommends that all non-Federal entities place into their contracts an acknowledgement that FEMA financial assistance will be used to fund the contract along with the requirement that the contractor will comply with all applicable Federal law, regulations, executive orders,and FEMA policies,procedures,and directives. c. "This is an acknowledgement that FEMA fmancial assistance will be used to fund all or a portion of the contract. The contractor will comply with all applicable Federal law, regulations, executive orders, FEMA policies,procedures,and directives." 17. NO OBLIGATION BY FEDERAL GOVERNMENT a. Standard.FEMA is not a party to any transaction between the recipient and its contractor.FEMA is not subject to any obligations or liable to any party for any matter relating to the contract. b. Applicability.FEMA recommends that the non-Federal entity include a provision in its contract that states that the Federal Government is not a party to the contract and is not subject to any obligations or liabilities to the non-Federal entity,contractor,or any other party pertaining to any matter resulting from the contract. c. "The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract." 18. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS a. Standard. Recipients must comply with the requirements of The False Claims Act(31 U.S.C. §§3729-3733)which prohibits the submission of false or fraudulent claims for payment to the federal government. See DHS Standard Terms and Conditions: Version 8.1 (2018); and 31 U.S.C. §§ 3801-3812, which details the administrative remedies for false claims and statements made.The non-Federal entity must include a provision in its contract that the contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements)applies to its actions pertaining to the contract. b. Applicability.FEMA recommends that the non-Federal entity include a provision in its contract that the contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements)applies to its actions pertaining to the contract. c. "The Contractor acknowledges that 31 U.S.C.Chap.38(Administrative Remedies for False Claims and Statements)applies to the Contractor's actions pertaining to this contract." d. In the event FTA or DOT funding is used by a Participating Public Agency, Contractor further acknowledges U.S. DOT regulations, "Program Fraud Civil Remedies,"49 CFR Part 31,and apply to its actions pertaining to this Contract. Upon execution of the underlying Contract,Contractor certifies or affirms the truthfulness and accuracy of any statement it has made,it makes,it may make,or causes to me made,pertaining to the underlying Contract or the FTA assisted project for which this Contract Work is being performed. In addition to other penalties that may be applicable, Contractor further acknowledges that if it makes,or causes to be made,a false,fictitious, or fraudulent claim, statement, submission, or certification,the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on Contractor to the extent the Federal Government deems GRAINGER, "",FOR THE ONES WHO GET i1 DONE appropriate. Contractor also acknowledges that if it makes, or causes to me made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307,the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307 (n)(1) on the Contractor, to the extent the Federal Government deems appropriate. Contractor agrees to include the above clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 19. CLEAN WATER STATE REVOLVING FUNDS(CWSRF)AND DRINKING WATER STATE REVOLVING FUNDS (DWSRF) Should agencies be utilizing Clean Water State Revolving or Drinking Water State Revolving Funds,the following may apply as indicated by the Participating Public Agency: a. Neither the State,the U.S. EPA,nor any of its departments,agencies,or employees, are or will be a party to resulting work or local agreements when CWSRF or DWSRF are utilized. b. All laborers and mechanics employed by contractors and subcontractors on projects on projects funded directly by or assisted in whole or in part by and through the Clean Water State Revolving Funds (CWSRF) or the Drinking Water State Revolving Funds (DWSRF) shall be paid wages at rates not less than those prevailing on projects of a character similar in the locality as determined by the Secretary of Labor in accordance with subchapter IV of chapter 31 of title 40,United States Code. Wages to be paid on this project will be governed by the Department of Labor Wage General Decision or Decisions included in the bid documents for this project. c. Equal Opportunity in Employment — All qualified applicants will receive consideration for employment without regard to race, color, religion, sex (including pregnancy), sexual orientation, gender identity, national origin, age (40 or older), disability or genetic information. Bidders on this work will be required to comply with the Department of Labor regulations at 41 CFR Part 60-4, relating to Construction Contractors -- Affirmative Action Requirements, which include the President's Executive Order No. 11246,as amended by Executive Order 11375 and Executive Order No. 13672, in the award and administration of contracts awarded under TWDB financial assistance agreements.Failure by the Contractor to carry out these requirements is a material breach,which may result in the termination of the awarded financial assistance. d. Contractors shall comply with all record keeping and reporting requirements under the Clean Water Act/Safe Drinking Water Act, including any reports required by a Federal agency or the Finance Authority such as performance indicators of program deliverables, information on costs and project progress.The Participate understands that(i)each contract and subcontract related to the Project is subject to audit by appropriate federal and state entities and(ii)failure to comply with the Clean Water Act/Safe Drinking Water Act and this Agreement may be a default hereunder that results in a repayment of the Loan in advance of the maturity of the Bonds and/or other remedial actions.The Davis-Bacon prevailing wage requirements apply to Contractors and Subcontractors performing on federally funded or assisted contracts in excess of$2,000 for the construction,alteration or repair(including painting)of a treatment works project under the CWSRF or a construction project under the DWSRF. e. For prime contracts in excess of $100,000, Contractors and Subcontractors must also, under the provisions of the Contract Work Hours and Safety Standards Act, as amended, pay laborers and mechanics,including guards and watchmen,at least one and one-half times their �IN�x 111 FOR THE ONES WNO OF111 DONE regular rate of pay for all hours worked over 40 in a workweek.The Fair Labor Standards Act may also apply to Davis-Bacon covered contracts. f. Any contracts or subcontracts in excess of$2,000 must include the provisions of Davis-Bacon Wage Rate Requirements. g. Any local agreements or work awarded under this solicitation are subject to the American Iron and Steel (AIS)requirements of Section 608 of the Federal Water Pollution Control Act if CWSRF or DWSRF are involved. As such, the Contractor hereby represents and warrants to and for the benefit of the Participating Public Agency that(a)the Contractor has reviewed and understands the American Iron and Steel Requirement, (b) all of the iron and steel products used in CWSRF or DWSRF related projects will be and/or have been produced in the United States in a manner that complies with the American Iron and Steel Requirement,unless a waiver of the requirement is approved,and(c)the Contractor will provide any further verified information,certification or assurance of compliance with this paragraph, or information necessary to support a waiver of the American Iron and Steel Requirement, as may be requested by the Participating Public Agency.Notwithstanding any other provision of this Agreement, any failure to comply with this paragraph by the Contractor shall permit the Participating Public Agency to enforce this Agreement and recover as damages against the Contractor any loss, expense, or cost (including without limitation attorney's fees)incurred by the Participating Public Agency resulting from any such failure(including without limitation any impairment or loss of funding,whether in whole or in part. Offeror agrees to comply with all terms and conditions outlined in the FEMA Special Conditions section of this solicitation. Please see Letter of Clarification. Offeror's Name: W.W. Grainger, Inc. Address,City, State, and Zip Code: 100 Grainger Parkway, Lake Forest, IL 60045 Phone Number: 800-472-4643 Fax Number: NA Printed Name and Title of Authorized Representative: Ken White, National Government Sales Manager Email Address: ken.white(cigrainger.com Signature of Authorized Representative: Date: 3/28/24 GRAINGER. I",I FOR TMEONE5 WHO GET IT DONE FEDERAL TRANSIT ADMINISTRATION (FTA)AND DEPARTMENT OF TRANSPORTATION (DOT) SPECIAL CONDITIONS Awarded Supplier(s) (also referred to as Contractors) may be asked to provide products and services to agencies following Federal Transit Administration and/or Department of Transportation requirements. By submitting a response, the Supplier is accepting these FTA and DOT Special Conditions. NO GOVERNMENT OBLIGATION TO THIRD PARTIES These requirements do not apply to micro-purchases ($10,000 or less, except for construction contracts over $2,000). (1)The Participating Public Agency and contractor/vendor acknowledge and agree that,notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract,absent the express written consent by the Federal Government,the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the purchaser,contractor,or any other party(whether or not a party to that contract)pertaining to any matter resulting from the underlying contract. (2) The contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified,except to identify the subcontractor who will be subject to its provisions. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS These requirements do not apply to micro-purchases ($10,000 or less, except for construction contracts over $2,000) (1) The contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986,as amended,31 U.S.C. 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies, "49 CFR Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim,statement,submission,or certification,the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the contractor to the extent the Federal Government deems appropriate. (2) The contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement,submission,or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of49 U.S.C.5307,the Government reserves the right to impose the penalties of 18 U.S.C. 1001 and 49 U.S.C. §5323(1)on the contractor,to the extent the Federal Government deems appropriate. (3) The contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA.It is further agreed that the clauses shall not be modified,except to identify the subcontractor who will be subject to the provisions. ACCESS TO RECORDS AND REPORTS (1)Record Retention.The Contractor will retain,and will require its subcontractors of all tiers to retain,complete and readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents, reports, statistics, sub-agreements, leases, subcontracts, arrangements, other third party agreements of any type, and supporting materials related to those records. (2) Retention Period.The Contractor agrees to comply with the record retention requirements in accordance with 2 C.F.R. §200.333.The Contractor shall maintain all books,records,accounts and reports required under this Contract for a period of at not less than three(3)years after the date of termination or expiration of this Contract,except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case records shall be maintained until the disposition of all such litigation,appeals,claims or exceptions related thereto. (3)Access to Records. The Contractor agrees to provide sufficient access to FTA and its contractors to inspect and audit records and information related to performance of this contract as reasonably may be required. (4)Access to the Sites of Performance. The Contractor agrees to permit FTA and its contractors access to the sites of performance under this contract as reasonably may be required. GRAINGER. Hui FOR THE ONES WHO GET IT DONE FEDERAL CHANGES (1)Contractor shall at all times comply with all applicable FTA regulations,policies,procedures and directives,including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA,as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this Contract. Contractor agrees to: a) Maintain all books,records,accounts and reports required under this Contract for a period of not less than three(3)years after the date of termination or expiration of this Contract or any extensions thereof except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case Contractor agrees to maintain same until Public Agency, the FTA Administrator, the Comptroller General,or any of their duly authorized representatives,have disposed of all such litigation, appeals,claims or exceptions related thereto. b) Permit any of the foregoing parties to inspect all work, materials,payrolls,and other data and records with regard to the Project,and to audit the books,records,and accounts with regard to the Project and to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed for the purpose of audit and examination. FTA does not require the inclusion of these requirements of Article 1.01 in subcontracts. Reference 49 CFR 18.39(a)(11). CIVIL RIGHTS/TITLE VI REQUIREMENTS The Participating Public Agency is an Equal Opportunity Employer. As such, the Participating Public Agency agrees to comply with all applicable Federal civil rights laws and implementing regulations. Apart from inconsistent requirements imposed by Federal laws or regulations, the Participating Public Agency agrees to comply with the requirements of 49 U.S.C. § 5323(h) (3) by not using any Federal assistance awarded by FTA to support procurements using exclusionary or discriminatory specifications. Under this Agreement, the Contractor shall at all times comply with the following requirements and shall include these requirements in each subcontract entered into as part thereof. (1) Nondiscrimination—In accordance with Title VI of the Civil Rights Act,as amended,42 U.S.C.20000d,section 303 of the Age Discrimination Act of 1975,as amended,42 U.S.C.6102,section 202 of the Americans with disabilities Act of 1990,42 U.S.C. 12132,and Federal transit law at 49 U.S.C.5332,the contractor agrees that it will not discriminate against any employee or applicant for employment because of race,color,creed,national origin,sex,age,or disability.In addition, the contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity—The following equal employment opportunity requirements apply to the underlying contract: (a) Race,Color,Creed,National Origin,Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e et seq., and Federal transit laws at 49 U.S.C. § 5332,the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. chapter 60, and Executive Order No. 11246, "Equal Employment Opportunity in Federal Employment," September 24, 1965,42 U.S.C. § 2000e note,as amended by any later Executive Order that amends or supersedes it,referenced in 42 U.S.C. § 2000e note. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, national origin,or sex(including sexual orientation and gender identity).Such action shall include,but not be limited to,the following: employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition,the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Age - In accordance with the Age Discrimination in Employment Act, 29 U.S.C. §§ 621-634, U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, "Age Discrimination in Employment Act," 29 C.F.R. part 1625, the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., U.S. Health and Human Services regulations,"Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,"45 C.F.R.part 90,and Federal transit law at 49 U.S.C.§5332,the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age.In addition,the Contractor agrees to comply with any implementing requirements FTA may issue. GWAINGER 1 11 FOR THE ONES WHO GET IT DONE (c)Disabilities-In accordance with section 504 of the Rehabilitation Act of 1973,as amended,29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. §4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (3) The contractor also agrees to include these requirements in each subcontract financed whole or in part with Federal assistance provided by FTA,modified only if necessary to identify the affected parties. INCORPORATION OF FTA 4220.1F TERMS (1)The preceding provisions include, in part,certain Standard Terms and Conditions required by DOT,whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT,as set forth in FTA Circular 4220.1F, dated November 1, 2008, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA-mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The contractor shall not perform any act,fail to perform any act,or refuse to comply with any Participating Public Agency request, which would cause the Participating Public Agency to be in violation of the FTA terms and conditions. (2)Flow Down—The incorporation of FTA terms has unlimited flow down. DISADVANTAGED BUSINESS ENTERPRISE(DBE) The contractor, subrecipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 C.F.R. part 26 in the award and administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to: 1) Withholding monthly progress payments; 2) Assessing sanctions; 3) Liquidated damages;and/or 4) Disqualifying the contractor from future bidding as non-responsible.49 C.F.R. §26.13(b). 5) Non-Discrimination Assurances. Contractor or subcontractor shall not discriminate on the basis of race, color, national origin,or sex in the performance of this Contract.Contractor shall carry out all applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by Contractor to carry out these requirements is a material breach of this Contract,which may result in the termination of this Contract or other such remedy as public agency deems appropriate. Each subcontract Contractor signs with a subcontractor must include the assurance in this paragraph. (See 49 CFR 26.13(b)). 6) Prompt Payment. Contractor is required to pay each subcontractor performing Work under this prime Contract for satisfactory performance of that work no later than thirty(30)days after Contractor's receipt of payment for that Work from public agency. In addition, Contractor is required to return any retainage payments to those subcontractors within thirty (30) days after the subcontractor's work related to this Contract is satisfactorily completed and any liens have been secured.Any delay or postponement of payment from the above time frames may occur only for good cause following written approval of public agency.This clause applies to both DBE and non-DBE subcontractors. Contractor must promptly notify public agency whenever a DBE subcontractor performing Work related to this Contract is terminated or fails to complete its Work,and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. Contractor may not terminate any DBE subcontractor and perform that Work through its own forces,or those of an affiliate,without prior written consent of Participating Public Agency. 7) DBE Program.In connection with the performance of this Contract,Contractor will cooperate with public agency in meeting its commitments and goals to ensure that DBEs shall have the maximum practicable opportunity to compete for subcontract work,regardless of whether a contract goal is set for this Contract.Contractor agrees to use good faith efforts to carry out a policy in the award of its GRAINGER, 1"1,FORT NE ONES WHO GET IT DONE subcontracts, agent agreements, and procurement contracts which will, to the fullest extent, utilize DBEs consistent with the efficient performance of the Contract. ENERGY CONSERVATION REQUIREMENTS Contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plans issued under the Energy Policy and Conservation Act, as amended, 42 U.S.C. Sections 6321 et seq. and 41 CFR Part 301-10. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA)TERMS 1) The preceding provisions include,in part, certain Standard Terms and Conditions required by DOT,whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT,as set forth in FTA Circular 4220.1 F,dated November 1,2008,are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA-mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The contractor shall not perform any act, fail to perform any act, or refuse to comply with any Participating Public Agency request, which would cause the Participating Public Agency to be in violation of the FTA terms and conditions. 2) Flow Down—The incorporation of FTA terms has unlimited flow down. SUSPENSION AND DEBARMENT The Contractor shall comply and facilitate compliance with U.S. DOT regulations, "Nonprocurement Suspension and Debarment," 2 C.F.R. part 1200, which adopts and supplements the U.S. Office of Management and Budget(U.S. OMB) "Guidelines to Agencies on Government Wide Debarment and Suspension (Nonprocurement)," 2 C.F.R. part 180. These provisions apply to each contract at any tier of $25,000 or more, and to each contract at any tier for a federally required audit (irrespective of the contract amount), and to each contract at any tier that must be approved by an FTA official irrespective of the contract amount. As such, the Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally funded contract and are not presently declared by any Federal department or agency to be: a)Debarred from participation in any federally assisted Award; b) Suspended from participation in any federally assisted Award; c) Proposed for debarment from participation in any federally assisted Award; d)Declared ineligible to participate in any federally assisted Award; e)Voluntarily excluded from participation in any federally assisted Award;or f) Disqualified from participation in ay federally assisted Award. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by the AGENCY. If it is later determined by the AGENCY that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the AGENCY, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. part 180, subpart C, as supplemented by 2 C.F.R. part 1200, while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. NO FEDERAL GOVERNMENT OBLIGATIONS TO THIRD PARTIES Agency and Contractor acknowledge and agree that, absent the Federal Government's express written consent and notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to agency, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract. Contractor agrees to include the above clause in each subcontract financed in whole or in part with federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. GRAINGERD 't",FOR THE ONES WHO GET IT DONE CARGO PREFERENCE REQUIREMENTS Use of United States-Flag Vessels.The contractor agrees: 1) To use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment,material,or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels. 2) To furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 days following the date of loading for shipments originating outside the United States, a legible copy of a rated, "on-board" commercial ocean bill-of-lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo,Office of Market Development,Maritime Administration, Washington D.C. 20590 and the FTA recipient (through the contractor in the case of a subcontractor's bill-of lading). 3) To include these requirements in all subcontracts issued pursuant to the contract when the subcontract may involve the transport of equipment,materials,or commodities by ocean vessel. FLY AMERICA Fly America Requirements: 1) Definitions.As used in this clause-"International air transportation"means transportation by air between a place in the United States and a place outside the United States or between two places both of which are outside the United States. "United States"means the 50 States,the District of Columbia,and outlying areas."U.S.-flag air carrier"means an air carrier holding a certificate under 49 U.S.C.Chapter 411. 2) When Federal funds are used to fund travel, Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974(49 U.S.C.40118)(Fly America Act)requires contractors,recipients, and others use U.S.- flag air carriers for U.S. Government-financed international air transportation of personnel (and their personal effects) or property,to the extent that service by those carriers is available.It requires the Comptroller General of the United States, in the absence of satisfactory proof of the necessity for foreign-flag air transportation, to disallow expenditures from funds,appropriated or otherwise established for the account of the United States,for international air transportation secured aboard a foreign-flag air carrier if a U.S.-flag air carrier is available to provide such services. 3) If available,the contractor, in performing work under this contract, shall use U.S.-flag carriers for international air transportation of personnel(and their personal effects)or property. 4) In the event that the contractor selects a carrier other than a U.S.-flag air carrier for international air transportation,the contractor shall include a statement on vouchers involving such transportation essentially as follows: Statement of Unavailabilityof U.S.-Flag Air Carriers International air transportation of persons (and their personal effects) or property by U.S.-flag air carrier was not available or it was necessary to use foreign-flag air carrier service for the following reasons. See FAR§47.403. Stated Reason(s): 5) The contractor shall include the substance of this clause,including this paragraph,in each subcontract or purchase under this contract that may involve international air transportation. GRAINGER. 't",FOR THE ONES WHO LEI II DONE RECYCLED PRODUCTS 1) The Contractor agrees to provide a preference for those products and services that conserve natural resources, protect the environment, and are energy efficient by complying with and facilitating compliance with Section 6002 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C.§6962, and U.S. Environmental Protection Agency(U.S. EPA), "Comprehensive Procurement Guideline for Products Containing Recovered Materials,"40 C.F.R. part 247. CONFORMANCE WITH ITS NATIONAL ARCHITECTURE When applicable: 1) Contractor shall conform, to the extent applicable, to the National Intelligent Transportation Standards architecture as required by SAFETEA-LU Section 5307(c),23 U.S.C. Section 512 and as amended by MAP-21 23 U.S.C.§517(d),note and follow the provisions of FTA Notice,"FTA National Architecture Policy on Transit Projects,"66 Fed.Reg.1455 et seq.,January 8,2001,and any other implementing directives FTA may issue at a later date,except to the extent FTA determines otherwise in writing. ADA ACCESS 1) In accordance with section 504 of the Rehabilitation Act of 1973,as amended,29 U.S.C. § 794,the Americans with Disabilities Act of 1990,as amended,42 U.S.C. § 12101 et seq.,the Architectural Barriers Act of 1968,as amended,42 U.S.C. §4151 et seq.,and Federal transit law at 49 U.S.C. § 5332,the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition,the Contractor agrees to comply with any implementing requirements FTA may issue. SAFE OPERATION OF MOTOR VEHICLES 1) Seat Belt Use-The Contractor is encouraged to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company-owned vehicles, company- rented vehicles, or personally operated vehicles. The terms "company-owned" and "company-leased" refer to vehicles owned or leased either by the Contractor or Participating Public Agency. 2) Distracted Driver- The Contractor agrees to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers,including policies to ban text messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Contactor owns, leases, or rents, or a privately-owned vehicle when on official business in connection with the work performed under this agreement. PROMPT PAYMENT 1) The Prime Contractor shall pay any Subcontractor for work that has been satisfactorily performed no later than thirty(30)days from the date of the Prime Contractor's receipt of each payment made by the Participating Public Agency. Additionally, within thirty (30) days of satisfactory completion of all work required of the Subcontractor,the Prime Contractor shall release any retainage payments withheld to the Subcontractor. FTA PROTEST NOTIFICATION A protestant must exhaust all Participating Public Agency Procurement administrative procedures and remedies before pursuing a protest with the FTA. 1) Any and all protests shall be in writing and shall be filed with the Purchasing Manager with the Participating Public Agency.A protest relating to the process for determining the most responsive and responsible contractor shall be filed within five (5) business days after the protestor knows or should have known the basis of the determination.The Contract Officer shall respond to a protest within fourteen(14)calendar days after the receipt of the protest.The Purchasing Manager may grant the Contract Officer an extension for the response if warranted. A request for reconsideration of any and all determinations by the Contract Officer shall be filed with the Purchasing Manager within seven(7)calendar days after the receipt of the determination. GRAINGER. ", FOR THE ONES WHO GET IT DONE 2) A protest shall include: a. The name, address, and telephone number, including FAX number if available, of the protestor; b. The signature of the protestor or authorized representative; c. Identification of the contract/solicitation; d. A detailed statement of the legal and/or factual grounds of protest including copies and/or citations of relevant documents,and; e. The form of relief requested. 3) If any of the above information is omitted or incomplete,then the Protestor shall be notified,in writing, within two (2) calendar days after that determination, and the Protestor shall have two (2) calendar days in which to remedy the specified problem. 4) The Participating Public Agency will not make award prior to the resolution of a protest, or open bids prior to resolution of a protest filed before bid opening unless the Purchasing Manager determines in writing that it is in the best interests of the Participating Public Agency or in keeping with Item 7 of this procedure to do otherwise. Potential contractors will be advised of a pending protest if the protest is filed before award. 5) The Purchasing Manager may allow for an informal conference on the merits of a protest with all interested parties allowed to attend.Interested parties include all bidding contractors,and may also include a subcontractor or supplier provided they have a substantial economic interest in a portion of the IFB or RFP. 6) The Purchasing Manager shall respond"in writing",in detail,to each substantial issue raised in the protest.The Purchasing Manager has the sole authority to make determinations for the Participating Public Agency, and a determination shall be considered final when it is labeled as such.A request for reconsideration will be allowed by the Purchasing Manager if he determines that data has become available that was not previously known, or that there has been an error of law or regulation. 7) The Participating Public Agency may proceed with procurement when a protest is pending if the Participating Public Agency determines that: a. The items to be procured are urgently required; b. Delivery or performance will be unduly delayed by failure to make the award promptly;or c. Failure to make award will otherwise cause undue harm to the grantee for the Federal Government. 8) FTA will only entertain a protest that alleges: a. The Participating Public Agency failed to have or to adhere to its protest procedures,or failed to review a complaint or protest;or b. Violations of Federal law or regulation. GRAINGER "", FOR THE ONES WHO GET I!DONE 9) A protest to FTA must be filed in accordance with FTA Circular 4220.1 F, available from the Contract Officer. Specifically,protestors shall file a protest with FTA Region 9 or FTA Headquarters Office no later than five(5) days after a final decision is rendered under the Participating Public Agency's protest procedure.In instances where the protestor alleges that the Participating Public Agency failed to make a final determination on the protest, protestors shall file a protest with FTA not later than five(5) calendar days after the protester knew or should have known of the grantee's failure to render a final determination on the protest. A protest filed with FTA shall: a. Include the name and address of the protestor. b. Identify the grantee,project number,and the number of the contract solicitation. c. Contain a statement of the grounds for protest and any supporting documentation.This should detail the alleged failure to have or adhere to protest procedures,failure to review a complaint or protest;or Violation of Federal law or regulation. Include a copy of the local protest filed with the grantee and a copy of the grantee's decision, li if any. GRAINGER. "", FOR THF OHFS WHO O€I II DOH€ 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' ability to promote the Master Agreement in the State of New Jersey. DOC #1 Ownership Disclosure Form DOC #2 Non-Collusion Affidavit DOC #3 Affirmative Action Affidavit DOC #4 Political Contribution Disclosure Form DOC #5 Stockholder Disclosure Certification DOC #6 Disclosure of Investment Activities in Iran, Russia and Belarus DOC #7 New Jersey Registration Re istration Certificate DOC#8 EEOAA Evidence DOC#9 MacBride Principals Form New Jersey suppliers are required to comply with the following New Jersey statutes when applicable: • all anti-discrimination laws, including those contained in N.J.S.A. 10:2-1 through N.J.S.A. 10:2-14, N.J.S.A. 10:5-1, and N.J.S.A. 10:5-31 through 10:5-38; • Prevailing Wage Act,N.J.S.A. 34:11-56.26, for all contracts within the contemplation of the Act; • Public Works Contractor Registration Act,N.J.S.A. 34:11-56.26; and • Bid and Performance Security, as required by the applicable municipal or state statutes. GRAINGER. f"„FOR THE ONES WHO GFT IT STONE DOC #1 STATEMENT OF OWNERSHIP DISCLOSURE N.J.S.A. 52:25-24.2 (P.L. 1977, c.33, as amended by P.L. 2016, c.43) This statement shall be completed,certified to,and included with all bid and proposal submissions. Failure to submit the required information is cause for automatic rejection of the bid or proposal. Name of Organization: W.W. Grainger, Inc. Organization Address: 100 Grainger Parkway, Lake Forest, IL 60045 Part I Check the box that represents the type of business organization: 0 Sole Proprietorship(skip Parts II and III, execute certification in Part IV) 0 Non-Profit Corporation(skip Parts II and III, execute certification in Part IV) ®For-Profit Corporation(any type) 0 Limited Liability Company(LLC) 0 Partnership 0 Limited Partnership 0 Limited Liability Partnership(LLP) © Other(be specific): for profit/publicly traded corporation. Part II O The list below contains the names and addresses of all stockholders in the corporation who own 10 percent or more of its stock, of any class, or of all individual partners in the partnership who own a 10 percent or greater interest therein, or of all members in the limited liability company who own a 10 percent or greater interest therein, as the case may be. (COMPLETE THE LIST BELOW IN THIS SECTION) OR O No one stockholder in the corporation owns 10 percent or more of its stock, of any class, or no individual partner in the partnership owns a 10 percent or greater interest therein, or no member in the limited liability company owns a 10 percent or greater interest therein, as the case may be. (SKIP TO PART IV) (Please attach additional sheets if more space is needed): Name of Individual or Business Entity Home Address(for Individuals)or Business Address The Vanguard Group (investment firm) 100 Vanguard Boulevard, Malvern, PA 19355 10.61 % GRAINGER "",FON THE ONES WHO GET It DONE Part III DISCLOSURE OF 10% OR GREATER OWNERSHIP IN THE STOCKHOLDERS, PARTNERS OR LLC MEMBERS LISTED IN PART II If a bidder has a direct or indirect parent entity which is publicly traded, and any person holds a 10 percent or greater beneficial interest in the publicly traded parent entity as of the last annual federal Security and Exchange Commission (SEC) or foreign equivalent filing, ownership disclosure can be met by providing links to the website(s) containing the last annual filing(s) with the federal Securities and Exchange Commission (or foreign equivalent) that contain the name and address of each person holding a 10% or greater beneficial interest in the publicly traded parent entity, along with the relevant page numbers of the filing(s) that contain the information on each such person. Attach additional sheets if more space is needed. Website(URL)containing the last annual SEC(or foreign equivalent)filing Page Ws No parent:Grainger is the parent Please list the names and addresses of each stockholder, partner or member owning a 10 percent or greater interest in any corresponding corporation, partnership and/or limited liability company (LLC) listed in Part II other than for any publicly traded parent entities referenced above. The disclosure shall be continued until names and addresses of every noncorporate stockholder, and individual partner, and member exceeding the 10 percent ownership criteria established pursuant to N.J.S.A. 52:25-24.2 has been listed. Attach additional sheets if more space is needed. Stockholder/Partner/Member and Corresponding Home Address(for Individuals)or Business Address Entity Listed in Part II Vanguard is an investment management firm owned by its investors and is not publicly traded Part IV Certification I, being duly sworn upon my oath, hereby represent that the foregoing information and any attachments thereto to the best of my knowledge are true and complete. I acknowledge: that I am authorized to execute this certification on behalf of the bidder/proposer;that the <name of contracting unit>is relying on the information contained herein and that I am under a continuing obligation from the date of this certification through the completion of any contracts with <type of contracting unit>to notify the <type of contracting unit>in writing of any changes to the information contained herein;that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification, and if I do so, I am subject to criminal prosecution under the law and that it will constitute a material breach of my agreement(s)with the, permitting the <type of contracting unit>to declare any contract(s)resulting from this certification void and unenforceable. Full Name(Print): Ken White Title: National Government Sales Manager Signature: Date: 3/28/24 GRAINGER. In FOR THE ONES WHO GET IT GONE DOC #2 NON-COLLUSION AFFIDAVIT STANDARD BID DOCUMENT REFERENCE Reference: VII-H Name of Form: NON-COLLUSION AFFIDAVIT Statutory Reference: No specific statutory reference State Statutory Reference N.J.S.A. 52:34-15 Instructions Reference: Statutory and Other Requirements VII-H The Owner's use of this form is optional. It is used to ensure that Description: the bidder has not participated in any collusion with any other bidder or Owner representative or otherwise taken any action in restraint of free and competitive bidding. GRAINGER. e6P NON-COLLUSION AFFIDAVIT State of New-Jersey ede -d° County of 1)-tr.A1 ss: I, Ken White residing in I lighlands Ranch (name of affiant) (name of municipality) in the County of Douglas and State of Colorado of full age,being duly sworn according to law on my oath depose and say that: I am National Government Sales Manager of the firm of W.W. Grainger, Inc. (title or position) (name of firm) the bidder making this Proposal for the bid entitled City of Tucson RFP 240078 ,and that I executed the said proposal with (title of bid proposal) full authority to do so that said bidder has not,directly or indirectly entered into any agreement, participated in any collusion,or otherwise taken any action in restraint of free,competitive bidding in connection with the above named project;and that all statements contained in said proposal and in this affidavit are true and correct,and made with full knowledge that the City of Tucson relies upon the truth of the statements contained in said Proposal (name of contracting unit) and in the statements contained in this affidavit in awarding the contract for the said project. I further warrant that no person or selling agency has been employed or retained to solicit or secure such contract upon an agreement or understanding for a commission,percentage,brokerage,or contingent fee,except bona fide employees or bona fide established commercial or selling agencies maintained by W. IV. GA- NC2 Subscribed and sworn to before me this day 7)-0)10.10/k Signature , 201.11 • Ken White (Type or print name of affiant under signature) No lit public of My Commission expires D 1 DELORES M STUMP NOTARY PUBLIC-STATE OF COLORADO NOTARY ID 20104022082 (Seal) MY COMMISSION EXPIRES JUL 9, 2026 GRAINGER, IFOR THE ONES WHO GET IT DONE DOC #3 AFFIRMATIVE ACTION AFFIDAVIT (P.L. 1975, C.127) Company Name: W.W. Grainger,Inc. Street: 100 Graineer Parkway City, State, Zip Code: Lake Forest,IL, 60045 Proposal Certification: Indicate below company's compliance with New Jersey Affirmative Action regulations. Company's proposal will be accepted even if company is not in compliance at this time. No contract and/or purchase order may be issued, however, until all Affirmative Action requirements are met. Required Affirmative Action Evidence: Procurement, Professional& Service Contracts(Exhibit A) Vendors must submit with proposal: 1. A photocopy of a valid letter that the contractor is operating under an existing Federally approved or sanctioned affirmative action program(good for one year from the date of the letter); OR ®• photocopy of a Certificate of Employee Information Report approval, issued in accordance with N.J.A.C. 17:27-4; OR 3. A photocopy of an Employee Information Report(Form AA302)provided by the Division of Contract Compliance and Equal Employment Opportunity in Public Contracts and distributed to the public agency to be completed by the contractor in accordance with N.J.A.C. 17:27-4. Public Work—Over $50,000 Total Project Cost: A. No approved Federal or New Jersey Affirmative Action Plan. We will complete Report Form AA201. A project contract ID number will be assigned to your firm upon receipt of the completed Initial Project Workforce Report (AA201) for this contract. B. Approved Federal or New Jersey Plan—certificate enclosed I further certify that the statements and information contained herein, are complete and correct to the best of my knowledge and belief 3/28/29 Date Authorized Signature and Title GRAINGER FOR THE ONES WHO CET I,DONE 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 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 GRAINGER, FOR THE ONES WHO GET IT DONE 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://www.nj.gov/dca/divisions/dlgs/resources/lfns 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 http://www.nj.gov/dca/divisions/digs/programs/lpcl.html#12. They will be updated from time-to-time as necessary. b. A public agency using these forms should edit them to properly reflect the correct legislative 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 http://www.nj.gov/dca/divisions/digs/resources/lfns 2006.html). 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. Not Applicable to Grainger GRAINGER 1111 FOR THE ONES WHO GET IT DOME 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: o of the public entity awarding the contract o of that county in which that public entity is located o of another public entity within that county o 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. 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." GRAINGER, "", FOR THE ONES WHO GFT ft DONE 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: W.W.Grainger,Inc. Address: 100 Grainger Parkway City: Lake Forest State: IL Zip: 60045 The undersigned being authorized to certify,hereby certifies that the submission provided herein represents compliance with the provisions of N.J.S.A. 19:44A-20.26 and as represented by the Instructions accompanying this form. �/. Ken White National Government Sales Manager Signature Printed Name Title Part II - Contribution Disclosure Disclosure requirement: Pursuant to N.J.S.A. 19:44A-20.26 this disclosure must include all reportable political contributions (more than $300 per election cycle) over the 12 months prior to submission to the committees of the government entities listed on the form provided by the local unit. ❑ Check here if disclosure is provided in electronic form Contributor Name Recipient Name Date Dollar Amount No contributions $ ❑ Check here if the information is continued on subsequent page(s) GRAINGER, "",FOR iNf ONES WHO GEi Ii GONE DOC #4, continued List of Agencies with Elected Officials Required for Political Contribution Disclosure N.J.S.A. 19:44A-20.26 County Name: State: Governor,and Legislative Leadership Committees Legislative District#s: State Senator and two members of the General Assembly per district. County: Freeholders County Clerk Sheriff {County Executive} Surrogate Municipalities(Mayor and members of governing body,regardless of title): USERS SHOULD CREATE THEIR OWN FORM, OR DOWNLOAD FROM THE PAY TO PLAY SECTION OF THE DLGS WEBSITE A COUNTY-BASED, CUSTOMIZABLE FORM. _._. ,_.....x+.Mc....iV....J.....i i .A..'! 0. �!a.7�41�mtic.:,0,��1 k ..�,��. is is tr�',•}. g ;t;f�y'y',i,',1;i6 J�ii`ii � : ,Vi �yi�lw�.wr 1 , i1•:,/Y'" �f 1 'lg .���✓,ati'.w.,nRiid,.�x✓t�Ji1�.5i•},4..1C.i��Rr?��,'i� GRAINGER. it fry v. DOC#5C STOCKHOLDER DISCLOSURE CERTIFICATION i Name of Business: ? LI I certify that the list below contains the names and home addresses of all stockholders fl.: holding 10%or more of the issued and outstanding stock of the undersigned. OR ; n 0 I certify that no one stockholder owns 10%or more of the issued and outstanding stock of h the undersigned. P'ti Check the box that represents the type of business organization: -• Fa;7.: 0 Partnership ® Corporation 0 Sole Proprietorshipt, s 0 Limited Partnership Limited Liability Corporation OLimited Liability Partnership 0 Subchapter S Corporation fid: Sign and notarize the form below,and,if necessary,complete the stockholder list below. V''... Stockholders: � d( Name: The Vanguard Group Name: (investment firm) 100 10.61% ::r4Home Address: Home Address: 100 Vanguard Blvd. t-, Malvern, PA 19355 Name: Name: Home Address: Home Address: ctril.i:. rr Name: Name: Home Address: Home Address: aye t µ, ";: Subscribed and suom before me this 21day of �O-, 7a:it/ ,�L K 20 4 (Affiant) ; (Notary Public ewz's A-nr s38ex3 NoIssIwwo)Aw ; Ken White,National Government Sales Manager ';;� ZBOZZOrO�OZ 01 A2fd10N yj, ',,.,!- OQt2fOl0�j0 31V1S (Print name&title of affiant) .,. My Commission capias:�� dW(11S W sae oi30 • i �IN��, "'r, FON THE ONES 14110 GEI1I DONE DOC#6 DISCLOSURE OF INVESTMENT ACTIVITIES IN IRAN.RUSSIA AND BELARUS N.J.S.A.52:32-57,et seq.(P.L.2012,c.25 and P.L.2021,c.4)and N.J.S.A.52:32-60.1 Pursuant to N.J.S.A. 52:32-57, et seq. (P.L. 2012, c.25 and P.L. 2021, c.4) and N.J.S.A. 52:32-60.1 any person or entity that submits a bid or proposal or otherwise proposes to enter into or renew a contract must certify that neither the person nor entity,nor any of its parents, subsidiaries,or affiliates, is identified on the New Jersey Department of the Treasury's Chapter 25 List as a person or entity engaged in investment activities in Iran,Russia or Belarus.The Chapter 25 list is found on the Division's website at https://www.state.nj.us/treasury/purchase/.Vendors/Bidders must review this list prior to completing the below certification. If the Qualified Purchasing Agent of the Atlantic County Utilities Authority finds a person or entity to be in violation of the law,he shall take action as may be appropriate and provided by law,rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages,declaring the party in default and seeking debarment or suspension of the party. CHECK THE APPROPRIATE RON I certify,pursuant to N.J.S.A.52:32-57,et seq.(P.L.2012,c.25 and P.L.2021,c.4),and N.J.S.A.52:32-60.1 that neither the Vendor/Bidder listed above nor any of its parents,subsidiaries,or affiliates is listed on the New Jersey Department of the Treasury's Chapter 25 List of entities determined to be engaged in prohibited activities in Iran,Russia or Belarus. OR ❑ I am unable to certify as above because the Vendor/Bidder and/or one or more of its parents,subsidiaries,or affiliates is listed on the New Jersey Department of the Treasury's Chapter 25 List. I will provide a detailed, accurate and precise description of the activities of the Vendor/Bidder,or one of its parents,subsidiaries or affiliates,has engaged in regarding investment activities in Iran by completing the information requested below. Entity Engaged in Investment Activities Relationship to Vendor/Bidder Description of Activities Duration of Engagement Anticipated Cessation Date Attach Additional Sheets If Necessary. CERTIFICATION I,the undersigned,certify that I am authorized to execute this certification on behalf of the Vendor,that the foregoing information and any attachments hereto,to the best of my knowledge are true and complete. I acknowledge that the ACUA is relying on the information contained herein,and that the Vendor is under a continuing obligation from the date of this certification through the completion of any contract(s)with the ACUA to notify the Qualified Purchasing Agent in writing of any changes to the information contained herein; that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification. If I do so, I will be subject to criminal prosecution under the law,and it will constitute a material breach of my agreement(s)with the ACUA,I am permitting the ACUA to declare any contract(s)resulting from this certification void and unenforceable. Ken White Printed Name of Authorized Agent Signature ofAuthorized Agent National Government Sales Manager 3/28/24 Title Date W.W.Grainger,Inc. Company Name GRAINCER,, FOR THE ONES WHO GE I!DONE DOC#7 NEW JERSEY BUSINESS REGISTRATION CERTIFICATE (N.J.S.A. 52:32-44) Offerors wishing to do business in New Jersey must submit their State Division of Revenue issued Business Registration Certificate with their proposal here. Failure to do so will disqualify the Offeror from offering products or services in New Jersey through any resulting contract. https://www.niportal.com/DOR/BusinessRegistration/ Please see Grainger's current State Division of Revenue issued Business Registration Certificate. 410 STATE OF NEW JERSEY BUSINESS REGISTRATION CERTIFICATE Taxpayer Name; W W GRAINGER.LNC Trade Name: GRAINGER Address: 100 GRAINGER PKWY LAKE FOREST, IL 60045-5202 Certificate Number: 0092081 E fectire Date: August 08, 1946 Date of Issuance: Febmarr 26,2024 For Office tse Only: 202<0226085040740 GRAINGER�. FOR THE ONES WNO GET IT DONE DOC#8 EEOAA EVIDENCE Equal Employment Opportunity/Affirmative Action Goods, Professional Services&General Service Projects JEO/AA Evidence Vendors are required to submit evidence of compliance with N.J.S.A. 10:5-31 et seq. and N.J.A.C. 17:27 in order to be considered a responsible vendor. One of the following must be included with submission: • Copy of Letter of Federal Approval • Certificate of Employee Information Report (see below) • Fully Executed Form AA302 • Fully Executed EEO-1 Report See the guidelines at: https://www.state.nj.us/treasury/contract compliance/documents/pdf/guidelines/pa.pdf for further information. I certify that my bid package includes the required evidence per the above list and State website. Name: Ken White Title: National Government Sales Manager 03-28-24 Signature: Date: Certification 4424 CERTIFICATE OF EMPLOYEE INFORMATION REPORT RENEWAL This is to certify that the contractor listed below has submitted an Employee Intormaaon Report pursuant to N.J AC 17'27-1 1 el.sea and the Stete Treasurer has apprurud said report This approval will remain n ef(eC for the Period of 15-D C-202 tp7,oj-DEC-.2029 W. W. GRAINGER, INC. t/ ��;'- • `M� " ~f 100 GRAINGER PARKWAY ` -\ ���";�- LAKE FOREST IL 60045 5201 ELIZABETH MAHER R MUOIO State Treasurer GRAINGER,, 111, FOR IME ONESWMO GET IT DONE DOC#9 MACBRIDE-PRINCIPLES `o�THE ST{T STATE OF NEW JERSEY DEPARTMENT OF THE TREASURY DIVISION OF PURCHASE AND PROPERTY 33 WEST STATE STREET,P.O.BOX 230 eye TRENTON,NEW JERSEY 08625-0230 MACBRIDE PRINCIPALS FORM BID SOLICITATION#: 240078 VENDOR/BIDDER: W.W.Grainger,Inc. VENDOR'SBIDDER'S REQUIREMENT TO PROVIDE A CERTIFICATION IN COMPLIANCE WITH THE MACBRIDE PRINCIPALS AND NORTHERN IRELAND ACT OF 1989 Pursuant to Public Law 1995, c. 134, a responsible Vendor/Bidder selected, after public bidding, by the Director of the Division of Purchase and Property,pursuant to N.J.S.A. 52:34-12, must complete the certification below by checking one of the two options listed below and signing where indicated. If a Vendor/Bidder that would otherwise be awarded a purchase, contract or agreement does not complete the certification,then the Director may determine, in accordance with applicable law and rules,that it is in the best interest of the State to award the purchase,contract or agreement to another Vendor/Bidder that has completed the certification and has submitted a bid within five (5) percent of the most advantageous bid. If the Director finds contractors to be in violation of the principals that are the subject of this law, he/she shall take such action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debarment or suspension of the party. I, the undersigned, on behalf the Vendor/Bidder, certify pursuant to N.J.S.A. 52:34-12.2 that: ❑ CHECK THE APPROPRIATE BON The Vendor/Bidder has no business operations in Northern Ireland; or ❑X OR The Vendor/Bidder will take lawful steps in good faith to conduct any business operations it has in Northern Ireland in accordance with the MacBride principals of nondiscrimination in employment as set forth in section 2 of P.L. 1987, c. 177 (N.J.S.A. 52:18A-89.5)and in conformance with the United Kingdom's Fair Employment(Northern Ireland) Act of 1989,and permit independent monitoring of its compliance with those principals. CERTIFICATION I,the undersigned,certify that I am authorized to execute this certification on behalf of the Vendor/Bidder,that the foregoing information and any attachments hereto, to the best of my knowledge are true and complete. I acknowledge that the State of New Jersey is relying on the information contained herein, and that the Vendor/Bidder is under a continuing obligation from the date of this certification through the completion of any contract(s) with the State to notify the State in writing of any changes to the information contained herein; that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification. If I do so,I will be subject to criminal prosecution under the law,and it will constitute a material breach of my agreement(s) with the State, permitting the State to declare any contract(s) resulting from this certification to be void and unenforceable. 03-28-24 Signature Date Version June 28,2023 GRAIN. 11111 FOR THE ONES WHO GET Ii DONE Ken White,National Government Sales Manager Print Name and Title Exhibit H Advertising Compliance Requirement Pursuant to certain state notice provisions,including but not limited to Oregon Revised Statutes Chapter 279A.210,Chapter 279A.220,and other related provisions,the following public agencies and political subdivisions of the referenced public agencies are eligible to register with OMNIA Partners 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 Commonwealth 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 Carolina State of Texas State of Arkansas State of Indiana State of Mississippi State of North Dakota State of Utah State of California State of Iowa State of Missouri State of Ohio State of Vermont State of Colorado State of Kansas State of Montana State of Oklahoma Commonwealth of Virginia State of Connecticut Commonwealth of State of Nebraska State of Oregon State of Washington Kentucky State of Delaware State of Louisiana State of Nevada Commonwealth of State of West Pennsylvania Virginia State of Florida State of Maine State of New Hampshire State of Rhode Island State of Wisconsin State of Georgia State of Maryland State of New Jersey State of South Carolina State of Wyoming District of Columbia U.S.Territories Lists of political subdivisions and local governments in the above referenced states/districts,and territories may be found at http://www.usa.gov/state-governments and https://www.usa.gov/local-governments. Certain Public Agencies and Political Subdivisions: GRAINGER, III„ FOR THE ONES WHO GET IT DONE CITIES.TOWNS.VILLAGES AND BOROUGHS BIG WATER,UT BLANDING,UT INCLUDING BUT NOT LIMITED TO: BLUFFDALE,UT BOULDER,UT BAKER CITY GOLF COURSE,OR CITY OF ADAIR CITY OF BOUNTIFUL,UT BRIAN HEAD,UT VILLAGE,OR CITY OF ASHLAND,OR BRIGHAM CITY CORPORATION,UT BRYCE CANYON CITY,UT CITY OF AUMSVILLE,OR CITY OF AURORA,OR CANNONVILLE,UT CITY OF BAKER,OR CASTLE DALE,UT CASTLE VALLEY,UT CITY CITY OF BATON ROUGE,LA CITY OF OF CEDAR CITY,UT CEDAR FORT,UT BEAVERTON,OR CITY OF BEND,OR CITY OF CEDAR HILLS,UT CENTERFIELD,UT CITY OF BOARDMAN,OR CITY OF BONANAZA, CENTERVILLE CITY CORPORATION,UT CENTRAL VALLEY, OR CITY OF BOSSIER CITY,LA CITY OF UT BROOKINGS,OR CITY OF BURNS,OR CHARLESTON,UT CIRCLEVILLE,UT CITY OF CANBY,OR CLARKSTON,UT CLAWSON,UT CITY OF CANYONVILLE,OR CITY OF CLEARFIELD,UT CLEVELAND,UT CLATSKANIE,OR CITY OF COBURG,OR CLINTON CITY CORPORATION,UT COALVILLE,UT CITY OF CONDON,OR CITY OF COQUILLE,OR CORINNE,UT CORNISH,UT CITY OF CORVALLI,OR COTTONWOOD HEIGHTS,UT DANIEL,UT CITY OF CORVALLIS PARKS AND RECREATION DELTA,UT DEPARTMENT,OR DEWEYVILLE,UT DRAPER CITY,UT DUCHESNE,UT CITY OF COTTAGE GROVE,OR CITY OF DONALD, EAGLE MOUNTAIN,UT EAST CARBON,UT ELK RIDGE,UT OR ELMO,UT ELSINORE,UT ELWOOD,UT EMERY,UT ENOCH, CITY OF EUGENE,OR UT ENTERPRISE,UT EPHRAIM,UT ESCALANTE,UT CITY OF FOREST GROVE,OR EUREKA,UT FAIRFIELD,UT FAIRVIEW,UT FARMINGTON, CITY OF GOLD HILL,OR CITY OF GRANTS PASS,OR UT FARR WEST,UT FAYETTE,UT FERRON,UT FIELDING, CITY OF GRESHAM,OR CITY OF HILLSBORO,OR UT FILLMORE,UT CITY OF INDEPENDENCE,OR FOUNTAIN GREEN,UT FRANCIS,UT CITY AND COUNTY OF HONOLULU,HI CITY OF FRUIT HEIGHTS,UT GARDEN CITY,UT GARLAND,UT KENNER,LA GENOLA,UT GLENDALE,UT GLENWOOD,UT GOSHEN,UT CITY OF LA GRANDE,OR CITY OF LAFAYETTE,LA GRANTSVILLE,UT GREEN RIVER,UT GUNNISON,UT CITY OF LAKE CHARLES,OR CITY OF LEBANON, HANKSVILLE,UT HARRISVILLE,UT HATCH,UT OR HEBER CITY CORPORATION,UT HELPER,UT CITY OF MCMINNVILLE,OR CITY OF MEDFORD, HENEFER,UT HENRIEVILLE,UT HERRIMAN,UT OR CITY OF METAIRIE,LA CITY OF MILL CITY, HIDEOUT,UT HIGHLAND,UT HILDALE,UT OR CITY OF MILWAUKIE,OR CITY OF MONROE, HINCKLEY,UT HOLDEN,UT HOLLADAY,UT HONEYVILLE,UT HOOPER,UT HOWELL,UT LA CITY OF MOSIER,OR HUNTINGTON,UT HUNTSVILLE,UT CITY OF NEW ORLEANS,LA CITY OF NORTH CITY OF HURRICANE,UT HYDE PARK,UT PLAINS,OR CITY OF OREGON CITY,OR CITY OF HYRUM,UT INDEPENDENCE,UT IVINS,UT PILOT ROCK,OR CITY OF PORTLAND,OR CITY JOSEPH,UT JUNCTION,UT KAMAS,UT KANAB, OF POWERS,OR UT KANARRAVILLE,UT KANOSH,UT KAYSVILLE,UT CITY OF PRINEVILLE,OR CITY OF REDMOND,OR KINGSTON,UT CITY OF REEDSPORT,OR CITY OF RIDDLE,OR CITY OF ROGUE RIVER,OR KOOSHAREM,UT LAKETOWN,UT LA CITY OF ROSEBURG,OR CITY OF SALEM,OR VERKIN,UT LAYTON,UT LEAMINGTON,UT CITY OF SANDY,OR CITY OF SCAPPOOSE,OR LEEDS,UT CITY OF SHADY COVE,OR CITY OF SHERWOOD, LEHI CITY CORPORATION,UT LEVAN,UT OR CITY OF SHREVEPORT,LA CITY OF LEWISTON,UT LINDON,UT LOA,UT SILVERTON,OR CITY OF SPRINGFIELD,OR CITY LOGAN CITY,UT LYMAN,UT LYNNDYL,UT OF ST.HELENS,OR CITY OF ST.PAUL,OR CITY MANILA,UT MANTI,UT MANTUA,UT MAPLETON,UT OF SULPHUR,LA CITY OF TIGARD,OR MARRIOTT-SLATERVILLE,UT MARYSVALE,UT CITY OF TROUTDALE,OR CITY OF TUALATIN,OR HAYFIELD,UT MEADOW,UT MENDON, CITY OF WALKER,LA CITY OF WARRENTON,OR U.I CITY OF WEST LINN,OR CITY OF WILSONVILLE, MIDVALE CITY INC.,UT MIDWAY,UT OR CITY OF WINSTON,OR CITY OF WOODBURN, MILFORD,UT MILLVILLE,UT MINERSVILLE,UT MOAB,UT OR MONA,UT MONROE,UT LEAGUE OF OREGON CITES CITY OF MONTICELLO,UT MORGAN,UT THE CITY OF HAPPY VALLEY OREGON ALPINE,UT MORONI,UT ALTA,UT ALTAMONT,UT MOUNT PLEASANT,UT ALTON,UT AMALGA,UT MURRAY CITY CORPORATION,UT MYTON,UT AMERICAN FORK CITY,UT NAPLES,UT NEPHI,UT ANNABELLA,UT ANTIMONY,UT NEW HARMONY,UT NEWTON,UT NIBLEY,UT APPLE VALLEY,UT AURORA,UT NORTH LOGAN,UT NORTH OGDEN,UT BALLARD,UT NORTH SALT LAKE CITY,UT OAK CITY,UT BEAR RIVER CITY,UT BEAVER,UT OAKLEY,UT BICKNELL,UT OGDEN CITY CORPORATION,UT OPHIR,UT GRAINGER. "",FOR THE ONES WNO GET R DONE ORANGEVILLE,UT ORDERVILLE,UT OREM,UT EAST BATON ROUGE PARISH,LA GILLIAM PANGUITCH,UT PARADISE,UT PARAGONAH,UT COUNTY,OR PARK CITY,UT PAROWAN,UT PAYSON,UT GRANT COUNTY,OR HARNEY PERRY,UT COUNTY,OR PLAIN CITY,UT HARNEY COUNTY SHERIFFS OFFICE,OR HAWAII PLEASANT GROVE CITY,UT PLEASANT VIEW,UT COUNTY,HI PLYMOUTH,UT HOOD RIVER COUNTY,OR JACKSON PORTAGE,UT PRICE,UT PROVIDENCE,UT PROVO, COUNTY,OR JEFFERSON COUNTY, UT OR JEFFERSON PARISH,LA RANDOLPH,UT REDMOND,UT RICHFIELD,UT JOSEPHINE COUNTY GOVERNMENT,OR LAFAYETTE RICHMOND,UT RIVERDALE,UT RIVER HEIGHTS, CONSOLIDATED GOVERNMENT,LA LAFAYETTE PARISH,LA UT RIVERTON CITY,UT ROCKVILLE,UT ROCKY LAFAYETTE PARISH CONVENTION&VISITORS COMMISSION RIDGE,UT LAFOURCHE PARISH,LA KAUAI ROOSEVELT CITY CORPORATION,UT ROY,UT COUNTY,HI KLAMATH COUNTY, RUSH VALLEY,UT OR LAKE COUNTY,OR LANE CITY OF ST.GEORGE,UT SALEM,UT COUNTY,OR LINCOLN COUNTY, SALINA,UT OR LINN COUNTY,OR SALT LAKE CITY CORPORATION,UT SANDY,UT LIVINGSTON PARISH,LA SANTA CLARA,UT SANTAQUIN,UT SARATOGA MALHEUR COUNTY,OR MAUI SPRINGS,UT SCIPIO,UT COUNTY,HI SCOFIELD,UT SIGURD,UT SMITHFIELD,UT MARION COUNTY,SALEM,OR MORROW SNOWVILLE,UT COUNTY,OR MULTNOMAH COUNTY,OR CITY OF SOUTH JORDAN,UT SOUTH OGDEN,UT MULTNOMAH COUNTY BUSINESS AND CITY OF SOUTH SALT LAKE,UT SOUTH WEBER, COMMUNITY SERVICES,OR UT MULTNOMAH COUNTY SHERIFFS OFFICE,OR MULTNOMAH SPANISH FORK,UT SPRING CITY,UT LAW LIBRARY,OR SPRINGDALE,UT SPRINGVILLE,UT STERLING,UT ORLEANS PARISH,LA STOCKTON,UT SUNNYSIDE,UT SUNSET CITY PLAQUEMINES PARISH,LA FOLK CORP,UT SYRACUSE,UT TABIONA,UT COUNTY,OR RAPIDES PARISH,LA CITY OF TAYLORSVILLE,UT TOOELE CITY SAINT CHARLES PARISH,LA CORPORATION,UT TOQUERVILLE,UT SAINT CHARLES PARISH PUBLIC SCHOOLS,LA SAINT TORREY,UT TREMONTON CITY,UT TRENTON,UT LANDRY PARISH,LA TROPIC,UT UINTAH,UT VERNAL CITY,UT SAINT TAMMANY PARISH,LA SHERMAN VERNON,UT VINEYARD,UT VIRGIN,UT WALES, COUNTY,OR TERREBONNE PARISH,LA UT WALLSBURG,UT TILLAMOOK COUNTY,OR WASHINGTON CITY UT WASHINGTON TERRACE, TILLAMOOK COUNTY SHERIFFS OFFICE,OR TILLAMOOK COUNTY GENERAL HOSPITAL,OR UT WELLINGTON,UT WELLSVILLE,UT WENDOVER,UT UMATILLA COUNTY,OR UNION COUNTY,OR WALLOWA WEST BOUNTIFUL,UT WEST HAVEN,UT WEST COUNTY,OR WASCO COUNTY,OR WASHINGTON COUNTY,OR JORDAN,UT WEST POINT,UT WEST BATON ROUGE PARISH,LA WHEELER COUNTY,OR WEST VALLEY CITY,UT WILLARD,UT YAMHILL COUNTY,OR WOODLAND HILLS,UT WOODRUFF,UT COUNTY OF BOX ELDER,UT COUNTY OF CACHE,UT COUNTY WOODS CROSS,UT OF RICH,UT COUNTY OF WEBER,UT COUNTY OF MORGAN, UT COUNTY OF DAVIS,UT COUNTY OF SUMMIT,UT COUNTY COUNTIES AND PARISHES INCLUDING BUT NOT OF DAGGETT,UT COUNTY OF SALT LAKE,UT COUNTY OF LIMITED TO: TOOELE,UT COUNTY OF UTAH,UT COUNTY OF WASATCH,UT ASCENSION PARISH,LA COUNTY OF DUCHESNE,UT COUNTY OF UINTAH,UT COUNTY ASCENSION PARISH,LA,CLEAR OF COURT OF CARBON,UT COUNTY OF SANPETE,UT COUNTY OF JUAB, CADDO PARISH,LA UT COUNTY OF MILLARD,UT COUNTY OF SEVIER,UT CALCASIEU PARISH,LA COUNTY OF EMERY,UT COUNTY OF GRAND,UT COUNTY OF CALCASIEU PARISH SHERIFF'S OFFICE,LA BEVER,UT COUNTY OF PIUTE,UT COUNTY OF WAYNE,UT CITY AND COUNTY OF HONOLULU,HI COUNTY OF SAN JUAN,UT COUNTY OF GARFIELD,UT CLACKAMAS COUNTY,OR COUNTY OF KANE,UT COUNTY OF IRON,UT COUNTY OF CLACKAMAS COUNTY DEPT OF TRANSPORTATION, WASHINGTON,UT OR CLATSOP COUNTY,OR OTHER AGENCIES INCLUDING ASSOCIATIONS,BOARDS. COLUMBIA COUNTY,OR DISTRICTS.COMMISSIONS.COUNCILS,PUBLIC COOS COUNTY,OR CORPORATIONS.PUBLIC DEVELOPMENT AUTHORITIES. COOS COUNTY HIGHWAY DEPARTMENT,OR RESERVATIONS AND UTILITIES INCLUDING BUT NOT COUNTY OF HAWAII,OR LIMITED TO:, CROOK COUNTY,OR ADAIR R.F.P.D.,OR CROOK COUNTY ROAD DEPARTMENT,OR ADEL WATER IMPROVEMENT DISTRICT,OR CURRY COUNTY,OR ADRIAN R.F.P.D.,OR DESCHUTES COUNTY,OR AGNESS COMMUNITY LIBRARY,OR DOUGLAS COUNTY,OR AGNESS-ILLAHE R.F.P.D.,OR GRAINGER "", FOR THE ONESWNO GET IT DONE AGRICULTURE EDUCATION SERVICE SERVICES,OR EXTENSION DISTRICT,OR BLACK BUTTE RANCH R.F.P.D.,OR BLACK ALDER CREEK-BARLOW WATER MOUNTAIN WATER DISTRICT,OR BLODGETT- DISTRICT NO.29,OR SUMMIT R.F.P.D.,OR ALFALFA FIRE BLUE MOUNTAIN HOSPITAL DISTRICT,OR BLUE DISTRICT,OR ALSEA MOUNTAIN TRANSLATOR DISTRICT,OR R.F.P.D.,OR BLUE RIVER PARK&RECREATION DISTRICT,OR BLUE RIVER ALSEA RIVIERA WATER IMPROVEMENT WATER DISTRICT,OR DISTRICT,OR BLY R.F.P.D.,OR AMITY FIRE DISTRICT,OR BLY VECTOR CONTROL DISTRICT,OR ANTELOPE MEADOWS SPECIAL ROAD BLY WATER AND SANITARY DISTRICT,OR BOARDMAN DISTRICT, OR APPLE ROGUE DISTRICT CEMETERY MAINTENANCE DISTRICT,OR IMPROVEMENT COMPANY,OR BOARDMAN PARK AND RECREATION DISTRICT BOARDMAN APPLEGATE VALLEY R.F.P.D.#9,OR R.F.P.D.,OR ARCH CAPE DOMESTIC WATER SUPPLY BONANZA BIG SPRINGS PARK&RECREATION DISTRICT,OR DISTRICT,OR BONANZA MEMORIAL PARK CEMETERY DISTRICT,OR ARCH CAPE SANITARY DISTRICT, BONANZA R.F.P.D.,OR OR ARNOLD IRRIGATION BONANZA-LANGELL VALLEY VECTOR CONTROL DISTRICT, DISTRICT,OR OR ASH CREEK WATER CONTROL DISTRICT, BORING WATER DISTRICT#24,OR OR ATHENA CEMETERY MAINTENANCE BOULDER CREEK RETREAT SPECIAL ROAD DISTRICT,OR DISTRICT,OR AUMSVILLE R.F.P.D.,OR BRIDGE R.F.P.D.,OR AURORA R.F.P.D.,OR BROOKS COMMUNITY SERVICE DISTRICT,OR AZALEA R.F.P.D.,OR BROWNSVILLE R.F.P.D.,OR BADGER IMPROVEMENT DISTRICT,OR BUELL-RED PRAIRIE WATER DISTRICT,OR BAILEY-SPENCER R.F.P.D.,OR BUNKER HILL R.F.P.D.#1,OR BAKER COUNTY LIBRARY DISTRICT,OR BUNKER HILL SANITARY DISTRICT,OR BAKER R.F.P.D.,OR BURLINGTON WATER DISTRICT,OR BAKER RIVERTON ROAD DISTRICT,OR BURNT RIVER IRRIGATION DISTRICT,OR BAKER VALLEY IRRIGATION DISTRICT,OR BURNT RIVER S.W.C.D.,OR BAKER VALLEY S.W.C.D.,OR CALAPOOIA R.F.P.D.,OR BAKER VALLEY VECTOR CONTROL DISTRICT,OR CAMAS VALLEY R.F.P.D.,OR BANDON CRANBERRY WATER CONTROL DISTRICT, CAMELLIA PARK SANITARY DISTRICT,OR OR CAMMANN ROAD DISTRICT,OR BANDON R.F.P.D.,OR CAMP SHERMAN ROAD DISTRICT,OR BANKS FIRE DISTRICT,OR CANBY AREA TRANSIT,OR BANKS FIRE DISTRICT#13,OR CANBY R.F.P.D.#62,OR BAR L RANCH ROAD DISTRICT,OR CANBY UTILITY BOARD,OR BARLOW WATER IMPROVEMENT DISTRICT,OR CANNON BEACH R.F.P.D.,OR BASIN AMBULANCE SERVICE DISTRICT,OR CANYONVILLE SOUTH UMPQUA FIRE DISTRICT,OR BASIN TRANSIT SERVICE TRANSPORTATION CAPE FERRELO R.F.P.D.,OR DISTRICT,OR CAPE FOULWEATHER SANITARY DISTRICT,OR BATON ROUGE WATER COMPANY CARLSON PRIMROSE SPECIAL ROAD DISTRICT,OR BAY AREA HEALTH DISTRICT,OR CARMEL BEACH WATER DISTRICT,OR BAYSHORE SPECIAL ROAD DISTRICT,OR CASCADE VIEW ESTATES TRACT 2,OR BEAR VALLEY SPECIAL ROAD DISTRICT,OR CEDAR CREST SPECIAL ROAD DISTRICT,OR BEAVER CREEK WATER CONTROL DISTRICT,OR CEDAR TRAILS SPECIAL ROAD DISTRICT,OR BEAVER DRAINAGE IMPROVEMENT COMPANY, CEDAR VALLEY-NORTH BANK R.F.P.D.,OR INC.,OR CENTRAL CASCADES FIRE AND EMS,OR BEAVER SLOUGH DRAINAGE DISTRICT,OR CENTRAL CITY ECONOMIC OPPORTUNITY CORP,LA BEAVER SPECIAL ROAD DISTRICT,OR CENTRAL LINCOLN P.U.D.,OR BEAVER WATER DISTRICT,OR CENTRAL OREGON COAST FIRE&RESCUE BELLE MER S.I.G.L.TRACTS SPECIAL ROAD DISTRICT,OR DISTRICT,OR CENTRAL OREGON INTERGOVERNMENTAL BEND METRO PARK AND RECREATION DISTRICT COUNCIL BENTON S.W.C.D.,OR CENTRAL OREGON IRRIGATION DISTRICT,OR BERNDT SUBDIVISION WATER IMPROVEMENT CHAPARRAL WATER CONTROL DISTRICT,OR DISTRICT,OR CHARLESTON FIRE DISTRICT,OR BEVERLY BEACH WATER DISTRICT,OR CHARLESTON SANITARY DISTRICT,OR BIENVILLE PARISH FIRE PROTECTION DISTRICT 6, CHARLOTTE ANN WATER DISTRICT,OR LA CHEHALEM PARK&RECREATION DISTRICT,OR BIG BEND IRRIGATION DISTRICT,OR CHEHALEM PARK AND RECREATION DISTRICT BIGGS SERVICE DISTRICT,OR CHEMULT R.F.P.D.,OR BLACK BUTTE RANCH DEPARTMENT OF POLICE CHENOWITH WATER P.U.D.,OR GRAINGER 11111 FOR THE ONES WHO GET IT DONE CHERRIOTS,OR CORBETT WATER DISTRICT,OR CHETCO COMMUNITY PUBLIC LIBRARY CORNELIUS R.F.P.D.,OR DISTRICT,OR CORP RANCH ROAD WATER IMPROVEMENT,OR CHILOQUIN VECTOR CONTROL CORVALLIS R.F.P.D.,OR DISTRICT,OR CHILOQUIN-AGENCY COUNTRY CLUB ESTATES SPECIAL WATER DISTRICT,OR LAKE R.F.P.D.,OR CHINOOK DRIVE COUNTRY CLUB WATER DISTRICT,OR COUNTRY SPECIAL ROAD DISTRICT,OR CHR ESTATES ROAD DISTRICT,OR DISTRICT IMPROVEMENT COVE CEMETERY MAINTENANCE DISTRICT, OR COVE COMPANY,OR ORCHARD SEWER SERVICE DISTRICT,OR COVE R.F.P.D., CHRISTMAS VALLEY DOMESTIC WATER OR DISTRICT,OR CRESCENT R.F.P.D.,OR CHRISTMAS VALLEY PARK& CRESCENT SANITARY DISTRICT,OR RECREATION DISTRICT,OR CRESCENT WATER SUPPLY AND IMPROVEMENT DISTRICT, CHRISTMAS VALLEY R.F.P.D.,OR OR CITY OF BOGALUSA SCHOOL BOARD,LA CROOK COUNTY AGRICULTURE EXTENSION SERVICE CLACKAMAS COUNTY FIRE DISTRICT#1, DISTRICT,OR OR CLACKAMAS COUNTY SERVICE CROOK COUNTY CEMETERY DISTRICT,OR CROOK DISTRICT#1,OR CLACKAMAS COUNTY COUNTY FIRE AND RESCUE,OR VECTOR CONTROL DISTRICT,OR CROOK COUNTY PARKS&RECREATION DISTRICT,OR CLACKAMAS RIVER WATER CROOK COUNTY S.W.C.D.,OR CLACKAMAS RIVER WATER, CROOK COUNTY VECTOR CONTROL DISTRICT,OR CROOKED OR CLACKAMAS S.W.C.D.,OR RIVER RANCH R.F.P.D.,OR CLATSKANIE DRAINAGE CROOKED RIVER RANCH SPECIAL ROAD DISTRICT,OR IMPROVEMENT COMPANY,OR CRYSTAL SPRINGS WATER DISTRICT,OR CLATSKANIE LIBRARY DISTRICT,OR CURRY COUNTY 4-H&EXTENSION SERVICE CLATSKANIE P.U.D.,OR DISTRICT,OR CLATSKANIE PARK&RECREATION DISTRICT, CURRY COUNTY PUBLIC TRANSIT SERVICE OR CLATSKANIE PEOPLE'S UTILITY DISTRICT DISTRICT,OR CLATSKANIE R.F.P.D.,OR CURRY COUNTY S.W.C.D.,OR CLATSOP CARE CENTER HEALTH DISTRICT,OR CURRY HEALTH DISTRICT,OR CLATSOP COUNTY S.W.C.D.,OR CURRY PUBLIC LIBRARY DISTRICT,OR CLATSOP DRAINAGE IMPROVEMENT COMPANY DALLAS CEMETERY DISTRICT#4,OR DARLEY #15,INC.,OR DRIVE SPECIAL ROAD DISTRICT,OR CLEAN WATER SERVICES DAVID CROCKETT STEAM FIRE COMPANY#1,LA DAYS CLEAN WATER SERVICES,OR CREEK R.F.P.D.,OR CLOVERDALE R.F.P.D.,OR DAYTON FIRE DISTRICT,OR CLOVERDALE SANITARY DISTRICT,OR DEAN MINARD WATER DISTRICT,OR DEE CLOVERDALE WATER DISTRICT,OR IRRIGATION DISTRICT,OR COALEDO DRAINAGE DISTRICT,OR DEER ISLAND DRAINAGE IMPROVEMENT COBURG FIRE DISTRICT,OR COMPANY,OR COLESTIN RURAL FIRE DISTRICT,OR DELL BROGAN CEMETERY MAINTENANCE DISTRICT, COLTON R.F.P.D.,OR OR COLTON WATER DISTRICT#11,OR DEPOE BAY R.F.P.D.,OR COLUMBIA 911 COMMUNICATIONS DISTRICT,OR DESCHUTES COUNTY 911 SERVICE DISTRICT,OR COLUMBIA COUNTY 4-H&EXTENSION SERVICE DESCHUTES COUNTY R.F.P.D.#2,OR DESCHUTES DISTRICT,OR PUBLIC LIBRARY DISTRICT,OR DESCHUTES COLUMBIA DRAINAGE VECTOR CONTROL,OR S.W.C.D.,OR COLUMBIA IMPROVEMENT DISTRICT,OR DESCHUTES VALLEY WATER DISTRICT,OR COLUMBIA R.F.P.D.,OR DEVILS LAKE WATER IMPROVEMENT DISTRICT,OR COLUMBIA RIVER FIRE&RESCUE, DEXTER R.F.P.D.,OR OR COLUMBIA RIVER PUD,OR DEXTER SANITARY DISTRICT,OR COLUMBIA S.W.C.D.,OR DORA-SITKUM R.F.P.D.,OR COLUMBIA S.W.C.D.,OR DOUGLAS COUNTY FIRE DISTRICT#2,OR CONFEDERATED TRIBES OF THE UMATILLA DOUGLAS S.W.C.D.,OR INDIAN RESERVATION DRAKES CROSSING R.F.P.D.,OR COOS COUNTY AIRPORT DISTRICT,OR DRRH SPECIAL ROAD DISTRICT#6,OR COOS COUNTY AIRPORT DISTRICT,OR DRY GULCH DITCH DISTRICT IMPROVEMENT COOS COUNTY AREA TRANSIT SERVICE DISTRICT, COMPANY,OR OR DUFUR RECREATION DISTRICT,OR COOS COUNTY AREA TRANSIT SERVICE DISTRICT, DUMBECK LANE DOMESTIC WATER SUPPLY,OR OR DUNDEE R.F.P.D.,OR COOS FOREST PROTECTIVE ASSOCIATION DURKEE COMMUNITY BUILDING PRESERVATION COOS S.W.C.D.,OR DISTRICT,OR COQUILLE R.F.P.D.,OR EAGLE POINT IRRIGATION DISTRICT,OR COQUILLE VALLEY HOSPITAL DISTRICT,OR EAGLE VALLEY CEMETERY MAINTENANCE GRAINGER, '1 I„FOR THE ONES WHO GET IT GONE DISTRICT,OR GLIDE-IDLEYLD SANITARY DISTRICT,OR GLIDE EAGLE VALLEY R.F.P.D., R.F.P.D.,OR OR EAGLE VALLEY GOLD BEACH-WEDDERBURN R.F.P.D.,OR GOLD S.W.C.D.,OR HILL IRRIGATION DISTRICT,OR GOLDFINCH ROAD EAST FORK IRRIGATION DISTRICT,OR DISTRICT,OR EAST GOSHEN R.F.P.D.,OR MULTNOMAH S.W.C.D.,OR GOVERNMENT CAMP ROAD DISTRICT,OR GOVERNMENT EAST SALEM SERVICE CAMP SANITARY DISTRICT,OR GRAND PRAIRIE WATER DISTRICT,OR CONTROL DISTRICT,OR GRAND RONDE SANITARY EAST UMATILLA CHEMICAL CONTROL DISTRICT,OR DISTRICT,OR GRANT COUNTY TRANSPORTATION DISTRICT,OR GRANT EAST UMATILLA COUNTY AMBULANCE S.W.C.D.,OR AREA HEALTH DISTRICT,OR GRANTS PASS IRRIGATION DISTRICT,OR GREATER EAST UMATILLA COUNTY BOWEN VALLEY R.F.P.D.,OR GREATER ST.HELENS R.F.P.D.,OR EAST VALLEY PARK&RECREATION DISTRICT,OR WATER DISTRICT,OR GREATER TOLEDO POOL RECREATION DISTRICT,OR ELGIN COMMUNITY PARKS&RECREATION GREEN KNOLLS SPECIAL ROAD DISTRICT,OR GREEN DISTRICT,OR SANITARY DISTRICT,OR GREENACRES R.F.P.D.,OR ELGIN HEALTH GREENBERRY IRRIGATION DISTRICT,OR DISTRICT,OR ELGIN GREENSPRINGS RURAL FIRE DISTRICT,OR HAHLEN R.F.P.D.,OR ROAD SPECIAL DISTRICT,OR ELKTON ESTATES PHASE II SPECIAL ROAD HAINES CEMETERY MAINTENANCE DISTRICT,OR HAINES DISTRICT,OR FIRE PROTECTION DISTRICT,OR ELKTON HALSEY-SHEDD R.F.P.D.,OR HAMLET R.F.P.D.,OR R.F.P.D.,OR HARBOR R.F.P.D.,OR EMERALD HARBOR SANITARY DISTRICT,OR HARBOR WATER P.U.D.,OR P.U.D.,OR ENTERPRISE IRRIGATION DISTRICT,OR HARNEY COUNTY HEALTH DISTRICT,OR HARNEY ESTACADA CEMETERY MAINTENANCE S.W.C.D.,OR DISTRICT,OR HARPER SOUTH SIDE IRRIGATION DISTRICT,OR ESTACADA R.F.P.D.#69, HARRISBURG FIRE AND RESCUE,OR OR EUGENE R.F.P.D.#1, HAUSER R.F.P.D.,OR OR HAZELDELL RURAL FIRE DISTRICT,OR EUGENE WATER AND ELECTRIC BOARD HEBO JOINT WATER-SANITARY AUTHORITY,OR EVANS VALLEY FIRE DISTRICT#6,OR HECETA WATER P.U.D.,OR FAIR OAKS R.F.P.D.,OR HELIX CEMETERY MAINTENANCE DISTRICT#4,OR FAIRVIEW R.F.P.D.,OR HELIX PARK&RECREATION DISTRICT,OR FAIRVIEW WATER DISTRICT,OR HELIX R.F.P.D.#7-411,OR FALCON HEIGHTS WATER AND SEWER,OR HEPPNER CEMETERY MAINTENANCE DISTRICT,OR FALCON-COVE BEACH WATER DISTRICT,OR HEPPNER R.F.P.D.,OR FALL RIVER ESTATES SPECIAL ROAD DISTRICT,OR HEPPNER WATER CONTROL DISTRICT,OR FARGO INTERCHANGE SERVICE DISTRICT,OR HEREFORD COMMUNITY HALL RECREATION FARMERS IRRIGATION DISTRICT,OR DISTRICT,OR FAT ELK DRAINAGE DISTRICT,OR HERMISTON CEMETERY DISTRICT,OR FERN RIDGE PUBLIC LIBRARY DISTRICT,OR HERMISTON IRRIGATION DISTRICT,OR FERN VALLEY ESTATES IMPROVEMENT DISTRICT, HIDDEN VALLEY MOBILE ESTATES IMPROVEMENT OR DISTRICT,OR FOR FAR ROAD DISTRICT,OR HIGH DESERT PARK&RECREATION DISTRICT,OR FOREST GROVE R.F.P.D.,OR HIGHLAND SUBDIVISION WATER DISTRICT,OR FOREST VIEW SPECIAL ROAD DISTRICT,OR HONOLULU INTERNATIONAL AIRPORT FORT ROCK-SILVER LAKE S.W.C.D.,OR HOOD RIVER COUNTY LIBRARY DISTRICT,OR FOUR RIVERS VECTOR CONTROL DISTRICT,OR HOOD RIVER COUNTY TRANSPORTATION DISTRICT, FOX CEMETERY MAINTENANCE DISTRICT,OR OR GARDINER R.F.P.D.,OR HOOD RIVER S.W.C.D.,OR GARDINER SANITARY DISTRICT,OR HOOD RIVER VALLEY PARKS&RECREATION GARIBALDI R.F.P.D.,OR DISTRICT,OR GASTON R.F.P.D.,OR HOODLAND FIRE DISTRICT#74 GATES R.F.P.D.,OR HOODLAND FIRE DISTRICT#74,OR GEARHART R.F.P.D.,OR HORSEFLY IRRIGATION DISTRICT,OR GILLIAM S.W.C.D.,OR HOSKINS-KINGS VALLEY R.F.P.D.,OR GLENDALE AMBULANCE DISTRICT,OR HOUSING AUTHORITY OF PORTLAND GLENDALE R.F.P.D.,OR HUBBARD R.F.P.D.,OR GLENEDEN BEACH SPECIAL ROAD DISTRICT,OR HUDSON BAY DISTRICT IMPROVEMENT COMPANY, GLENEDEN SANITARY DISTRICT,OR OR GLENWOOD WATER DISTRICT,OR I N(KAY)YOUNG DITCH DISTRICT IMPROVEMENT GRAINGER, „I„ FOR THE ONES WNO GET IT DONE COMPANY,OR KENO R.F.P.D.,OR ICE FOUNTAIN WATER DISTRICT, KENT WATER DISTRICT,OR KERBY OR IDAHO POINT SPECIAL ROAD WATER DISTRICT,OR K-GB-LB WATER DISTRICT,OR DISTRICT,OR KILCHIS WATER IDANHA-DETROIT RURAL FIRE DISTRICT,OR PROTECTION DISTRICT,OR KLAMATH 9-1-1 COMMUNICATIONS DISTRICT,OR KLAMATH ILLINOIS VALLEY FIRE BASIN IMPROVEMENT DISTRICT,OR KLAMATH COUNTY DISTRICT ILLINOIS DRAINAGE SERVICE DISTRICT,OR VALLEY R.F.P.D.,OR KLAMATH COUNTY EXTENSION SERVICE DISTRICT,OR ILLINOIS VALLEY KLAMATH COUNTY FIRE DISTRICT#1,OR KLAMATH S.W.C.D.,OR IMBLER COUNTY FIRE DISTRICT#3,OR KLAMATH COUNTY FIRE R.F.P.D.,OR DISTRICT#4,OR KLAMATH COUNTY FIRE DISTRICT#5,OR INTERLACHEN WATER KLAMATH COUNTY LIBRARY SERVICE DISTRICT,OR P.U.D.,OR IONE KLAMATH COUNTY PREDATORY ANIMAL CONTROL LIBRARY DISTRICT,OR DISTRICT,OR IONE R.F.P.D.#6-604,OR KLAMATH DRAINAGE DISTRICT,OR IRONSIDE CEMETERY MAINTENANCE DISTRICT, KLAMATH FALLS FOREST ESTATES SPECIAL ROAD DISTRICT OR IRONSIDE RURAL ROAD DISTRICT#5,OR UNIT#2,OR IRRIGON PARK&RECREATION DISTRICT, KLAMATH INTEROPERABILITY RADIO GROUP,OR KLAMATH OR IRRIGON R.F.P.D.,OR IRRIGATION DISTRICT,OR ISLAND CITY AREA SANITATION KLAMATH RIVER ACRES SPECIAL ROAD DISTRICT,OR DISTRICT,OR ISLAND CITY CEMETERY KLAMATH S.W.C.D.,OR MAINTENANCE DISTRICT,OR KLAMATH VECTOR CONTROL DISTRICT,OR JACK PINE VILLAGE SPECIAL ROAD KNAPPA-SVENSEN-BURNSIDE R.F.P.D.,OR DISTRICT,OR JACKSON COUNTY FIRE LA GRANDE CEMETERY MAINTENANCE DISTRICT,OR DISTRICT#3,OR JACKSON COUNTY LA GRANDE R.F.P.D.,OR FIRE DISTRICT#4,OR JACKSON LA PINE PARK&RECREATION DISTRICT,OR LA PINE COUNTY FIRE DISTRICT#5,OR R.F.P.D.,OR JACKSON COUNTY LIBRARY DISTRICT, LABISH VILLAGE SEWAGE&DRAINAGE,OR LACOMB OR IRRIGATION DISTRICT,OR LAFAYETTE AIRPORT JACKSON COUNTY VECTOR CONTROL COMMISSION,LA LAFOURCHE PARISH HEALTH UNIT- DISTRICT,OR JACKSON S.W.C.D.,OR DHH-OPH REGION 3 JASPER KNOLLS WATER DISTRICT,OR LAIDLAW WATER DISTRICT,OR JEFFERSON COUNTY EMERGENCY LAKE CHINOOK FIRE&RESCUE,OR MEDICAL SERVICE DISTRICT,OR LAKE COUNTY 4-H&EXTENSION SERVICE DISTRICT, JEFFERSON COUNTY FIRE DISTRICT#1,OR OR JEFFERSON COUNTY LIBRARY DISTRICT, LAKE COUNTY LIBRARY DISTRICT,OR OR JEFFERSON COUNTY S.W.C.D.,OR LAKE CREEK R.F.P.D.-JACKSON,OR LAKE JEFFERSON PARK&RECREATION DISTRICT,OR CREEK R.F.P.D.-LANE COUNTY,OR LAKE JEFFERSON R.F.P.D.,OR DISTRICT HOSPITAL,OR JOB'S DRAINAGE DISTRICT,OR LAKE GROVE R.F.P.D.NO.57,OR JOHN DAY WATER DISTRICT,OR LAKE GROVE WATER DISTRICT,OR JOHN DAY-CANYON CITY PARKS&RECREATION LAKE LABISH WATER CONTROL DISTRICT,OR DISTRICT,OR LAKE POINT SPECIAL ROAD DISTRICT,OR JOHN DAY-FERNHILL R.F.P.D.#5-108,OR LAKESIDE R.F.P.D.#4,OR JORDAN VALLEY CEMETERY DISTRICT,OR LAKESIDE WATER DISTRICT,OR JORDAN VALLEY IRRIGATION DISTRICT,OR LAKEVIEW R.F.P.D.,OR JOSEPHINE COMMUNITY LIBRARY DISTRICT, LAKEVIEW S.W.C.D.,OR OR JOSEPHINE COUNTY 4-H&EXTENSION LAMONTAI IMPROVEMENT DISTRICT,OR SERVICE DISTRICT,OR LANE FIRE AUTHORITY,OR JOSEPHINE COUNTY 911 AGENCY,OR LANE LIBRARY DISTRICT,OR LANE JUNCTION CITY R.F.P.D.,OR TRANSIT DISTRICT,OR JUNCTION CITY WATER CONTROL DISTRICT,OR LANGELL VALLEY IRRIGATION DISTRICT,OR JUNIPER BUTTE ROAD DISTRICT,OR LANGLOIS PUBLIC LIBRARY,OR JUNIPER CANYON WATER CONTROL DISTRICT,OR LANGLOIS R.F.P.D.,OR LANGLOIS JUNIPER FLAT DISTRICT IMPROVEMENT WATER DISTRICT,OR COMPANY,OR LAZY RIVER SPECIAL ROAD DISTRICT,OR JUNIPER FLAT R.F.P.D.,OR LEBANON AQUATIC DISTRICT,OR LEBANON JUNO NONPROFIT WATER IMPROVEMENT R.F.P.D.,OR DISTRICT,OR LEWIS&CLARK R.F.P.D.,OR KEATING R.F.P.D.,OR LINCOLN COUNTY LIBRARY DISTRICT,OR LINCOLN KEATING S.W.C.D.,OR S.W.C.D.,OR KEIZER R.F.P.D.,OR LINN COUNTY EMERGENCY TELEPHONE AGENCY, KELLOGG RURAL FIRE DISTRICT,OR OR KENO IRRIGATION DISTRICT,OR LINN S.W.C.D.,OR KENO PINES ROAD DISTRICT,OR GRAINGER, "", FON THE ONES WHO GET IT DONE LITTLE MUDDY CREEK WATER CONTROL, MCMINNVILLE R.F.P.D.,OR MCNULTY WATER OR LITTLE NESTUCCA DRAINAGE P.U.D.,OR MEADOWS DRAINAGE DISTRICT, DISTRICT,OR OR MEDFORD IRRIGATION DISTRICT,OR LITTLE SWITZERLAND SPECIAL ROAD MEDFORD R.F.P.D.#2,OR DISTRICT,OR LONE PINE IRRIGATION MEDFORD WATER COMMISSION MEDICAL DISTRICT,OR SPRINGS R.F.P.D.,OR MELHEUR COUNTY JAIL, LONG PRAIRIE WATER DISTRICT,OR OR LOOKINGGLASS OLALLA WATER MERLIN COMMUNITY PARK DISTRICT,OR MERRILL CONTROL DISTRICT,OR CEMETERY MAINTENANCE DISTRICT,OR MERRILL PARK LOOKINGGLASS RURAL FIRE DISTRICT, DISTRICT,OR OR LORANE R.F.P.D.,OR MERRILL R.F.P.D.,OR LOST&BOULDER DITCH IMPROVEMENT METRO REGIONAL GOVERNMENT METRO DISTRICT,OR REGIONAL PARKS LOST CREEK PARK SPECIAL ROAD METROPOLITAN EXPOSITION RECREATION COMMISSION DISTRICT,OR LOUISIANA PUBLIC METROPOLITAN SERVICE DISTRICT(METRO) SERVICE COMMISSION,LA LOUISIANA MID COUNTY CEMETERY MAINTENANCE DISTRICT,OR WATER WORKS MID-COLUMBIA FIRE AND RESCUE,OR MIDDLE FORK LOWELL R.F.P.D.,OR IRRIGATION DISTRICT,OR MIDLAND COMMUNITY LOWER MCKAY CREEK R.F.P.D., PARK,OR OR LOWER MCKAY CREEK MIDLAND DRAINAGE IMPROVEMENT DISTRICT,OR MILES WATER CONTROL DISTRICT,OR CROSSING SANITARY SEWER DISTRICT,OR MILL CITY LOWER POWDER RIVER IRRIGATION R.F.P.D.#2-303,OR DISTRICT,OR LOWER SILETZ WATER MILL FOUR DRAINAGE DISTRICT,OR DISTRICT,OR MILLICOMA RIVER PARK&RECREATION DISTRICT,OR LOWER UMPQUA HOSPITAL DISTRICT,OR MILLINGTON R.F.P.D.#5,OR LOWER UMPQUA PARK&RECREATION MILO VOLUNTEER FIRE DEPARTMENT,OR MILTON- DISTRICT,OR FREEWATER AMBULANCE SERVICE AREA HEALTH LOWER VALLEY WATER IMPROVEMENT DISTRICT,OR DISTRICT,OR MILTON-FREEWATER WATER CONTROL DISTRICT,OR LUCE LONG DITCH DISTRICT MIROCO SPECIAL ROAD DISTRICT,OR MIST- IMPROVEMENT CO.,OR BIRKENFELD R.F.P.D.,OR LUSTED WATER DISTRICT, MODOC POINT IRRIGATION DISTRICT,OR MODOC OR LYONS R.F.P.D.,OR POINT SANITARY DISTRICT,OR MOHAWK LYONS-MEHAMA WATER VALLEY R.F.P.D.,OR MOLALLA AQUATIC DISTRICT,OR MADRAS AQUATIC DISTRICT,OR MOLALLA R.F.P.D.#73,OR CENTER DISTRICT,OR MAKAI MONITOR R.F.P.D.,OR SPECIAL ROAD DISTRICT,OR MONROE R.F.P.D.,OR MALHEUR COUNTY S.W.C.D.,OR MONUMENT CEMETERY MAINTENANCE DISTRICT, MALHEUR COUNTY VECTOR CONTROL OR DISTRICT,OR MONUMENT S.W.C.D.,OR MALHEUR DISTRICT IMPROVEMENT COMPANY,OR MOOREA DRIVE SPECIAL ROAD DISTRICT,OR MALHEUR DRAINAGE DISTRICT,OR MORO R.F.P.D.,OR MALHEUR MEMORIAL HEALTH DISTRICT,OR MORROW COUNTY HEALTH DISTRICT, OR MALIN COMMUNITY CEMETERY MAINTENANCE MORROW COUNTY UNIFIED RECREATION DISTRICT,OR DISTRICT,OR MALIN COMMUNITY PARK&RECREATION MORROW S.W.C.D.,OR DISTRICT,OR MOSIER FIRE DISTRICT,OR MALIN IRRIGATION DISTRICT,OR MOUNTAIN DRIVE SPECIAL ROAD DISTRICT,OR MALIN R.F.P.D.,OR MT.ANGEL R.F.P.D.,OR MAPLETON FIRE DEPARTMENT,OR MT.HOOD IRRIGATION DISTRICT,OR MAPLETON WATER DISTRICT,OR MT.LAM CEMETERY DISTRICT,OR MARCOLA WATER DISTRICT,OR MT.VERNON R.F.P.D.,OR MARION COUNTY EXTENSION&4H SERVICE MULINO WATER DISTRICT#1,OR DISTRICT,OR MULTNOMAH COUNTY DRAINAGE DISTRICT#1,OR MARION COUNTY FIRE DISTRICT#1,OR MULTNOMAH COUNTY R.F.P.D.#10,OR MARION JACK IMPROVEMENT DISTRICT,OR MULTNOMAH COUNTY R.F.P.D.#14,OR MARION S.W.C.D.,OR MULTNOMAH EDUCATION SERVICE DISTRICT MARY'S RIVER ESTATES ROAD DISTRICT,OR MYRTLE CREEK R.F.P.D.,OR MCDONALD FOREST ESTATES SPECIAL ROAD NEAH-KAH-NIE WATER DISTRICT,OR DISTRICT,OR NEDONNA R.F.P.D.,OR MCKAY ACRES IMPROVEMENT DISTRICT,OR NEHALEM BAY FIRE AND RESCUE,OR MCKAY DAM R.F.P.D.#7-410,OR NEHALEM BAY HEALTH DISTRICT,OR MCKENZIE FIRE&RESCUE,OR NEHALEM BAY WASTEWATER AGENCY,OR MCKENZIE PALISADES WATER SUPPLY NESIKA BEACH-OPHIR WATER DISTRICT,OR CORPORATION,OR NESKOWIN REGIONAL SANITARY AUTHORITY,OR GRAINGER, '1 I„FOP THE ONES WHO GET IT DONE NESKOWIN REGIONAL WATER DISTRICT, OREGON POINT,OR OR NESTUCCA R.F.P.D.,OR OREGON TRAIL LIBRARY DISTRICT,OR OTTER NETARTS WATER ROCK WATER DISTRICT,OR OWW UNIT#2 DISTRICT,OR NETARTS- SANITARY DISTRICT,OR OCEANSIDE R.F.P.D.,OR OWYHEE CEMETERY MAINTENANCE DISTRICT,OR OWYHEE NETARTS-OCEANSIDE SANITARY IRRIGATION DISTRICT,OR DISTRICT,OR NEW BRIDGE WATER PACIFIC CITY JOINT WATER-SANITARY AUTHORITY, SUPPLY DISTRICT,OR NEW CARLTON OR FIRE DISTRICT,OR PACIFIC COMMUNITIES HEALTH DISTRICT,OR PACIFIC NEW ORLEANS REDEVELOPMENT RIVIERA#3 SPECIAL ROAD DISTRICT,OR PALATINE HILL AUTHORITY,LA NEW PINE CREEK WATER DISTRICT,OR R.F.P.D.,OR PALMER CREEK WATER DISTRICT IMPROVEMENT NEWBERG R.F.P.D.,OR COMPANY,OR NEWBERRY ESTATES SPECIAL ROAD PANORAMIC ACCESS SPECIAL ROAD DISTRICT,OR PANTHER DISTRICT,OR NEWPORT R.F.P.D.,OR CREEK ROAD DISTRICT,OR NEWT YOUNG DITCH DISTRICT PANTHER CREEK WATER DISTRICT,OR PARKDALE IMPROVEMENT COMPANY,OR R.F.P.D.,OR NORTH ALBANY PARKDALE SANITARY DISTRICT,OR PENINSULA R.F.P.D.,OR NORTH DRAINAGE DISTRICT#1,OR PENINSULA DRAINAGE BAY R.F.P.D.#9,OR DISTRICT#2,OR PHILOMATH FIRE AND RESCUE,OR NORTH CLACKAMAS PARKS& PILOT ROCK CEMETERY MAINTENANCE DISTRICT#5,OR RECREATION DISTRICT,OR PILOT ROCK PARK&RECREATION DISTRICT,OR PILOT ROCK NORTH COUNTY RECREATION DISTRICT, R.F.P.D.,OR OR NORTH DOUGLAS COUNTY FIRE& PINE EAGLE HEALTH DISTRICT,OR EMS,OR NORTH DOUGLAS PARK& PINE FLAT DISTRICT IMPROVEMENT COMPANY,OR PINE RECREATION DISTRICT,OR GROVE IRRIGATION DISTRICT,OR NORTH GILLIAM COUNTY HEALTH PINE GROVE WATER DISTRICT-KLAMATH FALLS,OR DISTRICT,OR NORTH GILLIAM COUNTY PINE GROVE WATER DISTRICT-MAUPIN,OR PINE R.F.P.D.,OR VALLEY CEMETERY DISTRICT,OR PINE VALLEY NORTH LAKE HEALTH DISTRICT,OR R.F.P.D.,OR NORTH LEBANON WATER CONTROL PINEWOOD COUNTRY ESTATES SPECIAL ROAD DISTRICT,OR DISTRICT,OR NORTH LINCOLN FIRE& PIONEER DISTRICT IMPROVEMENT COMPANY,OR PISTOL RESCUE DISTRICT#1,OR NORTH RIVER CEMETERY MAINTENANCE DISTRICT,OR LINCOLN HEALTH DISTRICT,OR PISTOL RIVER FIRE DISTRICT,OR PLEASANT HILL NORTH MORROW VECTOR CONTROL R.F.P.D.,OR DISTRICT,OR NORTH SHERMAN COUNTY PLEASANT HOME WATER DISTRICT,OR POCAHONTAS R.F.P.D,OR MINING AND IRRIGATION DISTRICT,OR NORTH UNIT IRRIGATION DISTRICT,OR POE VALLEY IMPROVEMENT DISTRICT,OR NORTHEAST OREGON HOUSING POE VALLEY PARK&RECREATION DISTRICT,OR POE AUTHORITY,OR NORTHEAST WHEELER VALLEY VECTOR CONTROL DISTRICT,OR COUNTY HEALTH DISTRICT,OR POLK COUNTY FIRE DISTRICT#1,OR NORTHERN WASCO COUNTY P.U.D.,OR POLK S.W.C.D.,OR NORTHERN WASCO COUNTY PARK& POMPADOUR WATER IMPROVEMENT DISTRICT,OR RECREATION DISTRICT,OR PONDEROSA PINES EAST SPECIAL ROAD DISTRICT, NYE DITCH USERS DISTRICT IMPROVEMENT, OR ORNYSSA ROAD ASSESSMENT DISTRICT#2,OR PORT OF ALSEA,OR NYSSA RURAL FIRE DISTRICT,OR PORT OF ARLINGTON,OR NYSSA-ARCADIA DRAINAGE DISTRICT,OR PORT OF ASTORIA,OR OAK LODGE WATER SERVICES,OR PORT OF BANDON,OR OAKLAND R.F.P.D.,OR PORT OF BRANDON,OR OAKVILLE COMMUNITY CENTER,OR PORT OF BROOKINGS HARBOR,OR OCEANSIDE WATER DISTRICT,OR PORT OF CASCADE LOCKS,OR OCHOCO IRRIGATION DISTRICT,OR PORT OF COQUILLE RIVER,OR OCHOCO WEST WATER AND SANITARY PORT OF GARIBALDI,OR AUTHORITY,OR PORT OF GOLD BEACH,OR ODELL SANITARY DISTRICT,OR PORT OF HOOD RIVER,OR OLD OWYHEE DITCH IMPROVEMENT DISTRICT,OR PORT OF MORGAN CITY,LA OLNEY-WALLUSKI FIRE&RESCUE DISTRICT,OR PORT OF MORROW,OR ONTARIO LIBRARY DISTRICT,OR PORT OF NEHALEM,OR ONTARIO R.F.P.D.,OR PORT OF NEWPORT,OR OPHIR R.F.P.D.,OR PORT OF PORT ORFORD,OR OREGON COAST COMMUNITY ACTION PORT OF PORTLAND,OR OREGON HOUSING AND COMMUNITY SERVICES PORT OF SIUSLAW,OR OREGON INTERNATIONAL PORT OF COOS BAY,OR OREGON LEGISLATIVE ADMINISTRATION PORT OF ST.HELENS,OR OREGON OUTBACK R.F.P.D.,OR PORT OF THE DALLES,OR GRAINGER. "", FOR THE ONES WHO GET IT DONE PORT OF TILLAMOOK ROBERTS CREEK WATER DISTRICT,OR BAY,OR PORT OF ROCK CREEK DISTRICT IMPROVEMENT,OR ROCK TOLEDO,OR CREEK WATER DISTRICT,OR ROCKWOOD WATER PORT OF P.U.D.,OR UMATILLA,OR ROCKY POINT FIRE&EMS,OR ROGUE RIVER PORT OF R.F.P.D.,OR UMPQUA,OR ROGUE RIVER VALLEY IRRIGATION DISTRICT,OR ROGUE PORT ORFORD CEMETERY VALLEY SEWER SERVICES,OR MAINTENANCE DISTRICT,OR ROGUE VALLEY SEWER,OR PORT ORFORD PUBLIC LIBRARY ROGUE VALLEY TRANSPORTATION DISTRICT,OR ROSEBURG DISTRICT,OR PORT ORFORD R.F.P.D.,OR URBAN SANITARY AUTHORITY,OR ROSEWOOD ESTATES PORTLAND DEVELOPMENT ROAD DISTRICT,OR COMMISSION,OR PORTLAND FIRE AND ROW RIVER VALLEY WATER DISTRICT,OR RURAL ROAD RESCUE ASSESSMENT DISTRICT#3,OR RURAL ROAD ASSESSMENT PORTLAND HOUSING DISTRICT#4,OR SAINT LANDRY PARISH TOURIST CENTER,OR POWDER COMMISSION SAINT MARY PARISH REC DISTRICT 2 R.F.P.D.,OR SAINT MARY PARISH REC DISTRICT 3 SAINT POWDER RIVER R.F.P.D.,OR TAMMANY FIRE DISTRICT 4,LA SALEM AREA MASS POWDER VALLEY WATER CONTROL TRANSIT DISTRICT,OR SALEM MASS TRANSIT DISTRICT,OR POWERS HEALTH DISTRICT DISTRICT,OR SALEM SUBURBAN R.F.P.D.,OR SALISHAN PRAIRIE CEMETERY MAINTENANCE SANITARY DISTRICT,OR DISTRICT,OR PRINEVILLE LAKE ACRES SALMON RIVER PARK SPECIAL ROAD DISTRICT,OR SALMON SPECIAL ROAD DISTRICT#1,OR RIVER PARK WATER IMPROVEMENT DISTRICT,OR PROSPECT R.F.P.D.,OR SALMONBERRY TRAIL INTERGOVERNMENTAL AGENCY,OR QUAIL VALLEY PARK IMPROVEMENT SANDPIPER VILLAGE SPECIAL ROAD DISTRICT,OR SANDY DISTRICT,OR QUEENER IRRIGATION DRAINAGE IMPROVEMENT COMPANY,OR SANDY R.F.P.D. IMPROVEMENT DISTRICT,OR #72,OR RAINBOW WATER SANTA CLARA R.F.P.D.,OR DISTRICT,OR RAINIER SANTA CLARA WATER DISTRICT,OR SANTIAM CEMETERY DISTRICT,OR WATER CONTROL DISTRICT,OR SAUVIE ISLAND RAINIER DRAINAGE IMPROVEMENT DRAINAGE IMPROVEMENT COMPANY,OR COMPANY,OR RALEIGH WATER SAUVIE ISLAND VOLUNTEER FIRE DISTRICT#30J,OR DISTRICT,OR SCAPPOOSE DRAINAGE IMPROVEMENT COMPANY,OR REDMOND AREA PARK&RECREATION SCAPPOOSE PUBLIC LIBRARY DISTRICT,OR SCAPPOOSE DISTRICT,OR R.F.P.D.,OR REDMOND FIRE AND RESCUE, SCIO R.F.P.D.,OR SCOTTSBURG R.F.P.D., OR RIDDLE FIRE PROTECTION OR SEAL ROCK R.F.P.D.,OR DISTRICT,OR SEAL ROCK WATER DISTRICT,OR RIDGEWOOD DISTRICT IMPROVEMENT SEWERAGE AND WATER BOARD OF NEW ORLEANS,LA COMPANY,OR SHANGRI-LA WATER DISTRICT,OR SHASTA VIEW RIDGEWOOD ROAD IRRIGATION DISTRICT,OR DISTRICT,OR RIETH SHELLEY ROAD CREST ACRES WATER DISTRICT,OR SANITARY DISTRICT,OR SHERIDAN FIRE DISTRICT,OR RIETH WATER DISTRICTHERMAN S COUNTY HEALTH DISTRICT,OR OR SHERMAN COUNTY S.W.C.D.,OR SHORELINE RIMROCK WEST IMPROVEMENT SANITARY DISTRICT,OR SILETZ KEYS SANITARY DISTRICT,OR RINK CREEK WATER DISTRICT,OR SILETZ R.F.P.D.,OR DISTRICT,OR SILVER FALLS LIBRARY DISTRICT,OR RIVER BEND ESTATES SPECIAL ROAD SILVER LAKE IRRIGATION DISTRICT,OR DISTRICT,OR RIVER FOREST ACRES SILVER LAKE R.F.P.D.,OR SPECIAL ROAD DISTRICT,OR RIVER SILVER SANDS SPECIAL ROAD DISTRICT,OR MEADOWS IMPROVEMENT DISTRICT,OR SILVERTON R.F.P.D.NO.2,OR RIVER PINES ESTATES SPECIAL ROAD SISTERS PARKS&RECREATION DISTRICT,OR DISTRICT,OR RIVER ROAD PARK& SISTERS-CAMP SHERMAN R.F.P.D.,OR RECREATION DISTRICT,OR SIUSLAW PUBLIC LIBRARY DISTRICT,OR RIVER ROAD WATER DISTRICT,OR SIUSLAW S.W.C.D.,OR RIVERBEND RIVERBANK WATER IMPROVEMENT SIUSLAW VALLEY FIRE AND RESCUE,OR DISTRICT,OR SIXES R.F.P.D.,OR RIVERDALE R.F.P.D. 11-JT,OR SKIPANON WATER CONTROL DISTRICT,OR RIVERGROVE WATER DISTRICT,OR SKYLINE VIEW DISTRICT IMPROVEMENT RIVERSIDE MISSION WATER CONTROL DISTRICT, COMPANY,OR OR SLEEPY HOLLOW WATER DISTRICT,OR RIVERSIDE R.F.P.D.#7-406,OR SMITH DITCH DISTRICT IMPROVEMENT COMPANY, RIVERSIDE WATER DISTRICT,OR OR GRANGER. "",FON THE ONES WHO GET!TOONE SOUTH CLACKAMAS TRANSPORTATION SWEET HOME CEMETERY MAINTENANCE DISTRICT,OR DISTRICT,OR SWEET HOME FIRE&AMBULANCE DISTRICT,OR SOUTH COUNTY HEALTH DISTRICT, SWISSHOME-DEADWOOD R.F.P.D.,OR OR SOUTH FORK WATER BOARD, TABLE ROCK DISTRICT IMPROVEMENT COMPANY,OR OR TALENT IRRIGATION DISTRICT,OR TANGENT SOUTH GILLIAM COUNTY CEMETERY R.F.P.D.,OR DISTRICT,OR SOUTH GILLIAM COUNTY TENMILE R.F.P.D.,OR HEALTH DISTRICT,OR SOUTH GILLIAM TERREBONNE DOMESTIC WATER DISTRICT,OR THE COUNTY R.F.P.D.VI-301,OR SOUTH DALLES IRRIGATION DISTRICT,OR THOMAS CREEK- LAFOURCHE LEVEE DISTRICT,LA WESTSIDE R.F.P.D.,OR SOUTH LANE COUNTY FIRE & THREE RIVERS RANCH ROAD DISTRICT,OR THREE RESCUE, OR SOUTH SANTIAM SISTERS IRRIGATION DISTRICT,OR TIGARD TUALATIN RIVER WATER CONTROL AQUATIC DISTRICT,OR TIGARD WATER DISTRICT,OR DISTRICT,OR TILLAMOOK BAY FLOOD IMPROVEMENT DISTRICT,OR SOUTH SHERMAN FIRE DISTRICT, TILLAMOOK COUNTY EMERGENCY OR SOUTH SUBURBAN SANITARY COMMUNICATIONS DISTRICT,OR TILLAMOOK DISTRICT,OR COUNTY S.W.C.D.,OR SOUTH WASCO PARK&RECREATION TILLAMOOK COUNTY TRANSPORTATION DISTRICT,OR DISTRICT,OR SOUTHERN COOS HEALTH TILLAMOOK FIRE DISTRICT,OR TILLAMOOK P.U.D., DISTRICT,OR SOUTHERN CURRY OR CEMETERY MAINTENANCE DISTRICT,OR TILLER R.F.P.D.,OR SOUTHVIEW IMPROVEMENT DISTRICT, TOBIN DITCH DISTRICT IMPROVEMENT COMPANY,OR OR SOUTHWEST LINCOLN COUNTY TOLEDO R.F.P.D.,OR WATER DISTRICT,OR TONE WATER DISTRICT,OR TOOLEY SOUTHWESTERN POLK COUNTY WATER DISTRICT,OR TRASK DRAINAGE R.F.P.D.,OR SOUTHWOOD PARK DISTRICT,OR TRI CITY R.F.P.D.#4,OR WATER DISTRICT,OR SPECIAL TRI-CITY WATER&SANITARY AUTHORITY,OR TRI- ROAD DISTRICT#1,OR COUNTY METROPOLITAN TRANSPORTATION DISTRICT OF SPECIAL ROAD DISTRICT#8,OR OREGON SPRING RIVER SPECIAL ROAD TRIMET,OR DISTRICT,OR SPRINGFIELD TUALATIN HILLS PARK & RECREATION DISTRICT UTILITY BOARD,OR TUALATIN HILLS PARK&RECREATION DISTRICT,OR ST.PAUL R.F.P.D.,OR TUALATIN S.W.C.D.,OR STANFIELD CEMETERY TUALATIN VALLEY FIRE&RESCUE TUALATIN DISTRICT#6,OR STANFIELD VALLEY FIRE&RESCUE,OR TUALATIN VALLEY IRRIGATION DISTRICT,OR IRRIGATION DISTRICT,OR TUALATIN VALLEY WATER STARR CREEK ROAD DISTRICT TUALATIN VALLEY WATER DISTRICT,OR DISTRICT,OR STARWOOD TUMALO IRRIGATION DISTRICT,OR SANITARY DISTRICT,OR TURNER FIRE DISTRICT,OR STAYTON FIRE DISTRICT,OR TWIN ROCKS SANITARY DISTRICT,OR SUBLIMITY FIRE DISTRICT,OR TWO RIVERS NORTH SPECIAL ROAD DISTRICT,OR TWO SUBURBAN EAST SALEM WATER RIVERS S.W.C.D.,OR DISTRICT,OR SUBURBAN LIGHTING TWO RIVERS SPECIAL ROAD DISTRICT,OR TYGH DISTRICT,OR VALLEY R.F.P.D.,OR SUCCOR CREEK DISTRICT TYGH VALLEY WATER DISTRICT,OR UMATILLA IMPROVEMENT COMPANY,OR COUNTY FIRE DISTRICT#1,OR UMATILLA COUNTY SUMMER LAKE IRRIGATION S.W.C.D.,OR DISTRICT,OR SUMMERVILLE UMATILLA COUNTY SPECIAL LIBRARY DISTRICT,OR CEMETERY MAINTENANCE UMATILLA HOSPITAL DISTRICT,OR UMATILLA DISTRICT,OR R.F.P.D.#7-405,OR SUMNER R.F.P.D.,OR UMATILLA-MORROW RADIO AND DATA DISTRICT,OR SUN MOUNTAIN SPECIAL ROAD DISTRICT, UMPQUA S.W.C.D.,OR OR SUNDOWN SANITATION DISTRICT,OR UNION CEMETERY MAINTENANCE DISTRICT,OR SUNFOREST ESTATES SPECIAL ROAD DISTRICT OR SUNNYSIDE IRRIGATION DISTRICT,OR UNION COUNTY SOLID WASTE DISPOSAL DISTRICT, SUNRISE WATER AUTHORITY, OR OR SUNRIVER SERVICE UNION COUNTY VECTOR CONTROL DISTRICT,OR DISTRICT,OR UNION GAP SANITARY DISTRICT,OR SUNSET EMPIRE PARK&RECREATION UNION GAP WATER DISTRICT,OR DISTRICT,OR UNION HEALTH DISTRICT,OR UNION SUNSET EMPIRE TRANSPORTATION DISTRICT,OR R.F.P.D.,OR UNION S.W.C.D.,OR SURFLAND ROAD DISTRICT,OR UNITY COMMUNITY PARK&RECREATION DISTRICT, SUTHERLIN VALLEY RECREATION DISTRICT,OR OR SUTHERLIN WATER CONTROL DISTRICT,OR UPPER CLEVELAND RAPIDS ROAD DISTRICT,OR SWALLEY IRRIGATION DISTRICT,OR UPPER MCKENZIE R.F.P.D.,OR GRAINGER. 11111 FOR DME ONES WNO GET IT GONE UPPER WILLAMETTE S.W.C.D.,OR WICKIUP WATER DISTRICT,OR WILLAKENZIE VALE OREGON IRRIGATION R.F.P.D.,OR DISTRICT,OR VALE RURAL FIRE WILLAMALANE PARK&RECREATION DISTRICT,OR PROTECTION DISTRICT,OR VALLEY WILLAMALANE PARK AND RECREATION DISTRICT ACRES SPECIAL ROAD DISTRICT,OR WILLAMETTE HUMANE SOCIETY VALLEY VIEW CEMETERY WILLAMETTE RIVER WATER COALITION,OR WILLIAMS MAINTENANCE DISTRICT,OR R.F.P.D.,OR VALLEY VIEW WATER DISTRICT,OR WILLOW CREEK PARK DISTRICT,OR WILLOW DALE VANDEVERT ACRES SPECIAL ROAD WATER DISTRICT,OR WILSON RIVER WATER DISTRICT,OR VERNONIA R.F.P.D.,OR DISTRICT,OR WINCHESTER BAY R.F.P.D.,OR VINEYARD MOUNTAIN PARK& WINCHESTER BAY SANITARY DISTRICT,OR RECREATION DISTRICT,OR WINCHUCK R.F.P.D.,OR VINEYARD MOUNTAIN SPECIAL ROAD WINSTON-DILLARD R.F.P.D.,OR WINSTON- DISTRICT,OR DILLARD WATER DISTRICT,OR WOLF CREEK WALLA WALLA RIVER IRRIGATION R.F.P.D.,OR DISTRICT,OR WALLOWA COUNTY WOOD RIVER DISTRICT IMPROVEMENT COMPANY,OR HEALTH CARE DISTRICT,OR WALLOWA WOODBURN R.F.P.D.NO.6,OR LAKE COUNTY SERVICE DISTRICT,OR WOODLAND PARK SPECIAL ROAD DISTRICT,OR WOODS WALLOWA LAKE IRRIGATION DISTRICT, ROAD DISTRICT,OR OR WALLOWA LAKE R.F.P.D.,OR WRIGHT CREEK ROAD WATER IMPROVEMENT DISTRICT,OR WALLOWA S.W.C.D.,OR WYBAST FIRE DISTRICT,OR YACHATS WALLOWA VALLEY IMPROVEMENT R.F.P.D.,OR DISTRICT#1,OR YAMHILL COUNTY TRANSIT AREA,OR YAMHILL WAMIC R.F.P.D.,OR FIRE PROTECTION DISTRICT,OR YAMHILL SWCD,OR WAMIC WATER&SANITARY YONCALLA PARK&RECREATION DISTRICT,OR YOUNGS AUTHORITY,OR WARMSPRINGS RIVER-LEWIS&CLARK WATER DISTRICT,OR IRRIGATION DISTRICT,OR WASCO ZUMWALT R.F.P.D.,OR COUNTY S.W.C.D.,OR WATER ENVIRONMENT SERVICES,OR K-12 INCLUDING BUT NOT LIMITED TO:ACADIA WATER WONDERLAND IMPROVEMENT PARISH SCHOOL BOARD BEAVERTON SCHOOL DISTRICT,OR DISTRICT WATERBURY&ALLEN DITCH BEND-LA PINE SCHOOL DISTRICT BOGALUSA IMPROVEMENT DISTRICT,OR HIGH SCHOOL,LA BOSSIER PARISH SCHOOL WATSECO-BARVIEW WATER BOARD DISTRICT,OR WAUNA WATER BROOKING HARBOR SCHOOL DISTRICT CADDO DISTRICT,OR WEDDERBURN PARISH SCHOOL DISTRICT CALCASIEU PARISH SANITARY DISTRICT,OR SCHOOL DISTRICT CANBY SCHOOL DISTRICT WEST EAGLE VALLEY WATER CONTROL CANYONVILLE CHRISTIAN ACADEMY CASCADE DISTRICT,OR SCHOOL DISTRICT WEST EXTENSION IRRIGATION CASCADES ACADEMY OF CENTRAL OREGON CENTENNIAL DISTRICT,OR WEST LABISH SCHOOL DISTRICT DRAINAGE&WATER CONTROL CENTRAL CATHOLIC HIGH SCHOOL CENTRAL IMPROVEMENT DISTRICT,OR POINT SCHOOL DISTRICT NO.6 CENTRAL SCHOOL WEST MULTNOMAH DISTRICT 13J S.W.C.D.,OR WEST SIDE COOS BAY SCHOOL DISTRICT NO.9 CORVALLIS R.F.P.D.,OR SCHOOL DISTRICT 509J COUNTY OF YAMHILL WEST SLOPE WATER DISTRICT,OR SCHOOL DISTRICT 29 CULVER SCHOOL DISTRICT WEST UMATILLA MOSQUITO CONTROL DALLAS SCHOOL DISTRICT NO.2 DAVID DISTRICT,OR DOUGLAS SCHOOL DISTRICT DAYTON WEST VALLEY FIRE DISTRICT,OR SCHOOL DISTRICT NO.8 WESTERN HEIGHTS SPECIAL ROAD DE LA SALLE N CATHOLIC HS DISTRICT,OR WESTERN LANE DESCHUTES COUNTY SCHOOL DISTRICT NO.6 AMBULANCE DISTRICT,OR WESTLAND DOUGLAS EDUCATIONAL DISTRICT SERVICE DUFUR IRRIGATION DISTRICT,OR SCHOOL DISTRICT NO.29 WESTON ATHENA MEMORIAL HALL PARK EAST BATON ROUGE PARISH SCHOOL DISTRICT &RECREATION DISTRICT,OR ESTACADA SCHOOL DISTRICT NO.10B WESTON CEMETERY DISTRICT#2,OR FOREST GROVE SCHOOL DISTRICT WESTPORT FIRE AND RESCUE,OR GEORGE MIDDLE SCHOOL GLADSTONE WESTRIDGE WATER SUPPLY SCHOOL DISTRICT GRANTS PASS CORPORATION,OR WESTWOOD HILLS SCHOOL DISTRICT 7 ROAD DISTRICT,OR WESTWOOD GREATER ALBANY PUBLIC SCHOOL DISTRICT VILLAGE ROAD DISTRICT,OR GRESHAM BARLOW JOINT SCHOOL DISTRICT WHEELER S.W.C.D.,OR HEAD START OF LANE COUNTY WHITE RIVER HEALTH DISTRICT,OR HIGH DESERT EDUCATION SERVICE DISTRICT WIARD MEMORIAL PARK DISTRICT,OR HILLSBORO SCHOOL DISTRICT GRAINGER. I FOR THE ONES WHO GET IT DONE HOOD RIVER COUNTY SCHOOL SCHOOL DISTRICT 1J DISTRICT JACKSON CO SCHOOL DIST SAINT TAMMANY PARISH SCHOOL BOARD,LA NO.9 SEASIDE SCHOOL DISTRICT 10 JEFFERSON COUNTY SCHOOL DISTRICT SHERWOOD SCHOOL DISTRICT 88J 509-J JEFFERSON PARISH SCHOOL SILVER FALLS SCHOOL DISTRICT 4J DISTRICT JEFFERSON SCHOOL DISTRICT SOUTH LANE SCHOOL DISTRICT 45J3 JUNCTION CITY SCHOOLS,OR SOUTHERN OREGON EDUCATION SERVICE KLAMATH COUNTY SCHOOL DISTRICT DISTRICT KLAMATH FALLS SPRINGFIELD PUBLIC SCHOOLS CITY SCHOOLS LAFAYETTE SUTHERLIN SCHOOL DISTRICT PARISH SCHOOL DISTRICT SWEET HOME SCHOOL DISTRICT NO.55 LAKE OSWEGO SCHOOL TERREBONNE PARISH SCHOOL DISTRICT THE DISTRICT 7J LANE COUNTY CATLIN GABEL SCHOOL SCHOOL DISTRICT 4J LINCOLN TIGARD-TUALATIN SCHOOL DISTRICT UMATILLA COUNTY SCHOOL DISTRICT MORROW ESD LINN CO.SCHOOL DIST.95C WEST LINN WILSONVILLE SCHOOL DISTRICT WILLAMETTE LIVINGSTON PARISH SCHOOL EDUCATION SERVICE DISTRICT WOODBURN SCHOOL DISTRICT LOST RIVER JR/SR DISTRICT HIGH SCHOOL LOWELL YONCALLA SCHOOL DISTRICT SCHOOL DISTRICT NO.71 ACADEMY FOR MATH ENGINEERING&SCIENCE(AMES),UT SALEM-KEIZER PUBLIC ALIANZA ACADEMY,UT ALPINE DISTRICT, SCHOOLS 24J MARION COUNTY U.I. SCHOOL DISTRICT 103 MARIST AMERICAN LEADERSHIP ACADEMY,UT AMERICAN HIGH SCHOOL,OR PREPARATORY ACADEMY,UT BAER CANYON HIGH MCMINNVILLE SCHOOL SCHOOL FOR SPORTS&MEDICAL SCIENCES,UT DISTRICT NOAO MEDFORD BEAR RIVER CHARTER SCHOOL,UT BEAVER SCHOOL SCHOOL DISTRICT 549C MITCH DISTRICT,UT CHARTER SCHOOL BEEHIVE SCIENCE&TECHNOLOGY ACADEMY(BSTA),UT MONROE SCHOOL DISTRICT BOX ELDER SCHOOL DISTRICT,UT CBA CENTER, NO.1J MORROW COUNTY U.I. SCHOOL DIST,OR CACHE SCHOOL DISTRICT,UT CANYON RIM MULTNOMAH EDUCATION SERVICE ACADEMY,UT CANYONS DISTRICT,UT DISTRICT MULTISENSORY LEARNING CARBON SCHOOL DISTRICT,UT CHANNING ACADEMY MYRTLE PINT SCHOOL HALL,U.I. DISTRICT 41 CHARTER SCHOOL LEWIS ACADEMY,UT CITY NEAH-KAH-NIE DISTRICT ACADEMY,UT NO.56 NEWBERG PUBLIC DAGGETT SCHOOL DISTRICT,UT DAVINCI SCHOOLS ACADEMY,UT NESTUCCA VALLEY SCHOOL DAVIS DISTRICT,UT DISTRICT NO.101 NOBEL LEARNING DUAL IMMERSION ACADEMY,UT DUCHESNE COMMUNITIES SCHOOL DISTRICT,UT NORTH BEND SCHOOL DISTRICT EARLY LIGHT ACADEMY AT DAYBREAK, 13 NORTH CLACKAMAS SCHOOL UT EAST HOLLYWOOD HIGH,UT DISTRICT NORTH DOUGLAS EDITH BOWEN LABORATORY SCHOOL,UT EMERSON SCHOOL DISTRICT NORTH ALCOTT ACADEMY,UT WASCO CITY SCHOOL DISTRICT EMERY SCHOOL DISTRICT,UT ENTHEOS 21 ACADEMY,UT EXCELSIOR ACADEMY,UT NORTHWEST REGIONAL EDUCATION FAST FORWARD HIGH,UT FREEDOM SERVICE DISTRICT ACADEMY,UT ONTARIO MIDDLE SCHOOL GARFIELD SCHOOL DISTRICT,UT GATEWAY OREGON TRAIL SCHOOL PREPARATORY ACADEMY,UT GEORGE WASHINGTON DISTRICT NOA6 ORLEANS ACADEMY,UT GOOD FOUNDATION ACADEMY,UT PARISH SCHOOL DISTRICT GRAND SCHOOL DISTRICT,UT PHOENIX-TALENT SCHOOL DISTRICT NOA PLEASANT HILL GRANITE DISTRICT,UT GUADALUPE SCHOOL DISTRICT PORTLAND SCHOOL,UT HAWTHORN ACADEMY,UT JEWISH ACADEMY PORTLAND INTECH COLLEGIATE HIGH SCHOOL,UT IRON PUBLIC SCHOOLS SCHOOL DISTRICT,UT RAPIDES PARISH SCHOOL ITINERIS EARLY COLLEGE HIGH,UT JOHN HANCOCK DISTRICT SREDMOND CHARTER SCHOOL,UT JORDAN DISTRICT,UT SCHOOL DISTRICT JUAB SCHOOL DISTRICT,UT KANE SCHOOL REYNOLDS SCHOOL DISTRICT,UT DISTRICT ROGUE RIVER KARL G MAESER PREPARATORY ACADEMY,UT LAKEVIEW ACADEMY,UT SCHOOL DISTRICT LEGACY PREPARATORY ACADEMY,UT LIBERTY ROSEBURG PUBLIC ACADEMY,UT SCHOOLS SCAPPOOSE GRAINGER. 'I I" FOR THE ONES WHO GET IT DONE LINCOLN ACADEMY,UT LOGAN SPECTRUM ACADEMY,UT SCHOOL DISTRICT,UT SUCCESS ACADEMY,UT MARIA MONTESSORI ACADEMY,UT SUCCESS SCHOOL,UT MERIT COLLEGE PREPARATORY ACADEMY,UT SUMMIT ACADEMY,UT MILLARD SCHOOL SUMMIT ACADEMY HIGH SCHOOL,UT DISTRICT,UT MOAB SYRACUSE ARTS ACADEMY,UT CHARTER SCHOOL,UT THOMAS EDISON-NORTH,UT MONTICELLO ACADEMY, TIMPANOGOS ACADEMY,UT UT MORGAN SCHOOL TINTIC SCHOOL DISTRICT,UT DISTRICT,UT TOOELE SCHOOL DISTRICT,UT MOUNTAINVILLE TUACAHN HIGH SCHOOL FOR THE PERFORMING ACADEMY,UT MURRAY ARTS,UT SCHOOL DISTRICT,UT UINTAH RIVER HIGH,UT NAVIGATOR POINTEUINTAH SCHOOL DISTRICT,UT ACADEMY,UT NEBO UTAH CONNECTIONS ACADEMY,UT SCHOOL DISTRICT,UT UTAH COUNTY ACADEMY OF SCIENCE,UT NO UT ACAD FOR MATH ENGINEERING UTAH ELECTRONIC HIGH SCHOOL,UT &SCIENCE(NUAMES),UT UTAH SCHOOLS FOR DEAF&BLIND,UT NOAH WEBSTER ACADEMY,UT UTAH STATE OFFICE OF EDUCATION,UT NORTH DAVIS PREPARATORY UTAH VIRTUAL ACADEMY,UT ACADEMY,UT NORTH SANPETE VENTURE ACADEMY,UT SCHOOL DISTRICT,UT NORTH VISTA AT ENTRADA SCHOOL OF PERFORMING STAR ACADEMY,UT ARTS AND TECHNOLOGY,UT NORTH SUMMIT SCHOOL WALDEN SCHOOL OF LIBERAL ARTS,UT DISTRICT,UT ODYSSEY WASATCH PEAK ACADEMY,UT WASATCH CHARTER SCHOOL,UT SCHOOL DISTRICT,UT WASHINGTON SCHOOL OGDEN PREPARATORY DISTRICT,UT WAYNE SCHOOL DISTRICT,UT ACADEMY,UT OGDEN WEBER SCHOOL DISTRICT,UT WEILENMANN SCHOOL SCHOOL DISTRICT,UT OF DISCOVERY,UT OPEN CLASSROOM,UT OPEN HIGH SCHOOL OF UTAH,UT HIGHER EDUCATION OQUIRRH MOUNTAIN CHARTER ARGOSY UNIVERSITY SCHOOL,UT PARADIGM HIGH SCHOOL, BATON ROUGE COMMUNITY COLLEGE,LA UT BIRTHINGWAY COLLEGE OF MIDWIFERY BLUE PARK CITY SCHOOL MOUNTAIN COMMUNITY COLLEGE BRIGHAM YOUNG DISTRICT,UT PINNACLE UNIVERSITY-HAWAII CENTRAL OREGON CANYON ACADEMY,UT COMMUNITY COLLEGE CENTENARY COLLEGE OF PIUTE SCHOOL DISTRICT, LOUISIANA CHEMEKETA COMMUNITY COLLEGE UT PROVIDENCE HALL,UT CLACKAMAS COMMUNITY COLLEGE COLLEGE OF PROVO SCHOOL THE MARSHALL ISLANDS COLUMBIA GORGE DISTRICT,UT QUAIL COMMUNITY COLLEGE CONCORDIA UNIVERSITY RUN PRIMARY SCHOOL, GEORGE FOX UNIVERSITY UT QUEST ACADEMY,UT KLAMATH COMMUNITY COLLEGE DISTRICT LANE RANCHES COMMUNITY COLLEGE ACADEMY,UT LEWIS AND CLARK COLLEGE LINFIELD REAGAN ACADEMY, COLLEGE UT RENAISSANCE LINN-BENTON COMMUNITY COLLEGE LOUISIANA ACADEMY,UT RICH COLLEGE,LA SCHOOL DISTRICT, LOUISIANA STATE UNIVERSITY UT LOUISIANA STATE UNIVERSITY HEALTH SERVICES ROCKWELL CHARTER HIGH MARYLHURST UNIVERSITY SCHOOL,UT SALT LAKE ARTS MT.HOOD COMMUNITY COLLEGE MULTNOMAH ACADEMY,UT BIBLE COLLEGE SALT LAKE CENTER FOR SCIENCE NATIONAL COLLEGE OF NATURAL MEDICINE NORTHWEST EDUCATION,UT SALT LAKE SCHOOL CHRISTIAN COLLEGE DISTRICT,UT OREGON HEALTH AND SCIENCE UNIVERSITY OREGON SALT LAKE SCHOOL FOR THE INSTITUTE OF TECHNOLOGY OREGON STATE PERFORMING ARTS,UT UNIVERSITY SAN JUAN SCHOOL OREGON UNIVERSITY SYSTEM PACIFIC DISTRICT,UT SEVIER UNIVERSITY SCHOOL DISTRICT,UT PIONEER PACIFIC COLLEGE PORTLAND SOLDIER HOLLOW CHARTER COMMUNITY COLLEGE PORTLAND STATE SCHOOL,UT SOUTH SANPETE UNIVERSITY REED COLLEGE SCHOOL DISTRICT,UT SOUTH RESEARCH CORPORATION OF THE UNIVERSITY OF HAWAII SUMMIT SCHOOL DISTRICT,UT ROGUE COMMUNITY COLLEGE SOUTHEASTERN GRAINGER, I'I„FOR THE ONES WHO GET IT DONE LOUISIANA UNIVERSITY SOUTHERN DEFENSE,STATE OF HAWAII OREGON UNIVERSITY(OREGON STATE OF HAWAII UNIVERSITY SYSTEM) STATE OF HAWAII,DEPT.OF EDUCATION SOUTHWESTERN OREGON COMMUNITY COLLEGE STATE OF LOUISIANA TULANE UNIVERSITY STATE OF LOUISIANA DEPT.OF EDUCATION TILLAMOOK BAY COMMUNITY COLLEGE STATE OF LOUISIANA,26TH JUDICIAL DISTRICT UMPQUA COMMUNITY COLLEGE ATTORNEY UNIVERSITY OF HAWAII BOARD OF REGENTS STATE OF UTAH 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 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 SEN LOCAL 503,OPEU SOH-JUDICIARY CONTRACTS AND PURCH STATE DEPARTMENT OF FEDERAL TRANSIT ADMINISTRATION TERMS, CONDITIONS, AND CERTIFICATIONS FEDERAL TRANSIT ADMINISTRATION TERMS, CONDITIONS AND CERTIFICATIONS Requirements/Conditions For All FTA Assisted Contracts: Federal Disclaimer to Third Parties Program Fraud and False or Fraudulent Statements and Related Acts Access to Third Party Contract Records Prohibitions Against Exclusionary or Discriminatory Specifications Changes to Federal Requirements Termination Provisons (Contracts exceeding $10,000) Civil Rights Requirements Requirements for Disadvantaged Business Enterprises (DBEs) Incorporation of FTA Terms Requirements for Contracts Exceeding $25,000 Threshold: Debarment and Suspension Requirements Requirements for Contracts Exceeding Small Purchase Threshold ($100,000): Report, record retention, and access provisions Buy America requirements Provisions For Resolution Of Disputes, Breaches, Defaults Or Other Litigation Lobbying Requirements Bonding Requirements for Construction Activities; (may be imposed for nonconstruction activities) Clean Water Requirements Clean Air Requirements Cargo Preference Acquisition of Property Shipped by Ocean Vessel Acquisition of Property Shipped by Air (Fly America) Construction Activities: Equal Employment Opportunity (Except for supplies/raw materials) Construction Employee Protection Requirements: (except for contracts < $2,000, or for supplies/raw materials) Davis Bacon Act (for contracts exceeding $2,000) Contract Work Hours & Safety Standards Act (contracts exceeding $100,000) Copeland Anti-Kickback Act (for all construction contracts) Siesmic Safety (for new buildings/additions only) Non Construction Activities Non Construction Employee Protection Requirements (Except for supplies/raw materials) (for all turnkey, rolling stock and operiational contracts (excluding transportation services) in excess of$100,000 Transit Operations Transit Employee Protective Arrangements Charter Service Operation School Bus Operations Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations Planning, Research, Development and Demonstration Projects Patent Rights Requirements Rights in data and copyrights requirements Turnkey and Other Acquisitions Made by a Third Party Contractor Assuming the Role of Sun Tran Bus Testing Pre-Award and Post-Delivery Audit Requirements Miscellaneous Special Requirements Environmental Protection Energy Conservation Requirements Metric System Requirements National ITS Architecture Requirements for Recycled Products (for items designated by EPA) Seat Belt Use Text Messaging While Driving Federal Davis-Bacon Wage Rates (If Applicable) Certifications Buy America Transit Vehicle Manufacturer's DBE Certification Lobbying Bus Testing Requirements Protest Procedures For Federal Transit Administration Funded Projects Sun Tran Protest Procedures For Federal Transit Administration (FTA) Funded Projects Requirements/Conditions For All FTA Assisted Contracts This Contract is Subject to Federal Financial Assistance/Application of Provisions and Clauses This contract is funded in part by grants from the Federal Transit Administration (FTA)of the United States Department of Transportation. The award of any contract is subject to the requirements of financial assistance contracts between Sun Tran and the U.S. Department of Transportation. The Contractor is required to comply with all terms and conditions prescribed for third-party contracts by the U.S. Department of Transportation, Federal Transit Administration(FTA). If FTA requires any change to this Contract to comply with its requirements, both parties agree to amend the Contract as required by FTA. If such changes cause an increase or decrease in the work to be performed by the Contractor or the time for such performance, then the compensation to be paid the Contractor and time of performance shall be equitably adjusted. The required contract clauses, which are identified below as applicable to this solicitation,will be incorporated by reference in any contract resulting from this solicitation issued by Sun Tran. These solicitation provisions and required contract clauses are in addition to other General Specifications, Special and Technical Specifications, Bidding or Proposal Procedures, and Bid or Proposal Forms set forth in other sections of this solicitation which may also be incorporated by reference in any resulting contract. If there is any discrepancy in the language between this document and the General Specifications, Special and Technical Specifications, Bidding or Proposal Procedures and Bid or Proposal Forms set forth in other sections of this solicitation, the stricter of two shall govern. Some provisions and clauses require the bidder/proposer to execute and submit certain required certifications with the bid or proposal, which are included herein. Failure to execute and submit required certifications with the bid or proposal documents may render a bid or proposal non-responsive. Federal Disclaimer to Third Parties 1. The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. 2. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. Program Fraud and False or Fraudulent Statements and Related Acts - 31 U.S.C. § 3801 et seq., 49 CFR Part 31, 18 U.S.C. § 1001, 49 U.S.C. 5307 1. The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. 2. The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. 3. The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. Access to Third Party Contract Records (Form FTA Master Agreement MA (18) dated October 1, 2011) All contractors and third party subcontractors at each tier to provide to the U.S. Secretary of Transportation and the Comptroller General of the United States or their duly authorized representatives, access to all third party contract records as required by 49 U.S.C. § 5325(g). All contractors further agree to require its third party contractors and third party subcontractors, at each tier, to provide sufficient access to third party procurement records as needed for compliance with Federal laws and regulations or to assure proper Project management as determined by FTA. Prohibitions Against Exclusionary or Discriminatory Specifications—49 U.S.C. § 5323(h)(2) 1. Apart from inconsistent requirements imposed by Federal laws or regulations, Sun Tran agrees that it will comply with 49 U.S.C. § 5325 (h) by not expending or otherwise using any Federal assistance FTA has made available for the Project to support a procurement using exclusionary or discriminatory specifications. Changes to Federal Requirements -49 CFR Part 18 1. Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Agreement (Form FTA MA (18) dated October, 2011 between Sun Tran and FTA), as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. All standards or limits set forth in this Contract to be observed in the performance of the work are minimum requirements, unless modified by the FTA. Termination Provisions -49 U.S.C.Part 18, FTA Circular 4220.1F 1. Termination for Convenience (General Provision): Sun Tran may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to Sun Tran to be paid the Contractor. If the Contractor has any property in its possession belonging to Sun Tran, the Contractor will account for the same, and dispose of it in the manner Sun Tran directs. 2. Termination for Default [Breach or Cause] (General Provision): If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, Sun Tran may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by Sun Tran that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, Sun Tran, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. 3. Opportunity to Cure (General Provision): Sun Tran in its sole discretion may, in the case of a termination for breach or default, allow the Contractor to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to Sun Tran's satisfaction the breach or default or any of the terms, covenants, or conditions of this Contract after receipt of written notice from Sun Tran setting forth the nature of said breach or default, Sun Tran shall have the right to terminate the Contract without any further obligation to Contractor.Any such termination for default shall not in any way operate to preclude Sun Tran from also pursuing all available remedies against Contractor and its sureties for said breach or default. 4. Waiver of Remedies for any Breach: In the event that Sun Tran elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by Sun Tran shall not limit Sun Tran's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. 5. Termination for Convenience (Professional or Transit Service Contracts): Sun Tran, by written notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, Sun Tran shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. 6. Termination for Default(Supplies and Service): If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, Sun Tran may terminate this contract for default. Sun Tran shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of Sun Tran. 7. Termination for Default(Transportation Services): If the Contractor fails to pick up the commodities or to perform the services, including delivery services,within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, Sun Tran may terminate this contract for default. Sun Tran shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default.The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract. If this contract is terminated while the Contractor has possession of Recipient goods, the Contractor shall, upon direction of Sun Tran, protect and preserve the goods until surrendered to Sun Tran or its agent.The Contractor and Sun Tran shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of Sun Tran. 8. Termination for Default (Construction): If the Contractor refuses or fails to prosecute the work or any separable part,with the diligence that will insure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the Contractor fails to comply with any other provisions of this contract, Sun Tran may terminate this contract for default. Sun Tran shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, Sun Tran may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to Sun Tran resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by Sun Tran in completing the work. The Contractor's right toproceed shall not be terminated nor the Contractor charged with damages under this clause 9 9 9 if- a. the delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of Sun Tran, acts of another Contractor in theerformance of a contract with Sun Tran, epidemics,quarantine restrictions,strikes, PP , freight embargoes; and b. the contractor,within ten [10]days from the beginning of any delay, notifies Sun Tran in writing of the causes of delay. If in the judgment of Sun Tran, the delay is excusable, the time for completing the work shall be extended. The judgment of Sun Tran shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of Sun Tran. 9. Termination for Convenience or Default (Architect and Engineering): Sun Tran may terminate this contract in whole or in part, for Sun Tran's convenience or because of the failure of the Contractor to fulfill the contract obligations. Sun Tran shall terminate by delivering to the Contractor a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. If the termination is for the convenience of Sun Tran, the Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of the Contractor to fulfill the contract obligations, Sun Tran may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by Sun Tran. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of Sun Tran. 10. Termination for Convenience or Default (Cost-Type Contracts): Sun Tran may terminate this contract, or any portion of it, by serving a notice or termination on the Contractor. The notice shall state whether the termination is for convenience of Sun Tran or for the default of the Contractor. If the termination is for default, the notice shall state the manner in which the contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from Sun Tran, or property supplied to the Contractor by Sun Tran. If the termination is for default, Sun Tran may fix the fee, if the contract provides for a fee, to be paid the contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to Sun Tran and thearties shall negotiate the termination P 9 settlement to be paid the Contractor. If the termination is for the convenience of Sun Tran, the Contractor shall be paid its contract close-out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination. If, after serving a notice of termination for default, Sun Tran determines that the Contractor has an excusable reason for not performing, such as strike, fire, flood, events which are not the fault of and are beyond the control of the contractor, Sun Tran, after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. Civil Rights Requirements -29 U.S.C. § 623, 42 U.S.C. § 2000, 42 U.S.C. § 6102, 42 U.S.C. § 12112, 42 U.S.C. § 12132, 49 U.S.C. § 5332, 29 CFR Part 1630, 41 CFR Parts 60 et seq. 1. Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. 2. Equal Employment Opportunity- The following equal employment opportunity requirements apply to the underlying contract: a. Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. §2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq ., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. b. Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. c. Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 3. The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. Requirements for Disadvantaged Business Enterprises (DBE's) - 49 CFR Part 26 1. The Federal Fiscal Year goal has been set by Sun Tran in an attempt to match projected procurements with available qualified disadvantaged businesses. Sun Tran goals for budgeted service contracts, bus parts, and other material and supplies for Disadvantaged Business Enterprises have been established by Sun Tran as set forth by the Department of Transportation Regulations 49 C.F.R. Part 26, March 31, 1980, and amended by Section 106(c) of the Surface Transportation Assistance Act of 1987, and is considered pertinent to any contract resulting from this request for proposal. If a specific DBE goal is assigned to this contract, it will be clearly stated in the Legal Documents and Specifications, and if the contractor is found to have failed to exert sufficient, reasonable, and good faith efforts to involve DBE's in the work provided, Sun Tran may declare the Contractor noncompliant and in breach of contract. If a goal is not stated in the Special Specifications, it will be understood that no specific goal is assigned to this contract. a. Policy - It is the policy of the Department of Transportation and Sun Tran that Disadvantaged Business Enterprises, as defined in 49 CFR Part 26, and as amended in Section 106(c) of the Surface Transportation and Uniform Relocation Assistance Act of 1987, shall have the maximum opportunity to participate in the performance of Contract financed in whole or in part with federal funds under this Agreement. Consequently, the DBE requirements of 49 CFR Part 26 and Section 106(c) of the STURAA of 1987, apply to this Contract. The Contractor agrees to ensure that DBEs as defined in 49 CFR Part 26 and Section 106(c) of the STURAA of 1987 have the maximum opportunity to participate in the whole or in part with federal funds provided under this Agreement. In this regard, the Contractor shall take all necessary and reasonable steps in accordance with the regulations to ensure that DBEs have the maximum opportunity to compete for and perform subcontracts. The Contractor shall not discriminate on the basis of race, color, national origin, religion, sex, age or physical handicap in the award and performance of subcontracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or any such other remedy as the recipient deems appropriate. It is further the policy of Sun Tran to promote the development and increase the participation of businesses owned and controlled by disadvantaged. DBE involvement in all phases of Sun Tran procurement activities are encouraged. b. DBE obligation - The Contractor and its subcontractors agree to ensure that disadvantaged businesses have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with federal funds provided under the Agreement. In that regard, all Contractors and subcontractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 26 as amended, to ensure that minority business enterprises have the maximum opportunity to compete for and perform contracts. c. Where the Contractor is found to have failed to exert sufficient reasonable and good faith efforts to involve DBE's in the work provided, Sun Tran may declare the contractor noncompliant and in breach of contract. d. The Contractor will keep records and documents for a reasonable time following performance of this contract to indicate compliance with Sun Tran DBE program. These records and documents will be made available at reasonable times and places for inspection by any authorized representative of Sun Tran and will be submitted to Sun Tran upon request. e. Sun Tran will provide affirmative assistance as may be reasonable and necessary to assist the prime contractor in implementing their programs for DBE participation. The assistance may include the following upon request: • Identification of qualified DBE * Available listing of Minority Assistance Agencies * Holding bid conferences to emphasize requirements 2. DBE Program Definitions, as used in the contract: a. Disadvantaged business "means a small business concern": i. Which is at least 51 percent owned by one or more socially and economically disadvantaged individuals, or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more socially and economically disadvantaged individuals; and ii. Whose management and daily business operations are controlled by one or more of the socially and economically disadvantaged individuals who own it. or iii. Which is at least 51 percent owned by one or more women individuals, or in the case of any publicly owned business, at least 51% of the stock of which is owned by one or more women individuals; and iv. Whose management and daily business operations are controlled by one or more women individuals who own it. b. "Small business concern" means a small business as defined by Section 3 of the Small Business Act and Appendix B - (Section 106(c)) Determinations of Business Size. c. "Socially and economically disadvantaged individuals" means those individuals who are citizens of the United States(or lawfully admitted permanent residents and who are black Americans, Hispanic Americans, Native Americans, Asian-Pacific Americans, Asian-Indian Americans, or women, and any other minorities or individuals found to be disadvantaged by the Small Business Administration pursuant to section 8(a) of the Small Business Act. i. "Black Americans", which includes persons having origins in any of the Black racial groups of Africa; ii. "Hispanic Americans", which includes persons of Mexican, Puerto Rican, Cuba, Central or South American, or other Spanish or Portuguese culture or origin, regardless of race; iii. "Native Americans", which includes persons who are American Indians, Eskimos, Aleuts, or Native Hawaiians; iv. "Asian-Pacific Americans", which includes persons whose origins are from Japan, China, Taiwan, Korea, Vietnam, Laos, Cambodia, the Philippines, Samoa, Guam, the U.S. Trust Territories of Pacific, and the Northern Marianas; v. "Asian-Indian Americans", which includes persons whose origins are from India, Pakistan, and Bangladesh. 3. Prime contractors are required to pay subcontractors for satisfactory performance of their contracts no later than 30 days from receipt of each payment made by Sun Tran to the prime contractor. If applicable, the Prime contractor is to pay all retainage owed to the DBE subcontractor within 30 days of satisfactory completion of the contracted work. For the purposes of this section, a subcontractor's work is satisfactorily completed when all the tasks called for in the subcontract have been accomplished and documented by the prime contractor as required by Sun Tran. Sun Tran will continue to hold full retainage as provided for under the Arizona Revised Statutes. Prime contractors must provide notice to DBE firms that complaints of violations of the prompt payment provision may be submitted in writing to Sun Tran Office of Equal Opportunity Programs Director, 201 N. Stone Ave., 3rd Floor NW, Tucson Arizona 85701. The complaint shall set forth the facts and identify the prime contractor and the project. Incorporation Of Federal Transit Administration (FTA)Terms - FTA Circular 4220.1 F Incorporation of Federal Transit Administration (FTA)Terms -The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any of Sun Tran's requests which would cause Sun Tran to be in violation of the FTA terms and conditions. Requirements for Contracts Exceeding $25,000 Debarment and Suspension Requirements -49 CFR Part 29, Executive Order 12549 Debarment, Suspension, and Other Responsibility Matters - (Third Party Contracts over $25,000). The Recipient agrees to comply, and assures the compliance of each subrecipient, lessee, third party contractor, or other participant at any tier of the Project, with Executive Orders Nos. 12549 and 12689, "Debarment and Suspension... 31 U.S.C. §6101 note, and U.S. DOT regulations, "Nonprocurement Suspension and Debarment," 2 C.F.R. Part 1200, which adopts and supplements the provisions of U.S. Office of Management FTA Master Agreement MA(16), 10-1- 2009 17 and Budget (U.S. OMB) "Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement)," 2 C.F.R. Part 180. The Recipient agrees to, and assures that its subrecipients, lessees, third party contractors, and other participants at any tier of the Project will, review the "Excluded Parties Listing System" at http://epls.gov/ before entering into any subagreement, lease, third party contract, or other arrangement in connection with the Project. Requirements for Contracts Exceeding $100,000 Access To Records And Reports -49 U.S.C. 5325, 18 CFR 18.36 (i), 49 CFR 633.17 Record Retention During the course of the Project and for three years thereafter from the date of transmission of the final expenditure report, the Recipient agrees to maintain intact and readily accessible all data, documents, reports, records, subagreements, leases, third party contracts, and supporting materials related to the Project as the Federal Government may require. Access to Records of Recipients and Subrecipients The Recipient agrees to permit, and require its subrecipients to permit, the U.S. Secretary of Transportation, the Comptroller General of the United States, and, to the extent appropriate, the State, or their authorized representatives, upon their request to inspect all Project work, materials, payrolls, and other data, and to audit the books, records, and accounts of the Recipient and its subrecipients pertaining to the Project, as required by 49 U.S.C. § 5325(g), 18 CFR 18.36(i), 49 CFR 633.17 Buy America Requirements -49 U.S.C. 5323(j), 49 CFR Part 661 Buy America Provision: Steel and Manufactured Products Other than Buses, Rolling Stock and Associated Equipment The contractor agrees to comply with 49 U.S.C. 5323(j)and 49 CFR Part 661, which provide that Federal funds may not be obligated unless steel, iron,and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 CFR 661.7, and include final assembly in the United States for 15 passenger vans and 15 passenger wagons produced by Chrysler Corporation, microcomputer equipment, software, and small purchases (currently less than $100,000) made with capital, operating, or planning funds. Separate requirements for rolling stock are set out at 5323(j)(2)(C) and 49 CFR 661.11. Rolling stock not subject to a general waiver must be manufactured in the United States and have a 60 percent domestic content. A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification (see Certification section) with all bids on FTA-funded contracts, of$100,000 and above, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive.This requirement does not apply to lower tier subcontractors. Provisions For Resolution Of Disputes, Breaches, Defaults Or Other Litigation -49 CFR Part 18, FTA Circular 4220.1F Disputes Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of Sun Tran. This decision shall be final and conclusive unless within ten (10)days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the authorized representative of Sun Tran. In connection with any such appeal,the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the authorized representative of Sun Tran shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute Unless otherwise directed by Sun Tran, Contractor shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between Sun Tran and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which Sun Tran is located. Rights and Remedies The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by Sun Tran, Architect or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. Lobbying Requirements -31 U.S.C. 1352, 49 CFR Part 19, 49 CFR Part 20 Contractors who apply or bid for an award of$100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency,a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to Sun Tran. Bonding Requirements for Construction Activities; may be imposed for non-construction activities Refer to the Special Terms& Conditions of this Solicitation for Bid Bond Requirements (Construction ) Performance and Payment Bonding Requirements (Construction) Performance and Payment Bonding Requirements (Non-Construction) Advance Payment Bonding Requirements Patent Infringement Bonding Requirements (Patent Indemnity) Warranty of the Work and Maintenance Bonds Clean Water Requirements - 33 U.S.C. 1251 1. The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq . The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. 2. The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA Clean Air Requirements -42 U.S.C. 7401 et seq., 40 CFR 15.61, 49 CFR Part 18 1. The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq . The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. 2. The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA U.S.C. 696 2 40 CFR Part Requirements for Recycled Products - 247, Executive Order 12873 The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. Cargo Preference Cargo Preference - 46 U.S.C. 1241, 46 CFR Part 381 Acquisition of Property Shipped by Ocean Vessel: Pursuant to 46 C.F.R. Part 381, the following clauses must be inserted in all contracts under which equipment, materials or commodities may be transported by ocean vessel in carrying out the Project. The contractor agrees to: a. use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage(computed separately for dry bulk carriers, dry cargo liners, and tankers)involved,whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels; b. furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on-board" commercial ocean bill-of-lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient(through the contractor in the case of a subcontractor's bill-of-lading.) c. include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel. Acquisition of Property Shipped by Air(Fly America): Fly America Requirements-The Contractor agrees to comply with 49 U.S.C. 40118(the"Fly America"Act) in accordance with the General Services Administration's regulations at 41 CFR Part 301-10, which provide that recipients and subrecipients of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S Government-financed international air travel and transportation of their personal effects or property,to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Contractor shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. The Contractor agrees to include the requirements of this section in all subcontracts that may involve international air transportation. Construction Activities Equal Employment Opportunity (Does not apply for supplies/raw materials procurements) Equal Employment Opportunity All construction contracts in excess of$10,000 by grantees and their contractors or subgrantees shall contain a provision requiring compliance with Executive Order 11246, entitled "Equal Employment Opportunity", as amended by Executive Order 11375, and as supplemented in Department of Labor regulations (41 C.F.R. Part 60). The following clauses shall be included: Nondiscrimination During the performance of this contract, the contractor agrees as follows: a. The contractor will not discriminate against any employee or applicant for employment because of race,color, religion, sex, disability, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, disability, or national origin. Such action shall include but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. b. The contractor will,in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, disability, or national origin. c. The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the labor union or workers' representative of the contractor's commitments under Section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. d. The contractor will comply with all provisions of Executive Order No. 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. e. The contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the Secretary of Labor and the FTA for purposes of investigation to ascertain compliance with such rules, regulations, and orders. f. In the event of the contractor's noncompliance with the nondiscrimination clauses of this agreement or with any of such rules,regulations or orders,this agreement may be cancelled,terminated,or suspended in whole or in part and the contractor may be declared ineligible for further Federal or Federally assisted contracts in accordance with procedures authorized in Executive No. Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. g. The contractor will include the provisions of paragraphs(a)through(g)of this subsection in every subcontract or purchase order unless exempted by rules, regulations,or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965,so that such provisions shall be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the Secretary of Labor or the FTA may direct as a means of enforcing such provisions, including sanctions for noncompliance; provided, however, that if a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States." Specifications The following clauses must also be included in all construction contracts and subcontracts over $10,000, in geographical areas designated pursuant to 41 C.F.R. 60-4.3: "Standard Federal Equal Employment Opportunity Construction Contract Specifications (Executive Order No. 11246): 1. As used in these specifications: a. "Covered Area" means the geographical area described in the solicitation from which this contract resulted; b. "Director" means Director, Office of Federal Contract Compliance Programs, United States Department of Labor, or any person to whom the Director delegates authority; c. "Employer Identification Number" means the federal social security number used on the employer's quarterly federal tax return, U.S. Treasury Department Form 941. d. "Minority" includes: i. Black(all persons having origins in any of the black African racial groups not of Hispanic origin); ii. Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central or South American, or other Spanish culture or origin, regardless of race); iii. Asian and Pacific Islander (all persons having origins in any of the original peoples of the Far East, Southeast Asia, the Indian subcontinent, or the Pacific Islands); and iv. American Indian or Alaskan Native (all persons having origins in any of the original peoples of North America and maintaining identifiable tribal affiliations through membership and participation or community identification). 2. Whenever the contractor, or any subcontractor at any tier, subcontracts a portion of the work involving any construction trade, it shall physically include in each subcontract in excess of$10,000 the provisions of these specifications and the notice which contains the applicable goals for minority and female participation and which is set forth in the solicitations from which this contract resulted. 3. If the contractor is participating (pursuant to 41 C.F.R. 60-4.5) in a hometown plan approved by the U.S. Department of Labor in the covered area,either individually or through an association,its affirmative action obligations on all work in the plan area (including goals and timetables) shall be in accordance with that plan for those trades which have unions participating in the plan. Contractors must be able to demonstrate their participation in and compliance with the provisions of any such hometown plan. Each contractor or subcontractor participating in an approved plan is individually required to comply with its obligations under the EEO clause,and to make a good faith effort to achieve each goal under the plan in each trade in which it has employees. The overall good faith performance by other contractors or subcontractors toward a goal in an approved plan does not excuse any covered contractor's or subcontractor's failure to make good faith efforts to achieve the plan goals and timetables. 4. The contractor shall implement the specific affirmative action standards provided in paragraphs (7)(a) through (p)of these specifications. The goals set forth in the solicitation from which this contract resulted are expressed as percentages of the total hours of employment and training of minority and female utilization the contractor should reasonably be able to achieve in each construction trade in which it has employees in the covered area. Covered construction contractors performing construction work in geographical areas where they do not have a Federal or Federally assisted construction contract shall apply the minority and female goals established for the geographical area where the work is being performed. Goals are published periodically in the Federal Register in notice form, and such notices may be obtained from any Federal Contract Compliance Program Office or from Federal Procurement Contracting Officers. The contractor is expected to make substantially uniform progress toward its goal in each craft during the period specified. 5. Neither the provisions of any collective bargaining agreement, nor the failure by a union with whom the contractor has a collective bargaining agreement, to refer either minorities or women shall excuse the contractors obligations under these specifications, Executive Order No. 11246, or the regulations promulgated pursuant thereto. 6. In order for the nonworking training hours of apprentices and trainees to be counted in meeting the goals, such apprentices and trainees must be employed by the contractor during the training period, and the contractor must have made a commitment to employ the apprentices and trainees at the completion of their training, subject to the availability of employment opportunities. Trainees must be trained pursuant to training programs approved by the U. S. Department of Labor. 7. The contractor shall take specific affirmative actions to ensure equal employment opportunity. The evaluation of the contractors compliance with these specifications shall be based upon its effort to achieve maximum results from its actions. The contractor shall document these efforts fully, and shall implement affirmative action steps at least as extensive as the following: a. Ensure and maintain a working environment free of harassment, intimidation, and coercion at all sites, and in all facilities at which the contractor's employees are assigned to work. The contractor, where possible, will assign two or more women to each construction project. The contractor shall specifically ensure that all foremen, superintendents, and other on-site supervisory personnel are aware of and carry out the contractor's obligation to maintain such a working environment,with specific attention to minority or female individuals working at such sites or in such facilities. b. Establish and maintain a current list of minority and female recruitment sources, provide written notice to minority and female recruitment sources and to community organizations when the contractor or its unions have employment opportunities available, and maintain a record of the organizations' responses. c. Maintain a current file of the names, addresses, and telephone numbers of each minority and female off-the-street applicant and minority or female referral from a union, a recruitment source or community organization and of what action was taken with respect to each such individual. If such individual was sent to the union hiring hall for referral and was not referred back to the contractor by the union or, if referred, not employed by the contractor, this shall be documented in the file with the reason therefor,along with whatever additional actions the contractor may have taken. d. Provide immediate written notification to the Director when the union or unions with which the contractor has a collective bargaining agreement has not referred to the contractor a minority person or woman sent by the contractor, or when the contractor has other information that the union referral process has impeded the contractor's efforts to meet its obligations. e. Develop on-the-job training opportunities and/or participate in training programs for the area which expressly include minorities and women, including upgrading programs and apprenticeship and trainee programs relevant to the contractor's employment needs, especially those programs funded or approved by the Department of Labor. The contractor shall provide notice of these programs to the sources compiled under(7)(b)above. f. Disseminate the contractor's EEO policy by providing notice of the policy to unions and training programs and requesting their cooperation in assisting the contractor in meeting its EEO obligations; by including it in any policy manual and collective bargaining agreement; by publicizing it in the company newspaper, annual report, etc.; by specific review of the policy with all management personnel and with all minority and female employees at least once a year; and by posting the company EEO policy on bulletin boards accessible to all employees at each location where construction work is performed. g. Review, at least annually, the company's EEO policy and affirmative action obligations under these specifications with all employees having responsibility for hiring, assignment, layoff, termination or other employment decisions including specific review of these items with on-site supervisory personnel such as superintendents, general foreman, etc., prior to the initiation of construction work at any job site. A written record shall be made and maintained identifying the time and place of these meetings, persons attending, subject matter discussed, and disposition of the subject matter. h. Disseminate the contractor's EEO policy externally by including it in any advertising in the news media, specifically including minority and female news media, and providing written notification to and discussing the contractor's EEO policy with other contractors and subcontractors with whom the contractor does or anticipates doing business. Direct recruitment efforts, both oral and written,to minority,female, and community organizations, to schools with minority and female students and to minority and female recruitment and training organizations serving the contractor's recruitment area and employment needs. Not later than one month prior to the date for the acceptance of applications for apprenticeship or other training by any recruitment source, the contractor shall send written notice to organizations such as the above, describing the openings, screening procedures, and tests to be used in the selection process. j. Encourage present minority and female employees to recruit other minority persons and women and, where reasonable, provide after school, summer and vacation employment to minority and female youth, both on the site and in other areas of the contractor's work force. k. Validate all tests and other selection requirements where there is an obligation to do so under 41 C.F.R. Part 60-3. Conduct, at least annually, an inventory and evaluation at least of all minority and female personnel for promotional opportunities and encourage these employees to seek or to prepare for, through appropriate training, etc., such opportunities. m. Ensure that seniority practices, job classifications, work assignments, and other personnel practices do not have a discriminatory effect by continually monitoring all personnel and employment related activities to ensure that the EEO policy and the contractor's obligations under these specifications are being carried out. n. Ensure that all facilities and company activities are nonsegregated except that separate or single- user toilet and necessary changing facilities shall be provided to assure privacy between sexes. o. Document and maintain a record of all solicitations of offers for subcontracts from minority and female construction contractors and suppliers, including circulation of solicitations to minority and female contractor associations and other business associations. p. Conduct a review, at least annually, of all supervisors' adherence to and performance under the contractor's EEO policies and affirmative action obligations. 8. Contractors are encouraged to participate in voluntary associations that assist in fulfilling one or more of their affirmative action obligations set forth in paragraphs (7)(a) through (p). The efforts of a contractor association,joint contractor-union, contractor-community, or other similar group of which the contractor is a member and participant, may be asserted as fulfilling any one or more of its obligations under paragraphs (7)(a) through (p) of these specifications, provided that the contractor actively participates in the group, makes every effort to assure that the group has a positive impact on the employment of minorities and women in the industry, ensures that the concrete benefits of the program are reflected in the contractor's minority and female work force participation, makes a good faith effort to meet its individual goals and timetables, and can provide access to documentation that demonstrates the effectiveness of actions taken on behalf of the contractor. The obligation to comply, however, is the contractor's and failure of such a group to fulfill an obligation shall not be a defense for the contractor's noncompliance. 9. A single goal for minorities and a separate single goal for women have been established. The contractor, however, is required to provide equal employment opportunity and to take affirmative action for all minority groups, both male and female, and all women, both minority and non-minority. Consequently, the contractor may be in violation of the Executive Order if a particular group is employed in a substantially disparate manner (even though the contractor has achieved its goal for women generally, the contractor may be in violation of the Executive Order if a specific minority group of women is underutilized). 10. The contractor shall not use the goals and timetables or affirmative action standards to discriminate against any person because of race, color, religion, sex, or national origin. 11. The contractor shall not enter into any subcontract with any person or firm debarred from government contracts pursuant to Executive Order No. 11246. 12. The contractor shall carry out such sanctions and penalties for violation of these specifications and of the equal opportunity clause, including suspension, termination and cancellation of existing subcontracts as may be imposed or ordered pursuant to Executive Order No. 11246, as amended, and its implementing regulations, by the Office of Federal Contract Compliance Programs. Any contractor who fails to carry out such sanctions and penalties shall be in violation of these specifications and Executive Order No. 11246, as amended. 13. The contractor, in fulfilling its obligations under these specifications, shall implement specific affirmative action steps, at least as extensive as those standards prescribed in paragraph (7)of these specifications, so as to achieve maximum results from its efforts to ensure equal employment opportunity. If the contractor fails to comply with the requirements of the Executive Order, the implementing regulations, or these specifications, the Director shall proceed in accordance with 41 C.F.R. 60-4.8. 14. The contractor shall designate a responsible official to monitor all employment related activity to ensure that the company EEO policy is being carried out, to submit reports relating to the provisions hereof as may be required by the Government and to keep records. Records shall at least include for each employee the name, address, telephone numbers, construction trade, union affiliation if any, employee identification number when assigned,social security number, race,sex,status(e.g., mechanic,apprentice trainee, helper, or laborer), dates of changes in status, hours worked per week in the indicated trade, rate of pay, and locations at which the work was performed. Records shall be maintained in an easily understandable and retrievable form; however,to the extent that existing records satisfy this requirement, contractors shall not be required to maintain separate records. 15. Nothing herein provided shall be construed as a limitation upon the application of other laws that establish different standards of compliance or upon the application of requirements for the hiring of local or other area residents (e.g., those under the Public Works Employment Act of 1977 and the Community Development Block Grant Program)." Notice Contractor agrees to include the following notice in all construction subcontracts over $10,000, in geographical areas designated pursuant to 41 C.F.R. 60-4.2: "Notice of Requirement for Affirmative Action to Ensure Equal Employment Opportunity(Executive Order 11246): 1. The offeror's or bidder's attention is called to the"Equal Opportunity Clause"and the"Standard Federal Equal Employment Specifications" set forth herein. 2. a. The goals and the timetables for minority and female participation, expressed in percentage terms for the contractor's aggregate work force in each trade on all construction work in the covered area, are as follows: Timetables Goals for Minority Goals for Female Participation for Each Trade Participation in Each Trade Insert Goals for Each Year Insert Goals for Each Year b. These goals are applicable to all the contractor's construction work (whether or not it is Federal or Federally assisted) performed in the covered area. If the contractor performs construction work in a geographical area located outside of the covered area, it shall apply the goals established for such geographical area where the work is actually performed. With regard to this second area, the contractor also is subject to the goals for both its Federally involved and nonfederally involved construction. c. The contractor's compliance with the Executive Order and the regulations at 41 C.F.R. Part 60-4 shall be based on its implementation of the Equal Opportunity Clause, specific affirmative action obligations required by the specifications set forth at 41 C.F.R. Part 60-4.3(a), and its efforts to meet the goals. The hours of minority and female employment and training must be substantially uniform throughout the length of the contract,and in each trade,and the contractor shall make a good faith effort to employ minorities and women evenly on each of its projects. The transfer of minority or female employees or trainees from contractor to contractor or from project to project for the sole purpose of meeting the contractor's goals shall be a violation of the contract,the Executive Order, and the regulations in C.F.R. Part 60-4. Compliance with the goals will be measured against the total work hours performed. 3. The contractor shall provide written notification to the Director of the Office of Federal Contract Compliance Programs within 10 working days of award of any construction subcontract in excess of$10,000 at any tier for construction work under the contract resulting from this solicitation. The notification shall list the name, address, and telephone number of the subcontractor; employer identification number of the subcontractor; estimated dollar amount of the subcontract; estimated starting and completion dates of the subcontract; and the geographical area in which the subcontract is to be performed. 4. As used in this notice, and in the contract resulting from this solicitation, the"covered area" is miscellaneous sites within the city limits of Tucson, Pima County, State of Arizona." Construction Employee Protection Requirements: (except for contracts < $2,000, or for supplies/raw materials) Davis Bacon Act-40 USC §§ 3142(a), 29 CFR§ 5.5(a) Copeland Anti-Kickback Act- 18 U.S.C. §874, 29 C.F.R. § 3, 29 C.F.R. § 5.5(a)(1)through (10) Contract Work Hours & Safety Standards Act-40 U.S.C. §3701, 29 C.F.R. § 5.5(b) Federal Labor Standards Provision [Code of Federal Regulations] than a weekly period(but not less often than representatives, and the contracting officer [Title 29,Volume 1,Parts 0 to 99] quarterly)under plans,funds,or programs agree on the classification and wage rate [Revised as of July 1, 1998] which cover the particular weekly period,are (including the amount designated for fringe From the U.S. Government Printing Office deemed to be constructively made or incurred benefits where appropriate), a report of the via GPO Access during such weekly period. Such laborers action taken shall be sent by the contracting (http://www.access.gpo.gov/nara/cfr/index. and mechanics shall be paid the appropriate officer to the Administrator of the Wage and html) wage rate and fringe benefits on the wage Hour Division, Employment Standards [CITE: 29CFR5.5] determination for the classification of work Administration, U.S. Department of Labor, actually performed,without regard to skill, Washington, DC 20210. The Administrator, [Page 110-116] except as provided in 29 CFR Part 5.5(a)(4). or an authorized representative,will approve, Laborers or mechanics performing work in modify,or disapprove every additional TITLE 29--LABOR more than one classification may be classification action within 30 days of receipt compensated at the rate specified for each and so advise the contracting officer or will PART 5--LABOR STANDARDS classification for the time actually worked notify the contracting officer within the 30-day PROVISIONS APPLICABLE TO therein: Provided,That the employer's payroll period that additional time is necessary. CONTRACTS COVERING FEDERALLY records accurately set forth the time spent in FINANCED AND ASSISTED each classification in which work is (C)In the event the contractor,the laborers or CONSTRUCTION (ALSO LABOR performed. The wage determination mechanics to be employed in the STANDARDS PROVISIONS APPLICABLE (including any additional classifications and classification or their representatives,and the TO NONCONSTRUCTION CONTRACTS wage rates conformed under paragraph(1)(ii) contracting officer do not agree on the SUBJECT TO THE CONTRACT WORK of this section)and the Davis-Bacon poster proposed classification and wage rate HOURS AND SAFETY STANDARDS ACT) (WH-1321)shall be posted at all times by the (including the amount designated for fringe contractor and its subcontractors at the site of benefits,where appropriate),the contracting Subpart A--Davis-Bacon and Related the work in a prominent and accessible place officer shall refer the questions, including the Acts Provisions and Procedures where it can be easily seen by the workers. views of all interested parties and the recommendation of the contracting officer,to Sec. 5.5 Contract provisions and related , the Administrator for determination. The matters. ii) (A)The contracting officer shall require Administrator,or an authorized that any class of laborers or mechanics, representative,will issue a determination (1)Minimum wages (i)All laborers and including helpers,which is not listed in the within 30 days of receipt and so advise the mechanics employed or working upon the site wage determination and which is to be contracting officer or will notify the contracting of the work(or under the United States employed under the contract shall be officer within the 30-day period that additional Housing Act of 1937 or under the Housing Act classified in conformance with the wage time is necessary. of 1949 in the construction or development of determination. The contracting officer shall the project),will be paid unconditionally and approve an additional classification and wage (D)The wage rate(including fringe benefits not less often than once a week, and without rate and fringe benefits therefore only when where appropriate)determined pursuant to subsequent deduction or rebate on any the following criteria have been met: paragraphs(a)(1)(ii)(B)or(C)of this section, account(except such payroll deductions as shall be paid to all workers performing work in are permitted by regulations issued by the (1)Except with respect to helpers as defined the classification under this contract from the Secretary of Labor under the Copeland Act as 29 CFR 5.2(n)(4),the work to be first day on which work is performed in the (29 CFR part 3)),the full amount of wages performed by the classification requested is classification. and bona fide fringe benefits(or cash not performed by a classification in the wage equivalents thereof)due at time of payment determination;and (iii)Whenever the minimum wage rate prescribed in the contract for a class of computed at rates not less than those contained in the wage determination of the (2)The classification is utilized in the area by laborers or mechanics includes a fringe Secretary of Labor which is attached hereto the construction industry;and benefit which is not expressed as an hourly and made a part hereof, regardless of any rate,the contractor shall either pay the benefit contractual relationship which may be alleged (3)The proposed wage rate, including any as stated in the wage determination or shall to exist between the contractor and such bona fide fringe benefits, bears a reasonable pay another bona fide fringe benefit or an laborers and mechanics. relationship to the wage rates contained in hourly cash equivalent thereof. the wage determination;and (iv) If the contractor does not make payments Contributions made or costs reasonably anticipated for bona fide fringe benefits under (4)With respect to helpers as defined in 29 to a trustee or other third person,the section 1(b)(2)of the Davis-Bacon Act on CFR 5.2(n)(4),such a classification prevails in contractor may consider as part of the wages behalf of laborers or mechanics are the area in which the work is performed. of any laborer or mechanic the amount of any costs reasonably anticipated in providing considered wages paid to such laborers or mechanics,subject to theprovisions of bona fide frrve benefits under a plan or (B)If the contractor and the laborers and program, Provided,That the Secretary of paragraph(1)(iv)of this section; also, regular mechanics to be employed in the Labor has found, upon the written request of contributions made or costs incurred for more classification(if known),or their the contractor,that the applicable standards of the Davis-Bacon Act have been met. The other Federal contract with the same prime purchased from the Superintendent of Secretary of Labor may require the contractor contractor,or any other federally-assisted Documents(Federal Stock Number 029-005- to set aside in a separate account assets for contract subject to Davis-Bacon prevailing 00014-1), U.S.Government Printing Office, the meeting of obligations under the plan or wage requirements,which is held by the Washington, DC 20402. The prime contractor ' program. same prime contractor,so much of the is responsible for the submission of copies of (v)(A)The contracting officer shall require that accrued payments or advances as may be payrolls by all subcontractors. any class of laborers or mechanics which is considered necessary to pay laborers and not listed in the wage determination and mechanics, including apprentices,trainees, (B)Each payroll submitted shall be which is to be employed under the contract and helpers,employed by the contractor or accompanied by a"Statement of shall be classified in conformance with the any subcontractor the full amount of wages Compliance,"signed by the contractor or wage determination. The contracting officer required by the contract. In the event of subcontractor or his or her agent who pays or shall approve sh a app o e an additional classification and failure to pay any laborer or mechanic, supervises the payment of the persons wage rate and fringe benefits therefor only including any apprentice,trainee,or helper, employed under the contract and shall certify when the following criteria have been met: employed or working on the site of the work the following: (or under the United States Housing Act of (1)That the payroll for the payroll period (1)The work to be performed by the 1937 or under the Housing Act of 1949 in the contains the information required to be classification requested is not performed by a construction or development of the project), maintained under section 5.5(a)(3)(i)of classification in the wage determination;and all or part of the wages required by the Regulations,29 CFR part 5 and that such contract,Sun Tran may,after written notice to information is correct and complete; (2)The classification is utilized in the area by the contractor,sponsor,applicant,or owner, the construction industry; and take such action as may be necessary to (2)That each laborer or mechanic(including cause the suspension of any further payment, each helper,apprentice,and trainee) (3)The proposed wage rate,including any advance,or guarantee of funds until such employed on the contract during the payroll bona fide fringe benefits, bears a reasonable violations have ceased. period has been paid the full weekly wages relationship to the wage rates contained in earned,without rebate, either directly or the wage determination. (3)Payrolls and basic records-(i)Payrolls indirectly,and that no deductions have been and basic records relating thereto shall be made either directly or indirectly from the full (B)If the contractor and the laborers and maintained by the contractor during the wages earned, other than permissible mechanics to be employed in the course of the work and preserved for a period deductions as set forth in Regulations,29 classification(if known),or their of three years thereafter for all laborers and CFR part 3; representatives, and the contracting officer mechanics working at the site of the work(or agree on the classification and wage rate under the United States Housing Act of 1937, (3)That each laborer or mechanic has been (including the amount designated for fringe or under the Housing Act of 1949, in the paid not less than the applicable wage rates benefits where appropriate),a report of the construction or development of the project). and fringe benefits or cash equivalents for the action taken shall be sent by the contracting Such records shall contain the name, classification of work performed,as specified officer to the Administrator of the Wage and address,and social security number of each in the applicable wage determination Hour Division, Employment Standards such worker, his or her correct classification, incorporated into the contract. Administration,Washington, DC 20210. The hourly rates of wages paid(including rates of Administrator, or an authorized contributions or costs anticipated for bona (C)The weekly submission of a properly representative,will approve,modify,or fide fringe benefits or cash equivalents executed certification set forth on the reverse disapprove every additional classification thereof of the types described in section side of Optional Form WH-347 shall satisfy action within 30 days of receipt and so advise 1(b)(2)(B)of the Davis-Bacon Act), daily and the requirement for submission of the the contracting officer or will notify the weekly number of hours worked,deductions "Statement of Compliance"required by contracting officer within the 30-day period made and actual wages paid. Whenever the paragraph(a)(3)(ii)(B)of this section. that additional time is necessary. Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv)that the wages of any laborer or (D)The falsification of any of the above (C)In the event the contractor,the laborers or mechanic include the amount of any costs certifications may subject the contractor or mechanics to be employed in the reasonably anticipated in providing benefits subcontractor to civil or criminal prosecution classification or their representatives,and the under a plan or program described in section under section 1001 of title 18 and section 231 contracting officer do not agree on the 1(b)(2)(B)of the Davis-Bacon Act,the of title 31 of the United States Code. proposed classification and wage rate contractor shall maintain records which show (including the amount designated for fringe that the commitment to provide such benefits (iii)The contractor or subcontractor shall benefits,where appropriate),the contracting is enforceable,that the plan or program is make the records required under paragraph officer shall refer the questions,including the financially responsible,and that the plan or (a)(3)(i)of this section available for views of all interested parties and the program has been communicated in writing to inspection,copying,or transcription by recommendation of the contracting officer,to the laborers or mechanics affected, and authorized representatives of the Federal the Administrator for determination. The records which show the costs anticipated or Transit Administration or the Department of Administrator,or an authorized the actual cost incurred in providing such Labor, and shall permit such representatives representative,will issue a determination with benefits. Contractors employing apprentices to interview employees during working hours 30 days of receipt and so advise the or trainees under approved programs shall on the job. If the contractor or subcontractor contracting officer or will notify the contracting maintain written evidence of the registration of fails to submit the required records or to make officer within the 30-day period that additional apprenticeship programs and certification of them available,the Federal agency may, after time is necessary. trainee programs,the registration of the written notice to the contractor,sponsor, apprentices and trainees,and the ratios and applicant,or owner,take such action as may (D)The wage rate(including fringe benefits wage rates prescribed in the applicable be necessary to cause the suspension of any where appropriate)determined pursuant to programs. further payment,advance,or guarantee of paragraphs(a)(1)(v)(B)or(C)of this section, funds. Furthermore,failure to submit the shall be paid to all workers performing work in (ii)(A)The contractor shall submit weekly for required records upon request or to make the each week in which any contract work is such records available may be grounds for classification under this contract from the first performed a copy of all payrolls to Sun Tran debarment action pursuant to 29 CFR 5.12. day on which work is performed in the for transmission to the Federal Transit classification. Administration. The payrolls submitted shall (4)Apprentices and trainees-(i) set out accurately and completely all of the Apprentices-Apprentices will be permitted to (2)Withholding-Sun Tran shall upon its information required to be maintained under work at less than the predetermined rate for own action or upon written request of an section 5.5(a)(3)(i)of Regulations,29 CFR the work they performed when they are authorized representative of the Department part 5.This information may be submitted in employed pursuant to and individually of Labor withhold or cause to be withheld any form desired. Optional Form WH-347 is registered in a bona fide apprenticeship from the contractor under this contract or any available for this purpose and may be program registered with the U.S. Department of Labor,Employment and Training journeyman hourly rate specified in the accordance with the procedures of the Administration,Bureau of Apprenticeship and applicable wage determination.Trainees shall Department of Labor set forth in 29 CFR parts Training,or with a State Apprenticeship be paid fringe benefits in accordance with the 5,6,and 7. Disputes within the meaning of Agency recognized by the Bureau,or if a provisions of the trainee program. If the this clause include disputes between the person is employed in his or her first 90 days trainee program does not mention fringe contractor(or any of its subcontractors)and of probationary employment as an apprentice benefits,trainees shall be paid the full amount the contracting agency,the U.S. Department in such an apprenticeship program,who is of fringe benefits listed on the wage of Labor,or the employees or their not individually registered in the program, but determination unless the Administrator of the representatives. who has been certified by the Bureau of Wage and Hour Division determines that Apprenticeship and Training or a State there is an apprenticeship program (10)Certification of eligibility-(i)By Apprenticeship Agency(where appropriate)to associated with the corresponding entering into this contract,the contractor be eligible for probationary employment as an journeyman wage rate on the wage certifies that neither it(nor he or she)nor any apprentice. The allowable ratio of determination which provides for less than full person or firm who has an interest in the apprentices to journeymen on the job site in fringe benefits for apprentices. Any employee contractor's firm is a person or firm ineligible any craft classification shall not be greater listed on the payroll at a trainee rate who is to be awarded Government contracts by than the ratio permitted to the contractor as to not registered and participating in a training virtue of section 3(a)of the Davis-Bacon Act the entire work force under the registered plan approved by the Employment and or 29 CFR 5.12(a)(1). program. Any worker listed on a payroll at an Training Administration shall be paid not less apprentice wage rate,who is not registered or than the applicable wage rate on the wage (ii)No part of this contract shall be otherwise employed as stated above,shall be determination for the classification of work subcontracted to any person or firm ineligible paid not less than the applicable wage rate on actually performed. In addition, any trainee for award of a Government contract by virtue the wage determination for the classification performing work on the job site in excess of of section 3(a)of the Davis-Bacon Act or 29 of work actually performed. In addition,any the ratio permitted under the registered CFR 5.12(a)(1). apprentice performing work on the job site in program shall be paid not less than the excess of the ratio permitted under the applicable wage rate on the wage (iii)The penalty for making false statements is registered program shall be paid not less than determination for the work actually performed. prescribed in the U.S.Criminal Code, 18 the applicable wage rate on the wage In the event the Employment and Training U.S.C. 1001. determination for the work actually performed. Administration withdraws approval of a Where a contractor is performing construction training program,the contractor will no longer , on a project in a locality other than that in be permitted to utilize trainees at less than which its program is registered,the ratios and the applicable predetermined rate for the wage rates(expressed in percentages of the work performed until an acceptable program Contract Work Hours and journeyman's hourly rate)specified in the is approved. SafetyStandards contractor's or subcontractor's registered program shall be observed. Every apprentice (iii)Equal employment opportunity-The must be paid at not less than the rate utilization of apprentices,trainees and (1)Overtime requirements-No contractor specified in the registered program for the journeymen under this part shall be in or subcontractor contracting for any part of apprentice's level of progress,expressed as a conformity with the equal employment the contract work which may require or percentage of the joumeymen hourly rate opportunity requirements of Executive Order involve the employment of laborers or specified in the applicable wage 11246,as amended,and 29 CFR part 30. mechanics shall require or permit any such determination.Apprentices shall be paid laborer or mechanic in any workweek in which fringe benefits in accordance with the (5)Compliance with Copeland Act he or she is employed on such work to work provisions of the apprenticeship program. If requirements-The contractor shall comply in excess of forty hours in such workweek the apprenticeship program does not specify with the requirements of 29 CFR part 3,which unless such laborer or mechanic receives fringe benefits, apprentices must be paid the are incorporated by reference in this contract. compensation at a rate not less than one and full amount of fringe benefits listed on the one-half times the basic rate of pay for all wage determination for the applicable (6)Subcontracts-The contractor or hours worked in excess of forty hours in such classification. If the Administrator of the subcontractor shall insert in any subcontracts workweek. Wage and Hour Division of the U.S. the clauses contained in 29 CFR 5.5(a)(1) Department of Labor determines that a through(10)and such other clauses as the (2)Violation;liability for unpaid wages; different practice prevails for the applicable Federal Transit Administration may by liquidated damages-In the event of any apprentice classification,fringes shall be paid appropriate instructions require, and also a violation of the clause set forth in paragraph in accordance with that determination. In the clause requiring the subcontractors to include (1)of this section the contractor and any event the Bureau of Apprenticeship and these clauses in any lower tier subcontracts. subcontractor responsible therefor shall be Training,or a State Apprenticeship Agency The prime contractor shall be responsible for liable for the unpaid wages. In addition, such recognized by the Bureau, withdraws the compliance by any subcontractor or lower contractor and subcontractor shall be liable to approval of an apprenticeship program,the tier subcontractor with all the contract clauses the United States for liquidated damages. contractor will no longer be permitted to utilize in 29 CFR 5.5. Such liquidated damages shall be computed apprentices at less than the applicable with respect to predetermined rate for the work performed (7)Contract termination:debarment-A each individual laborer or mechanic,including until an acceptable program is approved. breach of the contract clauses in 29 CFR 5.5 watchmen and guards,employed in violation may be grounds for termination of the of the clause set forth in paragraph(1)of this (ii)Trainees-Except as provided in 29 CFR contract, and for debarment as a contractor section, in the sum of$10 for each calendar 5.16,trainees will not be permitted to work at and a subcontractor as provided in 29 CFR day on which such individual was required or less than the predetermined rate for the work 5.12. permitted to work in excess of the standard performed unless they are employed workweek of forty hours without payment of pursuant to and individually registered in a (8)Compliance with Davis-Bacon and the overtime wages required by the clause set program which has received prior approval, Related Act requirements-All rulings and forth in paragraph (1)of this section. evidenced by formal certification by the U.S. interpretations of the Davis-Bacon and Department of Labor, Employment and Related Acts contained in 29 CFR parts 1, 3, Training Administration. The ratio of trainees and 5 are herein incorporated by reference in (3) Withholding for unpaid wages and to journeymen on the job site shall not be this contract. liquidated damages-Sun Tran shall upon its greater than permitted under the plan own action or upon written request of an approved by the Employment and Training (9)Disputes concerning labor standards- authorized representative of the Department of Administration. Every trainee must be paid at Disputes arising out of the labor standards Labor withhold or cause to be withheld, from not less than the rate specified in the provisions of this contract shall not be subject any moneys payable on account of work approved program for the trainee's level of to the general disputes clause of this contract. performed by the contractor or subcontractor progress,expressed as a percentage of the Such disputes shall be resolved in 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 paragraphs(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. ATTACHMENT TO FEDERAL LABOR STANDARDS PROVISIONS SO CALLED "ANTI-KICKBACK ACT" AND REGULATIONS PROMULGATED PURSUANT THERETO BY THE SECRETARY OF LABOR. UNITD STATES DEPARTMENT OF LABOR TITLE 18, U.S.C., section 874 (June 25, 1948, ch. 645, 62 Stat. 740; Pub. L. 103-322, title XXXIII, Sec. 330016(1)(K), Sept. 13, 1994, 108 Stat. 2147.) KICKBACKS FROM PUBLIC WORKS EMPLOYEES Whoever, by force, intimidation, or threat of procuring dismissal from employment, or by any other manner whatsoever induces any person employed in the construction, prosecution, completion or repair of any public building, public work, or building or work financed in whole or in part by loans or grants from the United States, to give up any part of the compensation to which he is entitled under his contract of employment, shall be fined under this title or imprisoned not more than five years, or both. TITLE 29 — LABOR Subtitle A - Office of Secretary of Labor PART 3 — CONTRACTORS AND SUBCONTRACTORS ON PUBLIC BUILDING OR PUBLIC WORK FINANCED IN WHOLE OR IN PART BY LOANS OR GRANTS FROM THE UNITED STATES Sec. 3.1 Purpose and scope. This part prescribes -anti-kickback" regulations under section 2 of the Act of June 13, 1934, as amended (40 U.S.C. 276c), popularly known as the Copeland Act. This part applies to any contract which is subject to Federal wage standards and which is for the construction, prosecution, completion, or repair of public buildings, public works or buildings or works financed in whole or in part by loans or grants from the United States. The part is intended to aid in the enforcement of the minimum wage provisions of the Davis-Bacon Act and the various statutes dealing with federally assisted construction that contain similar minimum wage provisions, including those provisions which are not subject to Reorganization Plan No. 14(e.g.,the College Housing Act of 1950, the Federal Water Pollution Control Act, and the Housing Act of 1959), and in the enforcement of the overtime provisions of the Contract Work Hours Standards Act whenever they are applicable to construction work. The part details the obligation of contractors and subcontractors relative to the weekly submission of statements regarding the wages paid on work covered thereby; sets forth the circumstances and procedures governing the making of payroll deductions from the wages of those employed on such work; and delineates the methods of payment permissible on such work. Sec. 3.2 Definitions. As used in the regulations in this part: (a) The terms building or work generally include construction activity as distinguished from manufacturing, furnishing of materials, or servicing and maintenance work. The terms include, without limitation, buildings, structures, and improvements of all types, such as bridges, dams, plants, highways, parkways, streets, subways, tunnels, sewers, mains, powerlines, pumping stations, railways, airports, terminals, docks, piers, wharves, ways, lighthouses, buoys, jetties, breakwaters, levees, and canals; dredging, shoring, scaffolding, drilling, blasting, excavating, clearing, and landscaping. Unless conducted in connection with and at the site of such a building or work as is described in the foregoing sentence,the manufacture or furnishing of materials, articles, supplies, or equipment(whether or not a Federal or State agency acquires title to such materials, articles, supplies, or equipment during the course of the manufacture or furnishing, or owns the materials from which they are manufactured or furnished) is not a building or work within the meaning of the regulations in this part. (b)The terms construction, prosecution, completion, or repair mean all types of work done on a particular building or work at the site thereof, including, without limitation, altering, remodeling, painting and decorating, the transporting of materials and supplies to or from the building or work by the employees of the construction contractor or construction subcontractor, and the manufacturing or furnishing of materials, articles, supplies, or equipment on the site of the building or work, by persons employed at the site by the contractor or subcontractor. (c)The terms public building or public work include building or work for whose construction, prosecution, completion, or repair, as defined above, a Federal agency is a contracting party, regardless of whether title thereof is in a Federal agency. (d) The term building or work financed in whole or in part by loans or grants from the United States includes building or work for whose construction, prosecution, completion, or repair, as defined above, payment or part payment is made directly or indirectly from funds provided by loans or grants by a Federal agency. The term includes building or work for which the Federal assistance granted is in the form of loan guarantees or insurance. (e) Every person paid by a contractor or subcontractor in any manner for his labor in the construction, prosecution, completion, or repair of a public building or public work or building or work financed in whole or in part by loans or grants from the United States is employed and receiving wages, regardless of any contractual relationship alleged to exist between him and the real employer. (f) The term any affiliated person includes a spouse, child, parent, or other close relative of the contractor or subcontractor; a partner or officer of the contractor or subcontractor; a corporation closely connected with the contractor or subcontractor as parent, subsidiary, or otherwise, and an officer or agent of such corporation. (g) The term Federal agency means the United States, the District of Columbia, and all executive departments, independent establishments, administrative agencies, and instrumentalities of the United States and of the District of Columbia, including corporations, all or substantially all of the stock of which is beneficially owned by the United States, by the District of Columbia, or any of the foregoing departments, establishments, agencies, and instrumentalities. [29 FR 97, Jan. 4, 1964, as amended at 38 FR 32575, Nov. 27, 1973] Sec. 3.3 Weekly statement with respect to payment of wages. (a) As used in this section, the term employee shall not apply to persons in classifications higher than that of laborer or mechanic and those who are the immediate supervisors of such employees. (b) Each contractor or subcontractor engaged in the construction, prosecution, completion, or repair of any public building or public work, or building or work financed in whole or in part by loans or grants from the United States, shall furnish each week a statement with respect to the wages paid each of its employees engaged on work covered by this part 3 and part 5 of this title during the preceding weekly payroll period. This statement shall be executed by the contractor or subcontractor or by an authorized officer or employee of the contractor or subcontractor who supervises the payment of wages, and shall be on the back of Form WH 347, "Payroll (For Contractors Optional Use)" or on any form with identical wording. Copies of Form WH 347 may be obtained from the Government contracting or sponsoring agency or from the Wage and Hour Division Web site at http://www.dol.gov/esa/whd/forms/wh347instr.htm or its successor site. (c)The requirements of this section shall not apply to any contract of$2,000 or less. (d) Upon a written finding by the head of a Federal agency, the Secretary of Labor may provide reasonable limitations, variations, tolerances, and exemptions from the requirements of this section subject to such conditions as the Secretary of Labor may specify. [29 FR 97, Jan. 4, 1964, as amended at 33 FR 10186, July 17, 1968; 47 FR 23679, May 28, 1982; 73 FR 77511, Dec. 19, 2008] Sec. 3.4 Submission of weekly statements and the preservation and inspection of weekly payroll records. (a) Each weekly statement required under Sec. 3.3 shall be delivered by the contractor or subcontractor, within seven days after the regular payment date of the payroll period, to a representative of a Federal or State agency in charge at the site of the building or work, or, if there is no representative of a Federal or State agency at the site of the building or work, the statement shall be mailed by the contractor or subcontractor, within such time, to a Federal or State agency contracting for or financing the building or work. After such examination and check as may be made, such statement, or a copy thereof, shall be kept available, or shall be transmitted together with a report of any violation, in accordance with applicable procedures prescribed by the United States Department of Labor. (b) Each contractor or subcontractor shall preserve his weekly payroll records for a period of three years from date of completion of the contract. The payroll records shall set out accurately and completely the name and address of each laborer and mechanic, his correct classification, rate of pay, daily and weekly number of hours worked, deductions made, and actual wages paid. Such payroll records shall be made available at all times for inspection by the contracting officer or his authorized representative, and by authorized representatives of the Department of Labor. (Reporting and recordkeeping requirements in paragraph (b) have been approved by the Office of Management and Budget under control number 1215-0017) [29 FR 97, Jan. 4, 1964, as amended at 47 FR 145, Jan. 5, 1982] Sec. 3.5 Payroll deductions permissible without application to or approval of the Secretary of Labor. Deductions made under the circumstances or in the situations described in the paragraphs of this section may be made without application to and approval of the Secretary of Labor: (a) Any deduction made in compliance with the requirements of Federal, State, or local law, such as Federal or State withholding income taxes and Federal social security taxes. (b) Any deduction of sums previously paid to the employee as a bona fide prepayment of wages when such prepayment is made without discount or interest. A bona fide prepayment of wages is considered to have been made only when cash or its equivalent has been advanced to the person employed in such manner as to give him complete freedom of disposition of the advanced funds. (c)Any deduction of amounts required by court process to be paid to another, unless the deduction is in favor of the contractor, subcontractor, or any affiliated person, or when collusion or collaboration exists. (d) Any deduction constituting a contribution on behalf of the person employed to funds established by the employer or representatives of employees, or both, for the purpose of providing either from principal or income, or both, medical or hospital care, pensions or annuities on retirement, death benefits, compensation for injuries, illness, accidents, sickness, or disability, or for insurance to provide any of the foregoing, or unemployment benefits, vacation pay, savings accounts, or similar payments for the benefit of employees, their families and dependents: Provided, however, That the following standards are met: (1)The deduction is not otherwise prohibited by law; (2) It is either: (i) Voluntarily consented to by the employee in writing and in advance of the period in which the work is to be done and such consent is not a condition either for the obtaining of or for the continuation of employment, or (ii) provided for in a bona fide collective bargaining agreement between the contractor or subcontractor and representatives of its employees; (3)No profit or other benefit is otherwise obtained, directly or indirectly, by the contractor or subcontractor or any affiliated person in the form of commission, dividend, or otherwise; and (4) The deductions shall serve the convenience and interest of the employee. (e) Any deduction contributing toward the purchase of United States Defense Stamps and Bonds when voluntarily authorized by the employee. (f) Any deduction requested by the employee to enable him to repay loans to or to purchase shares in credit unions organized and operated in accordance with Federal and State credit union statutes. (g)Any deduction voluntarily authorized by the employee for the making of contributions to governmental or quasi-governmental agencies, such as the American Red Cross. (h) Any deduction voluntarily authorized by the employee for the making of contributions to Community Chests, United Givers Funds, and similar charitable organizations. (i)Any deductions to pay regular union initiation fees and membership dues, not including fines or special assessments: Provided, however, That a collective bargaining agreement between the contractor or subcontractor and representatives of its employees provides for such deductions and the deductions are not otherwise prohibited by law. (j) Any deduction not more than for the -reasonable cost" of board, lodging, or other facilities meeting the requirements of section 3(m)of the Fair Labor Standards Act of 1938, as amended, and part 531 of this title. When such a deduction is made the additional records required under Sec. 516.25(a)of this title shall be kept. (k) Any deduction for the cost of safety equipment of nominal value purchased by the employee as his own property for his personal protection in his work, such as safety shoes, safety glasses, safety gloves, and hard hats, if such equipment is not required by law to be furnished by the employer, if such deduction is not violative of the Fair Labor Standards Act or prohibited by other law, if the cost on which the deduction is based does not exceed the actual cost to the employer where the equipment is purchased from him and does not include any direct or indirect monetary return to the employer where the equipment is purchased from a third person, and if the deduction is either (1)Voluntarily consented to by the employee in writing and in advance of the period in which the work is to be done and such consent is not a condition either for the obtaining of employment or its continuance; or (2) Provided for in a bona fide collective bargaining agreement between the contractor or subcontractor and representatives of its employees. [29 FR 97, Jan. 4, 1964, as amended at 36 FR 9770, May 28, 1971) Sec. 3.6 Payroll deductions permissible with the approval of the Secretary of Labor. Any contractor or subcontractor may apply to the Secretary of Labor for permission to make any deduction not permitted under Sec. 3.5. The Secretary may grant permission whenever he finds that: (a)The contractor, subcontractor, or any affiliated person does not make a profit or benefit directly or indirectly from the deduction either in the form of a commission, dividend, or otherwise; (b)The deduction is not otherwise prohibited by law; (c) The deduction is either (1) voluntarily consented to by the employee in writing and in advance of the period in which the work is To be done and such consent is not a condition either for the obtaining of employment or its continuance, or (2) provided for in a bona fide collective bargaining agreement between the contractor or subcontractor and representatives of its employees; and (d) The deduction serves the convenience and interest of the employee. Sec. 3.7 Applications for the approval of the Secretary of Labor. Any application for the making of payroll deductions under Sec. 3.6 shall comply with the requirements prescribed in the following paragraphs of this section: (a)The application shall be in writing and shall be addressed to the Secretary of Labor. (b) The application need not identify the contract or contracts under which the work in question is to be performed. Permission will be given for deductions on all current and future contracts of the applicant for a period of 1 year. A renewal of permission to make such payroll deduction will be granted upon the submission of an application which makes reference to the original application, recites the date of the Secretary of Labor's approval of such deductions, states affirmatively that there is continued compliance with the standards set forth in the provisions of Sec. 3.6, and specifies any conditions which have changed in regard to the payroll deductions. (c) The application shall state affirmatively that there is compliance with the standards set forth in the provisions of Sec. 3.6. The affirmation shall be accompanied by a full statement of the facts indicating such compliance. (d) The application shall include a description of the proposed deduction, the purpose to be served thereby, and the classes of laborers or mechanics from whose wages the proposed deduction would be made. (e) The application shall state the name and business of any third person to whom any funds obtained from the proposed deductions are to be transmitted and the affiliation of such person, if any, with the applicant. [29 FR 97, Jan. 4, 1964, as amended at 36 FR 9771, May 28, 1971] Sec. 3.8 Action by the Secretary of Labor upon applications. The Secretary of Labor shall decide whether or not the requested deduction is permissible under provisions of Sec. 3.6; and shall notify the applicant in writing of his decision. Sec. 3.9 Prohibited payroll deductions. Deductions not elsewhere provided for by this part and which are not found to be permissible under Sec. 3.6 are prohibited. Sec. 3.10 Methods of payment of wages. The payment of wages shall be by cash, negotiable instruments payable on demand, or the additional forms of compensation for which deductions are permissible under this part. No other methods of payment shall be recognized on work subject to the Copeland Act. Sec. 3.11 Regulations part of contract. All contracts made with respect to the construction, prosecution, completion, or repair of any public building or public work or building or work financed in whole or in part by loans or grants from the United States covered by the regulations in this part shall expressly bind the contractor or subcontractor to comply with such of the regulations in this part as may be applicable. In this regard, see Sec. 5.5(a)of this subtitle. Siesmic Safety -42 U.S.C. 7701 et seq. 49, CFR Part 41 The Seismic Safety requirements apply only to contracts for the construction of new buildings or additions to existing buildings. The contractor agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to the extent required by the regulation. The contractor also agrees to ensure that all work performed under this contract including work performed by a subcontractor is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project Non Construction Activities Non Construction Employee Protection Requirements (Except for supplies/raw materials) The Contractor agrees to comply with and assures compliance by other Project participants with any applicable employee protection requirements for nonconstruction employees of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. §§ 3701 et seq., in particular with the wage and hour requirements of section 102 of that Act at 40 U.S.C. § 3702, and with implementing U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act)." 29 C.F.R. Part 5. Transit Operations Transit Employee Protective Arrangements -49 U.S.C. § 5310, § 5311, and § 5333; 29 CFR Part 215 The Contractor agrees to the comply with applicable transit employee protective requirements as follows: a. General Transit Employee Protective Requirements - To the extent that FTA determines that transit operations are involved, the Contractor agrees to carry out the transit operations work on the underlying contract in compliance with terms and conditions determined by the U.S. Secretary of Labor to be fair and equitable to protect the interests of employees employed under this contract and to meet the employee protective requirements of 49 U.S.C. A 5333(b), and U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the letter of certification from the U.S. DOL to FTA applicable to the FTA Recipients project from which Federal assistance is provided to support work on the underlying contract. The Contractor agrees to carry out that work in compliance with the conditions stated in that U.S. DOL letter.The requirements of this subsection (1), however, do not apply to any contract financed with Federal assistance provided by FTA either for projects for elderly individuals and individuals with disabilities authorized by 49 U.S.C. § 5310(a)(2), or for projects for nonurbanized areas authorized by 49 U.S.C. § 5311. Alternate provisions for those projects are set forth in subsections (b)and (c)of this clause. b. Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. § 5310(a)(2)for Elderly Individuals and Individuals with Disabilities - If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5310(a)(2), and if the U.S. Secretary of Transportation a sportation has determined or determines in the future that the employee protective requirements of 49 U.S.C. § 5333(b) are necessary or appropriate for the state and the public body subrecipient for which work is performed on the underlying contract, the Contractor agrees to carry out the Project in compliance with the terms and conditions determined by the U.S. Secretary of Labor to meet the requirements of 49 U.S.C. § 5333(b), U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the U.S. DOL's letter of certification to FTA, the date of which is set forth Grant Agreement or Cooperative Agreement with the state. The Contractor agrees to perform transit operations in connection with the underlying contract in compliance with the conditions stated in that U.S. DOL letter. c. Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. § 5311 in Nonurbanized Areas - If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5311, the Contractor agrees to comply with the terms and conditions of the Special Warranty for the Nonurbanized Area Program agreed to by the U.S. Secretaries of Transportation and Labor, dated May 31, 1979, and the procedures implemented by U.S. DOL or any revision thereto. The Contractor also agrees to include the applicable requirements in each subcontract involving transit operations financed in whole or in part with Federal assistance provided by FTA. Charter Service Operation -49 U.S.C. 5323(d), 49 CFR Part 604 Charter Service Operations - The contractor agrees to comply with 49 U.S.C. 5323(d) and 49 CFR Part 604, which provides that recipients and subrecipients of FTA assistance are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except under one of the exceptions at 49 CFR 604.9. Any charter service provided under one of the exceptions must be "incidental," i.e., it must not interfere with or detract from the provision of mass transportation. School Bus Operation -49 U.S.C. 5323(f) or(g), 49 CFR Part 605 Pursuant to 49 U.S.C. 5323(f) and 49 CFR Part 605, recipients and subrecipients � ) P of FTA assistance maynot engage in school bus operations exclusivelyfor P the transportation of students and school personnel in competition with private school bus operators unless qualified under specified exemptions. When operating exclusive school bus service under an allowable exemption, recipients and subrecipients may not use federally funded equipment, vehicles, or facilities. Prevention of Alcohol Misuse and Prohibited DrugUse in Transit Operations -49 U.S.C. §5331, 49 CFR Part 655 The contractor agrees to establish an anti-drug use and alcohol misuse program that complies with 49 CFR Part 655, produce any documentation necessary to establish its compliance with Part 655, and permit any authorized representative of the United States Department of Transportation or its operating administrations, the State Oversight Agency of Arizona, or Sun Tran, to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Part 655 and review the contractor's testing process. The contractor agrees further to certify annually its compliance with Part 655 thirty days before July 1st of each year and to submit the Management Information System (MIS) reports thirty days before March 15 each year to John Zukas,Transit Services Coordinator, P.O. Box 27210 Tucson, AZ 85726. If the Contractor performs functions under the Federal Highway Administration (FHWA)and Federal Transit Administration (FTA), the contractor must comply with such applicable regulations. The Contractor's Drug Free Workplace Policy and the Contractor's Drug and Alcohol Policy/Program must clearly delineate the Contractor's responsibilities under their own Company policy, the FHWA's regulations, and the FTA's regulations respectively. Privacy Act-5 U.S.C. 552 When a grantee maintains files on drug and alcohol enforcement activities for FTA, and those files are organized so that information could be retrieved by personal identifier, the Privacy Act requirements apply to all contracts. The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract: 1. The Contractor agrees to comply with,and assures the compliance of its employees with,the information restrictions and other applicable requirements of the Privacy Act of 1974,5 U.S.C.§552a.Among other things, the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the Federal Government. The Contractor understands that the requirements of the Privacy Act,including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract. 2. The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA. not been obtained. If the experimental, developmental, or research work, which is the subject of the underlying contract, is not completed for any reason whatsoever, all data developed under that contract shall become subject data as defined in subsection (a) of this clause and shall be delivered as the Federal Government may direct. This subsection (c) , however, does not apply to adaptations of automatic data processing equipment or programs for the Purchaser or Contractor's use whose costs are financed in whole or in part with Federal assistance provided by FTA for transportation capital projects. d. Unless prohibited by state law, upon request by the Federal Government, the Purchaser and the Contractor agree to indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the Purchaser or Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract. Neither the Purchaser nor the Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government. e. Nothing contained in this clause on rights in data shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent. f. Data developed by the Purchaser or Contractor and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying contract to which this Attachment has been added is exempt from the requirements of subsections (b), (c), and (d) of this clause , provided that the Purchaser or Contractor identifies that data in writing at the time of delivery of the contract work. g. Unless FTA determines otherwise, the Contractor agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. 3. Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status (i.e., a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual, etc.), the Purchaser and the Contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37 C.F.R. Part 401. 4. The Contractor also agrees to include these requirements in each subcontract for experimental, developmental,or research work financed in whole or in part with Federal assistance provided by FTA. B. Patent Rights - This following requirements apply to each contract involving experimental, developmental, or research work: 1. General - If any invention, improvement, or discovery is conceived or first actually reduced to practice in the course of or under the contract to which this Attachment has been added, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country, the Purchaser and Contractor agree to take actions necessary to provide immediate notice and a detailed report to the party at a higher tier until FTA is ultimately notified. 2. Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status (a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual), the Purchaser and the Contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 3. The Contractor also agrees to include the requirements of this clause in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. Turnkey and Other Acquisitions Made by a Third Party Contractor Assuming the Role of Sun Tran Bus Testing -49 U.S.C. 5323(c), 49 CFR Part 665 The Contractor or Manufacturer agrees to comply with 49 U.S.C. A 5323(c)and FTA's implementing regulation at 49 CFR Part 665 and shall perform the following: 1. A manufacturer of a new bus model or a bus produced with a major change in components or configuration shall provide a copy of the final test report to Sun Tran at a point in the procurement process specified by Sun Tran which will be prior to Sun Tran's final acceptance of the first vehicle. 2. A manufacturer who releases a report under paragraph 1 above shall provide notice to the operator of the testing facility that the report is available to the public. 3. If the manufacturer represents that the vehicle was previously tested,the vehicle being sold should have the identical configuration and major components as the vehicle in the test report, which must be provided to Sun Tran prior to recipient's final acceptance of the first vehicle. If the configuration or components are not identical, the manufacturer shall provide a description of the change and the manufacturer's basis for concluding that it is not a major change requiring additional testing. 4. If the manufacturer represents that the vehicle is"grandfathered" (has been used in mass transit service in the United States before October 1, 1988, and is currently being produced without a major change in configuration or components),the manufacturer shall provide the name and address of Sun Tran of such a vehicle and the details of that vehicle's configuration and major components. Pre-Award and Post-Delivery Audit Requirements -49 U.S.C. 5323, 49 CFR Part 663 The Contractor agrees to comply with 49 U.S.C. §5323(1)and FTA's implementing regulation at 49 C.F.R. Part 663 and to submit the following certifications: 1. Buy America Requirements: The Contractor shall complete and submit a declaration certifying either compliance or noncompliance with Buy America. If the Bidder/Offeror certifies compliance with Buy America, it shall submit documentation which lists: a. component and subcomponent parts of the rolling stock to be purchased identified by manufacturer of the parts, their country of origin and costs; and; b. the location of the final assembly point for the rolling stock, including a description of the activities that will take place at the final assembly point and the cost of final assembly. 2. Solicitation Specification Requirements: The Contractor shall submit evidence that it will be capable of meeting the bid specifications. 3. Federal Motor Vehicle Safety Standards (FMVSS): The Contractor shall submit: a. manufacturer's FMVSS self-certification sticker information that the vehicle complies with relevant FMVSS or; b. manufacturer's certified statement that the contracted buses will not be subject to FMVSS regulations. Miscellaneous Special Requirements Environmental Protection 42 U.S.C. 4321 et seq., 49 U.S.C. 5324(b) et seq., 40 CFR Part 1500 et seq., 23 CFR Part 771, 49 CFR Part 622 The Contractor agrees to comply with all applicable requirements of the National Environmental Policy Act of 1969, as amended, 42 U.S.C. §§ 4321 et seq. consistent with Executive Order No. 11514, as amended, "Protection and Enhancement of Environmental Quality," 42 U.S.C. § 4321 note; FTA statutory requirements on environmental matters at 49 U.S.C. §5324(b); Council on Environmental Quality regulations on compliance with the National Environmental Policy Act of 1969, as amended, 40 C.F.R. Part 1500 et seq.; and joint FHWA/FTA regulations, "Environmental Impact and Related Procedures," 23 C.F.R. Part 771 and 49 C.F.R. Part 622 Energy Conservation Requirements -42 U.S.C. 6321 et seq., 49 CFR Part 18 Contractor shall recognize mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act. Metric System Requirements— 15 U.S.C. 205a et seq. As required by U.S. DOT or FTA, Sun Tran agrees to use the metric system of measurement in its Project activities, as may be required by 15 U.S.C. §§ 205a et seq.; Executive Order No. 12770, "Metric Usage in Federal Government Programs," 15 U.S.C. §205a note; and other regulations, guidelines, and policies issued by U.S. DOT or FTA. To the extent practicable and feasible, Sun Tran agrees to accept products and services with dimensions expressed in the metric system of measurement. National ITS Architecture The Contractor agrees to conform, to the extent applicable, to the National Intelligent Transportation Systems (ITS) Architecture and Standards as required by SAFETEA LU § 5307(c), 23 U.S.C. § 512 note, and comply with FTA Notice,"FTA National ITS Architecture Policy on Transit Projects"66 Fed. Reg. 1455 et seq.,January 8,2001,and to any subsequent further implementing directives,except to the extent FTA determines otherwise in writing. Recycled Products (for items designated by the EPA) The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. Seat Belt Use In accordance with the provisions of Executive Order No. 13043, "Increasing Seat Belt Use in the United States," April 16, 1997, 23 U.S.C. § 402 note, the contractor is encouraged to adopt and promote on-the- job seat belt use policies and programs for its employees and other personnel that operate company- owned, rented, or personally operated vehicles, and to include this provision in any subagreements, leases, third party contracts, or other similar document in connection with the Project. Text Messaging While Driving In accordance with Executive Order No. 13513,Federal Leadership on Reducing Text Messaging While Driving, October 1, 2009, 23 U.S.C.A. § 402 note, and DOT Order 3902.10, Text Messaging While December 30, 2009, the contractor is encouraged to comply with the terms of the following Special Provision. a. Definitions. As used in this Special Provision: (1) "Driving" means operating a motor vehicle on a roadway, including while temporarily stationary because of traffic, a traffic light, stop sign, or otherwise. "Driving" does not include being in your vehicle (with or without the motor running) in a location off the roadway where it is safe and legal to remain stationary. (2) "Text Messaging" means reading from or entering data into any handheld or other electronic device, including for the purpose of short message service texting, e-mailing, instant messaging, obtaining navigational information, or engaging in any other form of electronic data retrieval or electronic data communication. The term does not include the use of a cell phone or other electronic device for the limited purpose of entering a telephone number to make an outgoing call or answer an incoming call, unless the practice is prohibited by State or local law. b. Safety. The Grantee is encouraged to: (1)Adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers including policies to ban text messaging while driving- (a) Grantee-owned or Grantee-rented vehicles or Government-owned, leased or rented vehicles; (b) Privately-owned vehicles when on official Project related business or when performing any work for or on behalf of the Project; or (c)Any vehicle, on or off duty, and using an employer supplied electronic device. (2) Conduct workplace safety initiatives in a manner commensurate with the Grantee's size, such as: (a) Establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving; and (b) Education, awareness, and other outreach to employees about the safety risks associated with texting while driving. (3)Include this Special Provision in its subagreements with its subrecipients and third party contracts and also encourage its subrecipients, lessees, and third party contractors to comply with the terms of this Special Provision, and include this Special Condition in each subagreement, lease, and third party contract at each tier financed with Federal assistance provided by the Federal Government. Federal Davis-Bacon Wage Rates The Federal Wage Rates applicable to this Contract are set forth in the following Document. INSERT MOST RECENT WAGE DECISION INFORMATION HERE Certifications BUY AMERICA CERTIFICATION CERTIFICATION FOR PROCUREMENT OF STEEL OR MANUFACTURED PRODUCTS (To be submitted with each bid or offer exceeding $100,000) (To be signed and submitted by the bidder/offeror) Certification requirement for all procurements except buses, other rolling stock and associated equipment. A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification (below) with all bids on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as non-responsive. This requirement does not apply to lower tier subcontractors. Certification requirement for procurement of steel, iron, or manufactured products. Certificate of Compliance with 49 U.S.C. 5323(j)(1) The bidder or offeror hereby certifies that it will meet the requirements of 49 U.S.C. 5323(j)(1) and the applicable regulations in 49 CFR Part 661. Date Signature Company Name Title Certificate of Non-Compliance with 49 U.S.C. 5323(j)(1) The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j)(1), but it may qualify for an exception pursuant to 49 U.S.C. 5323(j)(2)(B) or (j)(2)(D) and the regulations in 49 CFR 661.7. Date March 27, 2024 Signature Company Name W.W. Grainger, Inc. Title Senior National Government Sales Manager Contractor shall be notified when federal funds will be used to procure product under the terms of this Contract and shall be afforded a reasonable period of time to assess whether Contractor can comply with federal terms applicable to the procurement. BUY AMERICA CERTIFICATION CERTIFICATION FOR PROCUREMENT OF STEEL OR MANUFACTURED PRODUCTS Certification requirement for procurement of buses, other rolling stock and associated equipment. (To be submitted with each bid or offer exceeding $100,000) (To be signed and submitted by the bidder/offeror) Certificate of Compliance with 49 U.S.C. 5323(j)(2)(C). The bidder or offeror hereby certifies that it will comply with the requirements of 49 U.S.C. 5323(j)(2)(C) and the regulations at 49 CFR Part 661. Date Signature Company Name Title Certificate of Non-Compliance with 49 U.S.C. 5323(j)(2)(C) The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j)(2)(C), but may qualify for an exception pursuant to 49 U.S.C. 5323(j)(2)(B) or (j)(2)(D) and the regulations in 49 CFR 661.7. Date March 27, 2024 Signature Company Name W.W. Grainger, Inc. Title Senior National Government Sales Manager Contractor shall be notified when federal funds will be used to procure product under the terms of this Contract and shall be afforded a reasonable period of time to assess whether Contractor can comply with federal terms applicable to the procurement. TRANSIT VEHICLE MANUFACTURER'S DBE CERTIFICATION Certificate of Compliance with 49 CFR part 26. CERTIFICATION REQUIREMENT FOR PROCUREMENT OF TRANSIT VEHICLES ONLY (To be submitted with all bids or offers for transit vehicles) (To be signed and submitted by the manufacturer of the product offered) This procurement is subject to the provisions of 49 CFR Part 26. Accordingly, as a condition of permission to bid, the following certification must be completed and submitted with the bid. A bid that does not include the certification must be rejected as non-responsive and not considered for evaluation and award. I hereby certify that the offeror has complied with the requirements of 49 CFR part 26, Participation by Disadvantaged Business Enterprises in DOT Programs, and that its goals have been approved, or not disapproved, by the Federal Transit Administration. W.W. Grainger, Inc. Name of Offeror Signature of the Offeror's Authorized Official Ken White Senior National Government Sales Manager Name and Title of the Offeror's Authorized Official March 27, 2024 Date CERTIFICATION REGARDING LOBBYING CERTIFICATION FOR CONTRACTS, GRANTS, LOANS, AND COOPERATIVE AGREEMENTS (To be submitted with each bid or offer exceeding $100,000) (To be submitted by the bidder/offeror) The undersigned Contractor certifies, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract,the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement,the undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S.C. 1601, et seq .)] 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. [Note: Pursuant to 31 U.S.C. § 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Contractor, _W.W. Grainger, Inc._, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. Signature of Contractor's Authorized Official Ken White Senior National Government Sales Manager Name and Title of Contractor's Authorized Official March 27, 2024 Date CERTIFICATION OF COMPLIANCE WITH FTA'S BUS TESTING REQUIREMENTS (Pertains only to the acquisition of Turnkey Rolling Stock over $100,000)) (To be signed and submitted by the manufacturer of the product offered) The undersigned Manufacturer certifies that the vehicle offered in this procurement complies with 49 U.S.C. A 5323(c) and FTA's implementing regulation at 49 CFR Part 665. The undersigned understands that misrepresenting the testing status of a vehicle acquired with Federal financial assistance may subject the undersigned to civil penalties as outlined in the Department of Transportation's regulation on Program Fraud Civil Remedies, 49 CFR Part 31. In addition, the undersigned understands that FTA may suspend or debar a manufacturer under the procedures in 49 CFR Part 29. Date: Signature: N/A Company Name: Title: Protest Procedures For Federal Transit Administration Funded Projects City Of Tucson Protest Procedures For Federal Transit Administration (FTA) Funded Projects A protestant must exhaust all City of Tucson Procurement administrative procedures and remedies before pursuing a protest with the FTA. 1. Any and all protests shall be in writing and shall be filed with the Director of Procurement,City of Tucson, Arizona. A protest relating to the process for determining the most responsive and responsible proposer shall be filed within ten (10) calendar days after the protestor knows or should have known the basis of the determination. A protest of a proposed award or rejection shall be filed within ten(10)calendar days after the protestor knows or should have known the basis of the protest. The Contract Officer shall respond to a protest within fourteen (14)calendar days after the receipt of the protest.The Procurement Director may grant the Contract Officer an extension for the response if warranted. A request for reconsideration of any and all determinations by the Contract Officer shall be filed with the Procurement Director within seven (7) calendar days after the receipt of the determination. 2. A protest shall include: A. The name, address, and telephone number, including FAX number if available, of the protestor; B. The signature of the protestor or authorized representative; C. Identification of the contract/solicitation; D. A detailed statement of the legal and/or factual grounds of protest including copies and/or citations of relevant documents, and; E. The form of relief requested. 3 If any of the above information is omitted or incomplete, then the Protestor shall be notified, in writing, within two(2)calendar days after that determination, and the Protestor shall have two(2)calendar days in which to remedy the specified problem. 4. The City will not make award prior to the resolution of a protest, or open bids prior to resolution of a protest filed before bid opening unless the Procurement Director determines in writing that it is in the best interests of the City or in keeping with Item 7 of this procedure to do otherwise. Potential contractors will be advised of a pending protest if the protest is filed before award. 5. The Procurement Director may allow for an informal conference on the merits of a protest with all interested parties allowed to attend. Interested parties include all bidders/offerors, and may also include a subcontractor or supplier provided they have a substantial economic interest in a portion of the IFB or RFP. 6. The Procurement Director shall respond "in writing", in detail, to each substantial issue raised in the protest. The Procurement Director has the sole authority to make determinations for the City, and a determination shall be considered final when it is labeled as such. A request for reconsideration will be allowed by the Procurement Director if he determines that data has become available that was not previously known, or that there has been an error of law or regulation. 7. The City may proceed with a procurement when a protest is pending if the City determines that: A. The items to be procured are urgently required; B. Delivery or performance will be unduly delayed by failure to make the award promptly; or C. Failure to make award will otherwise cause undue harm to the grantee for the Federal Government. 8. FTA will only entertain a protest that alleges: 1. The City failed to have or to adhere to its protest procedures, or failed to review a complaint or protest; or 2. Violations of Federal law or regulation. A protest to FTA must be filed in accordance with FTA Circular 4220.1F, available from the Contract Officer. Specifically, protestors shall file a protest with FTA Region 9 or FTA Headquarters Office no later than five (5) days after a final decision is rendered under the City's protest procedure. In instances where the protestor alleges that the City failed to make a final determination on the protest, protestors shall file a protest with FTA not later than five (5) calendar days after the protester knew or should have known of the grantee's failure to render a final determination on the protest. A protest filed with FTA shall: A. Include the name and address of the protestor. B. Identify the grantee, project number, and the number of the contract solicitation. C. Contain a statement of the grounds for protest and any supporting documentation. This should detail the alleged failure to have or adhere to protest procedures, failure to review a complaint or protest; or Violation of Federal law or regulation. D. Include a copy of the local protest filed with the grantee and a copy of the grantee's decision, if any. GRAINGERR W.W.Grainger, Inc. 100 Grainger Parkway Lake Forest,IL 60045-5201 1 1 1 1 I FOR THE ONES GET IT DON Tel:847.535.1000 Fax:847.535.9243 www.grainger.com March 28,2024 Mr. Matthew Sage Procurement Manager City of Tucson Business Services Department Shared Services Procurement Division 255 W, Alameda,6th Floor Tucson,AZ 85701 RE: W.W. Grainger, Inc., Letter of Clarification and Exception to the City of Tucson Request for Proposal No.240078 Maintenance Repair and Operations Supplies Parts,Equipment,and Materials Dear Mr. Sage: W.W. Grainger, Inc. ("Grainger", "Contractor", or "Offeror") appreciates the opportunity to respond to the City of Tucson ("City") Request for Proposal No. 240078 ("RFP"), Maintenance, Repair and Operations ("MRO") Supplies, Equipment, and Materials. As you know, Grainger's focus on contract compliance and customer satisfaction is second to none. To that end, Grainger respectfully requests the opportunity to incorporate, should we be awarded this contract, our clarifications, and exceptions into the terms of the contract.Our objective is to earn the privilege of workingwith the Cityof Tucson and OMNIA J P g Partners and doing so with an understanding that our collective expectations with respect to operationalization of contract terms and conditions are aligned. In accordance with RFP Section D.9. Exceptions to Contract Provisions, your favorable consideration of our proposed exceptions and clarifications is requested: Request For Proposal No.240078 Section C., Scope of Work, Subsection C.1.A.7. Warranty. h.' Original Language: Offeror shall warrant that all equipment and parts furnished in their offer are newly manufactured and free from defects in material and workmanship for no less than one (1) year from the date the equipment is delivered or installed. Warranty shall also guarantee accepted trade standards of quality, fitness for the intended uses, and conformance to promises or specified specifications. No other express or implied warranty shall eliminate the vendor's liability as stated herein. Modified od ed Lan ua e: Offeror shall warrant that all equipment and parts furnished in their offer are newly manufactured and free from defects for no less than one (1)year from the date the equipment is delivered or installed. Warranty shall also guarantee accepted trade standards of quality, fitness for the intended uses, and conformance to specified specifications. Please see Grainger's Cityof Tucson technical response, Section 3. Services., iii., 8th Para. for additional Grainger Warranty Terms and Conditions Confidential and Proprietary—Trade Secret Protected Confidential and Proprietary—Trade Secret Protected Confidential and Proprietary—Trade Secret Protected Confidential and Proprietary—Trade Secret Protected Confidential and Proprietary—Trade Secret Protected Confidential and Proprietary—Trade Secret Protected Confidential and Proprietary—Trade Secret Protected Confidential and Proprietary—Trade Secret Protected Confidential and Proprietary—Trade Secret Protected Confidential and Proprietary—Trade Secret Protected Confidential and Proprietary—Trade Secret Protected Confidential and Proprietary—Trade Secret Protected Confidential and Proprietary—Trade Secret Protected Confidential and Proprietary—Trade Secret Protected Confidential and Proprietary—Trade Secret Protected Confidential and Proprietary—Trade Secret Protected Confidential and Proprietary—Trade Secret Protected Confidential and Proprietary—Trade Secret Protected Attachments for City of Tucson .0 CII'. Of TUCSON Exhibit 01 - Sourcing Terms Product &Services m GRAINGER Updated 02.14.24 Ic// FGNTME ONES WHO GET IT DONE TERMS AND CONDITIONS FOR SOURCED PRODUCTS AND SERVICES Seller will source products and services not available through the Seller's General Catalog or website ("Sourced Products"or"Sourced Services"). The pricing model for Sourced Products and Sourced Services is based on current market conditions and is competitive for spot buy situations on a per order basis. Contract Category Discounts do not apply to Buyer's purchase of Sourced Product or Sourced Services. Upon request, Seller will provide Buyer a quotation from the source of supply or vendor of the Sourced Products or Sourced Services, which shall include the price, freight, warranty, and any opportunity specific terms and conditions. In the event of a conflict between the standard terms and conditions in this Contract and additional Sourced Product or Services terms, the additional Sourced Product or Services terms shall prevail. 1. SOURCED PRODUCTS a. SOURCED PRODUCTS SHIPPING. Unless otherwise agreed to in writing between Seller and Buyer, Sourced Products are shipped with all costs imposed by the carrier related to the shipment paid by Seller and charged to Buyer on Buyer's invoice. Receipts for freight charges will not be furnished. Title and risk of loss pass to Buyer upon tender of the shipment to carrier. b. SOURCED PRODUCTS LIMITED WARRANTY. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER OF THE SOURCED PRODUCT WILL BE BUYER'S SOLE REMEDY. SELLER'S STANDARD LIMITED WARRANTY TERMS INCLUDED IN THIS AGREEMENT OR SELLER'S WEBSITE TERMS AND CONDITIONS, TO THE EXTENT APPLICABLE, DO NOT APPLY TO SOURCED PRODUCTS. c. SOURCED PRODUCTS WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO WARRANTY OR AFFIRMATION OF FACT OR DESCRIPTION, EXPRESS OR IMPLIED, IS MADE OR AUTHORIZED BY SELLER. SELLER DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.SELLER ALSO DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, MISREPAIR OR MISAPPLICATION. d. SOURCED PRODUCTS RETURNS.An RGA(Returned Goods Authorization) must be issued by Seller prior to returning Sourced Products; the RGA is good for thirty (30) days after issuance. Returns will be sent directly to the sourced supplier,and not to a Seller location, unless otherwise instructed in the RGA. Returned Sourced Products may incur a restocking fee based upon the Sourced Product sell price, plus freight paid by Seller and added to the invoice, unless the shipment of Sourced Products was the result of Seller or manufacturer error, or the Sourced Products are defective. Special manufactured and custom engineered products are sold on a "FINAL SALE" basis only and no changes, cancellation, returns, or refunds are allowed, except if Sourced Products are defective. e. In the event that Seller agrees to stock an agreed upon quantity of Sourced Products for Buyer, upon expiration or termination of the Agreement, Buyer agrees to purchase all remaining stocked Sourced Product. Seller will invoice Buyer within (30) days of expiration, cancellation, or termination of the Agreement. 2. SOURCED SERVICES a. SOURCED SERVICES PERFORMANCE. The performance of Sourced Services will be governed by the following additional terms and conditions ("additional service terms"). Sourced Services may be performed by: (i) Seller, its subsidiaries, affiliates, or subcontractors ("Seller"); or third-party service providers engaged by Seller ("third-party providers"). For purposes of this section, "Sourced Service Provider" refers to either Seller or a third-party provider depending upon which of them is performing services, and "service provider personnel" refers to personnel of such Sourced Service Provider. b. SOURCED SERVICES SPECIFIC TERMS. The terms and conditions contained in this section are extended solely by the specific Sourced Service provider performing Sourced Services and should be considered opportunity specific. A third-party provider may require Buyer via Seller to execute additional contractual documents prior to the performance of Sourced Services, which documents may modify the terms between Buyer and Seller specific to the Sourced Services sold. In the event of a conflict between the standard terms GRAINGERA Updated 02.14.24 FOR THE ONES WHO GET IT DONE and conditions in this Contract and additional Sourced Services terms, the additional Sourced Services terms shall prevail for the performance of the Sourced Services sold. c. SOURCED SERVICES LIMITED WARRANTY. All Sourced Services will (i) be performed in a workmanlike manner; (ii) conform to the specifications (if any) provided by the Sourced Service provider in a statement of work; and (iii) be warranted for a period of ninety (90) days after performance of Sourced Services ("limited warranty period"). If Sourced Services are improperly performed and Buyer notifies Seller of the improperly performed Sourced Service during the limited warranty period, then Seller will coordinate with the Sourced Service provider to re-perform those Sourced Services, in whole or in part, as necessary to cure the particular breach, or at the Sourced Service provider's sole option, refund the amount paid by Buyer for the Sourced Services directly attributable to the particular breach. The Sourced Service provider's re-performance or refund of amounts paid by Buyer for the Sourced Service directly attributable to the particular breach shall be Buyer's sole and exclusive remedy. d. SOURCED SERVICES WARRANTY DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION FOR SOURCED SERVICES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND THE SOURCED SERVICE PROVIDER DISCLAIMS, AND BUYER WAIVES, ALL OTHER WARRANTIES FOR SOURCED SERVICES, INCLUDING, BUT NOT LIMITED TO,ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. THE WARRANTIES SET FORTH IN THIS SECTION ARE EXPRESSLY CONDITIONED UPON THE USE OF THE SOURCED SERVICES FOR THEIR INTENDED PURPOSE AND SHALL NOT APPLY TO SOURCED SERVICES WHICH HAVE BEEN SUBJECT TO MODIFICATION BY BUYER OR ANY THIRD PARTY. e. SOURCED SERVICES LIMITED LIABILITY. SELLER AND THIRD-PARTY PROVIDERS EXPRESSLY DISCLAIM ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES IN THE PERFORMANCE OF SOURCED SERVICES. THE LIABILITY OF SELLER OR ANY THIRD-PARTY PROVIDER PERFORMING SOURCED SERVICES IN ALL CIRCUMSTANCES IS LIMITED TO, AND SHALL NOT EXCEED, THE PURCHASE PRICE FOR THE PERFORMANCE OF THE PORTION OF SOURCED SERVICES THAT GIVES RISE TO ANY LIABILITY. Exhibit 02-Grainger 2023 ESG Report 600, . , II i •011.14 442,10 mew- 9 s N�W� 1 Q,4, PT `/ 4 0l D h \\\\ , :. Environmental , Social F and Governance Report .. _ , ., ,. GRAINGER pr \ H i l t FOR THE OWES WHO OET n DIME , J 111111111111 -) 41* GRAINGER, •C rr �.■s /pqiiip. I I III! GraingerESG.com P I Contents A Letter from Our Grainger at a Glance Our Approach to ESG Sustainability Solutions Chairman and CEO Our Purpose ESG Governance for Our Customers ESG Highlights Materiality Assessment Environmental and Social Awards Customer Solutions Value-Driven Sustainable Practices Environmental Social Governance Appendix Environmental Health and Safety Ethics and Compliance Forward-Looking Management Statements Diversity, Equity and Privacy Climate Change Disclosure Inclusion Grainger and The and GHG Emissions Information Security Talent Recruitment Sustainable Development Emissions Reduction Business Continuity Goals(SDGs) Strategy Team Member Learning GRI Index WasteCommunity Investment and Recycling SASB Index Water TCFD Index 2023 ESG Report ABOUT THIS REPORT The report's contents are shaped by our ESG materiality assessment,which was last • "Endless Assortment"refers to Grainger's Endless Assortment segment that provides a completed in 2021.We also align disclosures to the Task Force on Climate-Related Financial streamlined and transparent online platform with one-stop shopping for millions of Disclosures(TCFD)and Sustainability Accounting Standards Board(SASB),and we provide a products.The Endless Assortment segment includes Zoro Tools, Inc. (Zoro)and Global Reporting Initiative(GRI)content index to indicate the location(s)of particular ESG MonotaRO Co.,Ltd. (MonotaRO)online channels which operate predominately in the U.S. topics and data.The data in this document is for the reporting period January 1,2022 to and Japan. December 31,2022 unless otherwise specified.Throughout this report,data figures are rounded and approximate. • Stated geographies such as"U.S."or"U.S.and Canada"refer to all of Grainger's operations in the stated geographies. Both reportable segments High-Touch Solutions N.A. BOUNDARY and Endless Assortment are included. Although Grainger's ESG commitments apply throughout the world,this report is primarily EXTERNAL ASSURANCE focused on the company's major operations in North America.These operations currently represent more than 80%of Grainger's business based on percentage of revenue,scope of The company engages with Apex Companies,LLC,for verification of its greenhouse gas operations and number of team members. In this report,the specific geographic and business emissions,energy consumption,waste generation and water consumption data.Additionally, unit boundaries are referenced as following: Grainger receives ongoing verification of its environmentally preferable SKU designation from a third-party provider. • "Total company","Grainger","global",or"globally"refer to W.W.Grainger, Inc.and its subsidiaries,except where the context makes it clear that the reference is only to W.W. DATA VALIDATION Grainger, Inc.itself and not its subsidiaries. • "High-Touch Solutions N.A."refers to Grainger's High-Touch Solutions segment,which In 2021,Grainger's Controllership team began an extensive ESG metric validation project,which provides value-added MRO solutions that are rooted in deep product knowledge and was completed in 2022.The objectives of this work included assessment of all ESG metrics customer expertise.The high-touch solutions model serves customers with complex buying reported internally and externally,validation of source data and calculation of metrics. In 2022,a needs.This segment includes the Grainger-branded businesses in the United States(U.S.), new team within Controllership was established that is dedicated to reviewing ESG data and Canada,Mexico and Puerto Rico. ensuring accuracy,completeness and consistency in external reporting on an ongoing basis. • "High-Touch Solutions U.S."refers to Grainger-branded businesses in the U.S.that form part of the high-touch solutions model. . ,eJr, :,�anq�a x., ,;,, .sau�, 'i ty Environmental Social Governance Appendix GRAINGERContents Glance Approach to Solutions 2023 ESG Report PSG A LEI I ER FROM OUR CHAIRMAN AND CEO , At Grainger, our more than 26,000 team members work diligently to fulfill our purpose: • \AJe e e he \I\Iorlc \/\Jorki n D.G.MACPHERSON Chairman of the Board and Chief Executive Officer GRAMBigt Achieving that calling demands that we always do the right thing for our Each of these focus areas is an important part of both our culture and people,our customers and the environment. operations and allows us to scale our actions to make a greater impact. Early indications show we are delivering on each of them,driving In that spirit,I'm excited to share with you Grainger's 2023 Environmental, sustainability,making an impact in our communities and building a strong, Social and Governance(ESG)Report,in which we detail how we are welcoming culture.More details on our work can be found in this report. enabling our team to make a positive impact for the customers and communities we are privileged to serve. Meeting our ESG objectives aligns with Grainger's purpose-driven culture. We have long focused on building a more diverse,equitable and inclusive I have the honor of heading our ESG Leadership Council,which sets the environment.We strive to make sure each team member feels welcome and Our success is the result strategic direction for Grainger's ESG program and identifies ways to able to do their best work.For the second year in a row,Grainger was of a purpose-driven incorporate those initiatives into our operations and strategy.Together with named one of the Fortune' 100 Best Companies to Work For,and for the culture, one which calls subject-matter experts across the business,we are advancing key priorities, first time was recognized by Fortune as one of the Best Workplaces for on each of us to always do including linking executive compensation to our ESG objectives and Women and America's Most Innovative Companies. the right thingfor advancing our near-term focus areas: 9 Customer Sustainability Solutions As we look ahead,we will remain a leader in ESG by living our principles, our customers, the • helping our customers meet their own sustainability goals and positively environment and • Supplier Diversity impacting the communities where we operate.By doing this,we continue to each other. • Energy and Emissions ensure Grainger remains a company our customers trust and a place where —D.G.MACPHERSON Diversity,Equity and Inclusion our team members have meaningful and fulfilling careers. • I am confident the Grainger team will continue to act with integrity and serve our customers,as we've done for nearly 100 years. 1. From Fortune.02023 and 02022 Fortune Media IP Limited All rights reserved.Used under license. GRAS rnnpnr,r.., Our Sustainability Environmental Social Governance Append!, Glance Approach to Solutions 2023 ESG Report I 1 ESG TOTAL COMPANY HIGHLIGHTS GraHger a $ 15 . 23 >4 . 5V a Glance in sales active customers W.W. Grainger, Inc., is a leading broadline distributor of maintenance, repair and operating >26 DDD >30 / \(MRO) products in North America, Japan and �/ the United Kingdom. We achieve our purpose, team members products offered We Keep The World Working®, by providing our customers with the products and services they need to keep their operations running and their /� people safe. >5 000 1 product suppliers' 2. Represents product suppliers with over St00K spend in 2022. Table of Grainger at a Our Sustainab2.ly tnvuunmenlal Social Governance Appendix ' Contents Glance Approach to Solations 2023 ESG Report 12 ESG Our Puroose We Keep The World e$ Start with the :ustomer °00 Win as one team Working® -Q= Embrace curiosity Invest in our success I 1„ CCS►► Act with ntent Do the right thing OUR ASPIRATION We relentlessly expand our leadership position by being the go-to partner () Compete with urgency for people who build and run safe,sustainable and productive operations. For more information on Grainger,visit,nvest.gratnger.con-:. GRAMM , , �.a q_: ::.,. Our SustamabWty Lnvnonmen:, our Contents Glance Approach to Solutions 2023 ESG Report 9 ESG EsG H . . ht I � I � S U U CUSTOMER SUSTAINABILITY SOLUTIONS DIVERSITY, EQUITY AND INCLUSION >S 1 B in Grainger High-Touch Solutions U.S.environmentally preferable product 35% women in leadership positions in the U.S.and Canada (EPP)sales 24% racially and ethnically diverse team members in leadership positions SUPPLIER DIVERSITY in the U.S. >$2 spent by Grainger High-Touch Solutions U.S.on products from small 36% women directors serving on our board° businesses,including woman-,minority-,veteran-,LGBTQ+—and disabled person—owned businesses,as well as historically underutilized business 27% racially and ethnically diverse directors serving on our board° zone(HUBZone)and disadvantaged businesses3 ENERGY AND EMISSIONS ETHICS AND COMPLIANCE total global Scope 1 and Scope 2 emissions reduction since 2018.Grainger 1 00% of required total company team members certified in Grainger's 26% has set a target to reduce its total global absolute Scope 1 and Scope 2 Business Conduct Guidelines GHG emissions by 30%by 2030 from a 2018 baseline WASTE AND Yg AND RECYCLINGf 3. During the federal government's fiscal year ended September 30,2022. 9/ % recycling rate across our U.S.distribution centers 4. This Information is as disclosed in the 2023 Proxy Statement. , 'ti,i,a` Gramgor at a Our SustamabJrty Lnvironmrntal Social Governance Appendix 2023 ESG Report i 4 Contents Glance Approach to Solutions FSG • Awards SUSTAINABILITY AND ESG DIVERSITY, EQUITY AND INCLUSION CULTURE AND WORKPLACE Great ` FORTUNE Place Dow Jones To liiiiwF SustainabilityIndices8 BESTDISAeluTY Work. �/'<_ ...nen try inn geuwerrat csu PLACES TO WORK L—I EQUALITY Certified A-in 2022 year _ w p r "" 100 2022:sixth consecutive 2022 '°'LG°TOi Equality ,w cn.•owrr fOeeUTT wnx �a• . Perfect score for 2022:sixth consecutive year Re-certified M.,.,. eighth consecutive year in MSCI ® 2022 sr iArtN^s eCO" is IFORTUNE� 'FORTUNE As of 2023,Grainger received 72 percentile Nat* MOSI AmERicas an MSCI ESG Rating of AAA tOP NOD MI 0 S INNOVATIVE GOMPAIpES 50 LEADING '°n 2023 Sustainalytics ESG 2023 Newsweek:America's ", DISABILITY ' "e"° Industry Top-Rated Most Responsible 202.3 EMPLOYER Company Companies 2023 Top 50 Noteworthy Companies and Top Q, FORy. Regional Company for 2023 S&P Global Diversity �,p ,` ,;. y, Sustainability 41p�Olt�Q' Yearbook Member From Fortune.02022 and 02023 Fortune Media IP Limited All rights reserved.Used under license.Fortune and Fortune 100 Best Companies to Work For•are registered trademarks of Fortune Media IP Limited and are used under license.Fortune and Fortune Media IP Limited are not affiliated with,and do not endorse products or services of.W.W.Grainger,Inc. The use by W.W.Grainger,Inc.of any MSCI ESG Research LLC or its affiliates("MSCI")data.and the use of MSCI logos,trademarks.service marks,or index names hereindo not constitute a sponsorship,endorsement,recommendation,or promotion of W.W.Grainger.Inc.by MSCI.MSCI Services and Data are the property of MSCI or its information providers.and are provided'as Is'and without warranty.MSCI names and logos are trademarks or service marks of MSCI. GRAainyer ata Our Sustainability Environmental Social Governance Appencc. ,,, II��MEM . ,Glance Approach to Solutions 2023 ESG Report 15 ESG . i . 3 ; ;w. sk- ,,, NW— k4 "kyikiiiL .` + ` �` &SIRi ' Ilk Our Aporoach to' At Grainger, we integrate ESG initiatives into . ,...., " ,. iiii,,,,ip .. . our strategy and daily operations at each level of the business to deliver long-term value to our stakeholders. We embrace sustainability within our organization and are dedicated to helping ou customers achieve their own sustainability goals through our products, services and resources. ' ....400, , ,, . „404.114,_ . , -:- • i OF iii . __ .. yiiili . ,..40, . • ''''. - . - _ -111 ti • _ Table of Grainger at a Our SuatellleGovernance Appendix bility Environmental Social Adix ��r� L.n. a 2023 E3 ' — Contents Glance Approach to Solutions -'. ESG ESG Governance BOARD OVERSIGHT Our Board,guided by the Operating Principles for the ESG WORKING GROUPS The Board of Directors(Board),executive leadership Board of Directors, is responsible for Grainger's overall team and senior leaders take an active role in our overall strategic direction.This direction includes ESG oversight by The ESG Leadership Council's strategy is implemented by ESG strategy.This includes ESG oversight by the Board, the Board Affairs and Nominating Committee (BANC), cross-functional ESG Working Groups focused on near-term strategic direction by our executive leadership team and which is composed of independent Directors, including priorities, material topics and supporting efforts such as strategic and programmatic implementation by senior those with expertise in corporate environmental,social and reporting.Our ESG Working Groups comprise leaders and leaders and subject matter experts. governance matters.The BANC reviews Grainger's ESG subject matter experts who are responsible for implementing programs and reporting at least annually, including,but not programs to drive progress on key ESG topics and goals. limited to,energy and emissions;community impact; governance;company culture;talent strategy;and diversity, EXECUTIVE COMPENSATION equity and inclusion practices. Learn more about our Board governance in our 2023 Proxy Statement and in our During 2022, in partnership with the Compensation OVERSIGHT Committee Charters. Committee's independent compensation consultant and our ESG Leadership Council,we studied various notional Board of Directors compensation program designs to assess how ESG metrics ESG LEADERSHIP COUNCIL could align with our goal to drive a purpose-driven culture Board Affairs&Nominating Committee(BANC) In developing Grainger's ESG efforts,Chairman and CEO, that enables strong performance and aligns with our ESG D.G. Macpherson leads an ESG Leadership Council(ELC) objectives. Informed by this review,we have integrated an ESG modifier within the U.S. based Grainger Leadership composed of senior-most leadership that sets the strategic Team's annual incentive program for 20235.The ESG STRATEGIC DIRECTION direction of Grainger's ESG program and identifies ways to incorporate ESG initiatives into operations and strategy. modifier can increase or decrease payouts determined by ESG Leadership Council(ELC) This group meets at least quarterly and updates the BANC financial performance based on two quantitative metrics: total global absolute Scope 1 and 2 emissions and diverse w. on a regular basis. leadership representation. / STRATEGIC & PROGRAMMATIC IMPLEMENTATION / ESG Working Groups 5. Grainger Leadership Team represents the CEO's leadership team(executive leadership). GRAINGER. —, xa.r,pr.r a .3 2023 ESG Report 17 IIIIIIIMINIM Glance Approach to Solutions • Material Topics .. 20414166016 Materiality Assessment _a fn = . Data security&privacy . Diversity,equity&inclusion c .o Ethics&compliance Energy&emissions i m Sustainable products Product safety&quality v OUR APPROACH a Environmental compliance Responsible sourcing&human rights Governance&accountability Our materiality assessment forms the foundation of our ESG 2 Recycling&waste Supplier diversity Team member health&safety program.This assessment references the Global Reporting . Hazardous materials management .Sustainable packaging Talent attraction,development&retention to Initiative(GRI)Standards'definition of materiality and in determines the economic,environmental,social and o governance issues that are most important to our stakeholders o . Community investment .Climate change risk&resilience and our business objectives.By focusing on these issues,we E v Water stewardship .Emergency preparedness aim to optimize the impact of our products,services and , solutions in these critical areas and create long-term value for Moderate.4 Ie.RIO our stakeholders.We engaged a third-party consulting firm to Importance to achieving Grainger's business objectives assist with our latest materiality assessment in 2021.The ELC '• •�„*Mg. then then further prioritized the resulting material topics to identify ''-',.!.,,r... .Expected to increase In importance over time -4- -.40 �- four near-term priorities where Grainger should invest to ` �" > . improve performance.We update our materiality assessment f A ' ^, : approximately every three years to ensure continued focus on 0:1;4104.-, 4, the most important topics to our stakeholders. Four Near Term Priorities Customer Sustainability Diversity, Equity and Solutions' Supplier Diversity Inclusion Energy and Emissions 6. The Customer Sustainability Solutions topic referenced here is defined as environmentally sustainable products.services,packaging and resources intended to help our customers meet or make progress on their sustainability goals.Supplier diversity is a distinct material topic that has overtap with our total suatainabillty solutions offering of social and environmental solutions. GRAI' . _ IaMe of Leraingor at a Our ;Su:,tainandtly I nvuocmental Sucial Governance Appendix Report 2023 ESG e Contents Glance Approach to Solutions P I ESG 4(r • �l _ 4 _�j.1'I 0 7 VI S ,T 11 Sustainaoffity ������.-,,4 for Ciustomor : Starting with our customers is one of Grainger's core �, principles. We are at our best when we understand their 1i ik needs and provide solutions that help keep them working safely, sustainably and efficiently. Grainger's products, as services and resources provide value to our customers L while also helping them achieve their sustainability goals. i, • efift‘s .. . • .4r ' � i y 't 'fir„ �� -44a ' ro I : 44 .i, t 4 - _ 1-role o! Grainger ac a Our Sustainability Environmental Social Governance Appendix 2023 rt I Y �' Contents Glance Approach to Solutions ^aw ESO i[ S - Environmental and Social Customer Solutions WE ARE THE GO-TO PARTNER FOR PEOPLE WHO SEEK TO BUILD AND RUN SAFE,SUSTAINABLE AND PRODUCTIVE OPERATIONS ENVIRONMENTALLY PREFERABLE PRODUCTS Grainger provides environmentally-focused solutions conjunction with a third-party partner,based on U.S. opt customers SUS through our sustainability offering, including federal and state sustainable-purchasing guidelines. e,ci\csg la//2dbi environmentally preferable products(EPPyand L sustainability services.In 2022,our overall Grainger To guide customers toward sustainability solutions that may High-Touch Solutions U.S.EPP revenue was more than meet their needs,Grainger has developed a sustainability fP'.-- O O O $1 billion,which represented an increase from the Solutions landing nage on our website.The solutions are r,! I r previous year. organized by sustainability categories including energy, waste,air quality and water management.Grainger's EPP ENVIRONMENTAL SOCIAL At Grainger,we are committed to meeting customer are identified with a"green"filter during the search SOLUTIONS SOLUTIONS demand by routinely evaluating our portfolio against process,accompanied by a green leaf icon.The technical customer needs and keeping our product certifications specifications section of each product contains a detailed and attributes up to date.On a regular basis,we conduct explanation of the certificate or attribute,making it simple 64o ,1a`J� a thorough review of certifications and attributes, in tor customers to understand the environmental benefits. �a/r0solutions tn2"ti6 GRAINGER PRODUCTS THAT HELP CUSTOMERS WITH SUSTAINABILITY INITIATIVES ‘,,ei (11. -- 0 Grainger is deeply committed to the Grainger products that feature an Grainger products that feature Grainger products that do not contain sustainability of its operations,and we / = environmental attribute certified by environmental attributes supported by environmental attributes but can help believe that commitment extends beyond -- , - -, \ an independent certification body product supplier claims and validated customers with sustainability our walls.We are uniquely positioned to and approved by a designated by a third-party(e.g.,products made initiatives(e.g.,flowmeters) provide the know-how,supplier diversity third-party(e.g.,Energy Star") of recycled content) and broad assortment ofroducts P —PAIGE ROBBINS, customers need to achieve their SENIOR VICE PRESIDENT 7. Environmentally Preferable Products(EPP)or greener products are designed to have a lesser or reduced effect on human health or the environment when compared to competing products that AND PRESIDENT,GRAINGER serve the same purpose.Grainger's EPP listings are based on third-party certifications or other evidence of relevant product characteristics submitted by the product suppliers.In each case,the sustainability goals. BUSINESS UNIT basis for the EPP designation is explained in the product descnption,including information about the specific third-parry certification and/or the relevant product attributes.Grainger relies on information from its third-party suppliers for claimed certifications end relevant product attributes.To provide an additional measure of confidence.Grainger works with outside experts to review the basis claimed by its third-party suppliers to help verity the referencing of relevant standards and product attributes. �� � __ r..npet n:a Our Sustainability .,i.,, .nnnt.iI Soc.el .,oveir.r,r, Appen'i.• Glance Approach to Solutions 2023 ESG Report 110 ESG f A • � = SUSTAINABILITY SERVICES As part of our commitment to helping customers achieve their We recently added a service that provides a holistic own sustainability goals,we continue to enhance and improve our sustainability assessment for customers covering all four T sustainability services.Grainger offers a number of sustainability environmental initiatives:energy,waste,water and air quality • - / It services that cover areas of energy,waste,water and air quality management.This enables them to better understand their n management through third-party service providers. environmental impact and identify areas for improvement. .11 � ` � .41 i ——. # .,. I eki,e,..7.. . CASE STUDY ' iE +- — RENEWABLE ENERGY INSTALLATION' i.V I /C ,` y. As part of our sustainability services offering,we are able to help customers achieve their sustainability goals.One recent t 1 .pc example of this is Grainger's engagement with a large container-terminal operator that was in search of an opportunity to I - A It, - , offset fossil fuel-based energy use,enhance its energy grid and reduce cost.Through one of the third-party service . fIII o,.., providers included in our sustainability services offering,the customer has purchased and will install more than 300 solar ` r 'v r panels.The installation is projected to realize a nearly 480%return on investment(ROI).Over the next 20 years,the system A' l I " • = is expected to do more than just save money.It is expected to result in: f 4 j - --IC' n 4,000 tons �9,O�O,000 miles OR59,000 trees of CO2 avoided,which is equivalent'to: driven by cars planted !F _. -",..t.4046"' f #�••. - . 8. Disclaimer results will vary by customer based on location and available tax credits,but expected results noted here are considered typical for the customer's particular region. 9. According to the EPA's Greenhouse Gas Equivalences Calculator. 5 . 2023 ESG Report Ill SAFETY AND SECURITY SOLUTIONS q Grainger is committed to providing customers with comprehensive safety and security solutions. v t 000 Certified >1 t COC safety and security products Field Safety Consultants onsite safety assessments Grainger offers nearly 196,000 safety and security products on Grainger.com and collaborates offered on Grainger.com10 through the Board of Certified completed for our U.S.and with trusted third-party service providers to provide a range of safety services to help Safety Professionals Canada customers customers meet regulatory compliance requirements and create a safer and more secure workplace.We work with leading safety organizations to offer assessments,training,program development and testing to our customers.Innovative third-party service providers help migrate customers'environmental,health and safety(EHS)programs from paper to digital platforms and improve training effectiveness with virtual reality solutions. °" "°" Grainger's commitment to safety is also evident in our investment in Field Safety Consultants Know VOW Safety B.Health who are certified through the Board of Certified Safety Professionals.Our Field Safety Consultants provide value-added safety assessments and identify the best solutions for our 0 Your Safety Source customers.In 2022,our Field Safety Consultants completed more than 1,000 onsite safety 060, assessments for our customers. .• In addition to our team of Field Safety Consultants,we offer resources through the GraingerSILIm n.ti. KnowHow®website and the Safety&Health Solutions Center to provide our customers with valuable safety information and insights. We are proud to be a member of the National Safety Council's Campbell Institute for the fifth consecutive year as the sole industrial supplier. 10.As of May 2023. TGRAINGERable of Grainger at a Our Sustainability Environmental Social Governance Appendix 2023 ESG Report 12 ' Contents Glance Approach to Solutions p ESG DIVERSITY SOLUTIONS HOW GRAINGER SUPPORTS CUSTOMERS WITH THEIR DIVERSITY GOALS Grainger's Diversity Solutions Programs assist customers in diversifying their supply chains and Reseller promoting the growth of underrepresented Diversity Grain9 er Disadvantaged Business End Customer supplier groups in the United States.Grainger r Enterprise(DBE) has more than 20 years of experience partnering . . with small and diverse businesses through two Supplier Disadvantaged Business core programs. Diversity Enterprise(DBE) Grainger End Customer Grainger's Tier 1 Reseller Diversity program helps customers meet their diversity procurement Services to support contracts and/or projects goals through certified Disadvantaged Business - Enterprise(DBE)authorized resellers.The TIER 1—DIVERSITY ALLIANCES OFFER TIER 2—SUPPLIER DIVERSITY PROGRAM • -7,000 DBEs are part of the Grainger program is designed to deepen our customer (RESELLER DIVERSITY): • High-Touch Solutions U.S.Supplier relationships and identifyways to delivergreater Grainger works with diverse suppliers PDiversity Program,which includes direct value to new and existingcustomers.The • Grainger High-Touch Solutions U.S. (DBEs)to buy product and sell to the 1 partners with small and diverse end customer and indirect spend program provides MRO resellers and customers greater access to products and services and businesses,enabling them to directly sell • The customer can take diversity spend provides reach to segments and contracts to end customers through the Grainger credit for those qualifying purchases GRAINGER SERVICES typically mandated orprioritized for small contract as authorized resellers • Grainger works with small and diverse tyP y • In 2022,Grainger High-Touch businesses and DBEs.Grainger's Tier 2 Supplier • Grainger helps customers meet their Solutions U.S.spent more than more third-party businesses to support onsite Diversity program enables customers to diversify diversity procurement goals through than$2 billion on products from small services(e.g.,delivery,sales activities, their supply chains and promote the growth of spend with certified DBEs businesses,including woman-,minority-, KeepStock®) underrepresented supplier groups. • In 2022,our network of diverse veteran-,LGBTQ+-and disabled • Services offered through our network of authorized Grainger resellers sold person-owned businesses,as well as qualified,insured and licensed third-party Grainger is also a corporate member of the hundreds of millions of dollars of HUBZone and disadvantaged service providers Women's Business Enterprise National Council products to customers businessest, (WBENC)and participates in various virtual trade,networking and learning events and develops relationships with diverse businesses. 11.Data represents reporting period of the federal government's fiscal year ended September 30,2022. RAMM. — 2023 ESG Report 113 EMERGENCY MANAGEMENT PROGRAM Grainger's Emergency Management Program is the local support with national reach that customers can rely on before,during and after an incident.From severe weather to pandemics,Grainger's Emergency Management Program helps communities prepare for the expected and unexpected. •m i Nationwide logistics network:Grainger facilitates a large network of local branches [=1 Faster response,repair and recovery times:As an invested member of the ` • supported by a state-of-the-art,integrated distribution network. I communities we serve,Grainger is committed to delivering the unique support and products our customers need as fast as possible. Emergency support team's Grainger mobilizes internal and external resources to Relationships with local.regional and national authorities: By facilitating I assist impacted areas.Call centers can accept phone orders 24 hours a day,and relationships with organizations like the Federal Emergency Management Agency,the local branches provide essential solutions to help their communities rebuild. Department of Homeland Security and the American Red Cross,Grainger keeps a pulse on what is happening nationwide and how to support when emergencies occur. , ',''1 2022 HURRICANE IAN—FROM PREPARATION TO RECOVERY...GRAINGER IS THERE TO SUPPORT CASE STUDY PREPARE RESPOND RECOVER Before Ian made landfall,Grainger evaluated inventory,moved Grainger was asked to participate in the state During the recovery and restoration efforts,the high-demand product into market and was ready to meet Emergency Operations Center(EOC)shoulder-to- Grainger team remained onsite to partner with s customers'planning needs.Florida state and local governments shoulder with emergency professionals.During Ian, impacted customers.Grainger supported staging and purchased generators,sandbags,water and sheltering supplies four Grainger team members worked shifts in Florida's logistics efforts and ensured distribution of critical ,, ` in anticipation of Hurricane Ian.Grainger activated our internal EOC to meet the critical and high-volume demands of supplies,such as hygiene kits,tarps,personal Emergency Response Team to support the planning and the state and local government. protective equipment(PPE)and chainsaws. eventual response and recovery needs of Florida customers. _ Table of Grainger at a Our Sustainability Environmental Social Governance Appendix dorrnmsm = Contents Glance Approach to Solutions 2023 ESG Report 114 ESG bli,N, . i-y, ,,, ...„,,,. , ,, 1 1 I VALUE-DRIVEN SUSTAINABLE PRACTICES THAT BENEFIT OUR CUSTOMERS 4 404111 ...- �'�0_� '--' g In addition to our environmental products and services,Grainger embeds sustainability practices into our comprehensive 40 * iirgs4i,, offerings that drive value for the customer and support their sustainability goals.Some examples of this include: ' TRANSPORTATION AND SHIPPING EFFICIENCIES .i. C : ' t? ' T -4liiiilliillllilllll Grainger demonstrates commitment to sustainability We have many sustainable packaging initiatives,including: ¶ .,-!"...` _ lrir '1. throughout our transportation and shipping practices. .� � -.. 4 In select distribution centers(DCs), ,,, Grainger designs its distribution and transportation network E: ^ ow *' '^Ili(" • we employ a technology to right-size packaging for parcels, 4.--7 s�` to optimize the customer experience and reduce i ,► 1• reducing the overall size of a package.This results in a environmental waste.Throughout our network,we actively �' / w * r reduction of the number of vehicles needed,freight costs, `�• manage order fulfillment with the goal to ship orders in the , fewest number of cartons from the nearest shipping emissions and product damage,while enabling laborr i(In , . pp g point. savings and minimizing unnecessary void fill.We measure t . our carton-to-order ratio by tracking the number of boxes we > r Grainger relies on a network of third-party carriers for ship compared to the number of orders we receive.We ti. v tr. \ • transportation needs,and is always working to improve the monitor this ratio to drive improvements in packaging and �i F, IT environmental performance of outsourced logistics.We work corrugate use. t� closely with these providers to continuously identify � , t opportunities to maximize efficiency and minimize fuel use. Primary packaging:We ship products in suppliers' \ f ' I Grainger continues to be recognized by the U.S.Environmental packaging(primary packaging)whenever possible.We also (4) r Protection Agency(EPA)as a SmartWay"partner. use strapping or wrapping when applicable to consolidate 1 I r�`'tp items without adding outer packaging. :• itt , SUSTAINABLE PACKAGING -. r Our iconic Grainger boxes and paper At Grainger,we work closely with our suppliers to identify dunnage are certified by the Sustainable Forestry Initiative and opportunities to improve packaging sustainability and protect are recyclable.Additionally,Grainger boxes are made from ‘..- the products we offer.Our Supplier Packaging Guidelines more than 40%post-consumer recycled content. promote sustainable options and best practices for our -` \� suppliers to minimize potential product damage and waste 49_ while maximizing the use of recyclable materials. i R :11\1 Tr*' rrUingoogirsigaisigir mtAQ�� 1 • , Ill% ti i, I I' KEEPSTOCK1° 10 Grainger's KeepStock®inventory-management solutions help customers optimize their MRO inventory through inventory N. i .-, analysis and SKU and cost reduction.This solution also helps / 31 reduce their environmental footprint by enabling customers to r . _ , minimize excess inventory,number of orders and J �� 1 transportation needed while optimizing space usage. 4 , . . . 0 .,.. ... . ` �„ n i lt SPECIALISTS AND OTHER VALUE-ADDED SERVICES 411111111 ii, l Grainger's specialist teams focused on safety,metalworking, L -1 consulting and technical product supportprovide value-added ,/^ 3 + services for our customers at no charge.Typical outcomes I R `, —ti, include a greater level of safety protection,extended tool and 1/11N11 _ _ ° ' product life,increased efficiencies,reduced scrap rates and 1 i h1 - t ( ' �4' reduced operating expenses.As an example,Grainger's ti 1 r—ti. 4 , 1 I metalworking program includes tool reconditioning services that reduce consumption of newproducts byextendingthe life P ® of a customer's current inventory. t i► willL N 1 r-- ,..„ . . (0 77.L___. _____ . . ,i.iti.e.:_i. ,...,_ Environmental Social Governance -Appendix • � - 2023 ESG Report 116 d Envl ron mental e. is Grainger strives to operate its business and = supply chain sustainably and takes proactive '� action to align our operations with our - === commitment to environmental responsibility. = _- .,.-.?? ...„.....,..... _ . . • - .. _ . `. _==• 4 _ _ . _ . _ ._.,..,. _ , _ _ _ . . _ _ . _ _ __ _ _ _ _ .. _ _ _ _ _ _ _ _ _ . _ .. _ _ _ _ , _ . _ _ _ _ _ _ _ . . _ _ ... . _ . _ _ .74 Table of Grainger at a Our Sustainability Lnvnunmenlal Sor.al Governance Appendix GRAINGER' 2023 ESG Report 17 Contents Glance Approach to Solutions ESG ria 1 111111 . . 0 . , ,. da.............. .,. • , i .N4 ilia! , e. 1 41=11 . :. .,.... . . . Our 2022 Hichlights ,. _,.. . .„4.,,,,.,....:... i#----- _ l'r: ' s°'<' . .._ ,„. . `' . , .. p .... 26°r° 94% . . Y'''', 44., , ,f ,, t reduction in global totalrecycling rate in U.S. "' % '` r s absolute Scope 1 and Scope 2 distribution centers <- rr� c emissions since 2018 4 t .'' A .- .i.,,,,,..,*---s7 MW DD 28% K 0 U 1 l x of U.S solar of North American footprint is .w• r ;, z u ra ,0„;,;(:.,,, �? production capacity LEED-certified N . II/ '''''r nt 0 � : r p. _ ii I lION A --* __.„-: :�, i _ Table of Grainger at a Our Suetamablfty Environmental Social Governance Appendix nr� — Contents Glance Approach to Solutions 2023 ESG Report 119 ESG Environmental Management At Grainger,environmental,health and safety(EHS) excellence are at the forefront of our priorities.Our Global EHS Policy demonstrates this commitment,and our EHS management team is responsible for driving OUR APPROACH strategic initiatives that sustain and build upon our EHS performance.This involves driving short-term and long-term objectives that include: At Grainger,we aim to be responsible citizens of both our energy,improving energy efficiency and embedding communities and our planet.As part of this commitment, sustainability into every aspect of our operations. we strive to operate our business and supply chain Developing programs,procedures,training sustainably,while also supporting our customers in their Through our ESG governance structure,the Board Affairs and iii tools and action plans to meet annual goals sustainability efforts. Nominating Committee(BANC)and the ELC,composed of our and objectives executive leadership team,receives regular updates on We recognize the urgency of climate change and are material environmental topics'progress and provides strategic Promoting employee accident prevention through dedicated to reducing our carbon,water and waste footprint direction to our ESG Working Groups.As a testament to awareness,recognition and incentives in our operations and throughout our value chain.We are Grainger's commitment,environmental performance is tied to focused on reducing our dependence on non-renewable our executive leadership compensation program. Implementing Company and regulatory requirements c, such as those relevant from U.S.Environmental ERA, Protection Agency(EPA)and Occupational Health and Safety Administration(OSHA) Recommending disciplinary action as appropriate for We believe sustainability and strong business performance are connected. That's why we 'a employee/management non-compliance are committed to investing in projects like solar panels, building management systems and .F • hydrogen fuel cell-powered material handling equipment in our DCs. These initiatives both Managing the resources to meet requirements contribute to a greener planet and generate measurable financial results. 0-4. Leading EHS committees and working groups in —DEE MERRIWETHER, '� order to drive overall program implementation SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER Further details on our EHS program can be found in the Health and Safety._ of this report. . _ Table of Grainger at a Our Suatainabilily Environmental Social Governance Appendix 2023 ESG Report 19 Contents Glance Approach to Solutions ESG TOTAL GLOBAL SCOPE 1 AND 2 ABSOLUTE EMISSIONS IN THOUSANDS OF MTCOZEAND EMISSIONS INTENSITY Climate Change Disclosure and GHG Emissions K NTCO,a """;;;.° In line with Grainger's commitment to mitigate climate risks Our current climate target,set in 2020,is to reduce global 90 87 12 and reduce carbon emissions,we follow the guidelines of absolute Scope 1 and Scope 2 emissions by 30%by 2030, 80 I79 the Science Based Targets initiative (SBTi)and the using a 2018 baseline.This target follows the medium-term Jj1 71 10 Greenhouse Gas Protocol to align our actions for Scope 1 goals of the Paris Climate Agreement,and we have made 63 and 2 emissions with the goal of limiting global warming to steady progress toward achieving our target. 60 I 8 below 2 degrees Celsius. 50 Since 2018,we have reduced global absolute Scope 1 and 40 6 6 Since 2009,Grainger has annually disclosed to the CDP, Scope 2 emissions by 26%,which achieves 87%of our providing details on business risks and opportunities global reduction target.In 2022,our total global Scope 1 and 00 4 related to climate change.Grainger is proud to have Scope 2(market-based)GHG emissions totaled nearly 0 received an A-rating from the CDP in 2022,which places us 92,000 metric tons of COZe. 2 in the leadership level and indicates climate stewardship ° best practice. We recognize the importance of reducing Scope 3 emissions 0 0 as part of our strategy to mitigate climate risks and our 2018 2019 2020 2021 2022 environmental impact,and the ESG Leadership Council •Scope .1 Scope 2(market-based) Intensity(MT CO,e/$M revenue) OUR INITIATIVES TO REDUCE DEPENDENCE ON regularly reviews our overall carbon emissions reduction NON-RENEWABLE ENERGY CONSUMPTION AND strategy.Scope 3 considers all indirect emissions(not included TOTAL GLOBAL ELECTRIC POWER USAGE BY EMISSIONS INCLUDE: in Scopes 1 and 2)that occur upstream and downstream from FACILITY TYPE(MWH) 1. Increasing solar energy use at our facilities Grainger's operations.The majority of our Scope 3 impact resides in the product-use phase,or the energy required to 2. Improving technology and efficiency in our building operate the products Grainger sells.Our Scope 3 emissions 97,000 management systems disclosure can be found in our annual CDP Climate Change 3. Implementing high-efficiency life cycle replacements Assessment response.In 2022,we made progress in our Scope 3 strategy by further assessing our data quality and 4. Transitioning from traditional Powered Industrial Equipment identifying suppliers that contribute to the majority of our 36,000 (PIE)batteries to hydrogen fuel cells 28.000 Scope 3 emissions.In 2023,we plan to continue this progress by continually refining our calculation methodology,improving 7,000 our data sources and engaging with our suppliers. DC Corporate Branch Other (data center&warehouses) Table of Grainger at a Our Susteinai,,,:y ri,..,,r.4.411n. ,,,, A. , ,,,,III'. .wu,a3/. � ' Contents Glance Approach to Solutions 2023 ESG Report 120 ESG . y r; , I " . -_ ':'Ir „L.) SOLAR PRODUCTION(MWH) ` •• y - 1 —. .,,4 , 7.,P1tl.i.•0•7.. '. .....,I .. Ill '..- 8,000 11 6,000 7,000 7,000 6,000 7,000 r fir•- , -r t rye. �. , / _ e.•e • -��• �•~ ' • . sae ,� 2017 2018 2019 2022 BUILDING MANAGEMENT SYSTEM Building Management Systems(BMS)help us achieve our energy efficiency goals by allowing our facility EmissionsReduction Strategy managers to provide the proper working environment for team members and minimize Grainger's energy costs. • Currently,more than 40%of our footprint in North SOLAR HIGH-EFFICIENCY LIFE CYCLE America has either been built or retrofitted with BMS We currently have 7 megawatts direct current(MW DC)12 of REPLACEMENTS • On average,Grainger has realized a 10-15% solar panel installations at our U.S. DCs.These solar At Grainger,a core part of our strategy is upgrading to more reduction in energy use and expenses at our installations have resulted in more than 8,000 megawatt facilities after installing and optimizing set points efficient equipment once it has reached the end of its useful hours of renewable energy produced in 2022. life.We do this through LED retrofitting with occupancy and schedules We continue to expand our solar footprint across key sensors and HVAC upgrading with energy efficient In 2023,we will continue to expand our BMS footprint facilities,which will help us achieve GHG reductions,provide equipment.We continue to see high energy reductions from across all of our U.S.DCs and branches,getting us additional clean energy independence and financial this and have projects slated for 2023,including select distribution center LED retrofits. closer to having an enterprise-wide view of our buildings. incentives and lower operational risks. Given that branches account for one-third of Grainger's energy consumption,the implementation of BMS in In 2023,we are adding a number of large-scale solar these locations is expected to further optimize energy installations in addition to piloting smaller installations usage while monitoring air quality and enabling within our branch network. predictive maintenance. 12.All solar capacity values are reported in megawatts direct current(MW DC).The solar capacity for 2021 has horn restated from 8.4 MW,which was previously reported,to 7 MW DC. GERA121. 7+dingo, ;, .�..r ..1,1'..1:.e,,.,.. .. . �I. ..octal overran,, Appenns .r Glance Approach to Solutions 2023 ESG Report 121 ESO U.S. DC RECYCLING RATE 2017-2022 HYDROGEN HAZARDOUS WASTE After our pilot in early 2022,we started construction to add the Grainger is a distributor of maintenance,repair and operation i infrastructure needed to distribute hydrogen at three of our (MRO)products and does not generate hazardous waste as a 90% 89% 92% 94 DCs,which will convert powered industrial equipment(PIE) function of a process or byproduct and only handles product in 85x 186% I I I I from lead-acid batteries to hydrogen fuel cells. manufacturer's packaging.Grainger does generate incidental hazardous waste from product that is damaged,obsolete or These new hydrogen fuel cells will utilize green hydrogen returned when it is no longer usable for its intended purpose. produced through sustainable energy sources.Utilizing green Grainger's waste management policy ensures that hydrogen will reduce emissions from the operation of our PIE management of regulated waste is conducted in accordance fleet at these facilities. with all applicable laws and regulations.Additionally,we require regular hazardous material safety certification and training of all team members who might be expected to come WASTE AND RECYCLING into contact with our hazardous material products because of their job function. To achieve our sustainability goals,we focus on implementing innovative solutions that help us reduce or eliminate waste and close material loops.We standardize recycling processes and share best practices across our network.Our DC leadership ZERO WASTE receives monthly progress reports on recycling,and local facility managers include recycling metrics in their annual Grainger has been awarded three silver level TRUE 2017 2018 2019 2020 2021 2022 Zero Waste Certifications at our Dallas-Fort Worth DC performance goals.We also partner with a third party to track our waste and recycling data and to find opportunities to (DFDC),Illinois DC(ILDC)and Northeast DC(NEDC). improve our diversion rates. Prerequisites for the TRUE certification include a TOTAL GLOBAL WASTE AND RECYCLING recycling rate of at least 90%and a contamination rate To help manage waste and recycling at our U.S. of less than 10%.Grainger has additional DCs that -24M lbs >72M lbs branches,we use waste container monitors,which have met this threshold,and we continue to evaluate helps us optimize our scheduled pickups, reduce the further opportunities to reduce waste. amount of vehicle mileage required by waste haulers and of non-hazardous waste of waste recycled quickly detect and resolve contamination issues before they disposed impact downstream processes. anis of Grainger at a Our Sustainability Environmental Social Governance Appendix 1111 , Contents Glance Approach to Solutions 2023 ESG Report 122 ESG GRAINGER GLOBAL TOTAL WATER WITHDRAWN --7' WATER WATER ANALYTICS PILOT CASE STUDY (CUBIC METERS) AT CORPORATE HEADQUARTERS Because of our commitment to reducing water usage, 524,000 504,000 - we monitor and measure our water footprint and always Grainger is currently developing an internal water analytics t I look for opportunities to reduce usage,such as installing system through the installation of advanced controllers and 2021 2022 - - ! water-efficient fixtures at our largest facilities.Grainger's leak detection alarms.We plan to install additional water total global water consumption in 2022 was more than j - Awa. -.tui.4. sensors throughout the building and are piloting the use of - 1 -_ : . —ow- _ 504,000 cubic meters,which represented an smart-battery technology.Once this system is fully installed, 1 l i - -mak �- approximate 4%decrease from a 2021 total of nearly we will have the ability to monitor nearly all water usage _ — 524,000 cubic meters. down to individual systems and locations,allowing us to �, ����1-- � optimize our water consumption. .elm sjyirimnirigsaji inikie. LEED Grainger has been a member of the U.S.Green Grainger has led the MRO industry in building LEED certified Building Council (USGBC)since 2007,and we are a facilities with accomplishments including: =WM• leader among the MRO industry in operating • First LEED certified building in the MRO industry Leadership in Energy and Environmental Design . First LEED certified DC in Monterrey,Mexico Mgr ill..11111 mid MIMI' (LEED)certified facilities.Of Grainger's total North American facility footprint, nearly 28%of square • Largest LEED-Cl Platinum project as of the footage is LEED certified. LEED certified buildings completion date' ''1 me use 25% less energy with a 19% reduction in • World's first LEED V4 data center oLig.. aggregate operational costs in comparison to non- certified buildings13. .._W " Ai•• -w tic ( \ '., 1,„. •.. v 13.GSA,'Green building penormance A Post occupancy evaluation of 22 GSA buildings'August 2011. � � :moi 14.In 2015,we completed what was recognized as the largest LEED Platinum Project at that time. 1 .. kal I GRIUNGER. =- _. ar,r it -rd npui a, :;,, s a nah I.Iv •m,... mnlai Soca) ,,,vcrnanc0 Appendix Iontents Glance Approach to Solutions 2023 ESG Report 123 _.. ..... ::.. +--- __.. - -. e - ESG l .l 1,;(7-17.--' I F : Socla '"Vilill 1 ' \ . • Grainger is committed to creating a safe, inclusive . . --: - and rewarding workplace for � i' f.r . ,- _ our team members and to 1 • strengthening the communities f. r° in which we operate. - r, It Table of Grainger at a Our Sustainability Environmental Social Governance Appendix 2023 ESG Report I 24 Contents Glance Approach to Solutions ESG :1411404,4 It-f \\\\\\\\\\\3"kis, \\\� r rt:N."---„ \\ I _ \\ .` ���� diff \\\\ ����� •�• u r 2022 OHiChlichts lir 1. '< ► 24°�° 35°�° >12K Vir away — racially and ethnically women leadership hours volunteered b Y 0% diverse leadership representation in U.S. U.S.team members at N. .... _ \itIiii. . , � : ; ° in U.S. and Canada nonprofit organizations , % �$47M . \40. of team member participation in of total company cash contributions Managing Unconscious Bias training15 and product donations • . \ OUR APPROACH _ .4 r Advancing a safe and inclusive workforce while empowering our communities to have y a +v .� thriving and resilient futures • ' -- - - - 15.Total company,excluding MonotaRO. tll • GRAINGER -_ Gra r er ata Our Sustemebd ly Envirunmxnl:J Social - 2023 ESG Report'25 )1111 , Glanw AoproeCh to Solutions 111 FSG Health .• a . , ; --1*. , . . , ., • ! a i , .. ., and Safety • i • _ .�... ft Grainger is committed to providing a safe work The EHS department is responsible for applying relevant i /iv,. environment and ensuring team members are properly federal,state and local regulations and for considering ' trained to perform a variety of tasks necessary to support proposed regulations from the U.S.OSHA, U.S.EPA and the our customers. U.S.Department of Transportation.All operations team tit:i t members complete training to ensure full understanding of As aglobal leader in industrial distribution,Grainger the expectations outlined in our Global EHS Policy. drives Environmental,Health and Safety(EHS)excellence _ by promoting: Our U.S.-based business safety performance includes all • Safe people and processes for our operations around operational and non-operational full-time and part-time team U.S. SAFETY PERFORMANCE FROM 2017-2022 the world; members.Grainger experienced a total recordable incident rate of 1.3 for 2022 and a lost-time incident rate of 0.4,with 1.4 • Safe environments through proper product handling,storage zero work-related fatalities.Our total recordable incident rate 1.3 and waste minimization for all business areas;and and lost-time incident rate are favorable to the Wholesale 1.1 1.2 1.2 • Safe distribution through proper transportation of Industry average of 2.4 and 1.0, respectively,as defined by 1.0 hazardous materials. the U.S.Bureau of Labor Statistics(BLS)16. In review of the total recordable cases,the data indicates an increased trend Our EHS program is integrated into all aspects of business of treatment with physical therapy and prescription operations to keep our team members safe and healthy,while medications,which makes an injury case recordable by 0.4 0.4 0.4 keeping facilities operating safely and sustainably.The EHS OSHA definition.A closer partnership with our workers' 0.3 team supports all functions,including the Branch and DC compensation provider on utilizing in-house early intervention 0.2 0.2 networks,and participates in the KeepStock°0 Inventory practices will be a focus in 2023. Management Steering Committee. 2017 2018 2019 2020 2021 2022 • U.S.Total Recordable . U.S.Lost Time Incident Rate(TRIR) Incident Rate(LTIR) TRIR:The total number of OSHA LTIR:The total number of lost recordable illnesses and injuries time incidents per 100 team per 100 team members in a year members in a year. 16.U.S.Bureau of Labor Statistics(2022.November 9).U.S.Bureau of Labor Statistics-Injuries.Illnesses.and Fatah..for NAICS 42(wholesale trade industry;. GRAINGER -,fl.h, .iia�,ignr.,., .,is,d.r. t.,1 I, r-,,ronmentdl .,u,a ,ioverr,ar,.e Appendix -- Contents Glance Approach to Solutions 2023 ESG Report 126 ESG , -, . 4111 in L _- r 4 I �! , I rt We • t * 7 I+ �� v t,'.I A� i l SAFETY TRAINING PROGRAMS AND ENGAGEMENT ii:..,. 1 �1: � .c 1 Grainger requires that team members are regularly certified talks from team members'direct leaders, reinforced accident %•• on topics relevant to their role and responsibilities,such as investigation and safety walkthroughs. Finally,the EHS team hazard communication,hazardous materials safety and supports all team members through an internal website that i!: : • r j shipping,hazardous materials compliance policy,refrigerant provides answers to frequently asked questions and enables I compliance,back and knife safety and powered industrial- contact with the EHS team. Kequipment operation. • — •••• m We created a behavior-based safety program to build a SAFETY PARTNERSHIPS self-sustaining culture of safety using safety observations Grainger leverages external partnerships to support our EHS performed by supervisors that enable in-the-moment professionals,including: coaching and positive feedback. Program implementation "DON'T WALK BY" INITIATIVE began in 2011 with our U.S.DC network,and by 2017, it was Grainger is a proud member of the Campbell expanded to include the U.S.branch network,as well.It was Institute of the National Safety Council,the mission of which Our Don't Walk By campaign speaks to the health and further expanded to include Canada and Mexico in 2022.The is to use research,education and advocacy to eliminate safety rules in place at Grainger that team members are number of safety observations conducted in the U.S.and preventable deaths at work,in homes and on the road. trained on and follow.We continue to incorporate best Canada totaled nearly 44,000 during 2022. • Grainger Canada participates in the Certificate of practices to ensure team members know how to speak Recognition(COR),an audit standard for health and safety up if they see a concern. As part of the 2022 annual training plan,we improved the systems,as part of our EHS commitment to our resource tracking and classification of injuries and events,developed extraction customers in Alberta,Canada.We undertake the new protocol definitions,enabled better feedback through an COR audit for full certification every three years,with DON'T WALK BY l,_ _�.- Injury Review Forum and provided further opportunities for maintenance audits conducted annually. communication through devices and our online platform,all of Grainger's Field Safety Consultants work with third-party which led to increased accountability.The Grainger team ■■ �r+ launched a campaign on safe manual handling of loads, organizations to identify hazards and apply the hierarchy of 0"::::-'7":'—.. "' — �'� �� © which included behavior-based safety(BBS)audits,safety hazard control to find solutions for customers. 0.:_-__ 'i_ii _,. , • 1 , c ii, GRANGER GRA � __ Table of Grainger at a Our Sustainability Environmental Social Governance Appendix 2023 ESG Report 127 ,,, Contents Glance Approach to Solutions ESG . CASE STUDY GRAINGER MEXICO'S "PROTECT YOUR BACK"CAMPAIGN GRAINGER MEXICO SAFETY APPROACH Back and muscle pain due to improper manual handling of loads represents a leading cause of team member injury. To address this challenge,the following activities are being implemented in Mexico: In Mexico,Grainger raises awareness about health and safety by encouraging team members to follow the four safety pillars: 1. Return home as I arrived at work 2. Be responsible for my own safety "Protect your back"ergonomic trainings Ergonomic job instructions and visual Ergonomic tables implementation 3. Be responsible for others'safety and campaign for all operative team aids on-site where required,as identified through 4. I have the power to"stop the line" members in accordance with local kaizen and risk-analysis standard NOM-036-1-STPS-2018, methodologies In part due to our focus on these safety pillars,the total which is also emphasized during new recordable incident rate for Grainger's Mexico facilities has hire orientation remained below our internally established goal of a 2.9 TRIR during the past few years.Our EHS specialists designed a detailed plan to ensure team members continue to be • PROTEGE • • PROTEGE • • PROTEGE • • PROTEGE • • PROTEGE • prepared to carry out their daily tasks in a safe workplace in the comingyears. TU ESPALDA ' • _ •_ TU ESPALDA • _ • TU ESPALDA 1 ® Nurses are available on-site at our two Mexico DCs to provide i' e• ' • • . : •rk_.AcktresasioitiNtat a : immediate medical attention if necessary,offer follow-up care res ( iii / J .� V ,,,111 and preventative health campaigns,as well as connect team %Ir. • members with local health institutions.Additionally,we •�� 9 0 !i o. . 'Ill! participate in regular inspections from local authorities to verify rodlike.y � — kr arspokila �' Grainger remains in compliance with applicable federal,state +ass+ - wlr.�«• and local regulations. k:' nJ 3a .vr�n�.w 4101116' Cuando un objeto peso nose•wanes. 410..40h mos de 20 kilos o es de - Reailzarejerciclos grander.dimensiones. Es mas seguro Levantarde de calentamiento al utilizaayudameconica Nuncagirestucintura •EMPUJARquoUALAP manera seguro inicio de tujornada o pide opoyo o un • mlentras sostienes una tin obiotoesto evitara un objeto evitara to ayudaro a evitar co'nponor o peva evitor cargo,evita tener •a sobrecsfuerzo en tu lesiones en tu espaldo lesions. arguna lesion. - espoido Our Susrainab lay Cmc - , ',,ena:, GRAINGER' -- Glance Approach to Solutions 2023 ESG Report I 28 PSG Diversity, Equity and Inclusion r, 4 Over our 96 years,Grainger has earned a reputation as a respected employer and a trusted ' `•t, partner.We create a welcoming culture where team members can share their experiences with ...i.-&- �- ' v/ !,n others,have opportunities to grow and feel a sense of belonging. .. t I+ r�I�l1; OUR COMMITMENT ,. t 7. �^ ,j'jt�(1�jJ(I��f I'II! j illi,; �� `I�jllt �� '- At Grainger,we believe our differences make us extraordinary.Diversity,equity and inclusion41110k JI tt ii x a„ qa� `'"l �I, I I I _,r` 1 + , t"moi (DEI)are woven into our principles,so team members feel comfortable being their best selves y Iff�'j Ill �;t• f and sharing who they are.We believe that the collective sum of our individual differences makes "9if Nlji j our business stronger,our teams more innovative and Grainger a great place to work. ,,,w % , i t 1 + '1,-;,, our ' r� , t We respect and welcome all individuals—regardless of sex,gender identity and expression, S !. a sexual orientation,nation of origin,race,color,age,disability,veteran status,and religion. Irl y i � �, \C{ �. i Our commitment to DEI starts at the top.Through our ESG governance structure,our Board s, ' s Affairs and Nominating Committee(BANC)receives regular updates on DEI initiatives.The ESG :i r +:'` Leadership Council reviews diversity representation data regularly to establish functional focus --- ( 'i. r, ` _ areas with the mission of equity and advancingl - q y gender and racial and ethnic diversity at all levels of the business.Senior leaders have embedded DEI priorities into their business goals and are ‘y.,/� i; accountable for advancing diverse leadership representation. e//.yi Each day,Grainger delivers an exceptional experience for our customers,and -- _ we work Just as hard to ensure our team members have a welcoming workplace �ls�" where everyone can be who they are and have a thriving career.We know our � ii • investments in everything from comprehensive benefits to inclusive behavior education makes Grainger a great place to work. —KATHLEEN CARROLL,SENIOR VICE PRESIOEN AND CHIEF HUMAN RESOURCES OFFICER �A tt�. = Table of ,,ra war ata Our Susca nabiLty Lnvvonmental Social Governance Appendix 2023 ESG Report 129 Contents Glance Approach to Solutions ESG DIVERSITY DATA AND REPORTING GENDER(U.S.AND CANADA)—ALL TEAM MEMBERS GENDER(U.S.AND CANADA)—PEOPLE LEADERS DATA TRANSPARENCY 2020 2021 2022 2020 2021 2022 In 2022,our DEI data transparency journey focused on %Women 38% 39% 40% %Women 34% 34% 35% streamlining access to our data through dashboards.These %Men 62% 61% 60% %Men 66% 66% 65% tools enable senior leaders to more easily utilize demographic data as they engage in functional talent planning and DEl goal setting. RACIALLY AND ETHNICALLY DIVERSE—(U.S.)—ALL TEAM MEMBERS" RACIALLY AND ETHNICALLY DIVERSE—(U.S.)—PEOPLE LEADERS" In addition to enhancing our data access and reporting capabilities,we prioritized strengthening the underlying dataset 2020 2021 2022 2020 2021 2022 by deploying customized and targeted self-identification %White 62% 61% 59% %White 76% 73% 73% campaigns for team members inviting self-identification on multiple dimensions of diversity.We also recently expanded our /e Racially and 34% 35% 37% °/a Racially and 22% 24% 24% self-identification categories to include gender and LGBTQ+ Ethnically Diverse Ethnically Diverse identity and invited team members to identify on these %Non-disclosed 4% 4% 4% %Non-disclosed 2% 3% 3% dimensions. As part of the company's continued commitment to transparency,our consolidated U.S.Federal Employment Information Report(EEO-1)is available on GraingerESG.com. 43% 36% 29%/° 27% It reflects the company's U.S.workforce as of December 31 of the most recent year's data available. women in executive women directors racially and ethnically racially and ethnically TOTAL GRAINGER TEAM MEMBERS leadership serving on our board17 diverse executive leadership diverse directors serving on (CEO's U.S.leadership team) (CEO's U.S.leadership team) our board17 '26,C co –23,000 Full-Time f3 000 Part-Time 17.This information is as disclosed in the 2023 Proxy Statement.All other date included on page as of December 31 of specified year. Total Team Members 18.Diversity data reflected in charts includes.non-disclosed as part of reporting.Previously,reported figures did not include non-disclosing team members as part of the denominator. GRMTable o, Ora rigor ala Our SustainaoihI, ._::,::,:h- -..:i _.w al Governance Apt:en.:. „�.�r.... Contents Glance Approach to Solutions 2023 ESG Report 130 ESG I Ai ADVANCING DIVERSITY AND EQUITY Grainger Chairman and CEO D.G.Macpherson was one of the RACIAL AND ETHNIC DIVERSITY •"`- first signatories of the Chicago Network Equity Principles,a ` campaign focused on committing to working toward achieving Strong recruiting and external hiring are outpacing turnover, . gender equity in leadership roles throughout the company by resulting in increased representation in racial and ethnic diversity since 2020.This increase holds true at both the 2030.We have made progress in increasing women .!� - representation year-to-year across all levels within our individual contributor and people leaders levels. vitoo•j-: — - organization.Our focus has expanded to encompass racial "' '� Grainger remains focused on finding opportunities to expandIIIIP•ft and ethnic equity and advancement as well,as evidenced in our pipeline for women and people of color,and we continue to ` our diverse leadership representation metric for executive --invest in the development of our talent through strategic "' compensation,which includes gender and racial diversity in partnerships with organizations committed to growth and leadership positions.As an enterprise,we have evolved and + professional development. advanced in how we interpret progress on DEI and are focused on influencing the drivers of representation that impact equity, ""1 such as helping to ensure equal opportunity to be hired and PAY EQUITY promoted and creating an environment that retains women and Grainger is refreshing the job classifications and racially and ethnically diverse team members. groupings that underpin our U.S.pay equity analysis. With the support of a third party and with updates to 1' . GENDER DIVERSITY our job architecture,we are continuing to strengthen the - analytical model as part of our ongoing pay equity analysis r Grainger demonstrates strength across drivers of gender of U.S.team member compensation. In addition to this — �s'• diversity and has been successful in building the pipeline of voluntary, U.S.-based pay equity analysis,Grainger also ,, C.Y.men through both strong external hiring practices and ,�� +. complies with relevant country-and state-level mandatory • • promotion rates,especially into leadership positions. ' analyses and disclosures.We remain committed to - +..._ .,,,, Furthermore,our data shows no statistically significant providing fair and equitable pay as we continue to evolve differences in retention rates based on gender. and enhance our analysis. 1 a. — 2023 ESCi'..-r F DIVERSITY, EQUITY AND � —.4%,' INCLUSION LEARNING PROGRAMS1. f a i f `/ 7 MANAGING UNCONSCIOUS BIAS '' In 2022,Grainger leaders and team members participated in i .' . , . ......; a DEI learning course called"Managing Unconscious Bias". This course was modeled after the program our senior `, leaders took in 2021 and was designed to help learners: • "1 • Learn more about what unconscious bias is and why most • ,t� people experience it; LOOKING FORWARD: • Explore how workplace bias may emerge in our We intend to further empower leaders t�a�I day-to-day work;and and team members to strengthen our inclusive culture through various _ `` • Identify specific and effective behaviors for managing it in learnings channels.We also continue • the workplace. to enable BeBrave Conversations that migal create a safe space that allows "° ..,.a By December 31,2022,nearly 98%of team members overall �.('1,', ' participants to seek different points of r t /_ r Jam+ completed the course. Based on pre-and post-training •1L 1:_ view and share their own perspectives �� survey results,Grainger team members taking the course — and backgrounds with the intention . _ r reported an increase in understanding and awareness of of cultivating an environment ....__ — unconscious bias,and confidence in mitigating bias. 1111"� + in which everyone feels welcomed Following the course,leaders were asked to hold team 'e••••'"'i.m. and included. fi discussion to reinforce the learnings. 19.Total company,excluding MonotaRO GRJUNGER. 2023 ESG Report 132 BUSINESS RESOURCE GROUPS In 2022,the DEI team and BRG leadership solicited feedback from team members and evaluated the purpose and missions of our BRGs.This work resulted in a refreshed BRG strategy centered around the following pillars: Grainger Business Resource Groups(BRGs)play a significant role in shaping our culture.The results of a recent BRG satisfaction survey indicate that nearly 85%of n BRG members would highly recommend their BRG to , arga T� others. BUILD CONNECTION DEVELOP OUR TEAM Our BRGs,which are sponsored by senior leader executives,are considered an extension of our diversity, Our BRGs build connection and a sense of belonging among Our BRGs help retain and advance our talent through equity and inclusion team.They serve and empower team team members through shared identities and lived experiences. networking,mentorship and development opportunities. members from underrepresented or marginalized groups and are supported by their allies. Xj0 X GRAINGER'S EIGHT BRCS ARE: EDUCATE OUR TEAM STRENGTHEN OUR COMMUNITIES -� Asian ^�` Lat i n o Our BRGs celebrate diversity and equip our team to embrace Our BRGs make an impact beyond the walls of Grainger �`ii/! Talent Recruitment tGrainger places a strong emphasis on finding and attracting the best candidates.We continue to enhance the inclusivity of the candidate experience for all individuals pursuing a career at Grainger. ti # �4* \ JOB POSTINGS CANDIDATES Recent changes to our application process include We continue to invest in and build relationships with • accommodations for applicants with disabilities and a organizations that enable us to expand our diverse talent pool. $.. preferred first name field for applicants whose chosen name • Grainger engages with Ascend,DisabilitylN,Out& differs from their legal name.We also implemented a Equal,National Sales Network,National Black MBA technology tool to remove non-inclusive language from our Association,HACE,The Mom Project, Recruit Military job postings.Since implementing the tool,we have and Hire Heroes USA experienced an 18%increase in the number of applicants identifying as women and a 22%increase in applicants • We have also engaged with Historically Black Colleges and identifying as racially or ethnically diverse for our U.S. Universities and Hispanic-Serving Institutions across the operations. U.S.to foster relationships and attract talent for our early- ,: . . 1•111111111111111111kcareer internships and rotational positions . , SELECT'ON PPOCFcc, • Through these and other partnerships,we participate in :.... national events,support local chapters,serve on _ The Grainger talent team has adjusted the selection process to committees and help student associations achieve greater diversity among considered candidates,when possible.Recruiters present diverse candidate slates to hiring leaders to provide a broad pool of talent to choose from. Recruiters also ensure that hiring panels are diverse,that the standard interview guide is consistently utilized and that all • interviewers join live debrief discussions to have healthy \IS' dialogue about applicants interviewed. -.. t 'n o' r;, a' .;,.. and. r,r , ,., ,,; ,,...i. , .,,,,ince Appendix •••••••°'. ontents Glance Approach to Solutions2023 ESG Report 134 ri---'- igi .I- '". 4-1111 Team Member Learning F4-Learningpplimprorei am 14,z; , r—gIIII4,Fig ...is ,. i In today's ever-changing and competitive market,the importance of developing talent is more crucial than ever.To meet the • unique needs of our global population,we offer a broad range of role-specific, professional development and career and r ' 4. IL • 111 leadership learning designed to build and enhance skills. , 1.1• At Grainger,we segment our learning into three enterprise portfolios that allow us to target learning by audience and need. PROFESSIONAL DEVELOPMENT PORTFOLIO CAREER DEVELOPMENT PORTFOLIO 41If , ! This portfolio consists of learning solutions for all team This portfolio focuses on Development Planning and ‘ members and leaders. career-based programs. • ( _Th' ';� \ Ji 1111 • This program is a • Development Planning This three-step process supports 1 multi-module learning journey that takes place during a team members and leaders in planning professional r new team member's first week. New team members development.Grainger offers tools, resources and online make connections with orientation colleagues,learn courses to support the planning process. to navigate internal systems,build awareness of • Summer Intern Program: In 2022•Grainger organized a • Grainger's business and learn about Grainger's culture 10-week hybrid intern program that offered interns an and how to support it. opportunity to work on a key,function-aligned project, • Elevate Badging Program:This program provides a engage in executive learning sessions,take part in structured and self-paced learning path for team professional development opportunities and attend members who want to grow their careers at Grainger. various networking events. a .. • Educational Assistance:Grainger is proud to support • Early-In-Career Programs:Grainger offers functional . • U.S.full-and part-time team members looking to further development programs spanning a variety of business their education by offering to provide team members up areas such as technology,finance and supply chain to to$5,250 per year toward a qualifying degree of their support entry-level professionals in their career journeys. , choice. For any programs that are above$5,250, The programs provide hands-on learning,mentorship and Grainger splits the cost with the team member 50/50. networking opportunities,as well as a peer cohort -;`~-• community to accelerate development. �"`— . LEADERSHIP DEVELOPMENT PORTFOLIOIR The leadership development portfolio focuses on building and reinforcing people leadership skills for high-potential team ` ‘�� members,frontline leaders and experienced leaders. \, 4 111 (5jC) • ft. -111 ...,. m 1.L1_LJJ? . _ .. __ . 0 ' ASPIRING LEADER PROGRAM LEADERSHIP ESSENTIALS END-TO-END PROGRAM r • This program is designed to prepare Leadership Essentials is an eight-week Our End-to-End program provides Y high-potential individual contributors for leader onboarding program focusing on select director-level team members and it future leadership roles.In 2022,22%of creating a great team-member above with a comprehensive view of our ' 4. those individuals were promoted to a experience by giving new leaders the business,increases business acumen 2 1 N /t leader or supervisor role. knowledge and tools to coach,develop, and drives deeper understanding of .091191110 provide feedback and create an functional interdependencies to expand `'�#' inclusive environment that allows team leaders'perspective.This seven-month _ members to thrive. investment includes a combination of in-person and peer learning,coupled -_ with immersion activities in a variety of Grainger functions. ' . _7111111r- GRAINGER TEAM MEMBERS COMPLETED: 36O,OOO >1 I total training hours total training hours per team member IfA ER. , IaLl'•a Grainger a'a :)Jr ausrarabll Iv _n,nun, nntal Social Governance Appendix Contents Glance Approach to Solutions x1123 b''(' FSG .. N. TALENT MANAGEMENT 1111 • We continue to focus on helping team members grow their careers and be successful at Grainger.We support if: '' . team members'growth through differentiated learning and TEAM MEMBER ENGAGEMENT 7 '" development options, including gaining experience through �.,.. • `� cross-functional movement.We know that leaders who We use a continuous listening approach to understand .,, - _4. demonstrate our principles and gain key experiences across and take action on employee feedback and sentiment. >i lt, different areas of the business can drive results, build high- Our listening strategy includes the following initiatives: .- '� performing teams and understand the business end-to-end. • Conducting an annual engagement survey for all ': x' Through enterprise talent committees made up of senior Grainger team members",followed by a check-in ` � r r '' .-'' leaders,we get to know our highest potential emerging survey six months later. talent and identify ways to accelerate their development. . :,'t, v. Through these committees,we continue to see the growth of • Candidate and exit surveys to capture valuable cranucrs * our future leaders. feedback at the beginning and end of their M f� employment experience with Grainger. r PERFORMANCE AND DEVELOPMENT • Facilitating regular roundtable discussions and team member calls involving our executive team. In addition to ongoing informal conversations,there are three • formal performance and development conversations team We hold our leaders accountable for discussing �'•••••"" 4+ members and leaders have at the startof each year,ine the .)) engagement results with their teams and crafting 6,1 middle of the year and at year-end.Open,honest dialogue action plans based on the findings to foster ongoing N '�. about performance,development and career growth supports enhancements in the team member experience.Our T our principles,keeps lines of communication open,builds trust engagement scores consistently surpass industry and helps fulfill our purpose. benchmarks and have seen consistent improvement, ' .x underscoring our dedication to creating a fulfilling and Team members and leaders are equipped with several setting resources to enable effective discussion onclear rewarding workplace for our team members. — goals,delivering impactful feedback and supporting individual 20.Total company excluding MonotaRO �+' ~ - career development.To further enhance the conversations,a - guide was developed to provide leaders with additional and consistent language to assess team member performance and have focused input for goal and development planning. GRA _ Sus;ainabilLty .-nsi.,m^ental Social Governance Apn,- . I 0 to Solmlone 2023 ESG Report 37 c;G , ki's... o a • y 1011pbt TOTAL REWARDS 4111t . r ,a + ; ,rte Grainger delivers a comprehensive program that offers flexibility,choice and the opportunity for team members to actively participate in benefits that are most important to them Z* 'i and their families21. ••k• - • �����(� , -5-�`•r, t.. • Team members have access to health plan resources,including disease management, �, ` :�' ;�ic tobacco cessation,parental support,stress management and weight loss programs with online support communities,24-hour virtual health services and many other features to receive timely ....� health-related advice. 4 • We launched a pilot maternity support program to allow 24/7 support from a care advocate Ili through pregnancy and the newborn phase. y0. r • In 2022,we announced the expansion of participation in the company's annual incentive plan ''''f- _ program and a one-time special financial recognition bonus to acknowledge the contributions • . _� '` `` of our team members and in recognition of the work they do every day to support our a( } '.,t,; '„ w--.',..2•,-,f} 444 customers and keep the world working. `g •.„, '�t' k,; +�'>r • All team members receive a 6%company 401(k)contribution regardless of whether they contribute personally.In 2022,we expanded the funds in the 401(k)program to provide 'Ill_ �; sufficient options to cover the most important and prevalent asset classes. mat 'e 11141 Each team member receives paid holidays and time off,educational assistance and income N ' , protection benefits,as well as a variety of other benefits.We regularly seek team member feedback and conduct external compensation and benefits-related benchmarking to remain competitive in each of the markets where we operate. �, ""'" -" • r_1-- - ••••' Tau 21.Benefits discussed in this report ere U.S.-focused. able of Granger at a Our Sustainabillty Environmental Social Governance Appendix GRAMM.,, = Contents Glance Approach to Solutions 2023 ESG Report 139 ESG Community Investment COMMUNITY STRATEGY rr_ Grainger is committed to creating a positive impact in our �'7 •�"'J;,k communities.In 2022,Grainger contributed nearly$47 ;, "�/ri% ; :,-.; million in cash and product donations to nonprofit organizations. t s ` '�' Grainger is committed to positively impacting the k communities where our team members and customers i /�►' j, ! , live and work by collaborating with community partners — tj I that build resiliency and strengthen our local communities - 3�' d�l _ __� s � l I lid through a combination of grants,in-kind donations, f team-member volunteerism,nonprofit board placements , ' f Y and our 3:1 Grainger Matching Charitable Gifts Program. t Y 'j 4 GRA i 1 , G +� F J a OUR APPROACH !' r _� - - ® ''� = 111111111111111 In 2022,we began implementation of our new strategy, ..,rrall' AYsupporting partners and programs aligned to our new community pillars. Support Disaster Resilience Advance the Empower Our and Relief Emerging Workforce Communities ,,,rte . - 2023 ESG Report 190 CASE STUDY SUPPORT DISASTER RESILIENCE ADVANCE THE EMERGING WORKFORCE DISASTER RELIEF BUCKET BUILD AND RELIEF In September 2022, hosted a service day the next generation enters the workforce,it is important they PGrainger Grainger's partnerships,products and people enable us have the skills needed to succeed in today's world.Grainger's introducing the new signature volunteer event to build to provide vital resources to prepare and respond when support helps to equip individuals to become life-long learners disaster relief buckets at its Lake Forest headquarters in crises strike. with the guidance,funding and tools necessary to enable recognition of National Preparedness Month and success and be connected to work across technology and Grainger's 95th anniversary. In 2022,we served as an American Red Cross Regional skilled trades.The company conducted research and engaged Disaster Responder.Our support enabled the Greater with several nonprofits with the goal of identifying potential Nearly 350 team members filled and donated 4,000 Chicago Chapter to help people affected by natural partnerships that support this strategic pillar. emergency use clean up kits to the Red Cross for disasters and other human-caused tragedies.Since the distribution to communities affected by natural disasters. beginning of our relationship in 2001,Grainger has donated The Red Cross joined us to kick off the inaugural event more than$21 million in cash and product to the American EMPOWER OUR COMMUNITIES andisreceiveter the rfiecovery tsraided in cleanupof completed kits.These Red Cross.Grainger team members volunteered to support disaster recovery kits aided and recovery disaster response,smoke detector installation,blood drives, efforts.The buckets contained bleach, household cleaner, P Grainger strives to empower local communities where team work gloves, rubber gloves,scrubbing pads and much comfort kit builds and virtual opportunities such as Missing members live and work,driving social and economic benefits more from our inventory including Grainger's Tough Guy® Maps.Additionally,Grainger Canada has partnered with the through programs that foster long-term resiliency,growth and brand trash bags and mop heads. Canadian Red Cross in similar ways since 2009. upward mobility. In response to severe hurricanes making landfall in the U.S. Sharing a commitment to promoting education equity,Grainger i - `, ' and Puerto Rico in 2022,Grainger made emergency grants collaborated with North Chicago Community Partners to offer • to the American Red Cross and Direct Relief in support of in-person volunteer opportunities for team members at our 11/ I �.�-s ,.. .• r Hurricanes Fiona and Ian.The donations supported both Lake Forest and Chicago locations.At the volunteer events, ~ _ �'� ,'�4. ''�r�t r: immediate clean-up needs and long-term recovery and Grainger team members assembled STEM-focused I �'or - ,\_,,..,,,,, .. ::, K rebuilding efforts in Florida and Puerto Rico.Grainger also educational kits to support students in the North Chicago provided financial donations to the American Red Cross School District,which included books,engaging learning ��. t; following gun violence incidents and to UNICEF USA in activities and gardening supplies,all designed to encourage 4 t• _' , support of UNICEF's response to the war in Ukraine. students'appreciation and stewardship of the planet.In r~. , ' / addition,volunteers spent time reading with students and tom= 4.7 '� distributing the kits for at-home use. `I4Mb i ji, ' I 1.1`,. MM -- i 202 1 Roport 140 , I • ="` VOLUNTEERISM MATCHING GIFTS PROGRAM Our team members are passionate in their support of local The Grainger Matching Charitable Gifts Program aims to communities.In 2022,U.S.team members volunteered more amplify our U.S.team members'personal community support than 12,000 hours. via a 3:1 match.In 2022,Grainger granted more than$2 million in matching gift contributions to more than 1,000 Volunteerism helps support communities and drives team nonprofit organizations.The company matches up to$2,500 of ' member engagement by providing unique opportunities for team-member—eligible contributions to qualifying organizations professional development and team building while positively annually.The match program has been offered to U.S.team impacting our communities.Grainger provided many members since 1981. opportunities for team members to volunteer,including but not limited to,events through our Red Cross relationship,events during National Volunteer Month and events offered by our Business Resource Groups. 4 COMMUNITY IMPACT THROUGH BUSINESS RESOURCE GROUPS COMMUNITY FUND COMMUNITY CHALLENGE Since the community fund's inception in 2014,each of To celebrate National Volunteer Month,Diversity Month and Grainger's eight BRGs receives$10,000 annually to donate to the company's 95th anniversary,each BRG was challenged to nonprofit organizations of their choosing,enabling BRGs to contribute at least 95 hours of community service during the take action to strengthen our community.In 2022,BRGs month of April in order to receive an additional$1,000 grant to contributed to organizations such as Apex for Youth,Gigi's donate to a nonprofit organization of their choice.As part of the Playhouse,Girls on the Run,Hispanic Business Foundation, challenge,our teams volunteered with nonprofits focused on • KLEO,MyGoodDeed,San Antonio PRIDE Center,The Nature topics such as education,environment and LGBTQ+ J Conservancy,Wreaths Across America,YWCA Metropolitan awareness. ' r Chicago and Zacharias Sexual Abuse Center. y �, . . 2023 ESG Report 141 EXECUTIVE BOARD PLACEMENT PROGRAM SPECIAL GRANTS Through Grainger's Executive Board Placement(EBP)program,high-potential executives develop leadership skills and As we continue to identify key partners aligned with our Ing build strong,strategic partnerships with local nonprofit organizations through board service. Many senior leaders,including community pillars,special grants were awarded to charitable the majority of Grainger's executive leadership team,participate in this program to support non-profit organizations that organizations,including Club Invention®,which hosts STEM align with the company's community impact pillars,gain leadership development experience and advocate for Grainger's camps for underserved children;MakerGirl,which introduces community engagement initiatives. Notable examples of nonprofits that have benefited from the program include FIRST young girls to 3D printing technology;and iMentor,which matches Robotics®, International Women's Forum (IWF), North Chicago Community Partners and YWCA Metropolitan Chicago. mentors to underserved high school students in Chicago. lirV �s rr I s +� .) a 'rr r 44. t T t I ' . 4ii• ,, .,_ , . "N. " .. , ., , i' IT , ...- - • �. — r If _ b.. ,,..„ . . ._ . ..... 4• _. ... , � • "lilk "`' ^.mom. ' r ; -'...,.... ." IPPF ,_ ----- ,a. ,, . _, .._,..,. ,, ,,,_ . , ,,,, . . . ,,,,,,,,,,,._ ......_. i, , .., • • ,, , . . , _ A s k. Y f k Tablr- Grainge + - '- - PPandlx • Contents Glance Approach to Solutions 2023 ESC Report 142 FSG skI\ 1 G * r , A'q� ; i,:4: . . , ti, ...,,, . \ 1 ,1 � ti„ __ . , 1 'i r f Grainger is committed to being a responsible corporate , r; if f, ,.,... ' . - . 1 citizen. We strive to integrate G. ESG objectives into the daily �4 , operation of our business. w J OIt101„,„„01001 itwnvCiER. 2023 ESG Report I 43 Ethics and Compliance Our commitment to doing the right thing is ingrained in our company history,our culture of compliance and our Grainger Principles.Our stakeholders trust Grainger to operate with the greatest level of integrity,and in turn we hold ourselves accountable to full compliance with local,national and international laws and regulations.We maintain our culture of compliance and ethical standards through a 1. robust framework of policies,training and reporting. POLICIES AND TRAININGS Additional ethics and compliance training is provided to team REPORTING/GRIEVANCE MECHANISMS members globally,based on their role in the organization, Grainger's Business Conduct Guidelines define our shared through our online learning management system. Examples We encourage reporting ethical concerns or complaints expectations of how we work together,serve customers and of this training include Anti-Bribery and Corruption,Data regarding company or individual practices. Individuals may business partners and honor our commitments to shareholders Privacy and Security,Government Code of Ethics,Trade raise concerns via various channels, including our everywhere we do business. Compliance and Workplace Behavior. confidential and anonymous hotline,the Grainger iCareLine, management, Human Resources, Legal,Compliance or the In December 2022,the Board adopted our updated Business Board of Directors.The Grainger iCareLine is an Conduct Guidelines,incorporating new and enhanced topics ANTI-BRIBERY AND CORRUPTION independent,secure,around-the-clock hotline able to take including responsible sourcing;diversity,equity and inclusion; calls in every language where Grainger operates.Concerns intellectual property;and social media. Grainger places the highest value on integrity in our business raised through our various channels are treated dealings and the ethical conduct of our directors,officers,team confidentially,thoroughly investigated and reported to Each new Grainger team member is required to complete members,agents,shareholders,customers and suppliers.As leadership and the Audit Committee of the Board of training and certification.In 2022, 100%of Grainger team set forth in our Business Conduct Guidelines,Grainger is Directors by the Chief Ethics and Compliance Officer on a members completed Business Conduct Guidelines training committed to business practices that are consistent with the quarterly basis.Grainger does not tolerate retaliation and certification22.In addition,all team members are expected highest ethical and legal standards.Grainger expects the against any team member for making an inquiry, initiating a to demonstrate their personal commitment to the company's same ethical and legal commitment from third parties complaint or participating in an investigation. high operating standards by certifying their annual compliance (business partners,brokers,consultants and agents)acting on with the Business Conduct Guidelines.Team members also our behalf and others with whom we conduct business. complete training regularly to fully understand the expectation of legal and ethical behaviors defined by the Business Conduct Guidelines. 22.Excludes part-time MonotaRO team members. CIRAINGER. aGPe o' Grainger at a Our Sustamabillry Enterunmonl.n ;,u_al .,overnanLe Aopenv., Contents Glance Approach to Solutions 2023 ESG Report 144 ESG Privacy Information Security Grainger recognizes the importance of protecting the personally identifiable information The Grainger Information Security team's mission is to facilitate the protection of Grainger (PII)of our team members,customers and suppliers.This information is collected during information and technology assets worldwide.We achieve this by establishing guidelines normal business activities to help us fulfill orders,provide benefits and better serve our to help ensure the confidentiality,integrity and availability of assets across the global stakeholders.We are committed to protecting PII from unauthorized access,usage or organization.We manage risk through the application of appropriate technologies,people disclosure by following globally recognized privacy standards and building privacy and data and processes to identify,detect,protect,respond and recover in alignment with the protection principles into our systems and processes by design.Annual privacy training is organizational risk posture and National Institute of Standards and Technology(NIST) mandatory for all team members,and team members responsible for processing sensitive Cybersecurity Framework. personal information receive supplemental role-based training. Ensuring information security risk appetites are understood and appropriately managed Notice regarding our practices is published via our Privacy Policy.To address global enables our organization's future growth and positions us to balance protecting and running and local privacy laws in specific jurisdictions,such as the California Consumer Privacy the business.Understanding of the information security operating environment allows Act(CPRA),General Data Protection Regulation(GDPR)and Personal Information leadership to make informed decisions,mitigate disruption to the business,help prevent Protection and Electronic Documents Act(PIPEDA), solutions have been implemented to data breaches,limit damage to the Grainger brand,understand the financial impacts and facilitate individual privacy requests and to provide further transparency about how ensure alignment to applicable requirements.To this end,the Information Security Grainger may collect, use,share or store PII.Our ethical expectation and legal organization provides quarterly updates to the Board on relevant security metrics and commitment from third parties(business partners,consultants and agents)acting on program maturity.In turn,the Board provides valuable guidance and oversight.Information Grainger's behalf extends to Privacy and Information Security.Third-party physical, Security also provides awareness training for all team members,focused training for technical and administrative controls are assessed as part of due diligence and required developers and deploys phishing campaigns that tests team members'ability to recognize agreements detailing these expectations are executed. and respond to threats. , . • . At Grainger, we put integrity,safety and sustainability at the heart of everything we do for all our " stakeholders. Doing the right thing starts at the top,with our board and executives leading by example and ensuring that all team members adhere to our Business Conduct Guidelines. • —NANCYBERARDINELLI-KRANTZ, SENIOR VICE PRESIDENT AND CHIEF LEGAL OFFICER .A GRAINGER. . 2023 ESG Report 145 Business Continuity PRODUCT AND SUPPLIER STEWARDSHIP SUPPLIER CODE OF ETHICS SUPPLIER SCORECARD Grainger works to develop,implement and enhance business continuity processes in To help ensure the products we distribute are manufactured and Our Supplier Performance Management team works with our alignment with the ISO/IEC 22301 framework for delivered with high ethical standards,our Supplier Code of Ethics suppliers to improve operational performance,educate on Business Continuity.This standard provides the focuses on the following key areas of ethical sourcing:human rights Grainger's shipping requirements and drive compliance on strategic direction for our business continuity and labor standards;health and safety;environment;sanctions; purchase orders shipped to our network,as well as on orders program and guides the establishment of bribery and corruption;conflicts of interest;privacy and data protection; delivered directly to our customers.We monitor every supplier's activities that align with the framework. and reporting concerns.All Grainger suppliers and their sub-suppliers performance with a monthly balanced scorecard.Using this with dealings in the U.S.,Canada and Mexico are expected to comply scorecard,we provide feedback and offer to consult in Processes and procedures,including Emergency with the Supplier Code of Ethics as a condition of doing business performance improvement areas, helping our suppliers focus on Response,Pandemic Planning, IT Disaster and with Grainger.Prior to onboarding,a new supplier must agree to abide the most meaningful areas for corrective action. Ransomware Recovery and Business Process by the Supplier Handbook,which includes the Supplier Code of Ethics. Contingency Plans,are necessary components All suppliers must confirm to abide by these rules by signing a Supplier All active product suppliers that Grainger purchases from of a successful business continuity program. Agreement Letter.We recently updated our Supplier Code of Ethics to are provided a detailed scorecard each month measuring Planning development,tabletop exercises, include the International Labour Organization's forced labor standards. specific metrics such as stock fill rate,drop-ship availability and identifying gaps and prioritizing remediation shipping compliance,allowing Grainger to provide exceptional efforts are all critical activities of a program SUPPLIER ENGAGEMENT customer service. designed for uninterrupted business operations. Grainger's Supplier Engagement strategy seeks to understand the Each metric and performance to goal is calculated and For situations closer to home,localized response material opportunities of suppliers who are most impactful to our points are provided based on actual performance.These procedures are designed to allow customers in business.In 2022,we continued proactively communicating with these points are summarized into an overall score for each supplier. need to obtain emergency response items at any key suppliers through quarterly calls and business reviews,ad hoc In monthly performance discussions,Grainger provides time.Local Grainger branches may remain open meetings to address operational challenges and other active feedback feedback and possible corrective action steps to resolve issues 24 hours a day during major emergencies and channels.The objectives for our Supplier Engagement strategy are: on metrics below goal.Suppliers also utilize this time to share disasters.Trailers can bring in critical products 1. Proactively engage the suppliers who are the most impactful to headwinds that are impacting their ability to achieve goals. and extra personnel can be on site to support our business The supplier teams share this information throughout the relief efforts. In addition,preexisting supplier organization for visibility. agreements allow products and equipment to be 2. Understand what is the most important and try to stay ahead of quickly replenished to help keep Grainger's potential issues customers working. 3. Maintain fluid lines of communication GRAMMA - 2023 ESG Report 146 { .'1, . • PARTNERS IN PERFORMANCE HUMAN RIGHTS The partnership Grainger has with its suppliers has a profound Grainger's Human Rights Principles reflect our commitment impact on how work gets done around the world.Each day,our to providing a safe and fair workplace that upholds and ( _ suppliers make the choice to deliver consistent,world-class respects international human rights standards.These t ^'A ) '" -v,4 service.Each year,we work to provide special recognition and principles are applicable to all Grainger team members and awards to our top performing suppliers through the Partner in are approved and monitored regularly by Grainger's senior t - • leadership.Our Human Rights Principles create the Performance Program. foundation upon which we build a respectful,inclusive and For 2022,Grainger recognized 20 suppliers through Partners in ethically sound workplace. Harassment,exclusion, Performance,with awards being announced by Supplier discrimination,child or forced labor and violation of any . ,, � ,` Managers and Directors with direct supplier relationships.This applicable laws or regulations are explicitly prohibited as part ` T f 111,yr annual event enhances supplier engagement through educating of these principles. and informing the top-performing supplier community about " Grainger's key initiatives and strategy.Our 2022 Supplier of the In 2022,Grainger engaged a third party consulting firm t Year is Milwaukee Tool,a global leader in professional to conduct an independent assessment of our human r rights and anti-forced labor program against current U.S. - construction trade solutions.Milwaukee Tool earned high marks .Y in their operational excellence,Grainger-dedicated sales force and international standards. Based on that review, t' Grainger is enhancing our program's policy,training and .,. �" s and focus on partnering with Grainger to make sure we had . product when and where we needed for our customers. processes related to the validation of our suppliers' adherence to Grainger's Supplier Conduct Guidelines - Our 2022 Partners in Performance Sustainability Award and Human Rights Principles. recipient was Newell Brand Distribution LLC—Rubbermaid®, a leader in home and food storage.This award is determined CONFLICT MINERALS ' by a supplier's performance in sustainability solutions,theirGrainger's Conflict Minerals Policy supports the aim of the ' role in enabling customers to achieve sustainability goals and Dodd-Frank Act to prevent armed groups in the Democratic Oilresponsible business stewardship.Rubbermaid has embedded Republic of the Congo(DRC)and the surrounding region sustainability into its strategy and operations by focusing on from benefiting from the extraction and trade of minerals reducing waste,improving compliance,offering green product including tantalum,tin,gold or tungsten sourced from the solutions and partnering with Grainger on initiatives,such as DRC or the surrounding region. customer waste audits. rule of Grainger at a Our Sustainability Environmental ,,,-,r ,,,,rrmr,u. %p;,c-n ,,,CIRJUNGII:RContents Glance Approach to Solutionsihril• ESG . O ,I o PRODUCT SAFETY, QUALITY AND GOVERNANCE return dollars over cost of goods sold(COGS).Total return i" rate performance for Grainger High-Touch Solutions U.S. / • i Although Grainger does not manufacture the products it shifted slightly from 2.6%23 in 2021 to 2.7%in 2022,driven �- / distributes to customers,we take product safety seriously. primarily by product mix shift. a*f`r. a : Our company has established a Product Safety Committee r�i , f� made up of senior leadership from the Product Compliance, We also evaluate Grainger private label products to confirm �` Legal and Supplier Management teams.This committee they meet our responsible sourcing guidelines.Suppliers .`i . "Y convenes regularly to provide ongoing governance and who provide Grainger private label products through iltois., w: oversight of product safety,quality and compliance. Grainger Global Sourcing (GGS)complete an annual social • responsibility survey,which indicates the suppliers' r \,---4. • , A. I PRIVATE LABEL compliance with social responsibility topics. I . 41111° / To ensure high-quality private label products,our NATIONAL BRANDS ',ri /// engineering team conducts product evaluation and testing f. I :,,, as well as directly engaging with suppliers.This At Grainger,we offer a wide selection of national brand p Arms engagement includes conducting investigations and factory products sourced from our trusted supplier partners,who are ` audits,as well as continually working to ensure our experts in their respective industries.To ensure we are I ' ♦ suppliers have the appropriate equipment and processes in partnering with suppliers that represent socially responsible • place to deliver consistent quality products.If quality issues procurement practices,all vendors are required to i r, arise,the engineering team typically conducts an acknowledge the supplier handbook. In the event of a safety investigation, performs appropriate product testing and or recall issue,the Product Safety team convenes and summarizes its findings.Those findings may lead to partners with the supplier to determine the best course of - corrective action, including, but not limited to, supplier action. If required,the team promptly implements a stop sale - improvement in tools and/or processes,applying a stop into the Grainger system,preventing Grainger from shipping ' is. t sale,sending product back to supplier for rework and these products to customers.Grainger works with the recalling product. supplier to determine how to resolve the issue.Once the situation is resolved to the satisfaction of the supplier and One way we measure private label brand quality is through Grainger,the stop sale is lifted. A '.. the return rate performance,calculated as a percent of total 23.Only includes private label.Previously reported figure of 3.8%in 2021 represented the total return rate. - Table of Ci ranger ata Our Si natio r -" -- Contents Glance Approach to Solutions 2023 ESG Report 148 i ri ESG ,' mr- P. .ao. K ,� I I .-:11;‘1 ' _.., m-' _ 1 ,t.vg ik . Table of Gra'-ngcr aa Ow Sustainability Environmental Soc al Governance Appendix 2023 ESG Report 1MI Contents Glance Approach to Solutions ESG Forward-Looking Statement All statements in this report other than those relating to historical facts are"forward-looking statements" or political conditions;general global economic conditions including tariffs and trade issues and policies; under the federal securities laws.Forward-looking statements can generally be identified by their use of currency exchange rate fluctuations;market volatility,including price and trading volume volatility or price terms such as"anticipate,""estimate,""believe,""expect,""could,""forecast,""may,""intend,""plan," declines of the company's common stock;commodity price volatility;facilities disruptions or shutdowns; "predict,""project,""will"or"would"and similar terms and phrases,including references to assumptions. higher fuel costs or disruptions in transportation services;outbreaks of pandemic disease or viral contagions such as the COVID-19 pandemic;natural or human induced disasters,extreme weather and Grainger cannot guarantee that any forward-looking statement will be realized and achievement of future other catastrophes or conditions;effects of climate change;failure to execute on the Company's efforts and results is subject to risks and uncertainties,many of which are beyond Grainger's control,which could programs related to environmental,social and governance matters;competition for,or failure to attract, cause Grainger's results to differ materially from those that are presented.Important factors that could retain,train,motivate and develop executives and key employees;loss of key members of management or cause actual results to differ materially from those presented or implied in the forward-looking statements key employees;changes in effective tax rates;changes in credit ratings or outlook;the company's include,without limitation:inflation,higher product costs or other expenses,including operational and incurrence of indebtedness or failure to comply with restrictions and obligations under its debt agreements administrative expenses;the impact of macroeconomic pressures and geopolitical trends,changes and and instruments;and other factors that can be found in the company's filings with the Securities and events,including the impact of Russia's invasion of Ukraine on the global economy,tensions across the Exchange Commission("SEC"),including the company's most recent periodic reports filed on Form 10-K Taiwan Straits and in overall relations with China,and the ramifications of these and other events;a major and Form 10-Q,which are available under"Financials"in the Investor Relations section of the company's loss of customers;loss or disruption of sources of supply;changes in customer or product mix;increased website at htto://invest.orainoer corn. competitive pricing pressures;changes in third party practices regarding digital advertising;failure to enter into or sustain contractual arrangements on a satisfactory basis with group purchasing organizations; The preceding list is not intended to be an exhaustive list of all of the factors that could impact the failure to develop,manage or implement new technology initiatives or business strategies,including with Company's forward-looking statements.Caution should be taken not to place undue reliance on the respect to the company's eCommerce platforms;failure to adequately protect intellectual property or company's forward-looking statements.Historical,current,and forward-looking sustainability-related successfully defend against infringement claims;fluctuations or declines in the company's gross profit statements may be based on standards for measuring progress that are still developing,internal controls margin;the company's responses to market pressures;the outcome of pending and future litigation or and processes that continue to evolve,and assumptions that are subject to change in the future.The governmental or regulatory proceedings,including with respect to wage and hour,anti-bribery and information included in,and any issues identified as material for purposes of,this document shall not be corruption,environmental,regulations related to advertising,marketing and the Internet,consumer considered material for SEC reporting purposes.As such,in the context of this report,the term"material"is protection,pricing(including disaster or emergency declaration pricing statutes),product liability, distinct from,and should not be confused with,such term as defined for SEC reporting purposes.Website compliance or safety,trade and export compliance,general commercial disputes,or privacy and references and hyperlinks throughout this report are provided for convenience only,and the content on the cybersecurity matters;investigations,inquiries,audits and changes in laws and regulations;failure to referenced websites is not incorporated by reference into this report,nor does it constitute a part of this comply with laws,regulations and standards,including new or stricter environmental laws or regulations; report.The company undertakes no obligation to update or revise any of its forward-looking statements, government contract matters;disruption or breaches of information technology or data security systems whether as a result of new information,future events or otherwise,except as required by law. involving the company or third parties on which the company depends;general industry,economic,market GRAMM •ico:. .,.a ngir ., .7a .,.va���ea.r. �..�,,,, .;ntal Social Governance Appendix Contents Glance Approach to Solutions 2023 ESG Report 150 ESG Key Performance Data 2020 2021 2022 CUSTOMER SUSTAINABILITY SOLUTIONS Grainger High-Touch Solutions U.S.Environmentally Preferred Product Revenue($billion) 0.7 0.9 1 Grainger High-Touch Solutions U.S.Environmentally Preferred Product Revenue(%of High-Touch Solutions North American sales) 6 7 9 Grainger High-Touch Solutions U.S.Spend on Products from Small Businesses,including Woman-,Minority-,Veteran-,LGBTQ+-and Disabled Person-owned Businesses,as 2 2 2 well as Historically Underutilized Business Zone(HUBZone)and Disadvantaged Businesses($billion) ENVIRONMENTAL Global Energy Consumption(MWh) 354,000 348,000 327,000 Global Scope 1&2 Emissions(MTCO1e) 103,000 99.000 92.000 Global GHG Intensity(MTCOze/Revenue) 9 8 6 Global Renewable Energy Produced(MWh) 6,000 7,000 8,000 Global Water Use(cubic meters) Not Stated 524,000 504,000 Global Non-Hazardous Waste(million lbs.)' Not Stated 25 24 Total U.S.Distribution Center Network Recycling Rate(%) 89 92 94 SOCIAL U.S.Lost Time Incident Rate 0.4 0.3 0.4 U.S.Total Recordable Incident Rate 1.2 1,2 1.3 Global Team Members 23.000 24,000 26,000 U.S.&Canada Team Members 19,000 19.000 21,000 U.S.&Canada Team Members—Women(%) 38 39 40 U.S.&Canada Leadership—Women)%) 34 34 35 U.S.Team Members—Racially and Ethnically Diverse(%)° 34 35 37 U.S.Leadership—Racially and Ethnically Diverse(°/0)2 22 24 24 CEO's U.S.Leadership Team—Women(%) 50 43 43 CEO's U.S.Leadership Team—Racially and Ethnically Diverse(%) 33 29 29 U.S.Total Cash and Product Contributions($million) 41 96 47 U.S.Team Member Volunteer Hours 9,000 10,000 12,000 GOVERNANCE Global Team Members Trained on Business Conduct Guidelines(%) 100 100 100 Women Board Members(%) 31 33 36 Racially and Ethnically Diverse Board Members(%) 31 25 27 1. 2021 data reported in 2022 ESG report restated due to error in prior calculation. 2. 2020 and 2021 figures restated to include population that chose not to disclose in denominator.Previously reported figures excluded non-disclosing population from denominator. GRAINGER. ..,y..,r. ,) ,rs rt, ..,i un unlai JOS 31 ,iover,ian,_t AD,0,10 r 2023 ESG Report 51 Glance Approach to Solutions ESG Grainger and The Sustainable Development Goals (SDGs) The Sustainable Development Goals(SDGs)of the United Nations form part of the 2030 Agenda for Sustainable Development,which serves as a call to action and global blueprint for all governments, business and civil society organizations striving toward peace and prosperity for humanity and the planet.The 17 SDGs outline the strategies needed to reduce global inequality,improve health and education,bolster economic development,preserve the natural world and fight climate change.Grainger has identified eight of the 17 goals where our business can make the greatest impact. SDG SDG TARGET GRAINGER ALIGNMENT 4 lx,unuranm re Quality Education • Target 4.1:By 2030,ensure that all girls and boys complete free,equitable and quality primary Community Investment Ensure inclusive and equitable and secondary education leading to relevant and effective learning outcomes . Grainger's community strategy pillars:"Advance the Emerging H I quality education and promote Workforce"and"Empower Our Communities",pages 39-40 lifelong learning opportunities • Target 4.3:By 2030,ensure equal access for all women and men to affordable and quality for all technical,vocational and tertiary education,including university STEM investment in underrepresented communities through grants to charitable organizations such as North Chicago Community Partners, • Target 4.4:By 2030,substantially increase the number of youth and adults who have relevant pages 40-41 skills,including technical and vocational skills,for employment,decent jobs and entrepreneurship Diversity,Equity and Inclusion vmF Gender Equality • Target 5.1:End all forms of discrimination against all women and girls everywhere 5 • Diversity data&reporting,page 30 icyAchieve gender equality and . Target 5.5:Ensure women's full and effective participation and equal opportunities for empower •all women and girls g p p q pp Signed the Chicago Network Equity Principles,a campaign focused on leadership at all levels of decision-making in political,economic and public life advancing women leaders in the workplace to strive to achieve 50% representation of women in leadership positions by 2030,:r-a' • Self-identification for gender identity,page 30 • Grainger's DEI learning programs,page 32 • Women's Business Resource Group,page 33 • Corporate member of the Women's Business Enterprise National Council,,--,;11‘, GRAINGER= 2023 ESG Report 152 SDG SDG TARGET GRAINGER AUGNMENT ntcann�auo Decent Work and • Target 8.4:Improve progressively,through 2030,global resource efficiency in consumption and Grainger's Policies&Principles Environmenta 8 irnxeesmosm Economic Growth production and endeavour to decouple economic growth from environmental degradation,in • Business Conduct Guidelines • Emissions Reduction Strategy, accordance with the 10-year framework of programmes on sustainable consumption and a ' L. es 21-22 9 Promote sustained,inclusive • Global Environmental,Health production,with developed countries taking the lead and sustainable economic and Safety Policy • Waste and Recycling,page 22 growth,full and productive • Target 8.5:By 2030,achieve full and productive employment and decent work for all • Human Rights Principles • Water,page 23 employment and decent work women and men,including for young people and persons with disabilities,and equal pay • Supplier Code of Ethics for all for work of equal value • Conflict Minerals Policy Diversity.Equity and Inclusion - Pay equity analysis,page 31 • Target 8.7:Take immediate and effective measures to eradicate forced labour,end modern Customer Sustainability Solutions slavery and human trafficking and secure the prohibition and elimination of the worst forms of Health and Safety child labour,including recruitment and use of child soldiers,and by 2025 end child labour in all • Environmentally Preferrable its forms Products(EPP)and services, • Health and safety,page 26 pages 9-16 • Safety training programs and • Target 8.8:Protect labour rights and promote safe and secure working environments for all • Grainger's Supplier Diversity engagement,pages 27-28 workers,including migrant workers,in particular womenmigrants,and those in precarious and Reseller Diversity employment Programs,page 13 9lretsmrmeow Industry,Innovation • Target 9.1:Develop quality,reliable,sustainable and resilient infrastructure,including regional Operational Efficiency at Grainger althattiAttlarCltal a n-4 infrastructure and transborder infrastructure,to support economic development and human well-being,with a focus on affordable and equitable access for all [FED certifications,page 23 �� Build resilient infrastructure. q • High-efficiency lifecycle replacements,page 21 ,��♦ promote inclusive and / sustainable industrialization • Target 9.2:Promote inclusive and sustainable industrialization and,by 2030,significantly raise • Solar investment,page 21 and foster innovation industry's share of employment and gross domestic product,in line with national circumstances, . Green hydrogen used in Powered Industrial Equipment(PIE),:,.,t,• and double its share in least developed countries • TRUE Zero Waste certifications, 'age 22 • • Target 9.4:By 2030,upgrade infrastructure and retrofit industries to make them sustainable, Water consumption reduction efforts,page 23 with increased resource-use efficiency and greater adoption of clean and environmentally sound • Transportation&shipping efficiencies(e.g.,SmartWaya partner),page 15 technologies and industrial processes,with all countries taking action in accordance with their respective capabilities • Climate-related scenario analysis of operations(please see our most • Target 9.5:Enhance scientific research,upgrade the technological capabilities of industrial recent CDP Climate Change Assessment response and TCFD) sectors in all countries,in particular developing countries,including,by 2030,encouraging innovation and substantially increasing the number of research and development workers per 1 Customer Sustainability Solutions,page 9 million people and public and private research and development spending • Community strategy with pillars related to STEM investment in underrepresented communities,pages 39-40 Table of Grainger at a Our Sustainability Environmental Social ;;ovemer,ee A,pen, 2023 ESG Report I 59 Contents Glance Approach to Solutions ESG SDG - GRAINGER ALIGNMENT iii. Sustainable Cities • Target 11.5:By 2030,significantly reduce the number of deaths and the number of people • Community Impact strategy pillar:Support Disaster Resilience and anrf Cnmmtinitirrc affected and substantially decrease the direct economic losses relative to global gross domestic Relief,page 39-40 IDSproduct caused by disasters,including water-related disasters,with a focus on protecting the American Red Cross Rep Make cities and human gional Disaster Res onder,�ane,r', : SDG SDG TARGET GRAINGER ALIGNMENT 13 ISSUE Climate Action • Target 13.1:Strengthen resilience and adaptive capacity to climate-related hazards and natural • Climate Change Disclosure and GHG Emissions,page 20 lotto disasters in all countries Take urgent action to combat • Emissions Reduction Strategy,pages 21-22 1115) climate change and its impacts • CDP Climate Change Assessment&TCFD • Customer Sustainability Solutions,pages 9-16 • Emergency Management Program,page 14 Oa auMo Life on Land •• Target 15.1:By 2020,promote the implementation of sustainable management of all types of •• Grainger boxes and dunnage are certified by the Sustainable Forestry 15 Protect,restore and promote forests,halt deforestation,restore degraded forests and substantially increase afforestation and Initiative(SFI),page 15 sustainable use of terrestrial reforestation globally • Grainger's EPP portfolio offers products made of recycled materials, 1 ecosystems,sustainably as well asproducts that support manage forests,combat recycling(e.g.,bins),page 10 9 • Target 15.5:Take urgent and significant action to reduce the degradation of natural habitats,halt desertification,and halt and the loss of biodiversity and,by 2020,protect and prevent the extinction of threatened species • TRUE Zero Waste certifications,page 22 reverse land degradation and • Customer Sustainability Solutions,pages 9-16 halt biodiversity loss • Supplier Code of Ethics • Global Environmental,Health and Safety Policy GRIMMER. — 'able of rya',ger a'.a ).a: Sustainability Environmental Social Governance Appendix •11111/1/ Contents Glance Approach to Solutions 2023 ESG Report 55 ESG GRI Index Grainger has reported the information cited in this GRI content index for the period January 1,2022 to December 31,2022,unless otherwise specified.Grainger applies the GRI standards in the below GRI content index as a means of indicating where particular topics and disclosures can be found. GRI 1 used—GRI 1:Foundation 2021 GRI STANDARD DISCLOSURE LOCATION 2-1 Organizational details W.W.Grainger,Inc.2022 Annual Report,pages 1,5-10 2-2 Entities included in the organization's sustainability reporting 2023 ESG Report,About This Report Reporting period:Fiscal year 2022(January 1,2022 to December 31,2022),unless otherwise noted. 2-3 Reporting period,frequency and contact point Reporting frequency:Annual Contact GraingerESG@Grainger.com 2-4 Restatements of information Details of restatements can be found in footnotes of respective sections. 2023 ESG Report,pages 21,48,51 2-5 External assurance 2023 ESG Report,Assurance 2-6 Activities,value chain and other business relationships 2022 Annual Report,pages"About Us",iv,5-10, 2-7 Employees 2022 Annual Report,pages 8-10 I ESG report,pages 30,51,62 I EEO-1 report 2-8 Workers who are not employees 2022 Annual Report,pages 8-10 GRI 2:General Disclosures 2021 2-9 Governance structure and composition 2023 Proxy Statement 12023 ESG Report page 7 2-10 Nomination and selection of the highest governance body 2023 Proxy Statement,pages 5-30 2-11 Chair of the highest governance body 2023 ProxyStatement,page 27 2-12 Role of the highest governance body in overseeing the management of impacts 2023 Proxy Statement,pages 31-37 2-13 Delegation of responsibility for managing impacts 2023 Proxy Statement,pages 23-26,31-37 2-14 Role of the highest governance body in sustainability reporting 2023 Proxy Statement,pages 33-36 12023 ESG Report,page 7 2-15 Conflicts of interest 2023 Proxy Statement,pages 10,92 12023 Business Conduct Guidelines,pages 6,8 2-16 Communication of critical concerns 2023 Proxy Statement,pages 36-37 2-17 Collective knowledge of the highest governance body 2023 Proxy Statement,pages 5-8 2-18 Evaluation of the performance of the highest governance body 2023 Proxy Statement,pages 28-30 2-19 Remuneration policies 2023 Proxy Statement,pages 38-39,47-84 GRAINGER. _ .mm�r ..r.a nyc-, -, Our Sustainability Environmental Social Governance Appendix Contents Glance Approach to Solutions 2023 ESG Report 156 ESG GRI STANDARD DISCLOSURE LOCATION 2-20 Process to determine remuneration 2023 Proxy Statement,pages 38-39,47-84 2-21 Annual total compensation ratio 2023 Proxy Statement,page 82 2-22 Statement on sustainable development strategy 2023 ESG Report,page 1 2-23 Policy commitments Business Conduct Guidelines I Conflict Minerals Policy I Supplier Code of Ethics I Human Rights Principles I Global Environmental,Health and Safety Policy ESG Report,pages 6-8 2-24 Embedding policy commitments Please see respective sections in 2023 ESG Report GRI 2:General Disclosures 2021 2-25 Processes to remediate negative impacts ESG Report,page 44 I Business Conduct Guidelines 2-26 Mechanisms for seeking advice and raising concerns ESG Report,page 44 I Business Conduct Guidelines 2-27 Compliance with laws and regulations Material legal proceedings are disclosed In our Annual Report on Form 10-K for the fiscal year ended December 31,2022,pages 23,66-67 2-28 Membership associations (:;_OP(C12.3,C12.3b) 2-29 Approach to stakeholder engagement 2023 ESG Report,page 8 2-30 Collective bargaining agreements Not applicable 3-1 Process to determine material topics 2023 ESG Report,page 8 GRI 3:Material Topics 2021 3-2 List of material topics 2023 ESG Report,page 8 3-3 Management of material topics 2023 ESG Report,pages 6-8 I For further details on specific material topics,please see respective sections and metrics included in the 2023 ESG Report 201-1 Direct economic value generated and distributed 2022 Annual Report,pages 39-65 GRI 201:Economic Performance 2016 201-2 Financial implications and other risks and opportunities due to climate change 2022 Annual Report,pages 21-22 I CDP(C2.2a,C2.3a,C2.4a,C3.1,C3.2a,C3.2b,C3.3,C3.4) 201-3 Defined benefit plan obligations and other retirement plans 2022 Annual Report,pages 54-57,59 GRI 203:Indirect Economic Impacts 2016 203-2 Significant indirect economic impacts 2022 Annual Report,pages 8-10,21 1 2023 ESG Report pages 9-15,39-42 GRI 204:Procurement Practices 2016 204-1 Proportion of spending on local suppliers 2023 ESG Report,page 13 GRI 205:Anti-corruption 2016 205-2 Communication and training about anti-corruption policies and procedures ESG Report,page 44 I Business Conduct Guidelines 207-1 Approach to tax 2022 Annual Report,pages 45,62-64 GRI 207:Tax 2019 207-2 Tax governance,control,and risk management 2022 Annual Report,pages 20-21,29,45,62-64 301-2 Recycled input materials used 2023 ESG Report,(EPP&packaging),pages 9-16 GRI 301:Materials 2016 301-3 Reclaimed products and their packaging materials 2023 ESG Report,(EPP&packaging),pages 9-16 GRAINCIER. loon•ri anycr,c., Our ,,Jsra,nnt:rI _nv uun,gental Social Governance Apoenoi, Contents Glance Approach to Solutions 2023 ESG Report 57 ESG GRI STANDAR[ `f SIT!i; tip` LOCATION 302-1 Energy consumption within the organization 2023 ESG Report,page 51 1 SASB,CG-MR-130a.1 302-3 Energy intensity 2023 ESG Report,page 51(2022 revenue and total energy consumed) GRI 302:Energy 2016 302-4 Reduction of energy consumption COP(C7.9a)12023 ESG Report,pages 20-23 302-5 Reductions in energy requirements of products and services 2023 ESG Report,pages 9-16 303-1 Interactions with water as a shared resource 2023 ESG Report,page 23 GRI 303:Water and Effluents 2018 303-5 Water consumption 2023 ESG Report,page 23 2023 ESG Report,pages 20,51 305-1 Direct(Scope 1)GHG emissions CDP(C6.1) 305-2 Energy indirect(Scope 2)GHG emissions 2023 ESG Report,pages 20,51 CDP(C6.3) GRI 305:Emissions 2016 305-3 Other indirect(Scope 3)GHG emissions 2023 ESG Report,page 20 CDP(C6.5) 305-4 GHG emissions intensity 2023 ESG Report,pages 20,51 CDP(C6.10) 305-5 Reduction of GHG emissions 2023 ESG Report,pages 20-23 1 CDP(C4.1a,C7.9,C7.9a) 306-1 Waste generation and significant waste-related impacts 2023 ESG Report,page 22 306-2 Management of significant waste-related impacts 2023 ESG Report,page 22 GRI 306:Waste 2020 306-3 Waste generated 2023 ESG Report,page 22 306-4 Waste diverted from disposal 2023 ESG Report,page 22 306-5 Waste directed to disposal 2023 ESG Report,page 22 GRI 308:Supplier Environmental 308-1 New suppliers that were screened using environmental criteria 2023 ESG Report,pages 46-481 Supplier Code of Ethics Assessment 2016 308-2 Negative environmental impacts in the supply chain and actions taken 2023 ESG Report,pages 46-48'Supplier Code of Ethics 401-2 Benefits provided to full-time employees that are not provided to temporary or part-time employees 2023 ESG Report,page 381 Total Rewards Website GRI 401:Employment 2016 401-3 Parental leave 2023 ESG Report,page 38 1 Total Rewards Website .ruc,r .a-nacr , Our Sustainability Envuc -r."ni .,,,-0 i,,,r np;en Contents Glance Approach to Solutions 2023 ESG Report I 69 ESG GRI STANDARD DISCLOSURE LOCATION 403-1 Occupational health and safety management system 2023 ESG Report,pages 26-28 I Global Environmental,Health and Safety Policy 403-2 Hazard identification,risk assessment,and incident investigation 2023 ESG Report,pages 26-28 1 Global Environmental,Health and Safety Policy 403-3 Occupational health services 2023 ESG Report,pages 26-28 1 Global Environmental,Health and Safety Policy 403-4 Worker participation,consultation,and communication on occupational health and safety 2023 ESG Report,pages 26-28 I Global Environmental,Health and Safety Policy GRI 403:Occupational Health and 403-5 Worker training on occupational health and safety 2023 ESG Report,pages 26-28 I Global Environmental,Health and Safety Policy Safety 2018 403-6 Promotion of worker health 2023 ESG Report,page 38 I Total Rewards Website 403-7 Prevention and mitigation of occupational health and safety impacts directly 2023 ESG Report,pages 26-28 1 Global Environmental,Health and Safety Policy linked by business relationships 403-8 Workers covered by an occupational health and safety management system 2023 ESG Report,pages 26-28 I Global Environmental.Health and Safety Policy 403-9 Work-related injuries 2023 ESG Report,pages 26-28 I No work-related fatalities in 2022. 404-1 Average hours of training per year per employee 2023 ESG Report,page 36 GRI 404:Training and Education 2016 404-2 Programs for upgrading employee skills and transition assistance programs 2023 ESG Report,pages 35-37 404-3 Percentage of employees receiving regular performance and career development reviews 2023 ESG Report,page 37 405-1 Diversity of governance bodies and employees 2023 ESG Report,pages 30,51,62 1 EEO-1 report 1 2023 Proxy Statement GRI 405:Diversity and Equal —— Opportunity 2016 Details of our Pay Equity analysis disclosed in our 2023 ESG Report on page 31,but Grainger does 405-2 Ratio of basic salary and remuneration of women to men not publicly disclose the results at this time. GRI 408:Child Labor 2016 408-1 Operations and suppliers at significant risk for incidents of child labor 2023 ESG Report,pages 46-48 Human Rights Principles 1 Supplier Code of Conduct GRI 409:Forced or Compulsory 2023 ESG Report,pages 46-48 Labor 2016 409-1 Operations and suppliers at significant risk for incidents of forced or compulsory labor Human Rights Principles I Supplier Code of Conduct 413-1 Operations with local community engagement,impact assessments,and development programs 2023 ESG Report,pages 39-42 GRI 413:Local Communities 2016 413-2 Operations with significant actual and potential negative impacts on local communities Grainger has not identified any operations where there are significant actual or potential negative impacts on local communities. GRAE31. a nycr.c:, Our Sustainability ental Social (overnanse Appear Glance Approach to Solutions 2023 ESG Report 59 ESG GRI STANDARD DISCLOSURE LOCATION 414-1 New suppliers that were screened using social criteria 2023 ESG Report,pages 46-48 GRI 414:Supplier Social Human Rights Principles I Supplier Code of Conduct Assessment 2016 2023 ESG Report,pages 46-48 414-2 Negative social impacts in the supply chain and actions taken Human Rights Principles Supplier Code of Conduct Grainger's Business Conduct Guidelines prohibits the use of company funds or assets for political purposes,including for contributions to any political party,candidate or committee.In accordance with GRI 415:Public Policy 2016 415-1 Political contributions this policy,we do not maintain a political action committee("PACs"),nor do we contribute to any third-party PACs or other political entities organized under Section 527 of the Internal Revenue Code. I Business Conduct Guidelines GRI 416:Customer Health and Safety 2016 416-1 Assessment of the health and safety impacts of product and service categories 2023 ESG Report,page 48 GRI 417:Marketing and Labeling 2016 417-1 Requirements for product and service information and labeling 2023 ESG Report,pages 9-16 GRI 418'Customer Privacy 2016 418-1 Substantiated complaints concerning breaches of customer privacy and losses of Material items would be disclosed in our Annual Report on Form 10-K for the fiscal year ended customer data December 31,2022. A 2023 ESG Report 160 SASB Index SASB has developed and maintains industry-specific standards to assist companies in disclosing financially material sustainability information to investors.The following chart outlines our SASB disclosure responses to the Multiline and Specialty Retailers&Distributors standard,with references to where this information can be found. ACCOUNTING METRIC DATA TYPE '7m0=- GRAINGER 2023 DISCLOSURE Energy Management in Retail&Distribution (1)Total energy consumed Quantitative CG-MR-130a.1 1,178,000 GJ(327,000 MWh) (2)Percentage grid electricity Quantitative CG-MR-130a.1 603,000 GJ,51%of total(168,000 MWh) (3)Percentage renewable Quantitative CG-MR-130a.1 48,000 GJ,4%of total(13,000 MWh) Date Security 2023 ESG Report page 45 Vulnerability Identification:Grainger identifies vulnerabilities using vulnerability management tools and exercises such as scans and penetration tests,which are aligned with a defined.documented,and approved vulnerability remediation strategy for all Grainger owned operational assets.The IT environment is continuously analyzed to help identify new assets,devices,or applications that require vulnerability scanning and penetration testing.Reports or automated dashboards identifying the current state of vulnerabilities impacting Grainger assets are provided by the Threat and Vulnerability Management team to technical stakeholders,and appropriate management,who are responsible to review and respond to vulnerability risk. Information Security Risk Management:The Governance,Risk,and Compliance(GRC)team's function is to provide governance to ensure that Grainger's information and systems are secured in accordance with our standards,and to nurture our commitment to asset security and integrity.The GRC team accomplishes this through the implementation of frameworks(like the NIST RMF framework)to ensure appropriate asset classification.control alignment and implementation,risk assessments and audit support,risk acceptance and asset authorization,and ongoing risk and control monitoring.. Description of approach to identifying and Information Security—Vendor Risk Management:Grainger's Information Security GRC team reviews vendors when they are onboarded, addressing data security risks Qualitative CG-MR-230a.1 upon contract renewal,and when a new Statement of Work(SOW)is executed.A review of the information and applications involved is conducted and advise on the appropriate controls is given to ensure that the adequate Information Security contractual obligations are in place. Information Security Policies:The Information Security team has numerous policies and administrative procedures that are in place to provide guidance around Information Security and Risk Management requirements.These policies are available to all team members on the company's intranet homepage,and are updated regularly to align with industry standards.regulatory requirements,and contractual agreements. Information Security Awareness:Grainger has an Information Security Awareness program that provides team members with an understanding of the foundations of Information Security through regular communications via the company intranet and newsletters.All team members also go through annual training around Information Security to ensure that they understand their roles and responsibilities in protecting Grainger information and systems appropriately.Additional training is provided for more critical roles,such as software developers who build such systems and applications.In addition,Grainger Information Security organization executes monthly company wide Information Security education&awareness campaigns and phishing tests to determine compliance with company policies and best practices and to determine additional focus needs.Grainger uses gamification to improve employee engagement with its security awareness content and tracks compliance with remediation training with HR as an escalation point. GRAINGER. l able of Grainger at a Our Sustainability Environmentai „oc al Crovernarr e Apuen,• 2023 ESG Report 167 Contents Glance Approach to Solutions ESG ACCOUNTING METRIC DATA TYPE CODE GRAINGER 2023 DISCLOSURE (1)Number of data breaches, (2)Percentage involving personally identifiable nformation(PII), Quantitative CG-MR-230a2 Grainger does not disclose this. i(3)Number of users affected Labor Practices (1)Average hourly wage and (2)Percentage of in-store employees earning Quantitative CG-MR-310a.1 Grainger does not disclose this. minimum wage,by region (1)Voluntary and (2)Involuntary turnover rate for all employees Quantitative CG-MR-310a.2 Grainger does not disclose this. Total amount of monetary losses as a result of legal proceedings associated with labor law violations Quantitative CG-MR-310a.3 Material legal proceedings are disclosed in our 2022 Form 10-K,but Grainger does not disclose this specific metric. Workforce Diversity&Inclusion GENDER REPRESENTATION Female Male Not Disclosed Management 35% 65% 0% Percentage of gender and racial/ethnic group representation for All Other Employees 40% 60% 0% (1)management and Quantitative CG-MR-330a.1 (2)all other employees RACIAL/ETHNIC GROUP REPRESENTATION Asian Black Hispanic White Other Multiracial Not Disclosed Management 6% 7% 9% 73% 0% 2% 3% All Other Employees 4% 13% 17% 56% 1% 4% 5% Total amount of monetary losses as a result of legal proceedings associated with Quantitative CG-MR-330a.2 Material legal proceedings are disclosed in our 2022 Form 10-K,but Grainger does not disclose this specific metric. employment discrimination GRANGER. Table of Grainger at a Our Sustainability Environmental Social Governance Appendix Contents Glance Approach to Solutions 2023 ESG Report 62 ESG ACCOUNTING METRIC DATA TYPE CODE GRAINGER 2023 DISCLOSURE Product Sourcing,Packaging&Marketing Revenue from products third-party certified to environmental and/or social sustainability standards Quantitative CG-MR-410a.1 Environmentally preferable product revenue:more than$1B(2023 ESG Report- ;Ic ':) Products:As part of our product category review process,we conduct a product regulatory review,which ensures that our products meet requirements like federal and state laws,and we assess product ingredient lists for substances which may have harmful effects on human health or the environment.Our strong understanding of industry best practices for products are driven by evaluations from our suppliers and product expectations from our customers.Where necessary to serve our customers,Grainger will work with suppliers to identify alternative products.For Grainger's private label products where we are the importer of record,we conduct in-person factory and product audits and quality checks prior to any product entering our supply chain.When a product enters our supply chain,we conduct audits before the product is released into stock to ensure the product meets the requirements set with the supplier.All products must meet the testing and ingredient requirements for functionality, Discussion of processes to assess and manage quality,federal and state regulations.We continue to increase the number of products in our portfolio with environmental certifications and Discussion and attributes,such as GreenGuard and EPA Safer Choice,helping consumers identify and consider these products while shopping.We also continue risks and/or hazards associated with chemicals Analysis CG-MR-410a.2 to align with product safety best practices and forecast emerging risks and regulations.Our established and refined compliance requirements in products ensure that our products are safe for their intended use.We actively educate team members and customers on potential risks and continuously monitor and research chemical safety trends to enhance the availability of safe products. Hazard Communication Program:Grainger maintains a set of hazard communication policies and best practices.Our corporate EHS and Supplier Management/Product Compliance departments are jointly responsible for the management and implementation of the Hazard Communication Program.Employees who work with or are potentially exposed to hazardous chemicals receive initial training on the hazard communication standard and this plan before starling work.Each new employee attends a health and safety orientation that includes an overview of the Hazard communication&GHS standard.The Hazardous Material Shipping Compliance Guidelines Acknowledgement must be signed by the appropriately trained members of Grainger's Management Teams at the DC's and Branch locations. Discussion of strategies to reduce the Discussion and environmental impact of packaging Analysis CG-MR-410a.3 Details can be found in 2023 ESG Report page'. Activity Metric Number of:(1)retail locations and(2)distribution Quantitative CG-MR-000.A Retail locations(branches):390 centers Distribution centers:35 Total area of:(1)retail space and(2)distribution Retail locations(branches):-8 million sq.ft. centers Quantitative CG-MR-000.B Distribution centers:-16 million sq.ft. Further details can be found in our 2022 Annual Report pg.23 GRAINGER.= Table of Grainger at a Our Sustainability Environmental Social Governance Appendix 2023 ESG Report 163 Contents Glance Approach to Solutions ESG Task Force on Climate-Related Financial Disclosures (TCFD) Index We are committed to providing transparency on our climate change risk management,governance and performance.The Task Force on Climate-related Financial Disclosures(TCFD)has developed voluntary,consistent climate-related financial risk disclosures for use by companies in providing meaningful information to stakeholders.Below is a summary outlining references in which you can find Grainger's relevant information pertaining to the TCFD's recommended disclosures.Please note,at the time of publishing this index,our 2022 CDP Climate Change Assessment is available and covers FY2021.Our 2023 CDP Climate Change Assessment will be made available later in 2023,according to the CDP's timeline,and will cover FY2022. RECOMMENDED DISCLOSURES GRAINGER REFERENCES&DISCLOSURES Governance—Disclose the organization's governance around climate-related risks and opportunities. Describe the board's oversight of climate-related risks and opportunities. COP(61.1,C1.1a,C1.1b.C1.1d),2023 ESG Report,image 7,2023 Proxy Statement,pages 1-2, 33-35 Describe management's role in assessing and managing climate-related risks and opportunities CDP(C1.2,C1.2a) Strategy—Disclose the actual and potential impacts of climate-related risks and opportunities on the organization's businesses,strategy,and financial planning where such information is material. Describe the climate-related risks and opportunities the organization has identified over the short,medium,and long term. 2022 Annual Report pages 21-22,26,COP(C2.1,C2.1a,C2.1b,C2.2a,C2.3,C2.3a,C2.4, C2.4a),2023 ESG Report,pages 9-16,19-2: Describe the impact of climate-related risks and opportunities on the organization's businesses,strategy,and financial planning. 2022 Annual Report,pages 21-22,CDP(C2.2a,C2.3a,C2.4a,63.1,C3.2a,C3.2b,63.3,63.4) Describe the resilience of the organization's strategy,taking into consideration different climate-related scenarios,including a 2°C or lower scenario. CDP(C3.2,C3.2a,C3.2b) Risk Management—Disclose how the organization Identifies,assesses,and manages climate-related risks. Describe the organization's processes for identifying and assessing climate-related risks CDP(62.1,C2.1b,C2.2,C2.2a) Describe the organization's processes for managing climate-related risks. CDP(C2.1,C2.2,C2.3a) Describe how processes for identifying,assessing,and managing climate-related risks are integrated into the organization's overall risk management COP(C2.1,C2.1b,C2.2),2023 Proxy Statement,pages 33-36 Metrics—Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities where such information is material. Disclose the metrics used by the organization to assess climate-related risks and opportunities in line with its strategy and risk management process 2022 Scope 1 emissions:31,100,COP(C6.1) 2022 Scope 2 emissions,location-based:67,000,CDP(C6.3) 2022 Scope 2 emissions,market-based:61,000,CDP(C6.3) 2022 Scope 1 and 2 emissions intensity(MT COze/revenue):0.000006,CDP(C6.10),2023 Disclose Scope 1,Scope 2,and,if appropriate,Scope 3 greenhouse gas(GHG)emissions,and the related risks ESG Report,pages 20,51 2022 Scope 3 emissions:please see COP(C6.5) Environmentally Preferable Product revenue:2023 ESG Report,pages 10,51 Other:COP(C2.3a,C2.4a) Describe the targets used by the organization to manage climate-related risks and opportunities and performance against targets 2022 CDP(C4.1,C4.1a) 2023 ESG Report,pages 2(.) GRAINGER. .-anger.c., Our Sustainability Environmental Social Governance Appendix 2023 ESG Re ort 64 Glance Approach to Solutions P ESG 2023 Environmental, Social anc Governance Re Dort For our most up-to-date news,visit graingeresg.com. We welcome your feedback at graingeresg@grainger.com. ©2023 W.W.Grainger,Inc.All rights reserved. ®2023 W.W.Grainger,Inc.All rights reserved.Grainger,Grainger and Design.Grainger.com,"0,"KeepStock.We Keep the World Working,Grainger Edge,Grainger Know How and aro are the trademarks or service marks of W.W.Grainger,Inc.and subsidiaries,which may be registered in the U.S.and/or other countries. From Fortune.©2022 and 02023 Fortune Media IP Limited All rights reserved.Used under license.Fortune and Fortune 100 Best Companies to Work Foreare registered trademarks of Fortune Media IP Limited and are used under license.Fortune and Fortune Media IP Limited are not affiliated with,and do not endorse products or services of,W.W.Grainger,Inc. Used with permission.®2023 Dow Jones 8 Company,Inc. All other trademarks and service marks are the property of their respective owners. f in 0 Exhibit 03-Grainger Safety Assessment Brochure m MO GRAINGER SAFETY ASSESSMENTS Let our team of more than 60 experienced Board-Certified Safety Professionals support your environmental, health and safety initiatives. Working with you, we'll conduct a detailed, standards-based evaluation using the unique Grainger Safety Assessment platform to help deliver personalized solutions across your operations.* / ASSESSMENTS INCLUDE: • Confined Space :ratngerAl! Pal.,.. • Electrical Safety o ah- �-eh„ • 01-Fkn. !).hrsonal F.oterh„e leY1p • Environmental Hazards o a t uRaire a. a ''''''''...(7).„,,,, • Ergonomics 01 ,a. .�na mr " Sn,e Aa :- I 0. " s00,,,ul ter..,, 0 .r..m.s se,,.r.r., 0 'tPPW F • Exits & Fire Protection . 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Q: 13.03.001 • Occupational Health Hazards "'°13=( •FF`e,,,,,'•.;,n..r,n. • Personal Protective Equipment '� a..,. ^ewn•enb,,, Q:u.a. • Recordkeeping I ,g1 0011,the„ ,: i'(I,(1,(d;,°,a Pmaerly riHear lv1o.13](a,n A,u , • Security ^ • Slips, Trips & Falls •Temperature Stress .er=li -- QVes1ion Dettals Hessag"g PERSONALIZED Interactive form allows Answfr - - our safety team to add comments and Assessment Finding take photos on site,providing a quick Yes and comprehensive reference of the ,fev'0et inspection findings. Canned comments ilo.0i.o021(2 of 2) , Is material stored In such a way that does not create a hazard?1910.176(0)6(c) Questions change based on 0 Per OSHA 1910.176,Storage of material shall not create a hazard.Bags,containers,bundles,etc.,stored in tiers shall be stacked, specific answers,helping our safety interlocked and limited in height so that they are stable and secure against sliding or collapse. yourpp g Q Per OSHA 1910.176,Storage areas shall be kept tree from accumulation of materials that constitute hazards from tripping,fire, professionals recommend and deliver an explosion,or pest harborage.Vegetation control will be exercised when necessary. appropriate safety solution. Resources Storage for Your Storage:Organizational Best Practices-Grunge'knewHow ORGANIZED: Forms are customized for all locations within your facility. Easy-to-read results help you quickly identify safety issues/ Comments Findings Acbon Plan `orre`t",Actions Files/Attachments link immediate needs and work with one of our safety professionals to resolve them. GRAINGER SAFETY ASSESSMENT PROCESS: Meet with your aligned Grainger Field Safety Professional (FSP) to discuss your needs FSP conducts facility assessment FSP meets with you to discuss findings and recommendations Contact your Grainger rep for a compliance check and get instant results! `Note:This content is intended for general information purposes only.It is not a substitute for review of the applicable government regulations and standards, and should not be construed as legal advice or opinion.For specific compliance questions,refer to the cited regulation or consult with an attorney. GRAINGER. Supplies and Solutions for Every Industry" GRAINGER.COM/SAFETY FOR THE ONES WHO OE/IT DONE 1.800.G RAI NG ER Exhibit 04-1 -Sample Invoice GRAINGER . INVOICE ►I►I' This Document is Confidential&Proprietary, Trade Secret Protected. Exhibit 04-2 -Sample Invoice G GRAINGER. PAGE 1 ORIGINAL INVOICE I 11 This Document is Confidential 8 Proprietary, Trade Secret Protected. rapt� Exhibit 05-Sample Item Purchase History(IPH) Report AliA!lls u5 mol 'InM1un rq A•w pur pryplyoid Apayls rl uopruuo/ul 147/o BulAdoc io•mso/ar/p'am przpoylnrun"aul'AalulrJD'M'M/o Ayrdoid rip 1 N'Ppurpyuoa q yod•i rroyl ul poulquoa uopruuojul Nl Exhibit 06-Grainger US Branch &DC Locations Zip Zip - - - Address City State Code Location Address City State Code Grainger DC 4700 Hamner Ave. MIRA LOMA CA 91752 Grainger 72209- Branch 6100 Murray St. LITTLE ROCK AR 8528 Grainger DC 8001 Forshee Dr. JACKSONVILLE FL 32219 Grainger 1205 S.Old Missouri 72764- Grainger DC 701 Grainger Way MINOOKA IL 60447 Branch Rd. SPRINGDALE AR 1152 Grainger 85043- Grainger DC 11200 E.210 Hwy. KANSAS CITY MO 64161 Branch 960 N.51st Ave PHOENIX AZ 2625 Grainger DC 4300 Old Airways Rd. SOUTHAVEN MS 38671 Grainger 2002 W. Rose Garden 85027- Branch Lane PHOENIX AZ 2620 Grainger DC 400 Bordentown BORDENTOWN NJ 08505 Grainger 4465 E. Broadway 85040- Hedding Rd Branch Rd. PHOENIX AZ 8892 Grainger DC 8211 Bavaria Dr E MACEDONIA OH 44056 Grainger 85233- Branch 775 E Baseline Rd GILBERT AZ 1203 Grainger DC 101 Southchase Blvd. FOUNTAIN INN SC 29644 Grainger 85713- Grainger DC 201 Freedom Dr. ROANOKE TX 76262 Branch 3415 S.Dodge Blvd. TUCSON AZ 5434 Grainger 93309- Grainger DC 95 S.Tejon St. DENVER CO 80223 Branch 3900 Easton Dr. BAKERSFIELD CA 1083 2450 Annapolis Lane Grainger 93706- Grainger DCN PLYMOUTH MN 55441 Branch 1335 Tuolumne St. FRESNO CA 2017 Grainger DC 6725 S.Todd Blvd. TUKWILA WA 98158 Grainger RANCHO 91730- Branch 9220 Hyssop Dr. CUCAMONGA CA 6108 Grainger DC 8701 Minor Lane LOUISVILLE KY 40219 Grainger 1151 E.Columbia 92507- 2710 Keystone Pacific Branch Ave. RIVERSIDE CA 2113 Grainger DC Parkway PATTERSON CA 95363 Grainger 92805- Branch 310 E. Ball Rd. ANAHEIM CA 6312 Future DC Gresham OR Grainger 91324- Branch 8930 Winnetka Ave. NORTHRIDGE CA 3200 Future DC Houston Bulk Grainger 90220- Warehouse 1051 Carson Ct Easton PA 18045 Branch 1050 W.Walnut St. COMPTON CA 5112 Grainger 93030- Bulk 15350 North Beach St Fort Worth TX 76177 Branch 101 S. Rice Ave. OXNARD CA 7235 Warehouse Grainger 90013- Bulk Pineville NC Branch 570 S.Alameda St. LOS ANGELES CA 1726 Warehouse Grainger 10804 S. La Cienega 90304- Bulk 6590 Pritchard Rd Jacksonville FL 32219 Branch Blvd. INGLEWOOD CA 1113 Warehouse Grainger 10137 S. Norwalk SANTA FE 90670- Bulk 4130 Indian Ave Los Angeles CA 92571 Branch Blvd.. SPRINGS CA 3325 Warehouse Grainger 1554 BROOKHOLLOW 92705- Bulk 3501 Corporate Dr Joliet IL 60431 Branch DR SUITE A SANTA ANA CA 5508 Warehouse Grainger 94577- Grainger 99518- Branch 444 Doolittle Dr. SAN LEANDRO CA 1016 Branch 6240 B St. ANCHORAGE AK 1727 Grainger 94520- Grainger 35222- Branch 2288 Pike Ct. CONCORD CA 1251 Branch 3735 First Ave. N. BIRMINGHAM AL 1301 Grainger WEST 95691- Grainger 1912 Jordan Lane 35816- Branch 3691 Industrial Blvd. SACRAMENTO CA 3456 Branch NW HUNTSVILLE AL 1542 Grainger 93901- Grainger 36609- Branch 1334 Dayton St. SALINAS CA 4416 Branch 1241 Montlimar Dr. MOBILE AL 1712 Grainger 91911- Grainger 36117- Branch 1150 Bay Blvd. CHULA VISTA CA 2601 Branch 541 George Todd Dr. MONTGOMERY AL 2233 Grainger 92078- Grainger 72908- Branch 1321 Linda Vista Dr. SAN MARCOS CA 3804 Branch 3807 Planters Rd. FT.SMITH AR 8461 1 Low Sensitivity • Illi ip Location AddressAllIlityState Zip ovation ddress ity StateCe Grainger 92111- Grainger 33762- Branch 8001 Raytheon Rd. SAN DIEGO CA 1608 Branch 12579 49TH St. N. CLEARWATER FL 4313 Grainger 94010- Grainger 6685 Whitfield 34243- Branch 1360 Rollins Rd BURLINGAME CA 2410 Branch Industrial Ave. SARASOTA FL 4012 Grainger 95131- Grainger 1820 Tampa East 33619- Branch 2261 Ringwood Ave. SAN JOSE CA 1717 Branch Blvd. TAMPA FL 3052 Grainger ROHNERT 94928- Grainger 4505 W. Hillsborough 33614- Branch 5760 Commerce Blvd. PARK CA 1630 Branch Ave TAMPA FL 5441 Grainger 95215- Grainger 631 S.Marietta Pkwy 30060- Branch 2501 Stagecoach Rd. STOCKTON CA 7909 Branch SE MARIETTA GA 2748 Grainger CITRUS 95621- Grainger 30071- Branch 6412 Tupelo Dr.#G HEIGHTS CA 1773 Branch 6655 Crescent Dr NORCROSS GA 2934 Grainger 12871 Western Ave., GARDEN 92841- Grainger 5300 Frontage Rd. 30297- Branch Suite A GROVE CA 4032 Branch Suite A-1 FOREST PARK GA 2516 Grainger 80239- Grainger 30607- Branch 4885 Paris St. DENVER CO 2811 Branch 1205 Commerce Rd. ATHENS GA 1101 Grainger 80525- Grainger 31206- Branch 4531 Innovation Dr. FORT COLLINS CO 3406 Branch 2048 Paul Walsh Dr. MACON GA 3168 Grainger COLORADO 80907- Grainger 1721 Marietta Blvd. 30318- Branch 610 Popes Bluff Trail SPRINGS CO 3512 Branch NW ATLANTA GA 3646 Grainger 80223- Grainger 30906- Branch 95 S.Tejon St. DENVER CO 1251 Branch 1516 Gordon Hwy. AUGUSTA GA 2006 Grainger 80221- Grainger 1324 US Highway 80 31408- Branch 6935 Broadway DENVER CO 2841 Branch W GARDEN CITY GA 2547 Grainger 06473- Grainger 96819- Branch 124 Universal Dr. NORTH HAVEN CT 3630 Branch 2833 Paa Street HONOLULU HI 4406 Grainger 06114- Grainger 52404- Branch 75 Maxim Rd. HARTFORD CT 1605 Branch 715 33RD Ave.SW CEDAR RAPIDS IA 3924 Grainger 19720- Grainger 52807- Branch 117 Quigley Blvd. NEW CASTLE DE 4103 Branch 961 E.53RD St. DAVENPORT IA 2633 Grainger 33966- Grainger 1811 E.Sheridan 50316- Branch 12431 Metro Pkwy. FT.MYERS FL 1316 Branch Ave. DES MOINES IA 1803 Grainger 32256- Grainger 83706- Branch 8450 Philips Hwy. JACKSONVILLE FL 8206 Branch 5576 Irving St. BOISE ID 1216 Grainger 33172- Grainger 60608- Branch 2255 NW 89TH Place DORAL FL 2428 Branch 2356 S Ashland Ave CHICAGO IL 5304 Grainger 2131 SW 2nd St. Bldg POMPANO 33069- Grainger DOWNERS 60515- Branch 8 BEACH FL 3100 Branch 2701 Ogden Ave. GROVE IL 1704 Grainger 1800 N. Florida Mango WEST PALM 33409- Grainger MORTON 60053- Branch Rd. BEACH FL 6406 Branch 8045 River Dr. GROVE IL 2651 Grainger 33147- Grainger ARLINGTON 60005- Branch 7200 NW 37TH Ave. MIAMI FL 5838 Branch 475 E.Algonquin Rd. HEIGHTS IL 4620 Grainger 2620 SW 17th Rd.,Ste 34471- Grainger 60803- Branch 300 OCALA FL 2096 Branch 6001 W. 115TH St. ALSIP IL 5152 Grainger 32811- Grainger 60638- Branch 4180 L B Mcleod Rd. ORLANDO FL 5695 Branch 6450 S.Austin Ave. CHICAGO IL 5394 Grainger WEST 32904- Grainger FRANKLIN 60131- Branch 101 S.Wickham Rd. MELBOURNE FL 1131 Branch 3240 Mannheim Rd. PARK IL 1532 Grainger 3924 W. Pensacola 32304- Grainger 60614- Branch St. TALLAHASSEE FL 2838 Branch 2221 N. Elston Ave. CHICAGO IL 2905 2 Low Sensitivity Address City State Zip Location Code Grainger 60087- Grainger ANNAPOLIS 20701- Branch 3585 Sunset Ave. WAUKEGAN IL 3217 Branch 10981 Guilford Rd. JUNCTION MD 1125 Grainger 1017 SW Jefferson 61605- Grainger 20706- Branch Ave. PEORIA IL 3948 Branch 4748 Forbes Blvd. LANHAM MD 4302 Grainger 61108- Grainger 21221- Branch 5862 Harrison Ave ROCKFORD IL 8127 Branch 8820 Citation Road BALTIMORE MD 3101 Grainger 46406- Grainger 20850- Branch 1701 Cline Ave. GARY IN 2225 Branch 701 Dover Road ROCKVILLE MD 1392 Grainger 47715- Grainger 21230- Branch 837 N.Congress Ave. EVANSVILLE IN 2452 Branch 2100 Haines St. BALTIMORE MD 3206 Grainger 46202- Grainger 04103- Branch 1819 W. 16TH St. INDIANAPOLIS IN 2032 Branch 425 Warren Ave. PORTLAND ME 1287 Grainger 46256- Grainger 1587 E.Whitcomb MADISON 48071- Branch 9210 Corporation Dr. INDIANAPOLIS IN 1017 Branch Ave. HEIGHTS MI 1415 Grainger 46628- Grainger 48174- Branch 1750 Commerce Dr. SOUTH BEND IN 1565 Branch 6874 Middlebelt Rd. ROMULUS MI 2041 Grainger 66215- Grainger FARMINGTON 48335- Branch 14790 W.99TH St. LENEXA KS 1109 Branch 23800 Haggerty Rd. HILLS MI 2617 Grainger 67213- Grainger 25940 Groesbeck 48089- Branch 1920 S.West St. WICHITA KS 1108 Branch Hwy. WARREN MI 4144 Grainger 40511- Grainger 48104- Branch 1351 Georgetown Rd. LEXINGTON KY 2503 Branch 2915 Boardwalk St. ANN ARBOR MI 6765 Grainger 40299- Grainger 48503- Branch 1901 Plantside Dr. LOUISVILLE KY 1919 Branch 2711 Lapeer Rd. FLINT MI 4354 Grainger 1508 Eraste Landry 70506- Grainger 1201 W. Lafayette 48226- Branch Rd. LAFAYETTE LA 1989 Branch Blvd. DETROIT MI 3008 Grainger 2502 S Cities Service 70663- Grainger 3803 Roger B Chaffee 49548- Branch Hwy SULPHUR LA 6405 Branch SE GRAND RAPIDS MI 3437 Grainger 71292- Grainger 49048- Branch 500 Thomas Rd. WEST MONROE LA 9454 Branch 2476 Azo Dr. KALAMAZOO MI 9540 Grainger 12455 Airline Grainger 48911- Branch Highway BATON ROUGE LA 70817 Branch 5617 Enterprise Dr. LANSING MI 4194 Grainger 70737- Grainger 48601- Branch 9506 Ashland Rd GONZALES LA 8097 Branch 220 W. Morley Dr. SAGINAW MI 9464 Grainger 70123- Grainger 55420- Branch 825 Distributors Row NEW ORLEANS LA 3209 Branch 201 E.78TH St. BLOOMINGTON MN 1249 Grainger 70119- Grainger 345 Plato Blvd E Ste 55107- Branch 601 S.Galvez St. NEW ORLEANS LA 7517 Branch 120 ST. PAUL MN 1228 Grainger 71109- Grainger 2450 Annapolis Lane 55441- Branch 5126 Hollywood Ave. SHREVEPORT LA 7716 Branch N. PLYMOUTH MN 3600 Grainger 02062- Grainger 64127- Branch 428 University Ave. NORWOOD MA 2638 Branch 2300 E. 18TH St. KANSAS CITY MO 2543 Grainger 01801- Grainger 63103- Branch 31 Cabot Rd. WOBURN MA 1003 Branch 2227 Clark Ave. ST.LOUIS MO 2539 Grainger 02149- Grainger MARYLAND 63043- Branch 160 Broadway EVERETT MA 2460 Branch 2535 Metro Blvd. HEIGHTS MO 2409 Grainger 02472- Grainger 808 N.Cedarbrook 65802- Branch 400 Arsenal St. WATERTOWN MA 2805 Branch Ave. SPRINGFIELD MO 2522 Grainger 01104- Grainger 39212- Branch 790 Cottage St. SPRINGFIELD MA 3221 Branch 3551 1-55 S. JACKSON MS 4963 3 Low Sensitivity Address City State Zip Cod-, Grainger 59101- Grainger 11716- Branch 221 Moore Lane BILLINGS MT 3418 Branch 199 Orville Dr. BOHEMIA NY 2515 Grainger 28804- Grainger 11232- ! Branch 834 Riverside Dr. ASHEVILLE NC 3222 Branch 815 3rd Ave. BROOKLYN NY 1511 Grainger 1440 Westinghouse Grainger 14615- Branch Blvd Suite L CHARLOTTE NC 28273 Branch 1999 Mt. Read Blvd. ROCHESTER NY 3700 Grainger 28203- Grainger 14623- Branch 1401 S.Mint St. CHARLOTTE NC 4135 Branch 430 W.Metro Park ROCHESTER NY 2619 Grainger 27406- Grainger EAST 13057- Branch 2506 Greengate Dr. GREENSBORO NC 5241 Branch 6285 E.Molloy Rd. SYRACUSE NY 1037 Grainger 27616- Grainger 4420 Glendale Milford 45242- Branch 4820 Signett Dr. RALEIGH NC 2824 Branch Rd. CINCINNATI OH 3708 Grainger 28403- Grainger 45203- Branch 505 Covil Ave. WILMINGTON NC 2652 Branch 939 W.8th St. CINCINNATI OH 1131 Grainger 58102- Grainger BROOKLYN 44131- Branch 3825 12TH Ave. N. FARGO ND 2906 Branch 1035 Valley Belt Rd. HEIGHTS OH 1432 Grainger 68127- Grainger 44305- Branch 9345 J St. OMAHA NE 1206 Branch 420 Kennedy Rd. AKRON OH 4424 Grainger 370 E. Industrial Park 03109- Grainger 44706- Branch Dr. MANCHESTER NH 5310 Branch 1721 6TH St.SW CANTON OH 1203 Grainger SOUTH 07080- Grainger 43204- Branch 1001 Hadley Rd. PLAINFIELD NJ 1102 Branch 3640 Interchange Rd. COLUMBUS OH 1434 Grainger 07012- Grainger 6999 Huntley 43229- Branch 308 Allwood Rd. CLIFTON NJ 1701 Branch Rd. Suite A COLUMBUS OH 1031 Grainger 07724- Grainger 45014- Branch 212 Industrial Way W. EATONTOWN NJ 2206 Branch 8700 LeSaint Drive FAIRFIELD OH 2260 Grainger 560-596 Bercik St. Grainger 45414- Branch Suite 1 ELIZABETH NJ 7201 Branch 2321 Needmore Road DAYTON OH 4147 Grainger 43551- Grainger 08054- Branch 1300 Third St. PERRYSBURG OH 4349 Branch 819 E Gate Dr. MT.LAUREL NJ 1208 Grainger 44515- Grainger 87109- Branch 360 Victoria Rd. YOUNGSTOWN OH 2026 Branch 3901 Osuna Rd.NE ALBUQUERQUE NM 4431 Grainger 4314 Will Rogers OKLAHOMA 73108- Branch Pkwy. CITY OK 1864 Grainger 87401- Grainger 74116- Branch 1201 San Juan Blvd. FARMINGTON NM 2723 Branch 10707 E.Pine St. TULSA OK 1547 Grainger 89102- Grainger 97217- Branch 2401 Western Ave. LAS VEGAS NV 4815 Branch 6335 N. Basin Ave. PORTLAND OR 3915 Grainger 89431- Grainger 18017- Branch 900 Packer Way SPARKS NV 6441 Branch 2011 Avenue C BETHLEHEM PA 2117 Grainger 12203- Grainger 16501- Branch 35 Corporate Circle ALBANY NY 5154 Branch 415 W. 12TH St. ERIE PA 1505 Grainger 14225- Grainger 17111- Branch 50 McKesson Pkwy. BUFFALO NY 5116 Branch 4320 Lewis Rd. HARRISBURG PA 2538 Grainger 11378- Branch 58-45 Grand Ave. MASPETH NY 3230 Grainger 19154- Grainger 11747- Branch 10401 Drummond Rd. PHILADELPHIA PA 3805 Branch 1 Park Dr. MELVILLE NY 3035 Grainger 505 Saw Mill River 10523- Grainger 19032- Branch Rd. ELMSFORD NY 1009 Branch 1530 Delmar Dr. FOLCROFT PA 2102 4 Low Sensitivity Address City State Zip Location Code Grainger 76712- Grainger 19123- Branch 6901 Imperial Dr. WACO TX 6813 Branch 401 N.8TH St. PHILADELPHIA PA 3902 Grainger 75237- 201 RIDC Park West Branch 4242 Platinum Way DALLAS TX 1618 Grainger Dr. AIRPORT 15275- Grainger 75074- Branch LOCATION PITTSBURGH PA 1003 Branch 2601 E. Plano Pkwy. PLANO TX 7416 Grainger 15201- Grainger 6006 E. Ben White 78741- Branch 3150 Liberty Ave. PITTSBURGH PA 1416 Branch Blvd., Suite 500 AUSTIN TX 7504 Grainger 02888- Grainger 79935- Branch 78 Jefferson Blvd. WARWICK RI 1064 Branch 1400 Lomaland Dr. EL PASO TX 5207 Grainger 7401 Pepperdam NORTH 29418- Grainger 77536- Branch Ave. CHARLESTON SC 8434 Branch 1251 Hall Court DEER PARK TX 6558 Grainger WEST 29169- Grainger 77028- Branch 550 Chris Dr. COLUMBIA SC 4669 Branch 4545 Darien St. HOUSTON TX 5911 Grainger 29607- Grainger 77040- Branch 730 Congaree Rd. GREENVILLE SC 3598 Branch 8200 Pinemont Dr. HOUSTON TX 6500 Grainger 57104- Grainger 77054- Branch 500 E.50TH St. N. SIOUX FALLS SD 0631 Branch 1222 S Loop W HOUSTON TX 4012 Grainger 37406- Grainger 77477- Branch 902 Creekside Rd. CHATTANOOGA TN 1053 Branch 3900 Greenbriar Dr. STAFFORD TX 3919 Grainger 37919- Grainger 77090- Branch 6500 Baum Dr. KNOXVILLE TN 7309 Branch 16741 North Freeway HOUSTON TX 5105 Grainger 1901 Nonconnah 38132- Grainger 6050 Southwest 77057- Branch Blvd. MEMPHIS TN 2106 Branch Freeway HOUSTON TX 7514 Grainger 37210- Grainger 77303- Branch 1938 Elm Tree Dr. NASHVILLE TN 3718 Branch 2323 N. Frazier St CONROE TX 1754 Grainger 1021 Dr.M.L.K.Jr 37203- Grainger 77094- Branch Blvd. NASHVILLE TN 5741 Branch 17010 Katy Fwy. HOUSTON TX 1410 Grainger 79110- Grainger 1408 W.Villa Maria 77801- Branch 5807 Canyon Dr. AMARILLO TX 3026 Branch Rd BRYAN TX 4213 Grainger 7950 Research Blvd. 78758- Grainger 78041- Branch Ste 101 AUSTIN TX 8425 Branch 610 Gale St. LAREDO TX 6005 Grainger 77702- Grainger 75604- Branch 125 Sawyer St. BEAUMONT TX 2216 Branch 1507 W.Cotton St. LONGVIEW TX 5522 Grainger CORPUS 78408- Grainger 79404- Branch 430 Sun Belt Dr. CHRISTI TX 2411 Branch 502 E.40TH St. LUBBOCK TX 2816 Grainger 322 West Main Suites Grainger 78501- Branch 120&140 KENEDY TX 78119 Branch 921 E.Pecan Blvd. MCALLEN TX 5710 Grainger 2251 E.Division St. 76011- Grainger 4110 S.County Rd. 79706- Branch Ste A ARLINGTON TX 6619 Branch 1276 MIDLAND TX 3042 Grainger 1305 N. Interstate 75006- Grainger 78218- Branch 35E CARROLLTON TX 8628 Branch 5011 Rittiman Rd. SAN ANTONIO TX 4638 Grainger 76104- Grainger 78229- Branch 300 W.Vickery Blvd FORT WORTH TX 1201 Branch 4924 NW Loop 410 SAN ANTONIO TX 5312 Grainger 8321 John W Grainger SOUTH SALT 84119- Branch Carpenter Fwy DALLAS TX 75247 Branch 2775 S.900 W. LAKE CITY UT 2447 Grainger 76106- Grainger 84401- Branch 5000 Northeast Pkwy. FORT WORTH TX 1819 Branch 2958 South 1900 W. OGDEN UT 3228 Grainger 75041- Grainger 1401 Sewells Point 23502- Branch 2701 W. Kingsley Rd. GARLAND TX 2406 Branch Rd. NORFOLK VA 2057 5 Low Sensitivity Zip Location Address State Code ocation 'dress ity, Grainger 23223- Grainger 53714- Branch 2424 Magnolia Court RICHMOND VA 2332 Branch 501 Atlas Ave. _ MADISON WI 3107 Grainger 22042- Grainger 53225- Branch 2947 Gallows Rd. FALLS CHURCH VA 1024 Branch 5819 N. 117TH St. MILWAUKEE WI 2245 Grainger 20166- Grainger N21 W23020 53188- Branch 101 International Dr. DULLES VA 9442 Branch Watertown Rd. WAUKESHA WI 1001 Grainger 99301- Grainger 53202- Branch 3306 W.Marie St. PASCO WA 3899 Branch 202 N.Jackson St. MILWAUKEE Wi 5903 Grainger 98424- Grainger 25387- Branch 2802 Pacific Hwy. E. FIFE WA 1021 Branch 3000 7TH Ave.W. CHARLESTON WV 1731 Grainger Grainger 25701- Branch 6141 4th Avenue S SEATTLE WA 98108 Branch 440 3RD Ave. HUNTINGTON WV 1305 Grainger 98201- Grainger 82601- Branch 3013 Walnut St. EVERETT WA 3846 Branch 1110 Wilkins Circle CASPER WY 1331 Grainger 5706 E.Broadway SPOKANE 99212- Grainger 105 Ave Puerto Branch Ave. VALLEY WA 0912 Branch Conquistadores Catano Rico 962 Grainger 98188- Grainger Ave Algarrobos Edificio Puerto Branch 6725 S.Todd Blvd. TUKWILA WA 4771 Branch 4 Mayaguez Rico 680 Grainger 54304- Grainger Puerto Branch 751 Morris Ave. GREEN BAY WI 4558 Branch Calle E Lote 4 y 5 Caguas Rico 725 Grainger 54914- Grainger Puerto Branch 600 N. Lynndale Dr. APPLETON WI 3021 Branch 1642 Suite 102 Ponce Rico 717 6 Low Sensitivity Exhibit 07-City of Tucson Business License 0/SOP \ City of Tucson Business License CITY OF TUCSON Business Name and Mailing Address: License Number:T1011332 Issue Date:January 23, 2023 Expiration Date: December 31, 2023 WW GRAINGER INC 100 GRAINGER PKWY LAKE FOREST, IL 60045-5202 This license/permit is non-transferable and must be posted Owner: WW GRAINGER INC in a conspicuous place at the business location. Doing Business As: THE ISSUANCE OF THIS LICENSE/PERMIT SHALL NOT BE WW GRAINGER INC CONSTRUED AS PERMISSION TO OPERATE IN VIOLATION OF ANY LAW OR REGULATION. City of Tucson,Arizona Non-Transferable LICENSE SECTION 0/0 Effective:January 01,2023 0%fit .• T1011332 Expiration Date:December 31. t_ Q fli$2023 :S ;:•, MUST BE DISPLAYED IN A CONSPICUOUS PLACE CITY Or TUCSON Business License For the payment of the license fee,the person or firm below is hereby licensed to conduct business in the City of Tucson.Tax accruing to the City of Tucson shaii be paid under provisions of Ch. 19,Tucson City Code.This license is subject to revocation for violation of Ch. 7 or Ch. 19 of the Tucson City Code. Issued To:WW GRAINGER INC Located At:3415 S DODGE BLVD TUCSON,AZ 85713-5434 BY: Please refer to license number in all correspondence. CFO/Assistant City Manager Attachments for OMNIA Partners P A R T N E R S Exhibit 001 -Grainger DUNS Report This document is considered Confidential d Proprietary,Trade Secret protected. Exhibit 002-Grainger US Branch & DC Locations Address City State Zip Location am Code Grainger DC 4700 Hamner Ave. MIRA LOMA CA 91752 Grainger 72209- Branch 6100 Murray St. LITTLE ROCK AR 8528 — Grainger DC 8001 Forshee Dr. JACKSONVILLE FL 32219 Grainger 1205 S.Old Missouri 72764- Grainger DC 701 Grainger Way MINOOKA IL 60447 Branch Rd. SPRINGDALE AR 1152 Grainger 85043- Grainger DC 11200 E.210 Hwy. KANSAS CITY MO 64161 Branch 960 N.51st Ave PHOENIX AZ 2625 Grainger DC 4300 Old Airways Rd. SOUTHAVEN MS 38671 Grainger 2002 W. Rose Garden 85027- Branch Lane PHOENIX AZ 2620 Grainger DC 400 Bordentown BORDENTOWN NJ 08505 Grainger 4465 E.Broadway 85040- Hedding Rd Branch Rd. PHOENIX AZ 8892 Grainger DC 8211 Bavaria Dr E MACEDONIA OH 44056 Grainger 85233- Branch 775 E Baseline Rd GILBERT AZ 1203 Grainger DC 101 Southchase Blvd. FOUNTAIN INN SC 29644 Grainger 85713- Grainger DC 201 Freedom Dr. ROANOKE TX 76262 Branch 3415 S.Dodge Blvd. TUCSON AZ 5434 Grainger 93309- Grainger DC 95 S.Tejon St. DENVER CO 80223 Branch 3900 Easton Dr. BAKERSFIELD CA 1083 2450 Annapolis Lane Grainger 93706- Grainger DC N PLYMOUTH MN 55441 Branch 1335 Tuolumne St. FRESNO CA 2017 Grainger DC 6725 S.Todd Blvd. TUKWILA WA 98188 Grainger RANCHO 91730- Branch 9220 Hyssop Dr. CUCAMONGA CA 6108 Grainger DC 8701 Minor Lane LOUISVILLE KY 40219 Grainger 1151 E.Columbia 92507- 2710 Keystone Pacific Branch Ave. RIVERSIDE CA 2113 Grainger DC Parkway PATTERSON CA 95363 Grainger 92805- Branch 310 E.Ball Rd. ANAHEIM CA 6312 Future DC Gresham OR Grainger 91324- Future DC Branch 8930 Winnetka Ave. NORTHRIDGE CA 3200 Houston TX Grainger 90220- Bulk 1051 Carson Ct Easton PA 18045 Branch 1050 W.Walnut St. COMPTON CA 5112 Warehouse Grainger 93030- Bulk 15350 North Beach St Fort Worth TX 76177 Branch 101 S.Rice Ave. OXNARD CA 7235 Warehouse Grainger 90013- Bulk Pineville NC Branch 570 S.Alameda St. LOS ANGELES CA 1726 Warehouse Grainger 10804 S.La Cienega 90304- Bulk 6590 Pritchard Rd Jacksonville FL 32219 Branch Blvd. INGLEWOOD CA 1113 Warehouse Grainger 10137 S. Norwalk SANTA FE 90670- Bulk 4130 Indian Ave Los Angeles CA 92571 Branch Blvd.. SPRINGS CA 3325 Warehouse Grainger 1554 BROOKHOLLOW 92705- Bulk 3501 Corporate Dr Joliet IL 60431 Branch DR SUITE A SANTA ANA CA 5508 Warehouse Grainger 94577- Grainger 99518- Branch 444 Doolittle Dr. SAN LEANDRO CA 1016 Branch 6240 B St. ANCHORAGE AK 1727 Grainger 94520- Grainger 35222- Branch 2288 Pike Ct. CONCORD CA 1251 Branch 3735 First Ave. N. BIRMINGHAM AL 1301 Grainger WEST 95691- Grainger 1912 Jordan Lane 35816- Branch 3691 Industrial Blvd. SACRAMENTO CA 3456 Branch NW HUNTSVILLE AL 1542 Grainger 93901- Grainger 36609- Branch 1334 Dayton St. SALINAS CA 4416 Branch 1241 Montlimar Dr. MOBILE AL 1712 Grainger 91911- Grainger 36117- Branch 1150 Bay Blvd. CHULA VISTA CA 2601 Branch 541 George Todd Dr. MONTGOMERY AL 2233 Grainger 92078- Grainger 72908- Branch 1321 Linda Vista Dr. SAN MARCOS CA 3804 Branch 3807 Planters Rd. FT.SMITH AR 8461 1 Low Sensitivity Zip Location Address City State Code Location ddress Grainger 92111- Grainger 33762- Branch 8001 Raytheon Rd. SAN DIEGO CA _ 1608 Branch 12579 49TH St. N. CLEARWATER FL 4313 Grainger 94010- Grainger 6685 Whitfield 34243- Branch 1360 Rollins Rd BURLINGAME CA 2410 Branch Industrial Ave. SARASOTA FL 4012 Grainger 95131- Grainger 1820 Tampa East 33619- Branch 2261 Ringwood Ave. SAN JOSE CA 1717 Branch Blvd. TAMPA FL 3052 Grainger ROHNERT 94928- Grainger 4505 W.Hillsborough 33614- Branch 5760 Commerce Blvd. PARK CA 1630 Branch Ave TAMPA FL 5441 Grainger 95215- Grainger 631 S.Marietta Pkwy 30060- Branch 2501 Stagecoach Rd. STOCKTON CA 7909 Branch SE MARIETTA GA 2748 Grainger CITRUS 95621- Grainger 30071- Branch 6412 Tupelo Dr.#G HEIGHTS CA 1773 Branch 6655 Crescent Dr NORCROSS GA 2934 Grainger 12871 Western Ave., GARDEN 92841- Grainger 5300 Frontage Rd. 30297- Branch Suite A GROVE CA 4032 Branch Suite A-1 FOREST PARK GA 2516 Grainger 80239- Grainger 30607- Branch 4885 Paris St. DENVER CO 2811 Branch 1205 Commerce Rd. ATHENS GA 1101 Grainger 80525- Grainger 31206- Branch 4531 Innovation Dr. FORT COLLINS CO 3406 Branch 2048 Paul Walsh Dr. MACON GA 3168 Grainger COLORADO 80907- Grainger 1721 Marietta Blvd. 30318- Branch 610 Popes Bluff Trail SPRINGS CO 3512 Branch NW ATLANTA GA 3646 Grainger 80223- Grainger 30906- Branch 95 S.Tejon St. DENVER CO 1251 Branch 1516 Gordon Hwy. AUGUSTA GA 2006 Grainger 80221- Grainger 1324 US Highway 80 31408- Branch 6935 Broadway DENVER CO 2841 Branch W GARDEN CITY GA 2547 Grainger 06473- Grainger 96819- Branch 124 Universal Dr. NORTH HAVEN CT 3630 Branch 2833 Paa Street HONOLULU HI 4406 Grainger 06114- Grainger 52404- Branch 75 Maxim Rd. HARTFORD CT 1605 Branch 715 33RD Ave.SW CEDAR RAPIDS IA 3924 Grainger 19720- Grainger 52807- Branch 117 Quigley Blvd. NEW CASTLE DE 4103 Branch 961 E.53RD St. DAVENPORT IA 2633 Grainger 33966- Grainger 1811 E.Sheridan 50316- Branch 12431 Metro Pkwy. FT.MYERS FL 1316 Branch Ave. DES MOINES IA 1803 Grainger 32256- Grainger 83706- Branch 8450 Philips Hwy. JACKSONVILLE FL 8206 Branch 5576 Irving St. BOISE ID 1216 Grainger 33172- Grainger 60608- Branch 2255 NW 89TH Place DORAL FL 2428 Branch 2356 S Ashland Ave CHICAGO IL 5304 Grainger 2131 SW 2nd St.Bldg POMPANO 33069- Grainger DOWNERS 60515- Branch 8 BEACH FL 3100 Branch 2701 Ogden Ave. GROVE IL 1704 Grainger 1800 N. Florida Mango WEST PALM 33409- Grainger MORTON 60053- Branch Rd. BEACH FL 6406 Branch 8045 River Dr. GROVE IL 2651 Grainger 33147- Grainger ARLINGTON 60005- Branch 7200 NW 37TH Ave. MIAMI FL 5838 Branch 475 E.Algonquin Rd. HEIGHTS IL 4620 Grainger 2620 SW 17th Rd.,Ste 34471- Grainger 60803- Branch 300 OCALA FL 2096 Branch 6001 W. 115TH St. ALSIP IL 5152 Grainger 32811- Grainger 60638- Branch 4180 L B Mcleod Rd. ORLANDO FL 5695 Branch 6450 S.Austin Ave. CHICAGO IL 5394 Grainger WEST 32904- Grainger FRANKLIN 60131- Branch 101 S.Wickham Rd. MELBOURNE FL 1131 Branch 3240 Mannheim Rd. PARK IL 1532 Grainger 3924 W. Pensacola 32304- Grainger 60614- Branch St. TALLAHASSEE FL 2838 Branch 2221 N.Elston Ave. CHICAGO IL 2905 2 Low Sensitivity Address City State Zip .Location Code Grainger 60087- Grainger ANNAPOLIS 20701- Branch 3585 Sunset Ave. WAUKEGAN IL 3217 Branch 10981 Guilford Rd. JUNCTION MD 1125 Grainger 1017 SW Jefferson 61605- Grainger 20706- Branch Ave. PEORIA IL 3948 Branch 4748 Forbes Blvd. LANHAM MD 4302 Grainger 61108- Grainger 21221- Branch 5862 Harrison Ave ROCKFORD IL 8127 Branch 8820 Citation Road BALTIMORE MD 3101 Grainger 46406- Grainger 20850- Branch 1701 Cline Ave. GARY IN 2225 Branch 701 Dover Road ROCKVILLE MD 1392 Grainger 47715- Grainger 21230- Branch 837 N.Congress Ave. EVANSVILLE IN 2452 Branch 2100 Haines St. BALTIMORE MD 3206 Grainger 46202- Grainger 04103- Branch 1819 W. 16TH St. INDIANAPOLIS IN 2032 Branch 425 Warren Ave. PORTLAND ME 1287 Grainger 46256- Grainger 1587 E.Whitcomb MADISON 48071- Branch 9210 Corporation Dr. INDIANAPOLIS IN 1017 Branch Ave. HEIGHTS MI 1415 Grainger 46628- Grainger 48174- Branch 1750 Commerce Dr. SOUTH BEND IN 1565 Branch 6874 Middlebelt Rd. ROMULUS MI 2041 Grainger 66215- Grainger FARMINGTON 48335- _Branch 14790 W.99TH St. LENEXA KS _ 1109 _ Branch 23800 Haggerty Rd. HILLS MI 2617 _ Grainger 67213- Grainger 25940 Groesbeck 48089- Branch 1920_S.West St. WICHITA KS 1108 Branch Hwy. WARREN MI 4144 Grainger 40511- Grainger 48104- Branch 1351 Georgetown Rd. LEXINGTON KY 2503 Branch 2915 Boardwalk St. , ANN ARBOR MI 6765 Grainger 40299- Grainger 48503- Branch 1901 Plantside Dr. LOUISVILLE KY 1919 Branch 2711 Lapeer Rd. FLINT MI 4354 Grainger 1508 Eraste Landry 70506- Grainger 1201 W. Lafayette 48226- Branch Rd. LAFAYETTE LA 1989 Branch Blvd. DETROIT MI 3008 Grainger 2502 S Cities Service 70663- Grainger 3803 Roger B Chaffee 49548- Branch Hwy SULPHUR LA 6405 Branch SE GRAND RAPIDS MI 3437 Grainger 71292- Grainger 49048- Branch 500 Thomas Rd. WEST MONROE LA 9454 Branch 2476 Azo Dr. KALAMAZOO MI 9540 Grainger 12455 Airline Grainger 48911- Branch Highway BATON ROUGE LA 70817 Branch 5617 Enterprise Dr. LANSING MI 4194 Grainger 70737- Grainger 48601- Branch 9506 Ashland Rd GONZALES LA 8097 Branch 220 W. Morley Dr. SAGINAW MI 9464 Grainger 70123- Grainger 55420- Branch 825 Distributors Row NEW ORLEANS LA 3209 Branch 201 E.78TH St. BLOOMINGTON MN 1249 Grainger 70119- Grainger 345 Plato Blvd E Ste 55107- Branch 601 S.Galvez St. NEW ORLEANS LA 7517 Branch 120 ST. PAUL MN 1228 Grainger 71109- Grainger 2450 Annapolis Lane 55441- Branch 5126 Hollywood Ave. SHREVEPORT LA 7716 Branch N. PLYMOUTH MN 3600 Grainger 02062- Grainger 64127- Branch 428 University Ave. NORWOOD MA 2638 Branch 2300 E. 18TH St. KANSAS CITY MO 2543 Grainger 01801- Grainger 63103- Branch 31 Cabot Rd. WOBURN MA 1003 Branch 2227 Clark Ave. ST.LOUIS MO 2539 Grainger 02149- Grainger MARYLAND 63043- Branch 160 Broadway EVERETT MA 2460 Branch 2535 Metro Blvd. HEIGHTS MO 2409 Grainger 02472- Grainger 808 N.Cedarbrook 65802- Branch 400 Arsenal St. WATERTOWN MA 2805 Branch Ave. SPRINGFIELD MO 2522 Grainger 01104- Grainger 39212- Branch 790 Cottage St. SPRINGFIELD MA 3221 Branch 3551 1-55 S. JACKSON MS 4963 3 Low Sensitivity p Zip Location Address City State sLuold ; Location dress City State Code Grainger 59101- Grainger 11716- Branch 221 Moore Lane BILLINGS MT 3418 Branch 199 Orville Dr. BOHEMIA NY 2515 Grainger 28804- Grainger 11232- Branch 834 Riverside Dr. ASHEVILLE NC 3222 Branch 815 3rd Ave. BROOKLYN NY 1511 Grainger 1440 Westinghouse Grainger 14615- Branch Blvd Suite L CHARLOTTE NC 28273 Branch 1999 Mt. Read Blvd. ROCHESTER NY 3700 Grainger 28203- Grainger 14623- Branch 1401 S.Mint St. CHARLOTTE NC 4135 Branch 430 W.Metro Park ROCHESTER NY 2619 Grainger 27406- Grainger EAST 13057- Branch 2506 Greengate Dr. GREENSBORO NC 5241 Branch 6285 E.Molloy Rd. SYRACUSE NY 1037 Grainger 27616- Grainger 4420 Glendale Milford 45242- Branch 4820 Signett Dr. RALEIGH NC 2824 Branch Rd. CINCINNATI OH 3708 Grainger 28403- Grainger 45203- Branch 505 Covil Ave. WILMINGTON NC 2652 Branch 939 W. 8th St. CINCINNATI OH 1131 Grainger 58102- Grainger BROOKLYN 44131- Branch 3825 12TH Ave. N. FARGO ND 2906 Branch 1035 Valley Belt Rd. HEIGHTS OH 1432 Grainger 68127- Grainger 44305- Branch 9345 J St. OMAHA NE 1206 Branch 420 Kennedy Rd. AKRON OH 4424 Grainger 370 E. Industrial Park 03109- Grainger 44706- Branch Dr. MANCHESTER NH 5310 Branch 1721 6TH St.SW CANTON OH 1203 Grainger SOUTH 07080- Grainger 43204- Branch 1001 Hadley Rd. PLAINFIELD NJ 1102 Branch 3640 Interchange Rd. COLUMBUS OH 1434 Grainger 07012- Grainger 6999 Huntley 43229- Branch 308 Allwood Rd. CLIFTON NJ 1701 Branch Rd. Suite A COLUMBUS OH 1031 Grainger 07724- Grainger 45014- Branch 212 Industrial Way W. EATONTOWN NJ 2206 Branch 8700 LeSaint Drive FAIRFIELD OH 2260 Grainger 560-596 Bercik St. Grainger 45414- Branch Suite 1 ELIZABETH NJ 7201 Branch 2321 Needmore Road DAYTON OH 4147 Grainger 43551- Grainger 08054- Branch 1300 Third St. PERRYSBURG OH 4349 Branch 819 E Gate Dr. MT. LAUREL NJ 1208 Grainger 44515- Grainger 87109- Branch 360 Victoria Rd. YOUNGSTOWN OH 2026 Branch 3901 Osuna Rd. NE ALBUQUERQUE NM 4431 Grainger 4314 Will Rogers OKLAHOMA 73108- Branch Pkwy. CITY OK 1864 Grainger 87401- Grainger 74116- Branch 1201 San Juan Blvd. FARMINGTON NM 2723 Branch 10707 E. Pine St. TULSA OK 1547 Grainger 89102- Grainger 97217- Branch 2401 Western Ave. LAS VEGAS NV 4815 Branch 6335 N. Basin Ave. PORTLAND OR 3915 Grainger 89431- Grainger 18017- Branch 900 Packer Way SPARKS NV 6441 Branch 2011 Avenue C BETHLEHEM PA 2117 Grainger 12203- Grainger 16501- Branch 35 Corporate Circle ALBANY NY 5154 Branch 415 W. 12TH St. ERIE PA 1505 Grainger 14225- Grainger 17111- Branch 50 McKesson Pkwy. BUFFALO NY 5116 Branch 4320 Lewis Rd. HARRISBURG PA 2538 Grainger 11378- Branch 58-45 Grand Ave. MASPETH NY 3230 Grainger 19154- Grainger 11747- Branch 10401 Drummond Rd. PHILADELPHIA PA 3805 Branch 1 Park Dr. MELVILLE NY 3035 Grainger 505 Saw Mill River 10523- Grainger 19032- Branch Rd. ELMSFORD NY 1009 Branch 1530 Delmar Dr. FOLCROFT PA 2102 4 Low Sensitivity - T • .. ty Address Zip ILocation . i � State. Grainger • Code76712- Grainger 19123- Branch 6901 Imperial Dr. WACO TX 6813 Branch 401 N.8TH St. PHILADELPHIA PA 3902 Grainger 75237- 201 RIDC Park West Branch 4242 Platinum Way DALLAS TX 1618 Grainger Dr. AIRPORT 15275- Grainger 75074- Branch LOCATION PITTSBURGH PA 1003 Branch 2601 E. Plano Pkwy. PLANO TX 7416 Grainger 15201- Grainger 6006 E. Ben White 78741- Branch 3150 Liberty Ave. PITTSBURGH PA 1416 Branch Blvd., Suite 500 AUSTIN TX 7504 Grainger 02888- Grainger 79935- Branch 78 Jefferson Blvd. WARWICK RI 1064 Branch 1400 Lomaland Dr. EL PASO TX 5207 Grainger 7401 Pepperdam NORTH 29418- Grainger 77536- Branch Ave. CHARLESTON SC 8434 Branch 1251 Hall Court DEER PARK TX 6558 Grainger WEST 29169- GraingBranch 4545 Darien St. HOUSTON TX 759118 Branch 550 Chris Dr. COLUMBIA SC 4669 Grainger 29607- Grainger 77040- ' Branch 730 Congaree Rd. GREENVILLE SC 3598 Branch 8200 Pinemont Dr. HOUSTON TX 6500 Grainger 57104- Grainger 77054- Branch 500 E.50TH St. N. SIOUX FALLS SD 0631 Branch 1222 S Loop W HOUSTON TX 4012 Grainger 37406- Grainger 77477- Branch 902 Creekside Rd. CHATTANOOGA TN 1053 Branch 3900 Greenbriar Dr. STAFFORD TX 3919 Grainger 37919- Grainger 77090- Branch 6500 Baum Dr. KNOXVILLE TN 7309 Branch 16741 North Freeway HOUSTON TX 5105 Grainger 1901 Nonconnah 38132- Grainger 6050 Southwest 77057- Branch Blvd. MEMPHIS TN 2106 Branch Freeway HOUSTON TX 7514 Grainger 37210- Grainger 77303- Branch 1938 Elm Tree Dr. NASHVILLE TN 3718 Branch 2323 N. Frazier St CONROE TX 1754 Grainger 1021 Dr.M.L.K.Jr 37203- Grainger 77094- Branch Blvd. NASHVILLE TN 5741 Branch 17010 Katy Fwy. HOUSTON TX 1410 Grainger 79110- Grainger 1408 W.Villa Maria 77801- Branch 5807 Canyon Dr. AMARILLO TX 3026 Branch Rd BRYAN TX 4213 Grainger 7950 Research Blvd. 78758- Grainger 78041- Branch Ste 101 AUSTIN TX 8425 Branch 610 Gale St. LAREDO TX 6005 Grainger 77702- Grainger 75604- Branch 125 Sawyer St. BEAUMONT TX 2216 Branch 1507 W.Cotton St. LONGVIEW TX 5522 Grainger CORPUS 78408- Grainger 79404- Branch 430 Sun Belt Dr. CHRISTI TX 2411 Branch 502 E.40TH St. LUBBOCK TX 2816 Grainger 322 West Main Suites Grainger 78501- Branch 120&140 KENEDY TX 78119 Branch 921 E.Pecan Blvd. MCALLEN TX 5710 Grainger 2251 E.Division St. 76011- Grainger 4110 S.County Rd. 79706- Branch Ste A ARLINGTON TX 6619 Branch 1276 MIDLAND TX 3042 Grainger 1305 N. Interstate 75006- Grainger 78218- Branch 35E CARROLLTON TX 8628 Branch 5011 Rittiman Rd. SAN ANTONIO TX 4638 Grainger 76104- Grainger 78229- Branch 300 W.Vickery Blvd FORT WORTH TX 1201 Branch 4924 NW Loop 410 SAN ANTONIO TX 5312 Grainger 8321 John W Grainger SOUTH SALT 84119- Branch Carpenter Fwy DALLAS TX 75247 Branch 2775 S.900 W. LAKE CITY UT 2447 Grainger 76106- Grainger 84401- Branch 5000 Northeast Pkwy. FORT WORTH TX 1819 Branch 2958 South 1900 W. OGDEN UT 3228 Grainger 75041- Grainger 1401 Sewells Point 23502- Branch 2701 W. Kingsley Rd. GARLAND TX 2406 Branch Rd. NORFOLK VA 2057 5 Low Sensitivity • Location Address State v Zip ddress Location Grainger 23223- Grainger 53714- Branch 2424 Magnolia Court RICHMOND VA 2332 Branch 501 Atlas Ave. MADISON WI 3107 Grainger 22042- Grainger 53225- Branch 2947 Gallows Rd. FALLS CHURCH VA 1024 Branch 5819 N. 117TH St. MILWAUKEE Wi 2245 Grainger 20166- Grainger N21 W23020 53188- Branch 101 International Dr. DULLES VA 9442 Branch Watertown Rd. WAUKESHA Wi 1001 Grainger 99301- Grainger 53202- Branch 3306 W.Marie St. PASCO WA 3899 Branch 202 N.Jackson St. MILWAUKEE WI 5903 Grainger 98424- Grainger 25387- Branch 2802 Pacific Hwy. E. , FIFE WA 1021 Branch 3000 7TH Ave.W. CHARLESTON WV 1731 Grainger Grainger 25701- Branch 6141 4th Avenue S SEATTLE WA 98108 Branch 440 3RD Ave. HUNTINGTON WV 1305 Grainger 98201- Grainger 82601- Branch 3013 Walnut St. EVERETT WA 3846 Branch 1110 Wilkins Circle CASPER WY 1331 Grainger 5706 E. Broadway SPOKANE 99212- Grainger 105 Ave Puerto Branch Ave. VALLEY WA 0912 Branch Conquistadores Catano Rico 962 Grainger 98188- Grainger Ave Algarrobos Edificio Puerto Branch 6725 S.Todd Blvd. TUKWILA WA 4771 Branch 4 Mayaguez Rico 680 Grainger 54304- Grainger Puerto Branch 751 Morris Ave. GREEN BAY Wi 4558 Branch Calle E Lote 4 y 5 Caguas Rico 725 Grainger 54914- Grainger Puerto Branch 600 N.Lynndale Dr. APPLETON Wi 3021 Branch 1642 Suite 102 Ponce Rico 717 6 Low Sensitivity Exhibit 003-NJ Employee Infor Report Certificate 4 Certification 4424 CERTIFICATE OF EMPLOYEE INFORMATION REPORT RENEWAL This is to certify that the contractor listed below has submitted an Employee Information Report pursuant to N.J.A.C. 17:27-1.1 et. seq. and the State Treasurer has approved said report. This approval will remain in effect for the period of 15-D -.2021 t°15-DEC-2024 t, t i -4 x ^.:s'a7 'n 4,'11'T i, ,',4 - ;.-k;;•V! &I] i:—.:,,[5----,( i ,`�I JJ ii..iSiri` gi',.yY �") ' W. W. GRAINGER, INC. `e }�. ` t • ' 100 GRAINGER PARKWAY /�FR�"� - LAKE FOREST IL 60045 5201 `jam. d 1.- -/ice ELIZABETH MAHER MUOIO State Treasurer CITY OF : Oir TUCSON 4. RFP 240078 1 CITY OF TUCSON CITY OF TUCSON REQUEST FOR PROPOSAL 240078 MAINTENANCE REPAIR AND OPERATIONS (MRO) SUPPLIES, PARTS, EQUIPMENT, AND MATERIALS Due Date: Thursday, March 28, 2024 City of Tucson 255 W Alameda St Tucson, AZ 85701 Procurement portal https://secure.procurenow.com/portal/tucson-az Public Portal https://secure.procurenow.com/portal/tucson- az/projects/62080 PUBLISH DATE: February 7, 2024 CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 2 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 Attachments: A - OFFER_AND_ACCEPTANCE_RFP E - RFP 240078_Attachment EOMNIA Final G - FTA TERMS AND CONDITIONS H - 240078, Attachment H, Price Page CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 3 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 A. NOTICE A.1. CITY OF TUCSON NOTICE OF REQUEST FOR PROPOSAL NO 240078 TITLE: Maintenance Repair and Operations (MRO) Supplies, Parts, Equipment, and Materials SUBMITTAL DUE DATE: Thursday, March 28, 2024 AT 2:00 P.M. LOCAL AZ TIME PRE-SUBMITTAL CONFERENCE DATE: Tuesday, February 20, 2024 TIME: 10:00 am LOCAL AZ TIME LOCATION: MICROSOFT TEAMS VIRTUAL MEETING Meeting ID: 245 258 888 266 Passcode: S5V3ke Or call in (audio only) +1 213-293-2303„535442474# United States, Los Angeles Phone Conference ID: 535 442 474# QUESTIONS SHALL BE DIRECTED TO: Matthew Sage (520) 837-4081 matthew.sage@tucsonaz.gov Posted Date: Wednesday, February 7, 2024 Competitive sealed offers for the material or service specified in this solicitation must be submitted through the City's online bidding system. No late submitted offer will be accepted or considered. Reponses submitted in physical form or by facsimile or email will not be considered. Offerors are cautioned to commence the submittal process sufficiently ahead of time to allow for unanticipated delays resulting from things like a slow internet connection, internet outage, difficulty uploading large documents, differing system requirements, etc. Questions about this solicitation must be addressed to the responsible Contract Officer listed herein. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 4 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR, TUCSON,AZ 85701 PH: (520)837-4081 B. INTRODUCTION B.1. Summary The City of Tucson is requesting proposals from qualified and experienced firms to provide MAINTENANCE, REPAIR AND OPERATIONS (MRO) SUPPLIES, PARTS, EQUIPMENT, MATERIALS AND RELATED SERVICES. The City of Tucson requires a contractor who provides a diverse and extensive supply of MRO products and services for delivery to various locations in the Tucson metropolitan area and for pickup at local storefronts. Requirements and qualifications are defined in detail in the Scope of Services Section of this Request for Proposal (RFP). The City seeks a firm that can supply the specified services, supplies, parts, equipment and materials and related services. B.2. Contact Information Matthew Sage Procurement Manager Email: matthew.sage(a�tucsonaz.gov Phone: (520) 837-4081 Department: Business Services B.3. Timeline CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 5 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 Release Project Date February 7, 2024 Pre-Proposal Meeting (Mandatory) February 20, 2024, 10:00amhttps://teams.microsoft.com/I/meetup- join/19%3ameeting ODc2OWYzYmQtZGIyNiO OYWY2LTI1MIYtYTMyZWY1 NjhhYjA2%40threa d.v2/0?context=%7b%22Tid%22%3a%22d21 e 59ec-c208-43eb-aaf1- cf06d9a196e0%22%2c%22Oid%22%3a%221 d cel b86-387e-4e62-b197- 798ed 1 fc7c55%22%7d Question Submission Deadline March 7, 2024, 4:00pm Proposal Submission Deadline March 28, 2024, 2:00pm CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 6 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR, TUCSON,AZ 85701 PH: (520)837-4081 C. SCOPE OF WORK C.1. General Requirements A. GENERAL REQUIREMENTS 1. QUALIFIED FIRMS: Offerors should meet the minimum qualifications: a. Have a strong national presence in the MRO supply industry. b. Have a distribution model capable of delivering products nationwide. c. Have a demonstrated sales presence. d. Be able to meet the minimum requirements of the cooperative purchasing program detailed herein. e. Be able to provide the full range of products, equipment, parts, materials and services to meet the demands of the City and all agencies that opt to participate in the cooperative purchasing program with the City. 2. USAGE REPORT: The Contractor shall provide an electronic copy of a usage report upon request to the Agency Department of Procurement. The report shall provide complete information on the items purchased under this Contract. The Contractor should be able to provide a usage report by department. At a minimum for each item sold, the report should list the manufacturer name, model number, part number, item description, quantity sold, and total spend by department, division, ordering entity, etc. 3. EQUIPMENT/RECALL NOTICES: In the event of any recall notice, technical service bulletin, or other important notification affecting equipment purchased from this contract, a notice shall be sent to the Contract Representative. It shall be the responsibility of the contractors to assure that all recall notices are sent directly to the agencies Contract Representative. 4. WAREHOUSING, DISTRIBUTION AND SALES FACILITIES: The product specified in this solicitation is dependent upon an extensive manufacturer-to-customer supply chain distribution system. To be considered for award, each potential contractor is required to provide proof of an extensive distribution system. 5. DELIVERY: For City of Tucson purchases, MRO supplies shall be delivered to various City of Tucson stores locations and non-stores locations. All deliveries shall be made Monday through Friday from 8:00 a.m. to 3:00 p.m., Arizona Standard Time. 6. CATALOGS: Within 10 days after contract award, Contractor must submit complete price lists and catalogs of their product line in hard copy or on CD. Upon request from a using agency, Contractor shall provide, at no cost, these catalogs and price lists. An accessible public website that contains a downloadable catalog and price list or an interactive web catalog and price list maybe provided in lieu of the above hard copy requirement. 7. WARRANTY: Offeror shall warrant that all equipment and parts furnished in their offer are newly manufactured and free from defects in material and workmanship for no less than one (1) year from the date the equipment is delivered or installed. Warranty shall also CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 7 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 guarantee accepted trade standards of quality, fitness for the intended uses, and conformance to promises or specified specifications. No other express or implied warranty shall eliminate the vendor's liability as stated herein. B. PRODUCT REQUIREMENTS: 1. PRODUCTS: A complete and comprehensive line of quality made MRO supplies to support the daily maintenance, repair and operations functions of the agency. The categories include but are not limited to the following. a. Motors and Power Transmission- General, Definite Purpose and HVAC motors, gear motors, bearings, V-belts and accessories. b. Electrical Supplies — Distribution, controls, wire, cable, voice & data and supplies. c. Lighting — Lamps, ballasts, fixtures, task lighting, flashlights and batteries. d. Tools — Hand, power, outdoor and automotive tools and tool storage. e. Measuring Tools & Test Instruments — Calipers, gauges, inspection, micrometers and multimeters. f. Pneumatic — Pneumatic tools and system components, air compressors and hydraulics. g. Machining and Cutting Tools — Drill bits, taps, dies, blades, counterbores, countersinks and abrasives. h. Material Handling, Storage and Packaging — Ladders, hoists, shelving, storage, furniture, packaging, casters, cart, trucks and drums. i. Welding — Welding equipment and supplies. j. Fasteners and Adhesives — Nuts, bolts, washers, screws, hooks, flat stock, raw materials (metal, rubber, plastic), glue and cement. k. Lubricants, Sealants and Paint - Grease, oil, penetrates sealants, caulk and paint. I. Safety and Security Supplies — Spill containment, storage, fire protection, person protective equipment, instrumentation, signs, labels, tags and security. m. Cleaning Equipment and Supplies — Chemicals, equipment, restroom, paper, waste containers, cleaning. n. HVAC Supplies — Controls, heaters, air conditioning, air treatment, fans, ventilators and blowers. o. Pumps and Plumbing — Submersible, centrifugal, water system and positive displacement pumps, pipe, valves, fittings, heaters, coolers, filtration and faucets. p. Emergency Preparedness — Sandbags, first-aid supplies, disaster recovery products etc. q. Other Categories 2. CURRENT PRODUCTS: All products being offered in response to this solicitation shall be in current and ongoing production; shall be formally announced for general marketing CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 8 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR, TUCSON,AZ 85701 PH: (520)837-4081 purposes; shall be a model or type currently functioning in a user (paying customer) environment and capable of meeting or exceeding all specifications and requirements set forth in this solicitation. 3. DEFECTIVE PRODUCT: All defective products shall be replaced and exchanged by the Contractor. The cost of transportation, unpacking, inspection, re-packing, re-shipping or other like expenses shall be paid by the Contractor. All replacement products must be received by the City within seven (7) days of initial notification. 4. PRICING: Prices/discounts shall remain firm and will include all charges that may be incurred in fulfilling requirement(s) for the twelve-month period following contract award. Where applicable, pricing shall be determined by applying Offerors discounts to the prices listed on their manufacturer's price lists, retail price sheets, catalogs or by utilizing the reduced net pricing schedule. 5. SALES PROMOTIONS: In addition to decreasing prices for the balance of the Contract term due to a change in market conditions, a Contractor may conduct sales promotions involving price reductions for a specified lesser period. Contractor offer Participating Public Agencies competitive pricing which is lower than the not-to-exceed price set forth herein at any time during the Contract term and such lower pricing shall not be applied as a global price reduction under the Contract. 6. COMPLETE PRODUCT OFFERING/BALANCE OF LINE: Each Contractor awarded an item under this solicitation may offer their complete product and service offering/balance of line. C. SERVICE REQUIREMENTS: The City is interested in evaluating the following categories of value-add services for inclusion in this contract. The categories include, but are not limited to, the following. 1. Sourcing: a. from non-catalog suppliers, b. of line card extensions of catalog suppliers, c. for custom products, and d. or OEM repair parts and accessories. 2. Software Punch Out: The capability of your electronic ordering system to interface with an agencies inventory software system. 3. Installation, Repair, Maintenance and Turn-Key Solutions and Services: The ability to provide installation, repair, maintenance and turn-key solutions and services through Contractors business units, authorized manufacturer's facilities or other avenues. 4. Inventory Solutions: Provide inventory management solutions for stock rooms, warehouses, mobile service vehicles, emergency preparedness supplies, and supply vending machines. 5. Small Business Program: The ability to incorporate small business enterprises into your distribution, sales and product offerings. 6. Green/Sustainability Program: CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 9 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR, TUCSON,AZ 85701 PH: (520)837-4081 a. Policies: Efforts and policies pertaining to green and sustainability. b. Products: Impact on product offerings. c. Distribution: Impact in distribution. d. Recycling of Lamps: The ability to recycle lighting and electronic products. e. Lighting and Energy Audits: The ability to perform lighting and energy audits. f. Certifications: The industry recognized certifications and standards obtained. 7. Training & Education: The ability to provide on-site and/or online training and educational programs/seminars. 8. Customer Support Services: The policies on replacements, returns, restocking charges, after hours service, after sales support, out of stock, order tracing, technical feedback, quality assurance for orders and drop shipments. 9. Consulting Services: Consulting and analysis of above listed services and solutions, as well as other value-add services not included above. 10.Other Services: Other value-add services not included in above categories. C.2. National Cooperative Contract - OMNIA Partners The City of Tucson, AZ, as the Principal Procurement Agency, defined in ATTACHMENT E, has partnered with OMNIA Partners, Public Sector ("OMNIA Partners") to make the resultant contract (also known as the "Master Agreement" in materials distributed by OMNIA Partners) from this solicitation available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit ("Public Agencies"), through OMNIA Partners' cooperative purchasing program. The City of Tucson, AZ is acting as the contracting agency for any other Public Agency that elects to utilize the resulting Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners (a "Participating Public Agency") and by using the Master Agreement, any such Participating Public Agency agrees that it is registered with OMNIA Partners, whether pursuant to the terms of a Master Intergovernmental Cooperative Purchasing Agreement, a form of which is attached hereto on ATTACHMENT E, or as otherwise agreed to. ATTACHMENT E contains additional information about OMNIA Partners and the cooperative purchasing program. OMNIA Partners is the largest and most experienced purchasing organization for public and private sector procurement. Through the economies of scale created by OMNIA Partners public sector subsidiaries and affiliates, National IPA and U.S. Communities, our participants now have access to more competitively solicited and publicly awarded cooperative agreements. The lead agency contracting process continues to be the foundation on which we are founded. OMNIA Partners is proud to offer more value and resources to state and local government, higher education, K-12 education and non-profits. OMNIA Partners provides shared services and supply chain optimization to government, education and the private sector. With corporate, pricing and sales commitments from the Contractor, OMNIA Partners provides marketing and administrative support for the Contractor that directly promotes the CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 10 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 Supplier's products and services to Participating Public Agencies through multiple channels, each designed to promote specific products and services to Public Agencies on a national basis. Participating Public Agencies benefit from pricing based on aggregate spend and the convenience of a contract that has already been advertised and publicly competed. The Contractor benefits from a contract that generally allows Participating Public Agencies to directly purchase goods and services without the Supplier's need to respond to additional competitive solicitations. As such, the Contractor must be able to accommodate a nationwide demand for services and to fulfill obligations as a nationwide Contractor and respond to the OMNIA Partners documents (ATTACHMENT E). Although the scope of work reflects the needs and requirements of the City of Tucson, OMNIA Partners Participating Agencies may have different requirements. The awarded vendor will have the ability to offer their comprehensive product line nationally. Participants may elect to negotiate certain terms to conform to their purchasing and contracting requirements. The City of Tucson anticipates spending approximately $4 million over the full potential Master Agreement term for MRO Supplies and Related Services. While no minimum volume is guaranteed to the Contractor, the estimated annual volume of MRO Supplies and Related Services purchased under the Master Agreement through OMNIA Partners Public Sector is approximately $250 million. This projection is based on the current annual volumes among the City of Tucson, other Participating Public Agencies anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marketing approach between the Contractor and OMNIA Partners. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 11 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA,6TH FLOOR, TUCSON,AZ 85701 PH: (520)837-4081 D. INSTRUCTIONS TO OFFERORS D.1. DEFINITION OF KEY WORDS USED IN THE SOLICITATION For purposes of this solicitation and any subsequent contract, the following terms have the meanings set forth below: City:The City of Tucson, Arizona Contract:The legal agreement(s) executed between City and the Successful Offeror(s). The Contract will be deemed to include all the conditions and requirements set forth in this solicitation and any Addenda to the solicitation, all the Special Terms and Conditions and Standard Terms and Conditions, and all the terms of the Offer submitted by Offeror as finally negotiated and accepted by the City. Contractor/Consultant:A Successful Offeror that enters into a Contract with the City. Contract Representative:The City employee or employees who have been designated to act as the City contact for this solicitation process and who are responsible for monitoring and overseeing the Contractor's performance under the Contract. Business Services Director:The contracting authority for the City, authorized to sign contracts and addenda thereto on behalf of the City. May: Indicates something that is not mandatory but permissible. May not:The indicated party is prohibited from taking the action. Must: The action or condition is required. Offer:Any proposal, statement of qualifications, bid, or other submission provided by an Offeror in response to this Solicitation. Offeror: Each individual or entitythat submits an Offer in response to this solicitation. p Successful Offeror: An Offeror who received a Notice of Award or a Notice of Intent to Award from the City. Will:The indicated party is promising to take the action or abide by the condition. D.2. PRE-SUBMITTAL MEETING A Pre-Submittal Meeting will be held at the date and time stated on the cover page of this solicitation, if such a date and time is provided. Attendance at this meeting is not mandatory, but written minutes and/or notes regarding the meeting will NOT be provided, so attendance is encouraged. The purpose of this meeting will be to clarify the contents of this solicitation in order to prevent any misunderstanding of the City's position. D.3. INQUIRIES Any questions about this solicitation or the proposed Contract must be presented at the Pre-Submittal Meeting, if there is one (see above), or submitted in writing, via email, or through the online bidding system, to the Contract Officer by the Question Submission Deadline. The email must refer to the solicitation number and the paragraph number of the provision that the question concerns. The Contract CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 12 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR, TUCSON,AZ 85701 PH: (520)837-4081 Officer may respond by email or may, if they deem it appropriate, address the question in a solicitation addendum or response through the question and answer portal in the online bidding system. Offeror may not rely on oral interpretations or clarifications about the solicitation; only questions answered in an email by the Contract Officer, posted through the online bidding system, or posted as a formal solicitation addendum will be binding. D.4. ADDENDUM OF SOLICITATION Solicitation Addenda will be posted on the City's link to the online bidding website. Offeror is responsible for checking the webpage regularly for new solicitation addenda and must acknowledge each addendum to this solicitation in its submittal. Please note that vendors who have registered with the Business Services Department at https://procurement.opengov.com/portalucson-az and follow the City of Tucson will receive email notifications of solicitation addenda. D.5. UNDERSTANDING SCOPE OF WORK Before submitting an Offer to this solicitation, Offeror must familiarize itself with the Scope of Work, laws, regulations, physical conditions, and other factors affecting the obligations — including the expense and difficulty of fulfilling those obligations—that Offeror will have under the Contract if awarded to Offeror. No adjustment to the financial or other terms of the Contract will be justified by Offeror's failure to fully understand or appreciate the Contract requirements or other factors affecting Contract performance. D.6. PREPARATION OF OFFER A. Form and Organization. If Offer forms are included in this Solicitation, Offeror's Submittal must be on those forms. Supporting documentation must be arranged in a manner that follows and clearly refers to corresponding sections of the solicitation. Offeror may copy the submittal forms in order to complete them electronically but may not alter or rearrange them or change any paragraph designations. B. Confidential Information. Any information in its submittal that Offeror wishes to be treated as confidential must be clearly marked "CONFIDENTIAL." C. Offer Contents. Offeror's submittal must contain responses to all sections of this solicitation, any Offer forms provided must be completed and any requested supporting documentation must be attached. D. Signatures. Offeror must include in their submittal signed copies of the Offer and Acceptance page. Any cover letter accompanying the proposal documents must be signed. Offeror must initial each erasure, interlineation or other modification in the submittal. The person signing and initialing on behalf of Offeror must be a person authorized to legally bind Offeror. E. Prices. Where a unit price is provided it will govern over any erroneous extension of the price. F. Time Periods. Periods of time, stated as a number of days, will be calendar days unless specifically stated otherwise. G. Accuracy. Mistakes in preparation of its submittal confers on Offeror no right to modify or withdraw its submittal after the Submittal Deadline. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 13 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 H. Cost of Preparation. The City will not reimburse Offeror for the cost of developing, presenting, submitting or providing any response to this solicitation. I. Subcontractors. Offeror must, in their submittal, list any subcontractors that it will utilize in the performance of the Contract if they are awarded the Contract and must describe their qualifications in detail. J. Incomplete Information. Failure to include all requested information may have a negative impact on the evaluation of Offeror's submittal. D.7. PAYMENT DISCOUNTS Payment discount periods shall be computed from the date of receipt of the material/service or correct invoice, whichever is later, to the date City's payment warrant is mailed. Unless freight and other charges are itemized, any discount provided shall be taken on full amount of invoice. Payment discounts of twenty-one calendar days or more shall be deducted from the proposed price in determining the price points. However, the City shall be entitled to take advantage of any payment discount offered by a vendor provided payment is made within the discount period. The payment discount shall apply to all purchases and to all payment methods. D.8. TAXES The City is exempt from federal excise tax, in cludin9 the federal transportation tax, but is not exempt from any other taxes, including state and local sales and excise taxes. D.9. EXCEPTIONS TO CONTRACT PROVISIONS By submitting an offer in response to this solicitation, Offeror is offering to enter into the Contract with the City. If Offeror wishes to modify any Contract terms and conditions, Offeror must, in its Offer, clearly identify the changes it is requesting. No requested modification will be deemed accepted by the City unless and until the City's Business Services Director or their designee expressly accepts it in writing. D.10. PUBLIC RECORD Any documents submitted by Offeror in response to this solicitation will become the property of the City. Except as set forth below with respect to Confidential Information, the Submittal will be deemed to be a public record available for review by the public after the award notification. D.11. CONFIDENTIAL INFORMATION The City is obligated to abide by the Arizona Public Records Law, A.R.S. §§ 39-101 through 39-161. If Offeror believes that any portion of its Offer, specification, protest or correspondence contains information that is confidential and subject to being withheld from disclosure in the event that the City receives a public records request to which the record is responsive, Offeror must, when the record is submitted, provide the Contract Officer written notification of that fact. The records or portions of records that Offeror wishes to be treated as confidential must also be clearly marked "CONFIDENTIAL" on their face. Pricing will not be treated as confidential. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 14 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR, TUCSON,AZ 85701 PH: (520)837-4081 If the City, after award notification, receives a public-records request the scope of which includes a document submitted by Offeror and marked "CONFIDENTIAL", the Contract Officer will make a written determination regarding whether the document will be provided to the requestor. If the Contract Officer determines that the document should be released, City will notify Offeror in writing. Unless Offeror, within 10 days after the date of that notice, obtains and provides to City an order from a court of competent jurisdiction prohibiting the City from releasing the documents, the City may release the documents without any liability to Offeror. D.12. WHEN AND HOW TO SUBMIT OFFERS In order to be considered, Offeror must, no later than the Offer Submittal Deadline, submit its Offer electronically through the City's online bidding system: https://procurement.opengov.com/portalucson- az. NOTE: THE ENTIRE OFFER MUST BE IN ""SUBMITTED"" STATUS IN THE CITY'S ONLINE BIDDING SYSTEM IN ORDER TO BE CONSIDERED. RESPONSES THAT HAVE BEEN CREATED IN THE SYSTEM, BUT THAT ARE NOT IN ""SUBMITTED"" STATUS BY THE OFFER SUBMITTAL DEADLINE WILL NOT BE CONSIDERED. D.13. CERTIFICATION OF NONCOLLUSION; CONFLICTS OF INTEREST Offeror will not communicate, orally or in writing, with any member of the Mayor and Council, or with any City staff outside the Procurement Division of the Business Services Department, regarding this Solicitation. By submitting an Offer, Offeror warrants that: A. Preparation and submission of the submittal did not involve collusion or other anti-competitive practices. B. Offeror has not given, offered to give, nor intends to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, meal or service to a public servant in connection with this solicitation. C. No person has been employed or retained to solicit or secure a Contract under this solicitation upon a promise of a commission, percentage, brokerage, or contingent fee. D. No employee of the City involved in this Solicitation process, or any family member of such an employee, has any substantial financial interest in Offeror's firm. No member of the City of Tucson Mayor and Council who has, or whose family member has, any substantial financial interest in Offeror's firm will participate in any action taken by the Mayor and Council with respect to this Contract. The terms "relative" and "substantial interest" have the meanings assigned in A.R.S. § 38-502 The City may disqualify Offeror from further participation in the solicitation process if the City determines that any City employee or official involved in this Solicitation process has an actual or apparent conflict of interest or if Offeror has engaged in any collusion or anti-competitive practices. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 15 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR, TUCSON,AZ 85701 PH: (520)837-4081 D.14. WITHDRAWAL OF OFFER; BINDING OFFER By submitting an Offer in response to this Solicitation, Offeror is offering to enter into the Contract with the City. Offeror may withdraw a submitted Offer at any time prior to the Offer Submittal Deadline. Telephonic or oral withdrawals are not effective. Offeror cannot withdraw an Offer that is in "submitted" status as of the Offer Submittal Deadline unless the Director of the Business Services Department consents in writing to the withdrawal. The Offer will be irrevocable for 90 days after the Offer Submittal Deadline. D.15. DISCUSSIONS The City may, at its discretion, conduct discussions with Offeror for the purpose of eliminating minor irregularities, informalities, or apparent clerical mistakes in Offeror's submittal in order to clarify the offer and assure full understanding of, and responsiveness to, solicitation requirements. D.16. VENDOR REGISTRATION; BUSINESS LICENSE In order to be eligible for award of a Contract, Offeror must: A. Register with the City's Business Services Department. Registration can be completed at https://procurement.opengov.com/oortalucson-az. B. Obtain a City of Tucson Business License or a written determination from the City's Business License Section that a license is not required. For questions contact the City's Business License Section at (520) 791-4566 or email at license(a�tucsonaz.gov CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 16 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR, TUCSON,AZ 85701 PH: (520)837-4081 E. OFFER EVALUATION AND CONTRACT AWARD E.1. PROPOSAL EVALUATION CRITERIA — (listed in relative order of importance) A. Method of Approach B. Price Proposal C. Qualifications & Experience E.2. INTERVIEWS The City may interview some or all of the offerors at any point during the evaluation process. If interviews are conducted, information provided during the interview process will be taken into consideration in the evaluation process. The City will not reimburse the Offeror for any costs Offeror incurs during its participation in the interview process. E.3. ADDITIONAL INVESTIGATIONS The City may undertake any additional investigations it deems appropriate to evaluate the competence and financial stability of any offeror. E.4. OTHER INFORMATION Information that evaluation committee members have about an offeror beyond what is provided in the offeror's Offer may be taken into consideration during the evaluation process. E.5. PRICE A. Tax Offset Policy. If applicable under Section 28-18(6) or Section 28-17(7)(d) of the Tucson Procurement Code, the City will include the amount of all business privilege taxes other than the City's in evaluating the pricing component of each Offer. B. Payment Discounts. Any discounts offered by Offeror for payments made within 21 calendar days or more will be deducted from the proposed price in evaluating an offeror's pricing. However, the City may take advantage of any early- or timely-payment discounts offered by a vendor. Any proposed payment discount will apply to all purchases and to all payment methods E.6. CITY'S RIGHT TO WAIVE DEFECTS OR REJECT OFFERS Notwithstanding any other provision of this solicitation, the City may: A. Waive any immaterial defect or informality; or B. Reject any or all submittals, or portions thereof; or C. Reissue the solicitation. CITY OF TUCSON REQUEST FOR PROPOSAL NO. 240078 BUSINESS SERVICES DEPARTMENT Page 17 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR, TUCSON,AZ 85701 PH: (520)837-4081 E.7. CONTRACT NEGOTIATIONS At the City's discretion, it may negotiate with one or more responsible offerors to agree upon the final conditions, terms and price of the Contract. In doing so, the City will treat offerors fairly and will not disclose to any offeror information from responses submitted by other offerors. Exclusive or concurrent negotiations do not constitute a contract award and do not confer any rights to the offerors participating in such negotiations. In the event the City deems that negotiations are not progressing, the City may formally terminate these negotiations and may enter into concurrent or exclusive negotiations with the next most qualified firm(s). E.8. AWARD OF CONTRACT A Contract is created when, and only when, it is formally awarded, which occurs when the Business Services Director and the City Attorney sign the Offer and Acceptance page of the Successful Offeror's submittal. When a Contract is awarded, the City will send the Contractor a Notice of Award. The City may first issue a Notice of Intent to Award to the Successful Offeror(s). Offeror, if it receives a Notice of Intent to Award from the City, must sign and file with the City, within ten (10) days after receipt of the Notice, all documents necessary for execution of the Contract. A Notice of Intent to Award does not create a contract. Only a subsequent formal award, as described above, creates a Contract. E.9. MULTIPLE AWARDS The City, at its sole discretion, may award multiple Contracts. E.10. SUBMITTAL RESULTS After the City issues a Notice of Award, the City will post the name(s) of the Successful Offeror(s) on the Business Services Department's Internet site at https://procurement.opengov.com/portalucson- az/contracts E.11. PROTESTS Any interested party, may, in accordance with Article IX of the Tucson Procurement Code, protest either this solicitation or the award of a Contract under this solicitation. A protest based on alleged improprieties in this solicitation must be filed no later than five (5) working days before the Proposal Submittal Deadline. A protest of a proposed or actual award must be filed no later than ten (10) calendar days after the City issues a Notice of Intent to Award or, if no Notice of Intent to Award is issued, after the City issues a Notice of Award. A protest must be made in writing and filed with the Contract Officer. It must include: A. The name, address, and telephone number of the protestant; B. The signature of the protestant or its representative; C. The solicitation or Contract number; D. A detailed statement of the legal and factual grounds for the protest along with copies of all relevant documents; and CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 18 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR, TUCSON,AZ 85701 PH: (520)837-4081 E. The form of relief requested. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 19 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR, TUCSON,AZ 85701 PH: (520)837-4081 F. EVALUATION PHASES No. Evaluation Criteria Scoring Method Weight(Points) CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 20 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR, TUCSON,AZ 85701 PH: (520)837-4081 1. Method of Approach N/A N/A A. Method of Approach 1. Provide a response to the national program a. Include a detailed response to Attachment F, Exhibit A, OMNIA Partners Response for National Cooperative contract. Responses should highlight experience, demonstrate a strong national presence, describe how offeror will educate its national sales force about the contract, describe how products and services will be distributed nationwide, include a plan for marketing the products and services nationwide, and describe how volume will be tracked and reported to OMNIA Partners. b. The successful offeror will be required to sign Attachment F, Exhibit B, OMNIA Partners Administration Agreement. Offerors should have any reviews required to sign the document prior to submitting a response. Offeror's response should include any proposed exceptions to the OMNIA Partners Administration Agreement. C. The successful offeror will be required to fill out Exhibit F— Federal Funds Certification and Exhibit G—New Jersey Business Compliance as part of the response. d. Describe and provide an example of any additional agreements that may be required for Participating Public Agencies. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 21 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 2. Product a. Provide a detailed written response illustrating how the products offered will meet the requirements of this solicitation. Offerors shall provide the proposed product lines that will meet the Product Requirements of this solicitation. Offerors shall identify and describe their MRO categories. For each proposed category, describe in detail and provide at a minimum the following types of information: i. Identification and description of product categories offered II. Identification and description of sub categories Iii. Identification and description of manufacturers within each sub category b. What is the total number of products offered in your catalog?Are all catalog products stocked in your distribution warehouses? C. How are green products identified in your catalog?Online ordering? d. Do you offer"Private Line" products? Please describe. e. Submit all information that will aid the City in evaluating your proposal 3. Services a. Provide a detailed written response illustrating how the services offered will meet the requirements of CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 22 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR, TUCSON,AZ 85701 PH: (520)837-4081 this solicitation. Offerors shall provide the proposed services that will meet the Service Requirements of this solicitation. For each proposed category, describe and/or provide details explaining your capabilities. In your response include information such as: i. Policies and programs detailing your efforts in these areas. ii. Literature explaining your capabilities. iii. Submit all information that will aid the City in evaluating your proposal. b. Describe how you will roll out your program to City of Tucson staff. Include in your discussion training, education, meetings, information gathering,annual contract awareness event, etc. C. Describe how you will develop and maintain relationships with key department end users to convert sales to this contract, offer relevant solutions, problem solve, introduce new products or services, etc. d. Describe your sales and reporting capabilities. What level of detail is available? 4. Ordering and Invoices a. Describe your ordering capacity (retail locations, telephone,fax, internet, etc.). Provide details of the capabilities of your E Commerce website including ability to display contract pricing, CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 23 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR, TUCSON,AZ 85701 PH: (520)837-4081 on-line ordering, order tracking, search options, order history,technical assistance, lists, technical data and documentation, identification of alternate green products, etc. b. Describe your invoicing process. Is electronic invoicing available? Is summary invoicing available? Are there other options on how an agency receives an invoice? Submit sample invoices. C. Describe how problems— such as a customer ordering a wrong product; a customer receiving a defective or wrong product; etc.—are resolved. d. Describe how your firm measures performance including identification, calculation, tracking and reporting of measurements. What is your stock fill percentage rate, by line item, of the orders filled without backorders? e. If providing for retail location purchases, describe how agencies choosing to pick up products at a retail location will receive the correct contract pricing. f. Describe your process for identifying out of stock items and the options available to ordering agencies, such as: request a back ordered item, requesting a substitute item and cancelling the item from the order. 5. Other/Value Add a. Describe any government rebate or CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 24 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR, TUCSON,AZ 85701 PH: (520)837-4081 government incentive programs applicable b. Describe how your firm will meet the monthly usage reporting criteria. Submit a sample report. C. Please include any value-added services that have not been listed in the scope of work. Services could include, but not limited to, safety shoe program, additional inventory management, emergency preparedness services, safety glove programs etc. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 25 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 2. Price Proposal N/A N/A A. Price Proposal 1. Provide a price proposal as requested on the Attachment H—Price Page Core Lists a. Market Basket— Provides for the deepest discounts, as listed on the category discount sheet, on a variety of products to agencies nationwide. Products in this list represent the largest annual spend in terms of dollars and/or highest volume in terms of quantity. Pricing for Market Basket items shall be provided to all Participating Agencies. b. Functional Alternatives— Provide items which can be substitutes for the corresponding items on the Market Basket which might provide better value but meet the same need. Items in the Functional Alternatives section of the price page will be evaluated as value-add items for the National Program. Pricing for Functional Alternatives shall be provided to all participating agencies. I. Using Attachment H, Price Page, complete the columns specified resulting in the proposed discount and net contract price for items offered nationally. ii. Using Attachment H, Price Page, complete the Category Discount page listing the percentage off discount price for each category provided. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 26 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR, TUCSON,AZ 85701 PH: (520)837-4081 Iii. How often does the Offeror propose to update this list? Are there certain products that should be updated more frequently than others? C. Customized Core List by Agency, individual local and state departments, and regional core lists— In addition to the National Core List, Offerors may provide customized core lists to agencies. i. Describe Offeror's ability to provide customized core lists to agencies; ii. The number of items Offeror proposes to provide on a customized core list: III. How often does the Offeror propose to update customized core lists IV. Describe any agency size or volume limitations. V. Seasonal or Special Pricing: Describe any programs offered to promote special pricing to Participating Agencies. 2. Describe how services proposed will be priced. 3. The City's expectation is that the proposed pricing shall include delivery to Tucson and Participating Public Agencies. Based on your distribution network, explain the impact of such pricing to the City, Participating Public Agencies residing in large metropolitan areas and Participating Public Agencies residing in rural areas. Propose an optimal CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 27 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 solution(s)that would provide Participating Public Agencies with the best pricing including freight costs. 4. Propose a plan to adjust pricing as market conditions change. The plan must be verifiable and auditable. Identify calculation,formula, components, index, etc. 5. State if pricing is most favorable offered to government agencies. • Describe how your firm will ensure this contract will continually offer the best pricing available to Participating Public Agencies. 6. Provide details of and propose additional discounts for volume orders, special manufacturer's offers, minimum order quantity,free goods program,total annual spend, etc. 7. Provide information on any ordering methods—such as electronic ordering or payment via pCard or EFT— or other criteria which entitle the using agency to additional discounts off of a manufacturer's price list. If so, please provide the percentage discount. 8. Provide proposed Payment Terms. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 28 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR, TUCSON,AZ 85701 PH: (520)837-4081 3. Qualifications&Experience N/A N/A A. Qualifications and Experience 1. Provide a brief history and description of your company. 2. Provide a statement of your annual sales for the past 3 years. 3. Highlight experience and strong national presence in the MRO industry. 4. Provide the total number and location of sales persons employed by your firm. 5. Number and location of support centers (if applicable). 6. Describe the qualifications of your sales personnel and technicians. 7. Provide a listing of key personnel who may be assigned to the City's contract. Include their title within your organization and the description of the type of work they may perform. Please identify an executive corporate sponsor who will be responsible for the overall management of the awarded Master Agreement. 8. Summarize your experience in providing product and services similar to that outlined in the Scope of Work. Provide a minimum of three references for which you have provided similar products and services. References from other public agencies, particularly municipal governments, are preferred. Please include company name, address, phone, email, and contact person. 9. Please submit any additional information that you feel is applicable to your qualifications and experience. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 29 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 G. SPECIAL TERMS AND CONDITIONS G.1. COOPERATIVE PURCHASING Contractor will, when requested, provide goods and services at the same prices and under the same terms and conditions as set forth in this Contract to any public or nonprofit agency that, at the time of request, has a Cooperative Purchasing Agreement with the City or participates in the Strategic Alliance for Volume Expenditures (SAVE) cooperative. See http://www.tucsonprocurement.com/coop partners.aspx and click on "Cooperatives" for a list of agencies that have Cooperative Purchasing Agreements with the City; see http://www.mesaaz.gov/home/showdocument?id=23638 for a list of agencies participating in SAVE. These lists are subject to change. Contractor may, however, charge an agency that is outside the Tucson Metropolitan Area for additional out-of-pocket expenses that will be incurred by Contractor in providing goods and services to the agency (i.e., freight charges, travel related expenses, etc.). Each participating agency that orders goods or services under this Contract as provided above is solely responsible for paying Contractor for those goods and services. The City is not responsible for any disputes arising out of transactions made by others. G.2. FOB DESTINATION FREIGHT PREPAID Prices shall be FOB Destination Freight Prepaid to the delivery location designated. Contractor shall retain title and control of all goods until they are delivered and the Contract of coverage has been completed. All risk of transportation and all related charges shall be the responsibility of the Contractor. All claims for visible or concealed damage shall be filed by the Contractor. The City will assist the Contractor in arranging for inspection. G.3. FEDERAL TRANSIT ADMINISRATION (FTA) REQUIREMENTS Any contract awarded pursuant to this solicitation will contain the FTA Terms and Conditions listed in the corresponding attachment titled, "FTA Terms, Conditions and Certifications". G.4. PRICE ADJUSTMENT At least 90 days before the date that the Contract is eligible for extension, Contractor may submit to the Contract Officer a request for price adjustments based on documented increased Contractor costs and the City may, at its discretion, make price adjustments, which will apply during the extension term. G.5. TERM AND RENEWAL The term of the Contract will commence when awarded to Contractor and remain in effect for a period of three (3) years, unless terminated, canceled or extended as otherwise provided herein. The City may, at its sole option, extend the Contract's term for up to two (2) additional one-year periods or portions thereof. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 30 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 The Contractor shall have the right to enter local "service" agreements with Participating Public Agencies accessing the contract through OMNIA Partners, please reference OMNIA Partners Attachment F, Exhibit A, 1.4 Award Basis, 2nd paragraph. G.6. FEDERAL, STATE AND LOCAL TAXES, LICENSES AND PERMITS The Supplier shall comply with all Federal, State, and local licenses and permits required for the operation of the business conducted by the Supplier as applicable to this Contract. The Supplier shall, at no expense to the City, OMNIA Partners, or other Participating Public Agencies, procure and keep in force during the entire period of the Agreement all such permits and licenses. G.7. SUBCONTRACTORS No subcontract shall be made by the contractor with any other party for furnishing any of the services herein contracted for without the advance written approval of the Department of Procurement. All subcontractors shall comply with Federal and State laws and regulations that are applicable to the services covered by the subcontractor and shall include all the terms and conditions set forth herein which shall apply with equal force to the subcontract, as if the subcontractor were the Contractor referred to herein. Contractor is responsible for contract performance whether or not subcontractors are used. G.8. RIGHT TO TERMINATE FOR CHANGE IN OWNERSHIP OR MATERIAL RESTRUCTURE OF THE CONTRACTOR In addition to the Termination of Contract clause in the Standard Terms and Conditions section of this solicitation and resulting contract, the City reserves the right to cancel the whole or part of this contract within 60 days written notice of the completion of any material change of ownership in the Contractor's company, including its sale, merger, consolidation or dissolution. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 31 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR, TUCSON,AZ 85701 PH: (520)837-4081 H. INSURANCE REQUIREMENTS H.1. Required Insurance Policies Contractor will obtain and maintain during the entire term of this Contract and for 2 years after the Contract term ends, the following insurance coverage from insurers that have an "A.M. Best" rating of not less than A-VII: H.2. Commercial General Liability Policy must include Bodily Injury, Property Damage, Personal Injury and Broad Form Contractual Liability with coverage limits no lower than: A. Each Occurrence: $1,000,000 B. General Aggregate: $2,000,000 C. Products & Completed Operations Aggregate: $2,000,000 D. Personal and Advertising Injury: $1,000,000 E. Blanket Contractual Liability: $1,000,000 H.3. Commercial Automobile Liability Policy must include bodily injury and property damage, for any owned, hired, and/or non-owned vehicles used in performance of work under this Contract, with a Combined Single Limit no lower than $1,000,000. H.4. Worker's Compensation Policy must have coverage limits no lower than: A. Per Occurrence: Statutory B. Employer's Liability: $1,000,000 C. Disease Each Employee: $1,000,000 D. Disease Policy Limit: $1,000,000 E. [If Contractor is a Sole Proprietor, include this waiver provision under A.R.S. § 23-961(M). To determine whether the Contractor is a Sole Proprietor, please request the Sole Proprietor/Independent Contractor form from the Contract Officer listed in the solicitation.] I am a sole proprietor, and I am doing business as [name of sole proprietor business]. I am performing work as an independent contractor for the City of Tucson. I am not the employee of the City of Tucson for workers' compensation purposes, and, therefore, I am not entitled to workers' compensation benefits from the City. I understand that if I have any employees working for me, I must maintain workers' compensation insurance on them. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 32 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 H.5. Policy Change Notice Contractor will give the City 30 days advance written notice before any of the above policies are changed in any manner that is inconsistent with the requirements of this Contract. The notice must be sent directly to the Procurement Division of the Business Services Department. H.6. Additional Insured The Commercial General Liability, Commercial Automobile Liability and umbrella policies where applicable will include the City as an additional insured with respect to liability arising out of the performance of this contract. The City must be covered to the full policy limits, even if those limits of liability are in excess of those required by this Contract. The coverage must be primary and any insurance carried by City is excess and not contributing. H.7. Claims-Made Coverage If any or part of the required insurance is written on a claims-made basis, any policy retroactive date must precede the date of the contract and the Contractor must maintain such coverage for a period not less than three (3) years following contract expiration, termination or cancellation. H.8. Additional Requirements Each insurance policy required by this Contract, excluding Professional Liability (Errors & Omissions), must include or be endorsed to include to provide the following: A. A waiver of subrogation endorsement in favor of the City, for losses arising from work performed by or on behalf of the Contractor (Including Worker's Compensation). B. The policy is primary and any insurance carried by the City is excess and not contributing. C. The coverage provided by the policy is not limited to the liability assumed under the indemnification provisions of this Contract. D. The insurer will provide written notice to the City at least ten (10) calendar days before the policy is terminated or cancelled or the coverage is reduced. H.9. Verification of Coverage A. Contractor will give the City certificates of insurance (ACORD form or equivalent approved by the City), signed by an authorized representative of the insurer, showing that the Contractor has all the insurance required by this Contract. B. Contractor must deliver the certificates directly to the Procurement Division of the City's Business Services Department before the Contractor commences work under this Contract. C. The certificates must contain the City project/contract number and project description. D. The City reserves the right to require complete copies of all insurance policies required by this Contract at any time. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 33 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR, TUCSON,AZ 85701 PH: (520)837-4081 H.10. Subcontractors Contractors' insurance certificate(s) must include all subcontractors as insureds under its policies or Contractor must give the City separate certificates and endorsements for each subcontractor showing that each subcontractor has the insurance coverage described above. H.11. Public Entities If Contractor or any sub-contractor is a public entity that self-insures as permitted by law, then the insurance requirements in this Section 8 will not apply to that entity and that entity must instead provide a Certificate of Self- Insurance. H.12. Sufficiency of Coverage The City in no way warrants that the required minimum insurer rating in this Contract is sufficient to protect the Contractor from potential insurer insolvency, nor that the required liability limits are sufficient to protect Contractor. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 34 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 I. STANDARD TERMS AND CONDITIONS 1.1. ADVERTISING Contractor will not advertise or publish information concerning this Contract without prior written consent of the City's Business Services Director. 1.2. COMPLIANCE WITH LAWS The parties will comply with all federal, state and local laws, rules, regulations, standards and Executive Orders including, without limitation, the following: A. Americans with Disabilities Act. Contractor will comply with all applicable provisions of the Americans with Disabilities Act (Public Law 101-336, 42 U.S.C. 12101 -- 12213) and applicable Federal regulations under the Act, including 28 CFR Parts 35 and 36. B. Workers' Rights Laws. Contractor will comply with all applicable provisions of Federal and State Child Labor and Workers' Rights laws and agrees if called upon to affirm in writing that they and any subcontractors working under this Contract are in compliance. C. Affirmative Action. Contractor will comply with Chapter 28, Article XII of the Tucson City Code Chapter 28. 1.3. GOVERNING LAW AND VENUE This Contract is governed by the laws of the State of Arizona and the City and Contractor will have all remedies afforded to each by the Tucson Procurement Code and the laws of the State of Arizona. Any lawsuits regarding this Contract must be brought in a court of competent jurisdiction in Pima County, Arizona. 1.4. ARBITRATION Notwithstanding any other provision in this Contract, no agreement by the City to arbitrate a dispute is binding unless given expressly and in writing after execution of this Contract. However, if both parties agree, disputes may be resolved through arbitration following the process in A.R.S. § 12-1501, et seq. Contractor must continue to perform under this Contract without interruption, notwithstanding the provisions of this section. 1.5. ASSIGNMENT Contractor may not assign its rights or obligations under this Contract without the prior written permission of the City's Business Services Director. The City will not unreasonably withhold approval for a requested assignment. 1.6. SUBCONTRACTS Contractor may not enter into any subcontracts for work under this Contract without the advance written approval of the City's Business Services Director. All subcontracts will incorporate all the terms and CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 35 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR; TUCSON,AZ 85701 PH: (520)837-4081 conditions of this Contract. Contractor is responsible for contract compliance and quality of work of any subcontractors used. 1.7. PROTECTION OF CITY PROPERTY If this Contract requires Contractor to perform any work on City-owned property, Contractor will use reasonable care to avoid damaging existing buildings, equipment, and vegetation (such as trees, shrubs, and grass) on the property. Contractor will replace or repair any damage caused by Contractor or any employee, agent, or subcontractor of Contractor, at no expense to the City. If Contractor fails or refuses to make such repair or replacement, the City will estimate the cost of repair and, upon receiving an invoice from the City for that estimated cost, Contractor will pay the City the invoiced amount. City may, at its discretion, instead deduct the amount from any payments due Contractor under this or any other City contract. Contractor will, during the course of its work on City property, keep the work area, including any storage areas used by the Contractor, free from accumulation of waste material or rubbish. Upon completion of the work, Contractor will leave the work area in a clean and neat condition, free of any debris, and will remove any non-City-owned materials or equipment or other personal property that it has caused to be located on the City property. 1.8. COMMENCEMENT OF WORK Contractor will not commence any billable work or provide any material or service under this Contract until Contractor receives a purchase order or is otherwise directed to do so, in writing, by the City. 1.9. CONFIDENTIALITY OF RECORDS Contractor will establish and maintain procedures to ensure that no information contained in its records or obtained from the City or from others in carrying out its functions under this Contract is used or disclosed by it, its agents, officers, or employees, except as required to efficiently perform its duties under the Contract, and will take appropriate measures to protect any personal identifying information of any individuals. 1.10. CONTRACT ADDENDA; ADDITIONAL WORK This Contract may only be amended by a written agreement signed by the parties. The City's Business Services Director or their designee may, on behalf of the City (1) approve and execute any addenda, change orders, or supplemental written agreements; and (2) grant time extensions or contract renewals. Except in the case of a documented emergency, Contractor will not perform any work under this Contract that exceeds the scope of work or contract amount unless a formal addendum or change order has first been approved and executed by the City. 1.11. ENTIRE CONTRACT; INTERPRETATION This Contract, which includes all the conditions and requirements set forth in the Solicitation and all addenda to the Solicitation, all the Special Terms and Conditions and Standard Terms and Conditions, and all the terms of the Offer submitted by Contractor as finally negotiated and accepted by the City, CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 36 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR, TUCSON,AZ 85701 PH: (520)837-4081 constitutes the entire agreement of the parties regarding the services described in the Scope of Work and will prevail over any and all previous agreements, contracts, proposals, negotiations, purchase orders, or master agreements in any form. No course of prior dealings between the parties and no usage of the trade will be deemed to supplement or explain any term used in the Contract. 1.12. SEVERABILITY Theprovisions of this Contract are severable. If anyprovision or application of a provision of this pp Contract is held to be invalid, that will not affect the validity of any other provision or application of a provision that can remain meaningfully effective without the invalidated provision or application. 1.13. DUPLEXED/RECYCLED PAPER Whenever practicable, all printed materials produced by Contractor in the performance of this Contract will be duplexed (two-sided copies), printed on recycled paper, and labeled as such. 1.14. NON-DISCRIMINATION Contractor will comply with all provisions and requirements of Arizona Executive Order 2009-09, which is hereby incorporated into this Contract, including flow-down of all provisions and requirements to any subcontractors. During the term of this Contract, Contractor will not discriminate against any employee, client, or any other individual in any way because of race, color, religion, ancestry, sex, age, disability, national origin, sexual orientation, gender identity, familial status, and/or marital status. 1.15. DELIVERABLES PROPERTY OF CITY; NO LIENS All services, information, computer program elements, reports and other deliverables created under this Contract are the sole property of the City and may not be used or released by Contractor except with the City's prior written permission. All deliverables supplied to the City under this Contract will be free of all liens and encumbrances. 1.16. FEDERAL IMMIGRATION LAWS AND REGULATIONS Contractor warrants and will require each subcontractor performing work on this Contract to warrant that it will comply with all federal immigration laws and regulations that relate to its employees and with the requirements of A.R.S. § 23-214(A). A breach of this warranty will be deemed a material breach of this Contract that is subject to penalties up to and including termination of this Contract. City may inspect the records of any employee of Contractor or any subcontractor performing work on this Contract to monitor Contractor's and its subcontractors' compliance with this warranty. 1.17. FORCE MAJEURE Except for payment of sums due, neither party will be liable to the other nor deemed in default under this Contract if and to the extent that such party's performance of this Contract is prevented by reason of Force Majeure. The term "Force Majeure" means an occurrence that is beyond the control of the CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 37 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR, TUCSON,AZ 85701 PH: (520)837-4081 party affected and occurs without its fault or negligence. Force Majeure does not include late performance by a subcontractor unless the delay arises out of a Force Majeure occurrence. If either party is delayed at any time in the progress of the work by Force Majeure, the delayed party must notify the other party in writing of the delay as soon as practical, including when the delay commenced and its cause. The notice must make a specific reference to this article to fall within its protection. The delayed party must resume performance as soon as practicable and must notify the other party in writing when it has done so. The parties will modify the Contract to agree upon the period of time by which the excused delay extends any completion dates. 1.18. GRATUITIES The City may, by written notice to the Contractor, terminate this Contract if it finds that gratuities, in the form of entertainment, gifts, meals or otherwise, were offered or given by Contractor or any agent or representative of Contractor, to any officer or employee of the City to influence the award of this Contract or any determinations with respect to the performance of this Contract. In the event this Contract is terminated by the City pursuant to this provision, the City will be entitled, in addition to any other rights and remedies, to recover or withhold from Contractor the amount of the gratuity. 1.19. CONFLICTS OF INTEREST The City may terminate this Contract without penalty or further obligation pursuant to A.R.S. § 38-511 if any person significantly involved in initiating, negotiating, securing, drafting, or creating the Contract on behalf of the City is or becomes, at any time while the Contract or any extension of the Contract is in effect, an employee of, or a contractor to, Contractor with respect to the subject matter of this Contract. Termination will be effective when written notice from the City's Business Services Director is received by Contractor, unless the notice specifies a later time. 1.20. INDEMNIFICATION To the fullest extent permitted by law, Contractor, its successors, assigns and guarantors, will indemnify, defend, and hold harmless the City and its officials, employees, volunteers, and agents, from and against all allegations, demands, proceedings, suits, actions, claims (including but not limited to claims of patent, trademark, or copyright infringement), liability, damages, losses, expenses (including but not limited to attorney fees and court costs, including the cost of appellate proceedings, and all claim-adjusting-and-handling expenses) or disbursements of any kind or nature, that may be asserted against, imposed on, or incurred by any of them, in any way relating to or arising from any actions, errors, mistakes or omissions of Contractor or any subcontractor or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable relating to work, services and/or products provided under this Contract. Contractor is responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. Contractor agrees to waive all rights of subrogation against the City, its agents, officials, employees, and volunteers for losses arising from the work performed by Contractor under this Contract. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 38 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 1.21. INTELLECTUAL PROPERTY If manufacture, sale, or use of any method, process, machine, technique, design, living thing, genetic material, or composition of matter, or any part thereof("Product") by Contractor in performing its duties under this Contract is determined to constitute infringement and if further manufacture, sale, or use of said Product is enjoined, Contractor will, at its own expense, either procure for the City the right to continue manufacture, sale, or use of that Product, replace it with an alternative non-infringing Product, or modify it so it becomes non-infringing. If requested by City, Contractor will provide the City with satisfactory evidence of patent licenses or patent releases covering City-specified proprietary materials, equipment, devices or processes. 1.22. INDEPENDENT CONTRACTOR Neither party is the agent, employee, partner, joint venturer, or associate of the other. No employee or agent of one party will be deemed or construed to be the employee or agent of the other party for any purpose. Neither party will be liable for any debts, accounts, obligations or other liabilities whatsoever of the other, including (without limitation) the other party's obligation to withhold Social Security and income taxes for itself or any of its employees. 1.23. INSPECTION AND ACCEPTANCE All materials and services provided to the City under this Contract are subject to final inspection and acceptance by the City. Any materials or services failing to conform to the specifications of this Contract must be promptly replaced or redone at Contractor's cost. Nonconforming goods or services may be deemed a default and result in Contract termination. 1.24. ISRAEL BOYCOTT DIVESTMENT If this Contract has a value of $100,000 or more, Contractor certifies that it is not currently engaged in, and will not during the term of this Contract engage in, a boycott of goods or services from Israel as defined in A.R.S. § 35-393. 1.25. LICENSES Contractor will maintain in current status all Federal, State, and local licenses and permits required for the operation of the business conducted by the Contractor as applicable to this Contract. Contractor will, at the request of the City at any time during the term of this Contract, give the City a valid copy of its business license or, if it is exempt, a written determination from the City Business License Section that a business license is not required. 1.26. NON-EXCLUSIVE CONTRACT This Contract is for the sole convenience of the City, which may obtain like goods or services from other sources. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 39 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 1.27. OVERCHARGES BY ANTITRUST VIOLATIONS To the extent permitted by law, Contractor hereby assigns to the City any and all claims that Contractor has for overcharges by any subcontractor or supplier of goods or services used by Contractor to fulfill this Contract that relate to antitrust violations. 1.28. PAYMENT A. Form of Payment. The City's preferred method of payment is via credit card, either at the time of ordering or based on an invoice delivered with the goods and services. Unless otherwise specified elsewhere in this Contract, the City is permitted to make payments to Contractor using any lawful method of payment, including check/warrant, credit card, or electronic funds transfer. B. Invoices. Unless City pays by credit card at time of order or point of sale, Contractor will issue to the City a separate invoice for each shipment of materials or provision of services under this Contract, and City will issue no payment prior to receipt of the goods or services and the related invoice. The invoice may not be dated prior to the receipt of goods or completion of services. C. Timing of Payments. The City will make commercially reasonable efforts to process payments due under this Contract within 21 calendar days after receipt of materials or services and a correct invoice. D. Payment Discounts. Any early- or timely-payment discounts included in Contractor's Offer will apply to all payments under this Contract. The payment period for purposes of determining whether the discount applies to a particular payment will begin on the date the City receives the materials/service or a correct invoice for the materials/service, whichever is later, and will end on the date City's payment is issued. Unless taxes and transportation-related charges are itemized, the discount will be calculated using the full invoice amount. 1.29. PROVISIONS REQUIRED BY LAW This Contract will be deemed to include every provision required by law to be included. If through mistake or otherwise any such provision is not included, or is included incorrectly, then upon request by either party the parties will amend the Contract to insert or correct the required provision. 1.30. FINANCIAL RECORDS AND AUDITS A. Financial Controls and Accounting Records. Contractor will exercise internal controls over all financial transactions related to this Contract in accordance with sound fiscal policies. Contractor will maintain books, records, documents, and other evidence directly pertinent to the performance this Contract in accordance with generally accepted accounting principles and practices consistently applied, and other local, state or federal regulations. B. Retention Period. Contractor will maintain those records, together with related or supporting documents and information, at all times during the term of this Contract and for a period of 3 years after its expiration or termination. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 40 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR, TUCSON,AZ 85701 PH: (520)837-4081 C. Audits. Upon written notice from City, Contractor will obtain and provide to City a contract- specific or general financial audit. The notice from City will specify the period to be covered by the audit, the type of audit and the deadline for completion and submission of the audit results to City. The audit must be performed by a qualified, independent accounting firm and include Contractor's responses, if any, to any audit findings. D. Access to Books and Records. The City and its authorized representatives may, with advance written notice to Contractor, during the term of this Contract or thereafter during the above retention period, inspect and audit Contractor's books and records that relate to its operations under this Contract as well as those kept by or under the control of its agents, assigns, successors and subcontractors. The Contractor will, at its expense, make such books and records available for such inspection and audit during normal business hours at Contractor's office, place of business, or other agreed-upon location, or will provide copies by mail or electronically. The City may, as part of its examination, make copies of, or extracts from, all such books and records (in whatever form they may be kept, whether written, electronic, or other). E. Result of Audit. If, as a result of such audit, Contractor is liable to the City for the payment of any sum, Contractor will pay such sum to the City together with interest thereon at the rate of one percent (1%) per month from the date such sums should have been paid, or the date of any overpayment by City, within 90 days after presentation of City's findings to Contractor. If the audit results in findings of fraud, misrepresentation, or non-performance, Contractor will pay the City's costs of conducting the audit. The City's audit rights will survive the expiration or termination of this Contract. F. Subcontractors and Assigns. Contractor will include these requirements in every agreement with any agent, assign, successor, and subcontractor who provides construction, professional design services, or other goods or services under this Contract. 1.31. RIGHT TO ASSURANCE If a party to this Contract has reason to question, in good faith, the other party's intent to perform, the former party may demand that the other party give a written assurance of their intent to perform. In the event that a demand is made and no written assurance is given within 5 business days, the demanding party may treat this failure as a default. 1.32. RIGHT TO INSPECT The City may from time to time during normal business hours, at the City's expense, inspect the Contractor's or any subcontractor's place of business at which work under this Contract is being performed. 1.33. NO WAIVER No provision in this Contract acts expressly or by implication as a waiver by either party of any existing or future right and/or remedy available at law in the event of any default or breach of contract. If either party fails to insist upon the other's strict performance of any duty or condition under this Contract or fails to exercise or delays in exercising any right or remedy provided in this Contract or by law, or CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 41 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR, TUCSON,AZ 85701 PH: (520)837-4081 accepts nonconforming materials or services, that party will not be deemed to have waived its right to insist thereafter upon the strict performance of the Contract. 1.34. SUSPENSION OF WORK The City may order Contractor to suspend, delay, or interrupt all or any part of the work under this Contract for the period of time that the City determines appropriate for the convenience of the City. The order must be in writing and signed by the City's Business Services Director. 1.35. TERMINATION OF CONTRACT A. For Convenience. The City may terminate this Contract at any time, with or without cause, with 30 days' advance written notice to Contractor. If the City terminates the Contract, it will be liable only for payment for services rendered and accepted before the effective date of the termination. B. For Cause. The City may terminate this Contract if any Contractor representation or warranty is found to have been inaccurate when made or is no longer accurate, or if Contractor fails to carry out or abide by any term or condition of the Contract and fails to remedy the problem within 10 days after receipt of notice of default from the City for monetary defaults, or within 30 days after notice if the default is non-monetary. C. Non-Appropriation. Each payment obligation of the City created by this Contract is conditioned upon the availability of funds that are appropriated or allocated for the payment of such obligation. If funds are not appropriated by the City and available for the continued purchase of the services and/or materials provided under this Contract, this Contract may be terminated by the City at the end of the period for which funds are available. The City will endeavor to notify Contractor if continued service will or may be affected by non-appropriation. No penalty will accrue to the City in the event this provision is exercised, and the City will not be liable for any future payments due or for any damages resulting from termination under this paragraph. 1.36. TITLE AND RISK OF LOSS The title and risk of loss of any goods provided under this Contract will not pass to the City until the City actually receives the goods at the point of delivery and thereafter accepts them. No tender of a bill of lading will operate as a delivery of the materials. 1.37. ACCEPTANCE Mere physical receipt and inspection of goods or services by the City does not alter or affect the obligations of Contractor to provide goods and services that conform to all specifications of this Contract and the City may reject goods or services that are later found to be nonconforming. 1.38. WAGE COMPLIANCE Contractor shall pay their eligible employees the highest of: A. the City of Tucson minimum wage CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 42 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR,TUCSON,AZ 85701 PH: (520)837-4081 B. the State of Arizona minimum wage C. if applicable, the Tucson Living Wage Contractor shall cooperate with all efforts of the City of Tucson's Labor Standards Unit (LSU)to monitor and ensure compliance with applicable labor standards to include, but not be limited to, the following: • Providing copies of pertinent documentation upon request • Cooperating with audits and interviews • Abiding by deadlines and adhering to due dates for determinations and appeals filings Contractor agrees to educate their employees on the applicable wage(s) that law requires them to minimally be paid. All timely complaints that are received by the LSU will be evaluated in accordance with the procedures posted on the LSU's webpage: www.tucsonaz.gov/minimumwage 1.39. WRITTEN CERTIFICATION PURSUANT TO A.R.S. §35-394 If Contractor engages in for-profit activities and has at least ten full time employees, Contractor certifies that Contractor does not currently, and agrees for the duration of the contract that it will not, use: 1) the forced labor of ethnic Uyghurs in the People's Republic of China; 2) any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China; and 3) any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China. If Contractor becomes aware during the term of the contract that it is not in compliance with the written certification, it must notify the City within five business days after becoming aware of the noncompliance. This Contract will be automatically terminated 180 days after the date of the notice unless Contractor has, before the end of that period, notified the City that the noncompliance has been remedied. CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 43 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR, TUCSON,AZ 85701 PH: (520)837-4081 J. VENDOR QUESTIONNAIRE J.1. Discounts As stated in the Instructions to Offerors. Discounts, the price(s) herein can be discounted by %, if payment is made within days. These payment terms shall apply to all purchases and to all payment methods. J.2. Cooperative Purchasing Program Cooperative Purchasing Program Cooperative Purchasing allows other public agencies to piggyback on the City of Tucson's contracts. Will your firm provide the City of Tucson, as the lead agency on this regional contract, a rebate in the form of a percentage of sales based upon the other agencies sales? ❑ Yes fl No If yes, state percentage. J.3. City of Tucson Business License Does your firm have a City of Tucson Business License? If yes, please provide a copy of your City of Tucson Business license in the next question. City of Tucson Business License If yes on the above question please upload your business license. J.4. Forms to be filled out Please ensure that all required information is included with your offer. A. Technical Proposal B. Pricing Proposal C. Offer and Acceptance Form Technical Proposal* Please upload your Vendor Response to Evaluation Criteria. *Response required Pricing Proposal* Please upload your Pricing Proposal (if applicable). *Response required CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 44 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR, TUCSON,AZ 85701 PH: (520)837-4081 Offer and Acceptance Form* Please upload the signed Offer and Acceptance Form. *Response required CITY OF TUCSON REQUEST FOR PROPOSAL NO.240078 BUSINESS SERVICES DEPARTMENT Page 45 of 45 SHARED SERVICES PROCUREMENT DIVISION RESPONSIBLE CONTRACT OFFICER: Matthew Sage 255 W.ALAMEDA, 6TH FLOOR, TUCSON,AZ 85701 PH: (520)837-4081 OFFER AND ACCEPTANCE OFFER TO THE CITY OF TUCSON: The Undersigned hereby offers and shall furnish the material or service in compliance with all terms, scope of work, conditions, specifications, and amendments in the Request for Proposal which is incorporated by reference as if fully set forth herein. For clarification of this offer, contact: Name: Company Name Title: Address Phone: City State Zip Fax: Signature of Person Authorized to Sign E-mail: Printed Name Title ACCEPTANCE OF OFFER The Offer is hereby accepted. The Contractor is now bound to sell the materials or services specified in the Contract. This Contract shall be referred to as Contract No. CITY OF TUCSON, a municipal corporation Approved as to form: Awarded: This day of 20 This day of 20 As Tucson City Attorney and not personally As Director of Business Services and not personally PPA ATTACHMENT F 9MNV ® Requirements for National Cooperative Contract To Be Administered by OMNIA Partners The following documents are used in evaluating and administering national cooperative contracts and are included for Supplier's review and response. Exhibit A—Response for National Cooperative Contract Exhibit B —Administration Agreement, Example Exhibit C—Master Intergovernmental Cooperative Purchasing Agreement, Example Exhibit D—Principal Procurement Agency Certificate, Example Exhibit E—Contract Sales Reporting Template Exhibit F—Federal Funds Certifications Exhibit G—New Jersey Business Compliance Exhibit H—Advertising Compliance Requirement Version June 28,2023 Exhibit A Response for National Cooperative Contract 1.0 Scope of National Cooperative Contract Capitalized terms not otherwise defined herein shall have the meanings given to them in the Master Agreement or in the Administration Agreement between Supplier and OMNIA Partners. 1.1 Requirement The City of Tucson (hereinafter defined and referred to as "Principal Procurement Agency"), on behalf of itself and the National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector ("OMNIA Partners"), is requesting proposals for Maintenance Repair and Operations (MRO) Supplies, Parts, Equipment, and Materials. The intent of this Request for Proposal is any contract between Principal Procurement Agency and Supplier resulting from this Request for Proposal ("Master Agreement") be made available to other public agencies nationally, including state and local governmental entities,public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit ("Public Agencies"), through OMNIA Partners' cooperative purchasing program. The Principal Procurement Agency has executed a Principal Procurement Agency Certificate with OMNIA Partners, an example of which is included as Exhibit D, and has agreed to pursue the Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners as a Participating Public Agency in OMNIA Partners' cooperative purchasing program. Registration with OMNIA Partners as a Participating Public Agency is accomplished by Public Agencies entering into a Master Intergovernmental Cooperative Purchasing Agreement, an example of which is attached as Exhibit C,and by using the Master Agreement, any such Participating Public Agency agrees that it is registered with OMNIA Partners, whether pursuant to the terms of the Master Intergovernmental Purchasing Cooperative Agreement or as otherwise agreed to. The terms and pricing established in the resulting Master Agreement between the Supplier and the Principal Procurement Agency will be the same as that available to Participating Public Agencies through OMNIA Partners. All transactions, purchase orders, invoices, payments etc., will occur directly between the Supplier and each Participating Public Agency individually, and neither OMNIA Partners, any Principal Procurement Agency nor any Participating Public Agency, including their respective agents, directors, employees or representatives, shall be liable to Supplier for any acts, liabilities, damages, etc., incurred by any other Participating Public Agency. Supplier is responsible for knowing the tax laws in each state. This Exhibit A defines the expectations for qualifying Suppliers based on OMNIA Partners' requirements to market the resulting Master Agreement nationally to Public Agencies. Each section in this Exhibit A refers to the capabilities, requirements, obligations, and prohibitions of competing Suppliers on a national level in order to serve Participating Public Agencies through OMNIA Partners. Version June 28,2023 These requirements are incorporated into and are considered an integral part of this RFP. OMNIA Partners reserves the right to determine whether to make the Master Agreement awarded by the Principal Procurement Agency available to Participating Public Agencies, in its sole and absolute discretion, and any party submitting a response to this RFP acknowledges that any award by the Principal Procurement Agency does not obligate OMNIA Partners to make the Master Agreement available to Participating Procurement Agencies. 1.2 Marketing, Sales and Administrative Support During the term of the Master Agreement OMNIA Partners intends to provide marketing, sales, partnership development and administrative support for Supplier pursuant to this section that directly promotes the Supplier's products and services to Participating Public Agencies through multiple channels, each designed to promote specific products and services to Public Agencies on a national basis. OMNIA Partners will assign the Supplier a Director of Partner Development who will serve as the main point of contact for the Supplier and will be responsible for managing the overall relationship between the Supplier and OMNIA Partners. The Director of Partner Development will work with the Supplier to develop a comprehensive strategy to promote the Master Agreement and will connect the Supplier with appropriate stakeholders within OMNIA Partners including, Sales, Marketing, Contracting, Training, and Operations & Support. The OMNIA Partners marketing team will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through channels that may include: A. Marketing collateral (print, electronic, email, presentations) B. Website C. Trade shows/conferences/meetings D. Advertising E. Social Media The OMNIA Partners sales teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through initiatives that may include: A. Individual sales calls B. Joint sales calls C. Communications/customer service D. Training sessions for Public Agency teams E. Training sessions for Supplier teams Version June 28,2023 The OMNIA Partners contracting teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through: A. Serving as the subject matter expert for questions regarding joint powers authority and state statutes and regulations for cooperative purchasing B. Training sessions for Public Agency teams C. Training sessions for Supplier teams D. Regular business reviews to monitor program success E. General contract administration Suppliers are required to pay an Administrative Fee of 3% of the greater of the Contract Sales under the Master Agreement and Guaranteed Contract Sales under this Request for Proposal. Supplier will be required to execute the OMNIA Partners Administration Agreement (Exhibit B). At Supplier's option, Suppliers may pay additional fees beyond administrative fees, such as technology fees, to OMNIA Partners and/or a third party for additional support and/or access to OMNIA Partners' technology platform. 1.3 Estimated Volume The dollar volume purchased under the Master Agreement is estimated to be approximately $250 million annually. While no minimum volume is guaranteed to Supplier, the estimated annual volume is projected based on the current annual volumes among the Principal Procurement Agency, other Participating Public Agencies that are anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marketing approach between Supplier and OMNIA Partners. 1.4 Award Basis The basis of any contract award resulting from this RFP made by Principal Procurement Agency will, at OMNIA Partners' option, be the basis of award on a national level through OMNIA Partners. If multiple Suppliers are awarded by Principal Procurement Agency under the Master Agreement,those same Suppliers will be required to extend the Master Agreement to Participating Public Agencies through OMNIA Partners. Utilization of the Master Agreement by Participating Public Agencies will be at the discretion of the individual Participating Public Agency. Certain terms of the Master Agreement specifically applicable to the Principal Procurement Agency (e.g., governing law) are subject to modification for each Participating Public Agency as Supplier and such Participating Public Agency may agree without being in conflict with the Master Agreement as a condition of the Participating Agency's purchase and not a modification of the Master Agreement applicable to all Participating Agencies. Participating Agencies may request to enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in the Master Agreement (e.g., Version June 28,2023 governing law, invoice requirements, order requirements, specialized delivery, diversity requirements such as minority and woman owned businesses, historically underutilized business, etc.) ("Supplemental Agreement"). It shall be the responsibility of the Supplier to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the Participating Agency. It shall further be the responsibility of the Supplier to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of the Master Agreement and adjust wage rates accordingly. In instances where supplemental terms and conditions create additional risk and cost for Supplier, Supplier and Participating Public Agency may negotiate additional pricing above and beyond the stated contract not-to-exceed pricing so long as the added price is commensurate with the additional cost incurred by the Supplier. Any supplemental agreement developed as a result of the Master Agreement is exclusively between the Participating Agency and the Supplier (Contract Sales are reported to OMNIA Partners). All signed Supplemental Agreements and purchase orders issued and accepted by the Supplier may survive expiration or termination of the Master Agreement.Participating Agencies' purchase orders may exceed the term of the Master Agreement if the purchase order is issued prior to the expiration of the Master Agreement. All Supplemental Agreements may have a full potential term (any combination of initial and renewal periods)not to exceed the five years. Supplier is responsible for reporting all sales and paying the applicable Administrative Fee for sales that use the Master Agreement as the basis for the purchase order, even though Master Agreement may have expired. 1.5 Objectives of Cooperative Program This RFP is intended to achieve the following objectives regarding availability through OMNIA Partners' cooperative program: A. Provide a comprehensive competitively solicited and awarded national agreement offering the Products covered by this solicitation to Participating Public Agencies; B. Establish the Master Agreement as the Supplier's primary go to market strategy to Public Agencies nationwide; C. Achieve cost savings for Supplier and Public Agencies through a single solicitation process that will reduce the Supplier's need to respond to multiple solicitations and Public Agencies need to conduct their own solicitation process; D. Combine the aggregate purchasing volumes of Participating Public Agencies to achieve cost effective pricing. 2.0 REPRESENTATIONS AND COVENANTS As a condition to Supplier entering into the Master Agreement, which would be available to all Public Agencies, Supplier must make certain representations, warranties and covenants to both the Principal Procurement Agency and OMNIA Partners designed to ensure the success of the Master Agreement for all Participating Public Agencies as well as the Supplier. Version June 28,2023 2.1 Corporate Commitment Supplier commits that (1) the Master Agreement has received all necessary corporate authorizations and support of the Supplier's executive management, (2) the Master Agreement is Supplier's primary "go to market" strategy for Public Agencies, (3) the Master Agreement will be promoted to all Public Agencies, including any existing customers, and Supplier will transition existing customers, upon their request, to the Master Agreement, and (4) that the Supplier has read and agrees to the terms and conditions of the Administration Agreement with OMNIA Partners and will execute such agreement concurrent with and as a condition of its execution of the Master Agreement with the Principal Procurement Agency. Supplier will identify an executive corporate sponsor and a separate national account manager within the RFP response that will be responsible for the overall management of the Master Agreement. 2.2 Pricing Commitment Supplier commits the not-to-exceed pricing provided under the Master Agreement pricing is its lowest available(net to buyer)to Public Agencies nationwide and further commits that if a Participating Public Agency is eligible for lower pricing through a national, state, regional or local or cooperative contract, the Supplier will match such lower pricing to that Participating Public Agency under the Master Agreement. 2.3 Sales Commitment Supplier commits to aggressively market the Master Agreement as its go to market strategy in this defined sector and that its sales force will be trained, engaged and committed to offering the Master Agreement to Public Agencies through OMNIA Partners nationwide. Supplier commits that all Master Agreement sales will be accurately and timely reported to OMNIA Partners in accordance with the OMNIA Partners Administration Agreement. Supplier also commits its sales force will be compensated,including sales incentives, for sales to Public Agencies under the Master Agreement in a consistent or better manner compared to sales to Public Agencies if the Supplier were not awarded the Master Agreement. 3.0 SUPPLIER RESPONSE Supplier must supply the following information for the Principal Procurement Agency to determine Supplier's qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners. 3.1 Company A. Brief history and description of Supplier to include experience providing similar products and services. B. Total number and location of salespersons employed by Supplier. C. Number and location of support centers (if applicable) and location of corporate office. D. Annual sales for the three previous fiscal years. Version June 28,2023 a. Submit FEIN and Dunn & Bradstreet report. E. Describe any green or environmental initiatives or policies. F. Describe any diversity programs or partners supplier does business with and how Participating Agencies may use diverse partners through the Master Agreement. Indicate how, if at all, pricing changes when using the diversity program. If there are any diversity programs, provide a list of diversity alliances and a copy of their certifications. G. Indicate if supplier holds any of the below certifications in any classified areas and include proof of such certification in the response: a. Minority Women Business Enterprise ❑ Yes ❑No If yes, list certifying agency: b. Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (DBE) ❑ Yes ❑No If yes, list certifying agency: c. Historically Underutilized Business (HUB) ❑ Yes ❑No If yes, list certifying agency: d. Historically Underutilized Business Zone Enterprise (HUBZone) ❑ Yes ❑No If yes, list certifying agency: e. Other recognized diversity certificate holder ❑ Yes ❑No If yes, list certifying agency: H.List any relationships with subcontractors or affiliates intended to be used when providing services and identify if subcontractors meet minority-owned standards. If any, list which certifications subcontractors hold and certifying agency. 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 Version June 28,2023 a. is a publicly held corporation and this reporting requirement is not applicable; b. is not owned or operated by anyone who has been convicted of a felony; or c. is owned or operated by and 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. Each offeror awarded an item under this solicitation may offer their complete product and service offering/a balance of line. Describe the full line of products and services offered by supplier. B. Describe how supplier proposes to distribute the products/service nationwide. Include any states where products and services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas. C. Describe how Participating Agencies are ensured they will receive the Master Agreement pricing; include all distribution channels such as direct ordering, retail or in-store locations, through distributors, etc. Describe how Participating Agencies verify and audit pricing to ensure its compliance with the Master Agreement. D. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user. E. Provide the number, size and location of Supplier's distribution facilities, warehouses and retail network as applicable. 3.3 Marketing and Sales A. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier's primary go to market strategy for Public Agencies to supplier's teams nationwide, to include, but not limited to: i. Executive leadership endorsement and sponsorship of the award as the public sector go-to-market strategy within first 10 days ii. Training and education of Supplier's national sales force with participation from the Supplier's executive leadership, along with the OMNIA Partners team within first 90 days B. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to: Version June 28,2023 i. Creation and distribution of a co-branded press release to trade publications ii. Announcement, Master Agreement details and contact information published on the Supplier's website within first 90 days iii. Design, publication and distribution of co-branded marketing materials within first 90 days iv. Commitment to attendance and participation with OMNIA Partners at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and supplier-specific trade shows, conferences and meetings throughout the term of the Master Agreement v. Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by OMNIA Partners for partner suppliers. Booth space will be purchased and staffed by Supplier. In addition, Supplier commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners. vi. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement vii. Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.) viii. Dedicated OMNIA Partners internet web-based homepage on Supplier's website with: • OMNIA Partners standard logo; • Copy of original Request for Proposal; • Copy of Master Agreement and amendments between Principal Procurement Agency and Supplier; • Summary of Products and pricing; • Marketing Materials • Electronic link to OMNIA Partners' website including the online registration page; • A dedicated toll-free number and email address for OMNIA Partners C. Describe how Supplier will transition any existing Public Agency customers' accounts to the Master Agreement available nationally through OMNIA Partners. Include a list of current cooperative contracts (regional and national) Supplier holds and describe how the Master Agreement will be positioned among the other cooperative agreements. D. Acknowledge Supplier agrees to provide its logo(s)to OMNIA Partners and agrees to provide permission for reproduction of such logo in marketing communications and promotions. Acknowledge that use of OMNIA Partners logo will require permission for reproduction, as well. Version June 28,2023 E. Confirm Supplier will be proactive in direct sales of Supplier's goods and services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners. All sales materials are to use the OMNIA Partners logo. At a minimum, the Supplier's sales initiatives should communicate: i. Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency ii. 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 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. I. Explain in detail how the sales teams will work with the OMNIA Partners 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. Version June 28,2023 K. Describe Supplier's information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions. L. Provide the Contract Sales (as defined in Section 12 of the OMNIA Partners Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement ("Guaranteed Contract Sales"). $ .00 in year one $ .00 in year two $ .00 in year three To the extent Supplier guarantees minimum Contract Sales,the Administrative Fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales. M. Even though it is anticipated many Public Agencies will be able to utilize the Master Agreement without further formal solicitation,there may be circumstances where Public Agencies will issue their own solicitations. The following options are available when responding to a solicitation for Products covered under the Master Agreement. i. Respond with Master Agreement pricing (Contract Sales reported to OMNIA Partners). ii. If competitive conditions require pricing lower than the standard Master Agreement not-to-exceed pricing, Supplier may respond with lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales are reported as Contract Sales to OMNIA Partners under the Master Agreement. 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). 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. Version June 28,2023 Exhibit B Administration Agreement, Example ADMINISTRATION AGREEMENT THIS ADMINISTRATION AGREEMENT (this "Agreement") is made this day of 20 , between National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector ("OMNIA Partners"), and ("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 website or execution of a Master Intergovernmental Cooperative Purchasing Agreement, attached hereto as Exhibit B) (each, hereinafter referred to as a "Participating Public Agency") maypurchase Product at prices stated in the Master Agreement; WHEREAS, Participating Public Agencies may access the Master Agreement which is offered through OMNIA Partners to Public Agencies; WHEREAS, OMNIA Partners serves as the cooperative contract administrator of the Master Agreement on behalf of Principal Procurement Agency; WHEREAS, Principal Procurement Agency desires OMNIA Partners to proceed with administration of the Master Agreement; and WHEREAS, OMNIA Partners and Supplier desire to enter into this Agreement to make PP �' available the Master Agreement to Participating Public Agencies and to set forth certain terms and conditions governing the relationship between OMNIA Partners and Supplier. NOW,THEREFORE,in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, OMNIA Partners and Supplier hereby agree as follows: DEFINITIONS 1. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Master Agreement. Version June 28,2023 TERMS AND CONDITIONS 2. The Master Agreement and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement. Supplier acknowledges and agrees that the covenants and agreements of Supplier set forth in the solicitation and Supplier's response thereto resulting in the Master Agreement are incorporated herein and are an integral part hereof. 3. OMNIA Partners shall be afforded all of the rights, privileges and indemnifications afforded to Principal Procurement Agency by or from Supplier under the Master Agreement,and such rights, privileges and indemnifications shall accrue and apply with equal effect to OMNIA Partners, its agents, employees, directors, and representatives under this Agreement including, but not limited to, Supplier's obligation to obtain appropriate insurance. 4. OMNIA Partners shall perform all of its duties, responsibilities and obligations as the cooperative contract administrator of the Master Agreement on behalf of Principal Procurement Agency as set forth herein, and Supplier hereby acknowledges and agrees that all duties, responsibilities and obligations will be undertaken by OMNIA Partners solely in its capacity as the cooperative contract administrator under the Master Agreement. 5. With respect to any purchases by Principal Procurement Agency or any Participating Public Agency pursuant to the Master Agreement, OMNIA Partners shall not be: (i) construed as a dealer,re-marketer,representative,partner or agent of any type of the Supplier,Principal Procurement Agency or any Participating Public Agency; (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 makes no representation or guaranty with respect to any minimum purchases by Principal Procurement Agency or any Participating Public Agency or any employee thereof under this Agreement or the Master Agreement. 6. OMNIA Partners shall not be responsible for Supplier's performance under the Master Agreement, and Supplier shall hold OMNIA Partners harmless from any liability that may arise from the acts or omissions of Supplier in connection with the Master Agreement. 7. Supplier acknowledges that, in connection with its access to OMNIA Partners confidential information and/or supply of data to OMNIA Partners, it has complied with and shall continue to comply with all laws, regulations and standards that may apply to Supplier, including, without limitation: (a) United States federal and state information security and privacy statutes, regulations and/or best practices, including, without limitation, the Gramm-Leach-Bliley Act, the Massachusetts Data Security Regulations (201 C.M.R. 17.00 et. seq.), the Nevada encryption statute (N.R.S. § 603A), the California data security law (Cal. Civil Code § 1798.80 et. seq.) and California Consumer Privacy Act (Cal. Civil Code § 1798.100 et. seq.); and (b) applicable industry and regulatory standards and best practices (collectively, "Data Regulations"). With regard to Personal Information that Supplier collects, receives, or otherwise processes under the Agreement or otherwise in connection with performance of the Agreement, Supplier agrees that it will not: (i) sell, rent, release, disclose, disseminate, make available, transfer, or otherwise Version June 28,2023 communicate orally, in writing,or by electronic or other means, such Personal Information to another business or third party for monetary or other valuable consideration; or (ii) retain, use, or disclose such Personal Information outside of the direct business relationship between Supplier and OMNIA Partners or for any purpose other than for the specific purpose of performance of the Agreement, including retaining, using, or disclosing such Personal Information for a commercial purpose other than for performance of the Agreement. By entering into the Agreement, Supplier certifies that it understands the specific restrictions contained in this Section 7 and will comply with them. For purposes hereof, "Personal Information" means information that identifies, relates to, describes, is reasonably capable of being associated with,or could reasonably be linked,directly or indirectly,with a particular consumer or household, and includes the specific elements of"personal information" as defined under Data Regulations, as defined herein. Supplier will reasonably assist OMNIA Partners in timely responding to any third party "request to know" or"request to delete" (as defined pursuant to Data Regulations) and will promptly provide OMNIA Partners with information reasonably necessary for OMNIA Partners to respond to such requests. Where Supplier collects Personal Information directly from Public Agencies or others on OMNIA Partners' behalf, Supplier will maintain records and the means necessary to enable OMNIA Partners to respond to such requests to know and requests to delete. 8. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OMNIA PARTNERS EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING OMNIA PARTNERS' PERFORMANCE AS A COOPERATIVE CONTRACT ADMINISTRATOR OF THE MASTER AGREEMENT. OMNIA PARTNERS SHALL NOT BE LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT,CONSEQUENTIAL,EXEMPLARY,PUNITIVE,OR RELIANCE DAMAGES,EVEN IF OMNIA PARTNERS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TERM OF AGREEMENT; TERMINATION 9. This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however,that the provisions of Sections 3 —8 and 11 —22, hereof and the indemnifications afforded by the Supplier to OMNIA Partners in the Master Agreement, to the extent such provisions survive any expiration or termination of the Master Agreement, shall survive the expiration or termination of this Agreement. NATIONAL PROMOTION 10. OMNIA Partners and Supplier shall publicize and promote the availability of the Master Agreement's products and services to Public Agencies and such agencies' employees. Supplier shall require each Public Agency to register its participation in the OMNIA Partners program by either registering on the OMNIA Partners website (www.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. Supplier shall be responsible for obtaining permission or license of use and payment of any license fees for all content and images Supplier provides to OMNIA Partners or posts on the OMNIA Partners website. Version June 28,2023 Supplier shall indemnify, defend and hold harmless OMNIA Partners for use of all such content and images including copyright infringement claims. Supplier and OMNIA Partners each hereby grant to the other party a limited,revocable, non-transferable,non-sublicensable right to use such party's logo (each, the "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 from Supplier in the amount of 3 percent(3%)("Administrative Fee Percentage")multiplied by the total purchase amount paid to Supplier, less refunds and credits on returns, for the sale of products and/or services to Principal Procurement Agency and Participating Public Agencies pursuant to the Master Agreement (as amended from time to time and including any renewal thereof) ("Contract Sales"). From time to time the parties may mutually agree in writing to a lower Administrative Fee Percentage for a specifically identified Participating Public Agency's Contract Sales. 13. Supplier shall provide OMNIA Partners with an electronic accounting report monthly, in the format prescribed by OMNIA Partners, summarizing all Contract Sales for each calendar month. The Contract Sales reporting format is provided as Exhibit C ("Contract Sales Report"), attached hereto and incorporated herein by reference. Contract Sales Reports for each calendar month shall be provided by Supplier to OMNIA Partners by the 10th day of the following month. Failure to provide a Contract Sales Report within the time and manner specified herein shall constitute a material breach of this Agreement and if not cured within thirty (30) days of written notice to Supplier shall be deemed a cause for termination of the Master Agreement, at Principal Procurement Agency's sole discretion, and/or this Agreement, at OMNIA Partners' sole discretion. 14. Administrative Fee payments are to be paid by Supplier to OMNIA Partners at the frequency and on the due date stated in Section 13,above, for Supplier's submission of corresponding Contract Sales Reports. Administrative Fee payments are to be made via Automated Clearing House (ACH) to the OMNIA Partners designated financial institution identified in Exhibit D. Failure to provide a payment of the Administrative Fee within the time and manner specified herein shall constitute a material breach of this Agreement and if not cured within thirty(30)days of written notice to Supplier shall be deemed a cause for termination of the Master Agreement, at Principal Procurement Agency's sole discretion, and/or this Agreement, at OMNIA Partners' sole discretion. All Administrative Fees not paid when due shall bear interest at a rate equal to the lesser of one and one-half percent (1 1/2%)per month or the maximum rate permitted by law until paid in full. 15. Supplier shall maintain an accounting of all purchases made by Participating Public Agencies under the Master Agreement. OMNIA Partners, or its designee, in OMNIA Partners' sole Sales reserves the right to compare Participating Public Agency records with Contract Reports submitted by Supplier for a period of four(4)years from the date OMNIA Partners receives such report. In addition, OMNIA Partners may engage a third party to conduct an independent audit of Supplier's monthly reports. In the event of such an audit, Supplier shall provide all materials reasonably requested relating to such audit by OMNIA Partners at the location designated by OMNIA Partners. In the event an underreporting of Contract Sales and a resulting underpayment of Administrative Fees is revealed, OMNIA Partners will notify the Supplier in writing. Supplier will Version June 28,2023 have thirty (30) days from the date of such notice to resolve the discrepancy to OMNIA Partners' reasonable satisfaction, including payment of any Administrative Fees due and owing, together with interest thereon in accordance with Section 13, and reimbursement of OMNIA Partners' costs and expenses related to such audit. GENERAL PROVISIONS 16. This Agreement, the Master Agreement and the exhibits referenced herein supersede any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereto and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained or incorporated herein shall be valid or binding. In the event of any conflict between the provisions of this Agreement and the Master Agreement, as between OMNIA Partners and Supplier, the provisions of this Agreement shall prevail. 17. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement or to recover any Administrative Fee and accrued interest, the prevailing party shall be entitled to reasonable attorney's fees and costs in addition to any other relief to which it may be entitled. 18. This Agreement and OMNIA Partners' rights and obligations hereunder may be assigned at OMNIA Partners' sole discretion to an affiliate of OMNIA Partners, any purchaser of any or all or substantially all of the assets of OMNIA Partners, or the successor entity as a result of a merger, reorganization, consolidation, conversion or change of control, whether by operation of law or otherwise. Supplier may not assign its obligations hereunder without the prior written consent of OMNIA Partners. 19. All written communications given hereunder shall be delivered by first-class mail, postage prepaid, or overnight delivery on receipt to the addresses as set forth below. A. OMNIA Partners: OMNIA Partners 5001 Aspen Grove Franklin, TN 37067 Attention: Legal Department - Public Sector Contracting B. Supplier: 20. If any provision of this Agreement shall be deemed to be, or shall in fact be, illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever, and this Agreement will be construed by limiting or invalidating such provision to the minimum extent necessary to make such provision valid, legal and enforceable. 21. This Agreement may not be amended, changed, modified, or altered without the prior written consent of the parties hereto, and no provision of this Agreement may be discharged or Version June 28,2023 waived, except by a writing signed by the parties. A waiver of any particular provision will not be deemed a waiver of any other provision, nor will a waiver given on one occasion be deemed to apply to any other occasion. 22. This Agreement shall inure to the benefit of and shall be binding upon OMNIA Partners, the Supplier and any respective successor and assign thereto; subject, however, to the limitations contained herein. 23. This Agreement will be construed under and governed by the laws of the State of Delaware, excluding its conflicts of law provisions and any action arising out of or related to this Agreement shall be commenced solely and exclusively in the state or federal courts in Williamson County Tennessee. 24. This Agreement may be executed in counterparts, each of which is an original but all of which, together, shall constitute but one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile, or by .pdf or similar electronic transmission, will constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile, or by .pdf or similar electronic transmission,will be deemed to be their original signatures for any purpose whatsoever. [INSERT SUPPLIER ENTITY NAME] NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY, A DELAWARE CORPORATION D/B/A OMNIA PARTNERS, PUBLIC SECTOR Signature Signature Sarah Vavra Name Name Sr. Vice President, Public Sector Contracting Title Title Date Date Version June 28,2023 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, Communities Program Management, LLC, a California limited liability company d/b/a U.S. Communities, and/or NCPA LLC, a Texas limited liability company d/b/a National Cooperative Purchasing Alliance (collectively, "OMNIA Partners"), in its capacity as the cooperative administrator, to be appended and made a part hereof and such other agencies ("Participating Public Agencies"), as defined in each Master Agreement(as defined below),who register to participate in the cooperative purchasing programs administered by OMNIA Partners and its affiliates and subsidiaries (collectively, the "OMNIA Partners Parties") by either registering on the OMNIA Partners 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: 1. Each party will facilitate the cooperative procurement of Products. 2. The Participating Public Agencies shall procure Products in accordance with and subject to the relevant federal, state and local statutes, ordinances, rules and regulations that govern Participating Public Agency's procurement practices. The Participating Public Agencies hereby acknowledge and agree that it is the intent 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(j), 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. 3. The Participating Public Agency represents and warrants that the Participating Public Agency is not a hospital or other healthcare provider and is not purchasing Products on behalf of a hospital or healthcare provider; provided that the foregoing shall not prohibit Participating Public Agency from furnishing health care services so long as the furnishing of health care services is not in furtherance of a primary purpose of the Participating Public Agency. 4. The cooperative use of Master Agreements shall be in accordance with the terms and conditions of the Master Agreements, except as modification of those terms and conditions is otherwise required by applicable federal, state or local law, policies or procedures. 5. The Principal Procurement Agencies will make available, upon reasonable request, Master Agreement information which may assist in improving the procurement of Products by the Participating Public Agencies. 6. The Participating Public Agency agrees the OMNIA Partners Parties may provide access to group purchasing organization ("GPO") agreements directly or indirectly by enrolling the Participating Public Agency in another GPO's purchasing program, provided that the purchase of Products through the OMNIA Partners Parties or any other GPO shall be at the Participating Public Agency's sole discretion. 7. The Participating Public Agencies (each a "Procuring Party") that procure Products through any Master Agreement or GPO Product supply agreement (each a "GPO Contract") will make timely payments to the distributor, manufacturer or other vendor(collectively, "Supplier") 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 Version June 28,2023 PROCURING PARTY ACKNOWLEDGES AND AGREES THAT THE OMNIA PARTNERS PARTIES SHALL HAVE NO LIABILITY FOR ANY ACT OR OMISSION BY A SUPPLIER OR OTHER PARTY UNDER A MASTER AGREEMENT OR GPO CONTRACT. 11. This Agreement shall remain in effect until termination by either party giving thirty (30) days' written notice to the other party. The provisions of Paragraphs 6 - 10 hereof shall survive any such termination. 12. This Agreement shall take effect upon (i) execution of the Principal Procurement Agency Certificate, or (ii) registration on the OMNIA Partners website or the execution of this Agreement by a Participating Public Agency, as applicable. Participating Public Agency: OMNIA Partners, as the cooperative administrator on behalf of Principal Procurement Agencies: NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY COMMUNITIES PROGRAM MANAGEMENT, LLC Authorized Signature Signature Sarah E. Vavra Name Name Sr. Vice President, Public Sector Contracting Title and Agency Name Title Date Date Version June 28,2023 Exhibit D Principal Procurement Agency Certificate, Example It / 1 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"), [PPA Name] agrees to pursue Master Agreements for Products as specified in the attached Exhibits to this Principal Procurement Agency Certificate. I hereby acknowledge, in my capacity as of and on behalf of [PPA Name] ("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. I understand that the purchase of one or more Products under the provisions of the Master Intergovernmental Cooperative Purchasing Agreement is at the sole and complete discretion of the Participating Public Agency. Authorized Signature, [PPA Name] Signature Name Title Date Exhibit E Contract Sales Reporting Template Contract Sales Report submitted electronically in Microsoft Excel: • OMNIA Total SO 00 Contract Number A .. • PARTNERS Reporting Period- Total admin ire woo FOR OMNIA USE ONLY woWerInternal 0 o Plaine Street Merest Street address Oft Watt Portatcdd.Transaction one Sales Amount Admin F.% AdsolnF. Note. Wildcard Un,R,tid 0.0.t.Doe Rebate Name 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. Version June 28.2023 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 (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$250,000, but this threshold is periodically adjusted for inflation. (Also see definition of§200.67 Micro-purchase.) Subaward means an award provided by a pass-through entity to a 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 theass-throw h entityconsiders a contract. P 9 Subrecipient means a non–Federal entity that receives a subaward from a pass-through entity to carry out part of a Federal but does not include an individual that is a beneficiaryof such program.A subrecipient mayalso be a recipient of other program; P 9 P P Federal awards directly from a Federal awarding agency. Termination means the ending of a Federal award, in whole or in part at any time prior to the planned end of period of performance. The following provisions may be required and apply when Participating Agency expends federal funds for any purchase resulting from this procurement process. Per FAR 52.204-24 and FAR 52.204-25, solicitations and resultant contracts shall contain the following provisions. 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment(Oct 2020) The Offeror shall not complete the representation at paragraph(d)(1)of this provision if the Offeror has represented that it"does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument" in paragraph (c)(1) in the provision at 52.204-26, Covered Telecommunications Equipment or Services—Representation, or in paragraph (v)(2)(i) of the provision at 52.212-3, Offeror Representations and Certifications-Commercial Items. The Offeror shall not complete the representation in paragraph (d)(2)of this provision if the Offeror has represented that it"does not use covered telecommunications equipment or services, or any equipment, system, or service that uses covered telecommunications equipment or services" in paragraph (c)(2) of the provision at 52.204-26,or in paragraph(v)(2)(ii)of the provision at 52.212-3. (a)Definitions.As used in this provision— Version June 28,2023 Backhaul, covered telecommunications equipment or services, critical technology, interconnection arrangements, reasonable inquiry, roaming, and substantial or essential component have the meanings provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (b)Prohibition. (1)Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system,or as critical technology as part of any system.Nothing in the prohibition shall be construed to— (i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party,such as backhaul, roaming,or interconnection arrangements;or (ii)Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles. (2)Section 889(a)(1)(B)of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115- 232)prohibits the head of an executive agency on or after August 13,2020,from entering into a contract or extending or renewing a contract with an entity that uses any equipment,system,or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system.This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. Nothing in the prohibition shall be construed to— (i)Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party,such as backhaul, roaming,or interconnection arrangements;or (ii)Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles. (c)Procedures.The Offeror shall review the list of excluded parties in the System for Award Management (SAM) (httos:l/www.sam.gov)for entities excluded from receiving federal awards for"covered telecommunications equipment or services". (d)Representation.The Offeror represents that— (1)It n will, o will not provide covered telecommunications equipment or services to the Government in the performance of any contract,subcontract or other contractual instrument resulting from this solicitation.The Offeror shall provide the additional disclosure information required at paragraph(e)(1)of this section if the Offeror responds"will" in paragraph (d)(1)of this section; and (2)After conducting a reasonable inquiry,for purposes of this representation,the Offeror represents that— It o does, ❑does not use covered telecommunications equipment or services,or use any equipment,system,or service that uses covered telecommunications equipment or services. The Offeror shall provide the additional disclosure information required at paragraph(e)(2)of this section if the Offeror responds"does"in paragraph(d)(2)of this section. (e)Disclosures. (1)Disclosure for the representation in paragraph(d)(1)of this provision.If the Offeror has responded"will"in the representation in paragraph(d)(1)of this provision,the Offeror shall provide the following information as part of the offer. (i) For covered equipment— (A)The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code,and whether the entity was the original equipment manufacturer(OEM)or a distributor,if known); (B)A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number,or wholesaler number;and item description,as applicable); and (C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph(b)(1)of this provision. (ii) For covered services— (A)If the service is related to item maintenance:A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number;and item description,as applicable);or (B) If not associated with maintenance, the Product Service Code (PSC) of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph(b)(1)of this provision. Version June 28,2023 (2) Disclosure for the representation in paragraph (d)(2) of this provision. If the Offeror has responded "does" in the representation in paragraph(d)(2)of this provision,the Offeror shall provide the following information as part of the offer: (i)For covered equipment— (A)The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known); (B)A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number,or wholesaler number;and item description,as applicable);and (C)Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph(b)(2)of this provision. (ii) For covered services— (A) If the service is related to item maintenance:A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number;and item description,as applicable);or (B) If not associated with maintenance, the PSC of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph(b)(2)of this provision. 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (Aug 2020). (a)Definitions.As used in this clause— Backhaul means intermediate links between the core network,or backbone network,and the small subnetworks at the edge of the network(e.g.,connecting cell phones/towers to the core telephone network). Backhaul can be wireless(e.g., microwave)or wired(e.g.,fiber optic,coaxial cable, Ethernet). Covered foreign country means The People's Republic of China. Covered telecommunications equipment or services means– (1)Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation(or any subsidiary or affiliate of such entities); (2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); (3)Telecommunications or video surveillance services provided by such entities or using such equipment or (4)Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by,or otherwise connected to,the government of a covered foreign country. Critical technology means– , (1)Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations; (2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled- (i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation,or missile technology;or (ii) For reasons relating to regional stability or surreptitious listening; (3)Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations(relating to assistance to foreign atomic energy activities); (4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material); (5)Select agents and toxins covered by part 331 of title 7,Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code;or (6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018(50 U.S.C.4817). Version June 28,2023 Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered(e.g.,connection of a customer of telephone provider A to a customer of telephone company B)or sharing data and other information resources. Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third-party audit. Roaming means cellular communications services(e.g.,voice,video,data)received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high. Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment,system, or service. (b)Prohibition. (1)Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain,any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system.The Contractor is prohibited from providing to the Government any equipment,system,or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c)of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4 2104. (2)Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115- 232)prohibits the head of an executive agency on or after August 13,2020,from entering into a contract,or extending or renewing a contract,with an entity that uses any equipment,system,or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph(c)of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. (c)Exceptions.This clause does not prohibit contractors from providing— (1)A service that connects to the facilities of a third-party,such as backhaul, roaming,or interconnection arrangements; or (2)Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles. (d)Reporting requirement. (1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system,or as critical technology as part of any system,during contract performance,or the Contractor is notified of such by a subcontractor at any tier or by any other source,the Contractor shall report the information in paragraph(d)(2)of this clause to the Contracting Officer, unless elsewhere in this contract are established procedures for reporting the information; in the case of the Department of Defense, the Contractor shall report to the website at https://dibnet.dod.mil. For indefinite delivery contracts,the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s)for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https:/Idibnet.dod.mil. (2)The Contractor shall report the following information pursuant to paragraph(d)(1)of this clause (i)Within one business day from the date of such identification or notification: the contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier(if known); supplier Commercial and Government Entity (CAGE)code(if known);brand;model number(original equipment manufacturer number,manufacturer part number,or wholesaler number); item description;and any readily available information about mitigation actions undertaken or recommended. (ii)Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: any further available information about mitigation actions undertaken or recommended. In addition,the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services. Version June 28,2023 (e) Subcontracts.The Contractor shall insert the substance of this clause, including this paragraph (e) and excluding paragraph (b)(2), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial items. The following certifications and provisions may be required and apply when Participating Agency expends federal funds for any purchase resulting from this procurement process. Pursuant to 2 C.F.R. § 200.326, all contracts, including small purchases, awarded by the Participating Agency and the Participating Agency's subcontractors shall contain the procurement provisions of Appendix II to Part 200,as applicable. APPENDIX II TO 2 CFR PART 200 (A)Contracts for more than the simplified acquisition threshold currently set at$250,000,which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms,and provide for such sanctions and penalties as appropriate. Pursuant to Federal Rule (A) above, when a Participating Agency expends federal funds, the Participating Agency reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party. Does offeror agree?YES 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 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 legislationall 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 ented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Version June 28,2023 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 (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) In the event Federal Transit Administration (FTA) or Department of Transportation (DOT)funding is used by Participating Public Agency,Offeror also agrees to include Clean Air and Clean Water requirements in each subcontract exceeding$100,000 financed in whole or in part with Federal assistance provided by FTA. Pursuant to Federal Rule (G) above, when federal funds are expended by Participating Agency, the offeror certifies that during the 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 Version June 28.2023 (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 Initials of Authorized Representative of offeror (I) 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 (I) 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,by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract,the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment,or modification of any Federal contract,grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL,"Disclosure of Lobbying Activities,"in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S.Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. (3)The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Does offeror agree? YES Initials of Authorized Representative of offeror Version June 28,2023 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 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 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 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.Additionally: (1) The Contractor agrees to comply with 49 USC 5323(j)and 49 CFR Part 661,which provide that federal funds may not be obligated unless steel, iron and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 CFR 661.7.A general public interest waiver from the Buy America requirements applies to microprocessors, computers, microcomputers, software or other such devices, which are used solely for the purpose of processing or storing data. This general waiver does not extend to a product or device that merely contains a microprocessor or microcomputer and is not used solely for the purpose of processing or storing data. Separate requirements for rolling stock are set out at 5323(j)(2)(C)and 49 CFR 661.11. (2) A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification with all bids on FTA- funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. This requirement does not apply to lower tier subcontractors. The following certificates titled FTA and DOT Buy America Certification should be completed and returned with the response as part of FTA and DOT requirements. FEDERAL TRASIT ADMINISTRATION (FTA)AND DEPARTMENT OF TRANSPORTATION (DOT)- BUY AMERICA: CERTIFICATION REQUIREMENT FOR PROCUREMENTOF ROLLING STOCK CERTIFICATE OF COMPLIANCE (select one of the two options, NOT BOTH) Certificate of Compliance with 49 USC§5323(j) The proposer hereby certifies that it will comply with the requirements of 49 U.S.C. 5323(j), and the applicable regulations of 49 CFR 661.11. Check for YES: OR Certificate of Non-Compliance with 49 USC§5323(j) Version June 2K 2023 The proposer hereby certifies that it cannot comply with the requirements of 49 U.S.C.5323(j), but may qualify for an exception to the requirement consistent with 49 U.S.C.5323(j)(2)(C),and the applicable regulations in 49 CFR 661.7. Check for YES: FEDERAL TRASIT ADMINISTRATION(FTA)AND DEPARTMENT OF TRANSPORTATION(DOT)- BUY AMERICA: CERTIFICATION REQUIREMENT FOR PROCUREMENT OF STEEL OR MANUFACTURED PRODUCTS CERTIFICATE OF COMPLIANCE(select one of the two options, NOT BOTH) Certificate of Compliance with 49 USC§5323(j)(1) The proposer hereby certifies that it will comply with the requirements of 49 U.S.C.5323(j)(1),and the applicable regulations in 49 CFR part 661. Check for YES: OR Certificate of Non-Compliance with 49 USC§5323(j)(1) The proposer hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j), but it may qualify for an exception to the requirement pursuant to 49 U.S.C.5323(j)(2),as amended,and the applicable regulations in 49 CFR 661.7. Check for YES: Does offeror agree? YES Initials of Authorized Representative of offeror Offerors Name: Address,City,State,and Zip Code: Phone Number: Fax Number: Printed Name and Title of Authorized Representative: Email Address: Signature of Authorized Representative: Date: 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 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 COMMUNITY DEVELOPMENT BLOCK GRANTS Purchases made under this contract may be partially or fully funded with federal grant funds. Funding for this work may include Federal Funding sources, including Community Development Block Grant (CDBG) funds from the U.S. Department of Housing and Urban Development. When such funding is provided, Offeror shall comply with all terms, conditions and requirements enumerated by the grant funding source, as well as requirements of the State statutes for which the contract is utilized,whichever Version June 28,2023 is the more restrictive requirement.When using Federal Funding, Offeror shall comply with all wage and latest reporting provisions of the Federal Davis-Bacon Act. HUD-4010 Labor Provisions also applies to this contract. Does offeror agree? YES Initials of Authorized Representative of offeror Offeror agrees to comply with all federal,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: Address,City, State,and Zip Code: Phone Number: Fax Number: Printed Name and Title of Authorized Representative: Email Address: Signature of Authorized Representative: Date: Version June 28,2023 FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL CONDITIONS Awarded Supplier(s) (also referred to as Contractors) may need to respond to events and losses where products and services are needed for the immediate and initial response to emergency situations such as, but not limited to, water damage, fire damage, vandalism cleanup, biohazard cleanup, sewage decontamination, deodorization, and/or wind damage during a disaster or emergency situation. By submitting a proposal, the Supplier is accepted these FEMA and Additional Federal Funding Special Conditions required by the Federal Emergency Management Agency (FEMA) and other federal entities. "Contract" in the below pages under FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL CONDITIONS is also referred to and defined as the "Master Agreement". "Contractor" in the below pages under FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL CONDITIONS is also referred to and defined as "Supplier" or"Awarded Supplier". Conflicts of Interest No employee, officer, or agent may participate in the selection, award, or administration of a contract supported by a FEMA award if he or she has a real or apparent conflict of interest. Such a conflict would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of these parties, has a financial or other interest in or a tangible personal benefit from a firm considered for award. 2 C.F.R. § 200.318(c)(1); See also Standard Form 424D, ¶ 7; Standard Form 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 the Participating Public Agency nor the Participating Public Agency ("NFE") must neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts. However, NFE's may set standards for situations in which the financial interest is de minimus, not substantial, or the gift is an unsolicited item of nominal value. 2 C.F.R. § 200.318(c)(1). d. Violations. The NFE's written standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the NFE. 2 C.F.R. § 200.318(c)(1). For example, the penalty for a NFE's employee may be dismissal, and the penalty for a contractor might be the termination of the contract. Contractor Integrity A contractor must have a satisfactory record of integrity and business ethics. Contractors that are debarred or suspended, as described in and subject to the debarment and suspension regulations implementing Executive Order 12549, Debarment and Suspension (1986) and Executive Order 12689, Debarment and Suspension(1989)at 2 C.F.R. Part 180 and the Department of Homeland Security's regulations at 2 C.F.R. Part 3000 (Non-procurement Debarment and Suspension), must be rejected and cannot receive contract awards at any level. Notice of Legal Matters Affecting the Federal Government In the event FTA or DOT funding is used by Participating Public Agency, Contractor agrees to: 1) The Contractor agrees that if a current or prospective legal matter that may affect the Federal Government emerges, the Contractor shall promptly notify the Participating Public Agency of the legal matter in accordance with 2 C.F.R. §§ 180.220 and 1200.220. Version June 28,2023 2) The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason. 3) The Contractor further agrees to include the above clause in each subcontract, at every tier, financed in whole or in part with Federal assistance provided by the FTA. Public Policy A contractor must comply with the public policies of the Federal Government and state, local government, or tribal government. This includes, among other things, past and current compliance with the: a. Equal opportunity and nondiscrimination laws b. Five affirmative steps described at 2 C.F.R. §200.321(b)for all subcontracting under contracts supported by FEMA financial assistance; and FEMA Procurement Guidance June 21, 2016 Page IV- 7 c. Applicable prevailing wage laws, regulations, and executive orders Affirmative Steps For any subcontracting opportunities, Contractor must take the following 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. Prevailing Wage Requirements When applicable,the awarded Contractor(s)and any and all subcontractor(s)agree to comply with all laws regarding prevailing wage rates including the Davis-Bacon Act, applicable to this solicitation and/or Participating Public Agencies. The Participating Public Agency shall notify the Contractor of the applicable pricing/prevailing wage rates and must apply any local wage rates requested. The Contractor and any subcontractor(s) shall comply with the prevailing wage rates set by the Participating Public Agency. Federal Requirements If products and services are issued in response to an emergency or disaster recovery the items below, located in this FEMA Special Conditions section of the Federal Funds Certifications, are activated and required when federal funding may be utilized. 2 C.F.R. $ 200.326 and 2 C.F.R. Part 200, Appendix II, Required Contract Clauses 1. CONTRACT REMEDIES Contracts for more than the federal simplified acquisition threshold (SAT), the dollar amount below which an NFE may purchase property or services using small purchase methods, currently set at $250,000 for procurements made on or after June 20, 2018,4 must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms and must provide for sanctions and penalties as appropriate. Version June 28,2023 1.1 Applicability This contract provision is required for contracts over the SAT, currently set at $250,000 for procurements made on or after June 20, 2018. Although not required for contracts at or below the SAT, FEMA suggests including a remedies provision. 1.2 Additional Considerations For FEMA's Assistance to Firefighters Grant (AFG) Program, recipients must include a penalty clause in all contracts for any AFG-funded vehicle, regardless of dollar amount. In that situation, the contract must include a clause addressing that non-delivery by the contract's specified date or other vendor nonperformance will require a penalty of no less than $100 per day until such time that the vehicle, compliant with the terms of the contract, has been accepted by the recipient. This penalty clause should, however, account for force majeure or acts of God. AFG recipients should refer to the applicable year's Notice of Funding Opportunity (NOFO) for additional information, which can be accessed at FEMA.gov. 2. TERMINATION FOR CAUSE AND CONVENIENCE a Standard. All contracts in excess of$10,000 must address termination for cause and for convenience by the non-Federal entity, including the manner by which it will be effected and the basis for settlement. See 2 C.F.R. Part 200, Appendix II(B). b. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs. 3. EQUAL EMPLOYMENT OPPORTUNITY When applicable: a Standard. Except as otherwise provided under 41 C.F.R. Part 60, all contracts that meet the definition of"federally assisted construction contract" in 41 C.F.R. §60-1.3 must include the equal opportunity clause provided under 41 C.F.R. §60- 1.4(b), in accordance with Executive Order 11246, Equal Employment Opportunity(30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p. 339),as amended by Executive Order 11375,Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41 C.F.R. Part 60 (Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor). See 2 C.F.R. Part 200, Appendix II(C). b. Key Definitions. i. Federally Assisted Construction Contract. The regulation at 41 C.F.R. § 60- 1.3 defines a "federally assisted construction contract" as any agreement or modification thereof between any applicant and a person for construction work which is paid for in whole or in part with funds obtained from the Government or borrowed on the credit of the Government pursuant to any Federal program involving a grant, contract, loan, insurance, or guarantee, or undertaken pursuant to any Federal program involving such grant, contract, loan, insurance, or guarantee, or any application or modification thereof approved by the Government for a grant, contract, Version June 28,2023 loan, insurance, or guarantee under which the applicant itself participates in the construction work. ii. Construction Work. The regulation at 41 C.F.R. § 60-1.3 defines "construction work" as the construction, rehabilitation, alteration, conversion, extension, demolition or repair of buildings, highways,or other changes or improvements to real property, including facilities providing utility services. The term also includes the supervision, inspection, and other onsite functions incidental to the actual construction. c Applicability. This requirement applies to all FEMA grant and cooperative agreement programs. d Required Language. The regulation at 41 C.F.R. Part 60-1.4(b) requires the insertion of the following contract clause. 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 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 national origin. (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 contractors legal duty to furnish information. (4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The contractor will comply with all provisions of Executive Order 11246 of September Version June 28.2023 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 byExecutive Order P q 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. P (7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders,this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (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 the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States. The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract. The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance. The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or Version June 28,2023 suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings. 4. DAVIS-BACON ACT a Standard. All prime construction contracts in excess of $2,000 awarded by non- Federal entities must include a provision for compliance with the Davis-Bacon Act(40 U.S.C. §§3141- 3144 and 3146-3148)as supplemented by Department of Labor regulations at 29 C.F.R. Part 5 (Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction). See 2 C.F.R. Part 200,Appendix II(D). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. b. Applicability. The Davis-Bacon Act applies to the Emergency Management Preparedness Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program, and Transit Security Grant Program. c. Requirements. If applicable, the non-federal entity must do the following: i. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. ii. Additionally, pursuant 2 C.F.R. Part 200, Appendix II(D), contracts subject to the Davis-Bacon Act, must also include a provision for 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. iii. Include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). Suggested Language. The following provides a sample contract clause: Compliance with the Davis-Bacon Act. a. All transactions regarding this contract shall be done in compliance with the Davis-Bacon Act(40 U.S.C. 3141-3144, and Version June 28,2023 3146-3148) and the requirements of 29C.F.R. pt. 5 as may be applicable. The contractor shall comply with 40 U.S.C. 3141- 3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as applicable. b. Contractors are required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. c Additionally, contractors are required to pay wages not less than once a week. 5. COPELAND ANTI-KICKBACK ACT a Standard. Recipient and subrecipient contracts must include a provision for compliance with the Copeland"Anti-Kickback"Act(40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). b. Applicability. This requirement applies to all contracts for construction or repair work above $2,000 in situations where the Davis-Bacon Act also applies. It DOES NOT apply to the FEMA Public Assistance Program. c. Requirements. If applicable, the non-federal entity must include a provision for compliance with the Copeland "Anti-Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations at 29 C.F.R. Part 3 (Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States). Each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to FEMA. Additionally, in accordance with the regulation, each contractor and subcontractor must furnish each week a statement with respect to the wages paid each of its employees engaged in work covered by the Copeland Anti-Kickback Act and the Davis Bacon Act during the preceding weekly payroll period. The report shall be delivered by the contractor or subcontractor, within seven days after the regular payment date of the payroll period, to a representative of a Federal or State agency in charge at the site of the building or work. Sample Language. The following provides a sample contract clause: Compliance with the Copeland "Anti-Kickback"Act. a. Contractor. The contractor shall comply with 18 U.S.C. §874,40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract. b. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. Version June 28,2023 C Breach. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. §5.12." 6. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT a Standard. Where applicable (see 40 U.S.C. §§ 3701-3708), all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations at 29 C.F.R. Part 5. See 2 C.F.R. Part 200, Appendix II(E). Under 40 U.S.C. § 3702, each contractor must be required to compute the wages 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. Further, no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous. la Applicability. This requirement applies to all FEMA contracts awarded by the non- federal entity in excess of$100,000 under grant and cooperative agreement programs that involve the employment of mechanics or laborers. It is applicable to construction work. These requirements do not apply to the purchase of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. c. Suggested Language. The regulation at 29 C.F.R. § 5.5(b) provides contract clause language concerning compliance with the Contract Work Hours and Safety Standards Act. FEMA suggests including the following contract clause: Compliance with the Contract Work Hours and Safety Standards Act. (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in suchworkweek. (2) Violation;liability for unpaid wages;liquidated damages. In the event of any violation of the clause set forth in paragraph (b)(1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (b)(1)of this section, in the sum of $27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (b)(1) of this section. (3) Withholding for unpaid wages and liquidated damages. The Federal agency or Version June 28,2023 loan/grant recipient shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) of this section. (4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph(b)(1)through (4)of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (b)(1)through (4)of this section. 7. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT ORAGREEMENT a Standard. If the FEMA award meets the definition of"funding agreement"under 37C.F.R. §401.2(a)and the non-Federal entity wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement,"the non- Federal entity must comply with the requirements of 37 C.F.R. Part 401 (Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements), and any implementing regulations issued by FEMA. See 2 C.F.R. Part 200, Appendix II(F). b. Applicability. This requirement applies to "funding agreements," but it DOES NOT apply to the Public Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program, and Federal Assistance to Individuals and Households — Other Needs Assistance Grant Program, as FEMA awards under these programs do not meet the definition of"funding agreement." c. Funding Agreements Definition. The regulation at 37 C.F.R. § 401.2(a) defines "funding agreement" as any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any contractor for the performance of experimental, developmental, or research work funded in whole or in part by the Federal government. This term also includes any assignment, substitution of parties, or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph. 8 CLEAN AIR ACT AND THE FEDERAL WATER POLLUTION CONTROLACT a Standard. If applicable, contracts must contain a provision that requires the contractor to agree to comply with all applicable standards, orders, or regulations issued pursuant to the Clean 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 FEMA and the Regional Office of the Environmental Protection Agency. See 2 C.F.R. Part 200, Appendix II(G). Version June 28,2023 b Applicability. This requirement applies to contracts awarded by a non-federal entity of amounts in excess of$150,000 under a federal grant. a Suggested Language. The following provides a sample contract clause. Clean Air Act 1. The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. 2. The contractor agrees to report each violation to the Participating Public Agency and understands and agrees that the Participating Public Agency will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. 3. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. Federal Water Pollution Control Act 1. The contractor agrees to comply with all applicablestandards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. 2. The contractor agrees to report each violation to the Participating Public Agency and understands and agrees that the Participating Public Agency will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. 3. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. 9. DEBARMENT AND SUSPENSION a Standard. Non-Federal entities and contractors are subject to the debarment and suspension regulations implementing Executive Order 12549, Debarment and Suspension (1986)and Executive Order 12689, Debarment and Suspension (1989) at 2 C.F.R. Part 180 and the Department of Homeland Security's regulations at 2 C.F.R. Part 3000 (Non-procurement Debarment and Suspension). b. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs. C. Requirements. �'ersIon June 2 .'02; These regulations restrict awards, subawards, and contracts with certain parties that are debarred, suspended, or otherwise excluded from or ineligible for participation in Federal assistance programs and activities. See 2 C.F.R. Part 200, Appendix II(H); and 2 C.F.R. § 200.213. A contract award must not be 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 agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. SAM exclusions can be accessed at www.sam.gov. See 2 C.F.R. §180.530. ii. In general, an "excluded" party cannot receive a Federal grant award or a contract within the meaning of a "covered transaction," to include subawards and subcontracts. This includes parties that receive Federal funding indirectly, such as contractors to recipients and subrecipients.The key to the exclusion is whether there is a "covered transaction," which is any non-procurement transaction (unless excepted) at either a "primary" or "secondary" tier. Although "covered transactions" do not include contracts awarded by the Federal Government for purposes of the non-procurement common rule and DHS's implementing regulations, it does include some contracts awarded by recipients and subrecipients. Specifically, a covered transaction includes the following contracts for goods or services: 1. The contract is awarded by a recipient or subrecipient in the amount of at least$25,000. 2. The contract requires the approval of FEMA, regardlessof amount. 3. The contract is for federally-required auditservices. 4. A subcontract is also a covered transaction if it is awarded by the contractor of a recipient or subrecipient and requires either the approval of FEMA or is in excess of$25,000. d Suggested Language. The following provides a debarment and suspension clause. It incorporates an optional method of verifying that contractors are not excluded or disqualified. Suspension and Debarment (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's principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905)are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. §180.935). (2) The contractor must comply with 2 C.F.R. pt. 180, subpart C and2 C.F.R. pt. 3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (3) This certification is a material representation of fact relied upon by the Participating Version June 28,2023 Public Agency. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the Participating Public Agency, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 10. BYRD ANTI-LOBBYING AMENDMENT a Standard. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. § 1352. FEMA's regulation at 44 C.F.R. Part 18 implements the requirements of 31 U.S.C. § 1352 and provides, in Appendix A to Part 18, a copy of the certification that is required to be completed by each entity as described in 31 U.S.C. § 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the Federal awarding agency. b. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs. Contractors that apply or bid for a contract of$100,000 or more under a federal grant must file the required certification. See 2 C.F.R. Part 200, Appendix II(I); 31 U.S.C. § 1352; and 44 C.F.R. Part 18. c. Suggested Language. Byrd Anti-Lobbyinq Amendment, 31 U.S.C. .§ 1352 (as amended) Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency. d Required Certification. If applicable, contractors must sign and submit to the non-federal entity the following certification. APPENDIX A, 44 C.F.R. PART 18—CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements Version June 28,2023 The undersigned certifies, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress,an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements)and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Contractor, , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. Chap. 38, Administrative Remedies for False Claims and Statements, apply to this certification and disclosure, if any. Signature of Contractor's Authorized Official Name and Title of Contractor's Authorized Official Date Version June 28,2023 It PROCUREMENT OF RECOVERED MATERIALS a Standard. A non-Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. See 2 C.F.R. Part 200, Appendix 11(J); and 2 C.F.R. §200.322. b. Applicability.This requirement applies to all contracts awarded by a non-federal entity under FEMA grant and cooperative agreement programs. c. Requirements. The requirements of Section 6002 include procuring only items designated in guidelines of the EPA at 40 C.F.R. Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaininga satisfactorylevel 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 Suggested Language. In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired- 1. Competitively within a timeframe providing for compliance with the contract performance schedule; 2. Meeting contract performance requirements;or 3. At a reasonable price. ii. Information about this requirement, along with the list of EPA- designated items, is available at EPA's Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. iii. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act." 12. DOMESTIC PREFERENCES FOR PROCUREMENTS As appropriate, and to the extent consistent with law, CONTRACTOR should, to the greatest extent practicable under a federal award, provide a preference for the purchase, acquisition, or use of goods, products or materials produced in the United States. This includes, but is not limited to, iron, aluminum, steel, cement, and other manufactured products. Applicability For purchases in support of FEMA declarations and awards issued on or after November 12, 2020, all FEMA recipients and subrecipients are required to include in all contracts and purchase orders for work or products a contract provision encouraging domestic preference for procurements. Domestic Preference for Procurements As appropriate, and to the extent consistent with law, the contractor should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber." 13. ACCESS TO RECORDS a. Standard. All recipients, subrecipients, successors, transferees, and assignees must acknowledge and agree to comply with applicable provisions governing DHS access to records, accounts, documents, information, facilities, and staff. Recipients must give DHS/FEMA access to, and the right to examine and copy, records, accounts, and other documents and sources of information related to the federal financial assistance award and permit access to facilities, personnel, and other individuals and information as may be necessary, as required by DHS regulations and other applicable laws or program guidance. See DHS Standard Terms and Conditions: Version 8.1 (2018). Additionally, Section 1225 of the Disaster Recovery Reform Act of 2018 prohibits FEMA from providing reimbursement to any state, local, tribal, or territorial government, or private non-profit for activities made pursuant to a contract that purports to prohibit audits or internal reviews by the FEMA administrator or ComptrollerGeneral. Access to Records. The following access to records requirements apply to this contract: i.The Contractor agrees to provide Participating Public Agency, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. ii.The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. iii. The Contractor agrees to provide the FEMA Administrator or his authorized representatives access to construction or other work sites pertaining to the work being completed under the contract. iv.ln compliance with the Disaster Recovery Act of 2018, the Participating Public Agency and the Contractor acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States. 14. CHANGES a. Standard. To be eligible for FEMA assistance under the non-Federal entity's FEMA grant or cooperative agreement, the cost of the change, modification, change order, or constructive change must be allowable, allocable, within the scope of its grant or cooperative agreement, and reasonable for the completion of project scope. b. Applicability. FEMA recommends, therefore, that a non-Federal entity include a changes clause in its contract that describes how, if at all, changes can be made by either 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. 15. DHS SEAL, LOGO, AND FLAGS a. Standard. Recipients must obtain permission prior to using the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials. See DHS Standard Terms and Conditions: Version 8.1(2018). b. Applicability. FEMA recommends that all non-Federal entities place in their contracts a provision that a contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. c. "The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. Version June 28,2023 16. COMPLIANCE WITH FEDERAL LAW, REGULATIONS, AND EXECUTIVE ORDERS a. Standard. The recipient and its contractors are required to comply with all Federal laws, regulations, and executive orders. b. Applicability. FEMA recommends that all non-Federal entities place into their contracts an acknowledgement that FEMA financial assistance will be used to fund the contract along with the requirement that the contractor will comply with all applicable Federal law, regulations, executive orders, and FEMA policies, procedures, and directives. c. "This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of the contract. The contractor will comply with all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives." 17. NO OBLIGATION BY FEDERAL GOVERNMENT a. Standard. FEMA is not a party to any transaction between the recipient and its contractor. FEMA is not subject to any obligations or liable to any party for any matter relating to the contract. b. Applicability. FEMA recommends that the non-Federal entity include a provision in its contract that states that the Federal Government is not a party to the contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract. c. "The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract." 18. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS a. Standard. Recipients must comply with the requirements of The False Claims Act (31 U.S.C. §§ 3729-3733)which prohibits the submission of false or fraudulent claims for payment to the federal government. See DHS Standard Terms and Conditions: Version 8.1 (2018); and 31 U.S.C. §§ 3801-3812, which details the administrative remedies for false claims and statements made. The non-Federal entity must include a provision in its contract that the contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements)applies to its actions pertaining to the contract. b. Applicability. FEMA recommends that the non-Federal entity include a provision in its contract that the contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to its actions pertaining to the contract. c. "The Contractor 38 Chap.that 31 U.S.C.acknowledges (Administrative Remedies for False 9 P Claims and Statements) applies to the Contractor's actions pertaining to this contract." d. In the event FTA or DOT funding is used by a Participating Public Agency, Contractor further acknowledges U.S. DOT regulations, "Program Fraud Civil Remedies," 49 CFR Part 31, and apply to its actions pertaining to this Contract. Upon execution of the underlying Contract, Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to me made, pertaining to the underlying Contract or the FTA assisted project for which this Contract Work is being performed. In addition to other penalties that may be applicable, Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification,the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on Contractor to the extent the Federal Government deems Version June 28,2023 appropriate. Contractor also acknowledges that if it makes, or causes to me made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307 (n)(1) on the Contractor, to the extent the Federal Government deems appropriate. Contractor agrees to include the above clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 19. CLEAN WATER STATE REVOLVING FUNDS (CWSRF) AND DRINKING WATER STATE REVOLVING FUNDS (DWSRF) Should agencies be utilizing Clean Water State Revolving or Drinking Water State Revolving Funds, the following may apply as indicated by the Participating Public Agency: a. Neither the State, the U.S. EPA, nor any of its departments, agencies, or employees, are or will be a party to resulting work or local agreements when CWSRF or DWSRF are utilized. b. All laborers and mechanics employed by contractors and subcontractors on projects on projects funded directly by or assisted in whole or in part by and through the Clean Water State Revolving Funds (CWSRF) or the Drinking Water State Revolving Funds (DWSRF) shall be paid wages at rates not less than those prevailing on projects of a character similar in the locality as determined by the Secretary of Labor in accordance with subchapter IV of chapter 31 of title 40, United States Code.Wages to be paid on this project will be governed by the Department of Labor Wage General Decision or Decisions included in the bid documents for this project. c. Equal Opportunity in Employment—All qualified applicants will receive consideration for employment without regard to race, color, religion, sex (including pregnancy), sexual orientation, gender identity, national origin, age (40 or older), disability or genetic information. Bidders on this work will be required to comply with the Department of Labor regulations at 41 CFR Part 60-4, relating to Construction Contractors --Affirmative Action Requirements, which include the President's Executive Order No. 11246, as amended by Executive Order 11375 and Executive Order No. 13672, in the award and administration of contracts awarded under TWDB financial assistance agreements. Failure by the Contractor to carry out these requirements is a material breach, which may result in the termination of the awarded financial assistance. d. Contractors shall comply with all record keeping and reporting requirements under the Clean Water Act/Safe Drinking Water Act, including any reports required by a Federal agency or the Finance Authority such as performance indicators of program deliverables, information on costs and project progress.The Participate understands that(i)each contract and subcontract related to the Project is subject to audit by appropriate federal and state entities and (ii) failure to comply with the Clean Water Act/Safe Drinking Water Act and this Agreement may be a default hereunder that results in a repayment of the Loan in advance of the maturity of the Bonds and/or other remedial actions. The Davis-Bacon prevailing wage requirements apply to Contractors and Subcontractors performing on federally funded or assisted contracts in excess of $2,000 for the construction, alteration or repair (including painting) of a treatment works project under the CWSRF or a construction project under the DWSRF. e. For prime contracts in excess of$100,000, Contractors and Subcontractors must also, under the provisions of the Contract Work Hours and Safety Standards Act, as amended, pay laborers and mechanics, including guards and watchmen, at least one and one-half times their Version June 28,2023 regular rate of pay for all hours worked over 40 in a workweek. The Fair Labor Standards Act may also apply to Davis-Bacon covered contracts. f. Any contracts or subcontracts in excess of$2,000 must include the provisions of Davis-Bacon Wage Rate Requirements. g. Any local agreements or work awarded under this solicitation are subject to the American Iron and Steel (AIS) requirements of Section 608 of the Federal Water Pollution Control Act if CWSRF or DWSRF are involved. As such, the Contractor hereby represents and warrants to and for the benefit of the Participating Public Agency that (a)the Contractor has reviewed and understands the American Iron and Steel Requirement, (b) all of the iron and steel products used in CWSRF or DWSRF related projects will be and/or have been produced in the United States in a manner that complies with the American Iron and Steel Requirement, unless a waiver of the requirement is approved, and (c) the Contractor will provide any further verified information, certification or assurance of compliance with this paragraph, or information necessary to support a waiver of the American Iron and Steel Requirement, as may be requested by the Participating Public Agency. Notwithstanding any other provision of this Agreement, any failure to comply with this paragraph by the Contractor shall permit the Participating Public Agency to enforce this Agreement and recover as damages against the Contractor any loss, expense, or cost (including without limitation attorney's fees) incurred by the Participating Public Agency resulting from any such failure (including without limitation any impairment or loss of funding, whether in whole or in part. Offeror agrees to comply with all terms and conditions outlined in the FEMA Special Conditions section of this solicitation. Offeror's Name: Address, City, State, and Zip Code: Phone Number: Fax Number: Printed Name and Title of Authorized Representative: Email Address: Signature of Authorized Representative: Date: Version June 28,2023 FEDERAL TRANSIT ADMINISTRATION (FTA) AND DEPARTMENT OF TRANSPORTATION (DOT) SPECIAL CONDITIONS Awarded Supplier(s) (also referred to as Contractors) may be asked to provide products and services to agencies following Federal Transit Administration and/or Department of Transportation requirements. By submitting a response, the Supplier is accepting these FTA and DOT Special Conditions. NO GOVERNMENT OBLIGATION TO THIRD PARTIES These requirements do not apply to micro-purchases ($10,000 or less, except for construction contracts over $2,000). (1) The Participating Public Agency and contractor/vendor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the purchaser, contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS These requirements do not apply to micro-purchases ($10,000 or less, except for construction contracts over $2,000) (1) The contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies, "49 CFR Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the contractor to the extent the Federal Government deems appropriate. (2) The contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. 5307, the Government reserves the right to impose the penalties of 18 U.S.C. 1001 and 49 U.S.C. § 5323(1) on the contractor, to the extent the Federal Government deems appropriate. (3) contractor The agrees to include the above two clauses in each subcontract financed in whole or inP art with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. ACCESS TO RECORDS AND REPORTS (1)Record Retention.The Contractor will retain, and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents, reports, statistics, sub-agreements, leases, subcontracts, arrangements, other third party agreements of any type, and supporting materials related to those records. (2) Retention Period. The Contractor agrees to comply with the record retention requirements in accordance with 2 C.F.R. §200.333.The Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of at not less than three (3) years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto. (3)Access to Records. The Contractor agrees to provide sufficient access to FTA and its contractors to inspect and audit records and information related to performance of this contract as reasonably may be required. (4)Access to the Sites of Performance. The Contractor agrees to permit FTA and its contractors access to the sites of performance under this contract as reasonably may be required. Version June 28,2023 FEDERAL CHANGES (1)Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this Contract. Contractor agrees to: a) Maintain all books, records, accounts and reports required under this Contract for a period of not less than three (3) years after the date of termination or expiration of this Contract or any extensions thereof except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case Contractor agrees to maintain same until Public Agency, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. b) Permit any of the foregoing parties to inspect all work, materials, payrolls, and other data and records with regard to the Project, and to audit the books, records, and accounts with regard to the Project and to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed for the purpose of audit and examination. FTA does not require the inclusion of these requirements of Article 1.01 in subcontracts. Reference 49 CFR 18.39 (a)(11). CIVIL RIGHTS I TITLE VI REQUIREMENTS The Participating Public Agency is an Equal Opportunity Employer. As such, the Participating Public Agency agrees to comply with all applicable Federal civil rights laws and implementing regulations. Apart from inconsistent requirements imposed by Federal laws or regulations, the Participating Public Agency agrees to comply with the requirements of 49 U.S.C. § 5323(h) (3) by not using any Federal assistance awarded by FTA to support procurements using exclusionary or discriminatory specifications. Under this Agreement, the Contractor shall at all times comply with the following requirements and shall include these requirements in each subcontract entered into as part thereof. (1) Nondiscrimination — In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. 20000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. 6102, section 202 of the Americans with disabilities Act of 1990, 42 U.S.C. 12132, and Federal transit law at 49 U.S.C. 5332, the contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity — The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. §2000e et seq., and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. chapter 60, and Executive Order No. 11246, "Equal Employment Opportunity in Federal Employment," September 24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, national origin, or sex (including sexual orientation and gender identity). Such action shall include, but not be limited to, the following: employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Age - In accordance with the Age Discrimination in Employment Act, 29 U.S.C. §§ 621-634, U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, "Age Discrimination in Employment Act," 29 C.F.R. part 1625, the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., U.S. Health and Human Services regulations, "Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance," 45 C.F.R. part 90, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. Version June 28,2023 (c)Disabilities- In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. §4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (3) The contractor also agrees to include these requirements in each subcontract financed whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. INCORPORATION OF FTA 4220.1 F TERMS (1)The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT,whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, dated November 1, 2008, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA-mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The contractor shall not perform any act, fail to perform any act, or refuse to comply with any Participating Public Agency request, which would cause the Participating Public Agency to be in violation of the FTA terms and conditions. (2) Flow Down—The incorporation of FTA terms has unlimited flow down. DISADVANTAGED BUSINESS ENTERPRISE (DBE) The contractor, subrecipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 C.F.R. part 26 in the award and administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to: 1) Withholding monthly progress payments; 2) Assessing sanctions; 3) Liquidated damages; and/or 4) Disqualifying the contractor from future bidding as non-responsible. 49 C.F.R. § 26.13(b). 5) Non-Discrimination Assurances. Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. Contractor shall carry out all applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by Contractor to carry out these requirements is a material breach of this Contract. which may result in the termination of this Contract or other such remedy as public agency deems appropriate. Each subcontract Contractor signs with a subcontractor must include the assurance in this paragraph. (See 49 CFR 26.13(b)). 6) Prompt Payment. Contractor is required to pay each subcontractor performing Work under this prime Contract for satisfactory performance of that work no later than thirty (30) days after Contractor's receipt of payment for that Work from public agency. In addition, Contractor is required to return any retainage payments to those subcontractors within thirty (30) days after the subcontractor's work related to this Contract is satisfactorily completed and any liens have been secured. Any delay or postponement of payment from the above time frames may occur only for good cause following written approval of public agency. This clause applies to both DBE and non-DBE subcontractors. Contractor must promptly notify public agency whenever a DBE subcontractor performing Work related to this Contract is terminated or fails to complete its Work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. Contractor may not terminate any DBE subcontractor and perform that Work through its own forces, or those of an affiliate, without prior written consent of Participating Public Agency. 7) DBE Program. In connection with the performance of this Contract, Contractor will cooperate with public agency in meeting its commitments and goals to ensure that DBEs shall have the maximum practicable opportunity to compete for subcontract work, regardless of whether a contract goal is set for this Contract. Contractor agrees to use good faith efforts to carry out a policy in the award of its Version June 28,2023 subcontracts, agent agreements, and procurement contracts which will, to the fullest extent, utilize DBEs consistent with the efficient performance of the Contract. ENERGY CONSERVATION REQUIREMENTS Contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plans issued under the Energy Policy and Conservation Act, as amended, 42 U.S.C. Sections 6321 et seq. and 41 CFR Part 301-10. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS 1) The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, dated November 1, 2008, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA-mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The contractor shall not perform any act, fail to perform any act, or refuse to comply with any Participating Public Agency request, which would cause the Participating Public Agency to be in violation of the FTA terms and conditions. 2) Flow Down —The incorporation of FTA terms has unlimited flow down. SUSPENSION AND DEBARMENT The Contractor shall comply and facilitate compliance with U.S. DOT regulations, "Nonprocurement Suspension and Debarment," 2 C.F.R. part 1200, which adopts and supplements the U.S. Office of Management and Budget (U.S. OMB)"Guidelines to Agencies on Government Wide Debarment and Suspension (Nonprocurement)," 2 C.F.R. part 180. These provisions apply to each contract at any tier of $25,000 or more, and to each contract at any tier for a federally required audit (irrespective of the contract amount), and to each contract at any tier that must be approved by an FTA official irrespective of the contract amount. As such, the Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally funded contract and are not presently declared by any Federal department or agency to be: a) Debarred from participation in any federally assisted Award; b) Suspended from participation in any federally assisted Award; c) Proposed for debarment from participation in any federally assisted Award; d) Declared ineligible to participate in any federally assisted Award; e)Voluntarily excluded from participation in any federally assisted Award; or f) Disqualified from participation in ay federally assisted Award. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by the AGENCY. If it is later determined by the AGENCY that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the AGENCY, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. part 180, subpart C, as supplemented by 2 C.F.R. part 1200, while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. NO FEDERAL GOVERNMENT OBLIGATIONS TO THIRD PARTIES Agency and Contractor acknowledge and agree that, absent the Federal Government's express written consent and notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to agency, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract. Contractor agrees to include the above clause in each subcontract financed in whole or in part with federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. Version June 28,2023 CARGO PREFERENCE REQUIREMENTS Use of United States-Flag Vessels. The contractor agrees: 1) To use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels. 2) To furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 days following the date of loading for shipments originating outside the United States, a legible copy of a rated, "on-board" commercial ocean bill-of-lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington D.C. 20590 and the FTA recipient(through the contractor in the case of a subcontractor's bill-of lading). 3) To include these requirements in all subcontracts issued pursuant to the contract when the subcontract may involve the transport of equipment, materials, or commodities by ocean vessel. FLY AMERICA Fly America Requirements: 1) Definitions. As used in this clause- "International air transportation" means transportation by air between a place in the United States and a place outside the United States or between two places both of which are outside the United States. "United States" means the 50 States, the District of Columbia, and outlying areas. "U.S.-flag air carrier" means an air carrier holding a certificate under 49 U.S.C. Chapter 411. 2) When Federal funds are used to fund travel, Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974(49 U.S.C.40118)(Fly America Act)requires contractors, recipients, and others use U.S.-flag air carriers for U.S. Government-financed international air transportation of personnel (and their personal effects) or property, to the extent that service by those carriers is available. It requires the Comptroller General of the United States, in the absence of satisfactory proof of the necessity for foreign-flag air transportation, to disallow expenditures from funds, appropriated or otherwise established for the account of the United States, for international air transportation secured aboard a foreign-flag air carrier if a U.S.-flag air carrier is available to provide such services. 3) If available, the contractor, in performing work under this contract, shall use U.S.-flag carriers for international air transportation of personnel (and their personal effects) or property. 4) In the event that the contractor selects a carrier other than a U.S.-flag air carrier for international air transportation, the contractor shall include a statement on vouchers involving such transportation essentially as follows: Statement of Unavailability of U.S.-Flag Air Carriers International air transportation of persons (and their personal effects) or property by U.S.-flag air carrier was not available or it was necessary to use foreign-flag air carrier service for the following reasons. See FAR § 47.403. Stated Reason(s): 5) The contractor shall include the substance of this clause, including this paragraph, in each subcontract or purchase under this contract that may involve international air transportation. Version June 28,2023 RECYCLED PRODUCTS 1) The Contractor agrees to provide a preference for those products and services that conserve natural resources, protect the environment, and are energy efficient by complying with and facilitating compliance with Section 6002 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6962, and U.S. Environmental Protection Agency (U.S. EPA), "Comprehensive Procurement Guideline for Products Containing Recovered Materials," 40 C.F.R. part 247. CONFORMANCE WITH ITS NATIONAL ARCHITECTURE When applicable: 1) Contractor shall conform, to the extent applicable, to the National Intelligent Transportation Standards architecture as required by SAFETEA-LU Section 5307(c), 23 U.S.C. Section 512 and as amended by MAP-21 23 U.S.C. § 517(d), note and follow the provisions of FTA Notice, "FTA National Architecture Policy on Transit Projects," 66 Fed. Reg.1455 et seq., January 8, 2001, and any other implementing directives FTA may issue at a later date, except to the extent FTA determines otherwise in writing. ADA ACCESS 1) In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. SAFE OPERATION OF MOTOR VEHICLES 1) Seat Belt Use - The Contractor is encouraged to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company-owned vehicles, company- rented vehicles, or personally operated vehicles. The terms "company-owned" and "company-leased" refer to vehicles owned or leased either by the Contractor or Participating Public Agency. 2) Distracted Driver-The Contractor agrees to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Contactor owns, leases, or rents, or a privately-owned vehicle when on official business in connection with the work performed under this agreement. PROMPT PAYMENT 1) The Prime Contractor shall pay any Subcontractor for work that has been satisfactorily performed no later than thirty (30) days from the date of the Prime Contractor's receipt of each payment made by the Participating Public Agency. Additionally, within thirty (30) days of satisfactory completion of all work required of the Subcontractor, the Prime Contractor shall release any retainage payments withheld to the Subcontractor. FTA PROTEST NOTIFICATION A protestant must exhaust all Participating Public Agency Procurement administrative procedures and remedies before pursuing a protest with the FTA. 1) Any and all protests shall be in writing and shall be filed with the Purchasing Manager with the Participating Public Agency. A protest relating to the process for determining the most responsive and responsible contractor shall be filed within five (5) business days after the protestor knows or should have known the basis of the determination. The Contract Officer shall respond to a protest within fourteen (14) calendar days after the receipt of the protest. The Purchasing Manager may grant the Contract Officer an extension for the response if warranted. A request for reconsideration of any and all determinations by the Contract Officer shall be filed with the Purchasing Manager within seven (7) calendar days after the receipt of the determination. Version June 28,2023 2) A protest shall include: a. The name, address, and telephone number, including FAX number if available, of the protestor; b. The signature of the protestor or authorized representative; c. Identification of the contract/solicitation; d. A detailed statement of the legal and/or factual grounds of protest including copies and/or citations of relevant documents, and; e. The form of relief requested. 3) If any of the above information is omitted or incomplete, then the Protestor shall be notified, in writing, within two (2) calendar days after that determination, and the Protestor shall have two (2) calendar days in which to remedy the specified problem. 4) The Participating Public Agency will not make award prior to the resolution of a protest, or open bids prior to resolution of a protest filed before bid opening unless the Purchasing Manager determines in writing that it is in the best interests of the Participating Public Agency or in keeping with Item 7 of this procedure to do otherwise. Potential contractors will be advised of a pending protest if the protest is filed before award. 5) The Purchasing Manager may allow for an informal conference on the merits of a protest with all interested parties allowed to attend. Interested parties include all bidding contractors, and may also include a subcontractor or supplier provided they have a substantial economic interest in a portion of the IFB or RFP. 6) The Purchasing Manager shall respond "in writing", in detail, to each substantial issue raised in the protest. The Purchasing Manager has the sole authority to make determinations for the Participating Public Agency, and a determination shall be considered final when it is labeled as such. A request for reconsideration will be allowed by the Purchasing Manager if he determines that data has become available that was not previously known, or that there has been an error of law or regulation. 7) The Participating Public Agency may proceed with procurement when a protest is pending if the Participating Public Agency determines that: a. The items to be procured are urgently required; b. Delivery or performance will be unduly delayed by failure to make the award promptly; or c. Failure to make award will otherwise cause undue harm to the grantee for the Federal Government. 8) FTA will only entertain a protest that alleges: a. The Participating Public Agency failed to have or to adhere to its protest procedures, or failed to review a complaint or protest; or b. Violations of Federal law or regulation. Version June 28,2023 9) A protest to FTA must be filed in accordance with FTA Circular 4220.1F, available from the Contract Officer. Specifically, protestors shall file a protest with FTA Region 9 or FTA Headquarters Office no later than five(5)days after a final decision is rendered under the Participating Public Agency's protest procedure. In instances where the protestor alleges that the Participating Public Agency failed to make a final determination on the protest, protestors shall file a protest with FTA not later than five (5) calendar days after the protester knew or should have known of the grantee's failure to render a final determination on the protest. A protest filed with FTA shall: a. Include the name and address of the protestor. b. Identify the grantee, project number, and the number of the contract solicitation. c. Contain a statement of the grounds for protest and any supporting documentation. This should detail the alleged failure to have or adhere to protest procedures, failure to review a complaint or protest; or Violation of Federal law or regulation. Include a copy of the local protest filed with the grantee and a copy of the grantee's decision, if any. Version June 28,2023 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' ability to promote the Master Agreement in the State of New Jersey. DOC #1 Ownership Disclosure Form DOC #2 Non-Collusion Affidavit DOC #3 Affirmative Action Affidavit DOC #4 Political Contribution Disclosure Form DOC #5 Stockholder Disclosure Certification DOC #6 Disclosure of Investment Activities in Iran, Russia and Belarus DOC #7 New Jersey Business Registration Certificate DOC #8 EEOAA Evidence DOC #9 MacBride Principals Form New Jersey suppliers are required to comply with the following New Jersey statutes when applicable: • all anti-discrimination laws, including those contained in N.J.S.A. 10:2-1 through N.J.S.A. 10:2-14, N.J.S.A. 10:5-1, and N.J.S.A. 10:5-31 through 10:5-38; • Prevailing Wage Act, N.J.S.A. 34:11-56.26, for all contracts within the contemplation of the Act; • Public Works Contractor Registration Act, N.J.S.A. 34:11-56.26; and • Bid and Performance Security, as required by the applicable municipal or state statutes. Version June 28,2023 DOC #1 STATEMENT OF OWNERSHIP DISCLOSURE N.J.S.A. 52:25-24.2 (P.L. 1977, c.33, as amended by P.L. 2016, c.43) This statement shall be completed, certified to, and included with all bid and proposal submissions. Failure to submit the required information is cause for automatic rejection of the bid or proposal. Name of Organization: Organization Address: Part I Check the box that represents the type of business organization: O Sole Proprietorship (skip Parts II and III, execute certification in Part IV) O Non-Profit Corporation (skip Parts II and III, execute certification in Part IV) O For-Profit Corporation (any type) 0 Limited Liability Company (LLC) O Partnership 0 Limited Partnership 0 Limited Liability Partnership (LLP) O Other (be specific): Part II O The list below contains the names and addresses of all stockholders in the corporation who own 10 percent or more of its stock, of any class, or of all individual partners in the partnership who own a 10 percent or greater interest therein, or of all members in the limited liability company who own a 10 percent or greater interest therein, as the case may be. (COMPLETE THE LIST BELOW IN THIS SECTION) OR O No one stockholder in the corporation owns 10 percent or more of its stock, of any class, or no individual partner in the partnership owns a 10 percent or greater interest therein, or no member in the limited liability company owns a 10 percent or greater interest therein, as the case may be. (SKIP TO PART IV) (Please attach additional sheets if more space is needed): Name of Individual or Business Entity Home Address(for Individuals)or Business Address Version June 28,2023 Part III DISCLOSURE OF 10% OR GREATER OWNERSHIP IN THE STOCKHOLDERS, PARTNERS OR LLC MEMBERS LISTED IN PART II If a bidder has a direct or indirect parent entity which is publicly traded, and any person holds a 10 percent or greater beneficial interest in the publicly traded parent entity as of the last annual federal Security and Exchange Commission (SEC) or foreign equivalent filing, ownership disclosure can be met by providing links to the website(s) containing the last annual filing(s) with the federal Securities and Exchange Commission (or foreign equivalent) that contain the name and address of each person holding a 10% or greater beneficial interest in the publicly traded parent entity, along with the relevant page numbers of the filing(s) that contain the information on each such person. Attach additional sheets if more space is needed. Website(URL)containing the last annual SEC(or foreign equivalent)filing Page#'s Please list the names and addresses of each stockholder, partner or member owning a 10 percent or greater interest in any corresponding corporation, partnership and/or limited liability company (LLC) listed in Part II other than for any publicly traded parent entities referenced above. The disclosure shall be continued until names and addresses of every noncorporate stockholder, and individual partner, and member exceeding the 10 percent ownership criteria established pursuant to N.J.S.A. 52:25-24.2 has been listed. Attach additional sheets if more space is needed. Stockholder/Partner/Member and Corresponding Home Address(for Individuals)or Business Address Entity Listed in Part II Part IV Certification I, being duly sworn upon my oath, hereby represent that the foregoing information and any attachments thereto to the best of my knowledge are true and complete. I acknowledge: that I am authorized to execute this certification on behalf of the bidder/proposer; that the <name of contracting unit> is relying on the information contained herein and that I am under a continuing obligation from the date of this certification through the completion of anycontracts with <type of contractingunit>to notifythe <type typ of contracting unit> in writing of any changes to the information contained herein; that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification, and if I do so, I am subject to criminal prosecutior under the law and that it will constitute a material breach of my agreement(s)with the, permitting the <type of contracting unit>to declare any contract(s) resulting from this certification void and unenforceable. Full Name(Print): Title: Signature: Date: Version June 28,2023 DOC #2 NON-COLLUSION AFFIDAVIT STANDARD BID DOCUMENT REFERENCE Reference: VII-H Name of Form: NON-COLLUSION AFFIDAVIT Statutory Reference: No specific statutory reference State Statutory Reference N.J.S.A. 52:34-15 Instructions Reference: Statutory and Other Requirements VII-H The Owner's use of this form is optional. It is used to ensure that Description: the bidder has not participated in any collusion with any other bidder or Owner representative or otherwise taken any action in restraint of free and competitive bidding. Version June 28,2023 NON-COLLUSION AFFIDAVIT State of New Jersey County of ss: I, residing in (name of affiant) (name of municipality) in the County of and State of of full age,being duly sworn according to law on my oath depose and say that: Iam of the firm of (title or position) (name of firm) the bidder making this Proposal for the bid entitled , and that I executed the said proposal with (title of bid proposal) full authority to do so that said bidder has not, directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free, competitive bidding in connection with the above named project; and that all statements contained in said proposal and in this affidavit are true and correct, and made with full knowledge that the relies upon the truth of the statements contained in said Proposal (name of contracting unit) and in the statements contained in this affidavit in awarding the contract for the said project. I further warrant that no person or selling agency has been employed or retained to solicit or secure such contract upon an agreement or understanding for a commission, percentage,brokerage, or contingent fee, except bona fide employees or bona fide established commercial or selling agencies maintained by Subscribed and sworn to before me this day Signature , 2 (Type or print name of affiant under signature) Notary public of My Commission expires (Seal) Version June 28,2023 DOC #3 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 photocopy of a valid letter that the contractor is operating under an existing Federally approved or sanctioned affirmative action program(good for one year from the date of the letter); OR 2. A photocopy of a Certificate of Employee Information Report approval, issued in accordance with N.J.A.C. 17:27-4; OR 3. A photocopy of an Employee Information Report(Form AA302)provided by the Division of Contract Compliance and Equal Employment Opportunity in Public Contracts and distributed to the public agency to be completed by the contractor in accordance with N.J.A.C. 17:27-4. Public Work—Over $50,000 Total Prolect Cost: A. No approved Federal or New Jersey Affirmative Action Plan. We will complete Report Form AA201. A project contract ID number will be assigned to your firm upon receipt of the completed Initial Project Workforce Report (AA201) for this contract. B. Approved Federal or New Jersey Plan—certificate enclosed I 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 Version June 28,2023 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 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 Version June 28,2023 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://www.nj.gov/dca/divisions/digs/resources/lfns 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 http://www.nj.gov/dca/divisions/digs/programs/Ipcl.html#12. They will be updated from time-to-time as necessary. b. A public agency using these forms should edit them to properly reflect the correct legislative 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 http://www.nj.gov/dca/divisions/digs/resources/lfns2006.html). 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. Version June 28,2023 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: o of the public entity awarding the contract o of that county in which that public entity is located o of another public entity within that county o 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. * 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.l 9:44A-10.1)for the purpose of receiving contributions and making expenditures." Version June 28,2023 DOC #4, continued C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Required Pursuant to N.J.S.A. 19:44A-20.26 This form or its permitted facsimile must be submitted to the local unit no later than 10 days prior to the award of the contract. Part I -Vendor Information Vendor Name: Address: City: State: Zip: The undersigned being authorized to certify,hereby certifies that the submission provided herein represents compliance with the provisions of N.J.S.A. 19:44A-20.26 and as represented by the Instructions accompanying this form. Signature Printed Name Title Part II - Contribution Disclosure Disclosure requirement: Pursuant to N.J.S.A. 19:44A-20.26 this disclosure must include all reportable political contributions (more than $300 per election cycle) over the 12 months prior to submission to the committees of the government entities listed on the form provided by the local unit. ❑ Check here if disclosure is provided in electronic form Contributor Name Recipient Name Date Dollar Amount ❑ Check here if the information is continued on subsequent page(s) Version June 28,2023 DOC #4, continued List of Agencies with Elected Officials Required for Political Contribution Disclosure N.J.S.A. 19:44A-20.26 County Name: State: Governor,and Legislative Leadership Committees Legislative District#s: State Senator and two members of the General Assembly per district. County: Freeholders County Clerk Sheriff (County Executive) Surrogate Municipalities(Mayor and members of governing body,regardless of title): USERS SHOULD CREATE THEIR OWN FORM, OR DOWNLOAD FROM THE PAY TO PLAY SECTION OF THE DLGS WEBSITE A COUNTY—BASED, CUSTOMIZABLE FORM. Version June 28,2023 DOC #5 STOCKHOLDER DISCLOSURE CERTIFICATION Name of Business: O I 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 it O I certify that no one stockholder owns 10% or more of the issued and outstanding stock of the undersigned. Check the box that represents the type of business organization: O Partnership 0 Corporation 0 Sole Proprietorship ['Limited Partnership 0 Limited Liability Corporation 0 Limited Liability Partnership O Subchapter S Corporation Sign and notarize the form below, and if necessary, complete the stockholder list below. Stockholders: ' s Name: Name: Home Address: Home Address: Name: Name: Home Address: Home Address: Name: Name: Home Address: Home Address: Subscribed and sworn before me this day of , 2 . (Affiant) (Notary Public) (Print name&title of affiant) My Commission expires: (Corporate Seal) Version June 28,2023 DOC #6 DISCLOSURE OF INVESTMENT ACTIVITIES IN IRAN.RUSSIA AND BELARUS N.J.S.A.52:32-57,et seq.(P.L. 2012,c.25 and P.L.2021,c.4) and N.J.S.A.52:32-60.1 Pursuant to N.J.S.A. 52:32-57, et seq. (P.L. 2012, c.25 and P.L. 2021, c.4) and N.J.S.A. 52:32-60.1 any person or entity that submits a bid or proposal or otherwise proposes to enter into or renew a contract must certify that neither the person nor entity,nor any of its parents,subsidiaries,or affiliates, is identified on the New Jersey Department of the Treasury's Chapter 25 List as a person or entity engaged in investment activities in Iran, Russia or Belarus. The Chapter 25 list is found on the Division's website at https://www.state.nj.us/treasury/purchase/.Vendors/Bidders must review this list prior to completing the below certification. If the Qualified Purchasing Agent of the Atlantic County Utilities Authority finds a person or entity to be in violation of the law,he shall take action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance,recovering damages,declaring the party in default and seeking debarment or suspension of the party. CHECK THE APPROPRIATE RON I certify,pursuant to N.J.S.A.52:32-57,et seq.(P.L.2012,c.25 and P.L.2021,c.4),and N.J.S.A.52:32-60.1 that neither the Vendor/Bidder listed above nor any of its parents,subsidiaries,or affiliates is listed on the New Jersey Department of the Treasury's Chapter 25 List of entities determined to be engaged in prohibited activities in Iran,Russia or Belarus. OR ❑ I am unable to certify as above because the Vendor/Bidder and/or one or more of its parents,subsidiaries,or affiliates is listed on the New Jersey Department of the Treasury's Chapter 25 List. I will provide a detailed, accurate and precise description of the activities of the Vendor/Bidder,or one of its parents,subsidiaries or affiliates,has engaged in regarding investment activities in Iran by completing the information requested below. Entity Engaged in Investment Activities Relationship to Vendor/Bidder Description of Activities Duration of Engagement Anticipated Cessation Date Attach Additional Sheets If Necessary. CERTIFICATION I,the undersigned,certify that I am authorized to execute this certification on behalf of the Vendor,that the foregoing information and any attachments hereto,to the best of my knowledge are true and complete. I acknowledge that the ACUA is relying on the information contained herein,and that the Vendor is under a continuing obligation from the date of this certification through the completion of any contract(s)with the ACUA to notify the Qualified Purchasing Agent in writing of any changes to the information contained herein; that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification. If I do so, I will be subject to criminal prosecution under the law,and it will constitute a material breach of my agreement(s)with the ACUA,I am permitting the ACUA to declare any contract(s)resulting from this certification void and unenforceable. Printed Name of Authorized Agent Signature zed ofAuthorized Agent f Title Date Company Name Version June 28,2023 DOC #7 NEW JERSEY BUSINESS REGISTRATION CERTIFICATE (N.J.S.A. 52:32-44) Offerors wishing to do business in New Jersey must submit their State Division of Revenue issued Business Registration Certificate with their proposal here. Failure to do so will disqualify the Offeror from offering products or services in New Jersey through any resulting contract. https://www.niportal.com/DOR/BusinessRegistration/ Version June 28,2023 DOC #8 EEOAA EVIDENCE Equal Employment Opportunity/Affirmative Action Goods, Professional Services & General Service Projects EEO/AA Evidence Vendors are required to submit evidence of compliance with N.J.S.A. 10:5-31 et seq. and N.J.A.C. 17:27 in order to be considered a responsible vendor. One of the following must be included with submission: • Copy of Letter of Federal Approval • Certificate of Employee Information Report • Fully Executed Form AA302 • Fully Executed EEO-1 Report See the guidelines at: https://www.state.nj.us/treasury/contract_compli ance/documents/pdf/guide lines/pa.pdf for further information. I certify that my bid package includes the required evidence per the above list and State website. Name: Title: Signature: Date: DOC #9 MACBRIDE-PRINCIPLES 70, HE S STATE OF NEW JERSEY DEPARTMENT OF THE TREASURY 74:4, (4,1 DIVISION OF PURCHASE AND PROPERTY �A 33 WEST STATE STREET, P.O. BOX 230 T/ TRENTON,NEW JERSEY 08625-0230 MACBRIDE PRINCIPALS FORM BID SOLICITATION#: VENDORBIDDER: VENDOR'S/BIDDER'S REQUIREMENT TO PROVIDE A CERTIFICATION IN COMPLIANCE WITH THE MACBRIDE PRINCIPALS AND NORTHERN IRELAND ACT OF 1989 Pursuant to Public Law 1995, c. 134, a responsible Vendor/Bidder selected, after public bidding, by the Director of the Division of Purchase and Property, pursuant to N.J.S.A. 52:34-12, must complete the certification below by checking one of the two options listed below and signing where indicated. If a Vendor/Bidder that would otherwise be awarded a purchase, contract or agreement does not complete the certification,then the Director may determine, in accordance with applicable law and rules,that it is in the best interest of the State to award the purchase,contract or agreement to another Vendor/Bidder that has completed the certification and has submitted a bid within five(5) percent of the most advantageous bid. If the Director finds contractors to be in violation of the principals that are the subject of this law, he/she shall take such action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debarment or suspension of the party. I the undersigned, certifypursuant to N.J.S.A. 52:34-12.2 that: on behalf the Vendor/Bidder, ❑ CHECK THE APPROPRIATE BO\ The Vendor/Bidder has no business operations in Northern Ireland; or OR ❑ The Vendor/Bidder will take lawful steps in good faith to conduct any business operations it has in Northern Ireland in accordance with the MacBride principals of nondiscrimination in employment as set forth in section 2 of P.L. 1987, c. 177 (N.J.S.A. 52:18A-89.5) and in conformance with the United Kingdom's Fair Employment(Northern Ireland) Act of 1989, and permit independent monitoring of its compliance with those principals. CERTIFICATION I,the undersigned,certify that I am authorized to execute this certification on behalf of the Vendor/Bidder,that the foregoing information and any attachments hereto, to the best of my knowledge are true and complete. I acknowledge that the State of New Jersey is relying on the information contained herein, and that the Vendor/Bidder is under a continuing obligation from the date of this certification through the completion of any contract(s) with the State to notify the State in writing of any changes to the information contained herein; that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification. If I do so,I will be subject to criminal prosecution under the law,and it will constitute a material breach of my agreement(s) with the State, permitting the State to declare any contract(s) resulting from this certification to be void and unenforceable. Signature Date Version June 28,2023 Print Name and Title Exhibit H Advertising Compliance Requirement Pursuant to certain state notice provisions,including but not limited to Oregon Revised Statutes Chapter 279A.210,Chapter 279A.220,and other related provisions,the following public agencies and political subdivisions of the referenced public agencies are eligible to register with OMNIA Partners 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 complyingwith the procedural requirements of said statutes: Nationwide: State of Alabama State of Hawaii Commonwealth 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 Carolina State of Texas State of Arkansas State of Indiana State of Mississippi State of North Dakota State of Utah State of California State of Iowa State of Missouri State of Ohio State of Vermont State of Colorado State of Kansas State of Montana State of Oklahoma Commonwealth of Virginia State of Connecticut Commonwealth of State of Nebraska State of Oregon State of Washington Kentucky State of Delaware State of Louisiana State of Nevada Commonwealth of State of West Pennsylvania Virginia State of Florida State of Maine State of New Hampshire State of Rhode Island State of Wisconsin State of Georgia State of Maryland State of New Jersey State of South Carolina State of Wyoming District of Columbia U.S.Territories Lists of political subdivisions and local governments in the above referenced states/districts,and territories may be found at http://www.usa.gov/state-governments and https://www.usa.gov/local-governments. Certain Public Agencies and Political Subdivisions: CITIES,TOWNS,VILLAGES AND BOROUGHS CITY OF GOLD HILL,OR INCLUDING BUT NOT LIMITED TO: CITY OF GRANTS PASS,OR BAKER CITY GOLF COURSE,OR CITY OF GRESHAM,OR CITY OF ADAIR VILLAGE,OR CITY OF HILLSBORO,OR CITY OF ASHLAND,OR CITY OF INDEPENDENCE,OR CITY OF AUMSVILLE,OR CITY AND COUNTY OF HONOLULU,HI CITY OF AURORA,OR CITY OF KENNER,LA CITY OF BAKER,OR CITY OF LA GRANDE,OR CITY OF BATON ROUGE,LA CITY OF LAFAYETTE,LA CITY OF BEAVERTON,OR CITY OF LAKE CHARLES,OR CITY OF BEND,OR CITY OF LEBANON,OR CITY OF BOARDMAN,OR CITY OF MCMINNVILLE,OR CITY OF BONANAZA,OR CITY OF MEDFORD,OR CITY OF BOSSIER CITY,LA CITY OF METAIRIE,LA CITY OF BROOKINGS,OR CITY OF MILL CITY,OR CITY OF BURNS,OR CITY OF MILWAUKIE,OR CITY OF CANBY,OR CITY OF MONROE,LA CITY OF CANYONVILLE,OR CITY OF MOSIER,OR CITY OF CLATSKANIE,OR CITY OF NEW ORLEANS,LA CITY OF COBURG,OR CITY OF NORTH PLAINS,OR CITY OF CONDON,OR CITY OF OREGON CITY,OR CITY OF COQUILLE,OR CITY OF PILOT ROCK,OR CITY OF CORVALLI,OR CITY OF PORTLAND,OR CITY OF CORVALLIS PARKS AND RECREATION CITY OF POWERS,OR DEPARTMENT,OR CITY OF PRINEVILLE,OR CITY OF COTTAGE GROVE,OR CITY OF REDMOND,OR CITY OF DONALD,OR CITY OF REEDSPORT,OR CITY OF EUGENE,OR CITY OF RIDDLE,OR CITY OF FOREST GROVE,OR CITY OF ROGUE RIVER,OR Version June 28,2023 CITY OF ROSEBURG,OR DEWEYVILLE,UT CITY OF SALEM,OR DRAPER CITY,UT CITY OF SANDY,OR DUCHESNE,UT CITY OF SCAPPOOSE,OR EAGLE MOUNTAIN,UT CITY OF SHADY COVE,OR EAST CARBON,UT CITY OF SHERWOOD,OR ELK RIDGE,UT CITY OF SHREVEPORT,LA ELMO,UT CITY OF SILVERTON,OR ELSINORE,UT CITY OF SPRINGFIELD,OR ELWOOD,UT CITY OF ST.HELENS,OR EMERY,UT CITY OF ST.PAUL,OR ENOCH,UT CITY OF SULPHUR,LA ENTERPRISE,UT CITY OF TIGARD,OR EPHRAIM,UT CITY OF TROUTDALE,OR ESCALANTE,UT CITY OF TUALATIN,OR EUREKA,UT CITY OF WALKER,LA FAIRFIELD,UT CITY OF WARRENTON,OR FAIRVIEW,UT CITY OF WEST LINN,OR FARMINGTON,UT CITY OF WILSONVILLE,OR FARR WEST,UT CITY OF WINSTON,OR FAYETTE,UT CITY OF WOODBURN,OR FERRON,UT LEAGUE OF OREGON CITES FIELDING,UT THE CITY OF HAPPY VALLEY OREGON FILLMORE,UT ALPINE,UT FOUNTAIN GREEN,UT ALTA,UT FRANCIS,UT ALTAMONT,UT FRUIT HEIGHTS,UT ALTON,UT GARDEN CITY,UT AMALGA,UT GARLAND,UT AMERICAN FORK CITY,UT GENOLA,UT ANNABELLA,UT GLENDALE,UT ANTIMONY,UT GLENWOOD,UT APPLE VALLEY,UT GOSHEN,UT AURORA,UT GRANTSVILLE,UT BALLARD,UT GREEN RIVER,UT BEAR RIVER CITY,UT GUNNISON,UT BEAVER,UT HANKSVILLE,UT BICKNELL,UT HARRISVILLE,UT BIG WATER,UT HATCH,UT BLANDING,UT HEBER CITY CORPORATION,UT BLUFFDALE,UT HELPER,UT BOULDER,UT HENEFER,UT CITY OF BOUNTIFUL,UT HENRIEVILLE,UT BRIAN HEAD,UT HERRIMAN,UT BRIGHAM CITY CORPORATION,UT HIDEOUT,UT BRYCE CANYON CITY,UT HIGHLAND,UT CANNONVILLE,UT HILDALE,UT CASTLE DALE,UT HINCKLEY,UT CASTLE VALLEY,UT HOLDEN,UT CITY OF CEDAR CITY,UT HOLLADAY,UT CEDAR FORT,UT HONEYVILLE,UT CITY OF CEDAR HILLS,UT HOOPER,UT CENTERFIELD,UT HOWELL,UT CENTERVILLE CITY CORPORATION,UT HUNTINGTON,UT CENTRAL VALLEY,UT HUNTSVILLE,UT CHARLESTON,UT CITY OF HURRICANE,UT CIRCLEVILLE,UT HYDE PARK,UT CLARKSTON,UT HYRUM,UT CLAWSON,UT INDEPENDENCE,UT CLEARFIELD,UT IVINS,UT CLEVELAND,UT JOSEPH,UT CLINTON CITY CORPORATION,UT JUNCTION,UT COALVILLE,UT 'CAMAS,UT CORINNE,UT KANAB,UT CORNISH,UT KANARRAVILLE,UT COTTONWOOD HEIGHTS,UT KANOSH,UT DANIEL,UT KAYSVILLE,UT DELTA,UT KINGSTON,UT Version June 28,2023 KOOSHAREM,UT RANDOLPH,UT LAKETOWN,UT REDMOND,UT LA VERKIN,UT RICHFIELD,UT LAYTON,UT RICHMOND,UT LEAMINGTON,UT RIVERDALE,UT LEEDS,UT RIVER HEIGHTS,UT LEHI CITY CORPORATION,UT RIVERTON CITY,UT LEVAN,UT ROCKVILLE,UT LEWISTON,UT ROCKY RIDGE,UT LINDON,UT ROOSEVELT CITY CORPORATION,UT LOA,UT ROY,UT LOGAN CITY,UT RUSH VALLEY,UT LYMAN,UT CITY OF ST.GEORGE,UT LYNNDYL,UT SALEM,UT MANILA,UT SALINA,UT MANTI,UT SALT LAKE CITY CORPORATION,UT MANTUA,UT SANDY,UT MAPLETON,UT SANTA CLARA,UT MARRIOTT-SLATERVILLE,UT SANTAQUIN,UT MARYSVALE,UT SARATOGA SPRINGS,UT MAYFIELD,UT SCIPIO,UT MEADOW,UT SCOFIELD,UT MENDON,UT SIGURD,UT MIDVALE CITY INC.,UT SMITHFIELD,UT MIDWAY,UT SNOWVILLE,UT MILFORD,UT CITY OF SOUTH JORDAN,UT MILLVILLE,UT SOUTH OGDEN,UT MINERSVILLE,UT CITY OF SOUTH SALT LAKE,UT MOAB,UT SOUTH WEBER,UT MONA,UT SPANISH FORK,UT MONROE,UT SPRING CITY,UT CITY OF MONTICELLO,UT SPRINGDALE,UT MORGAN,UT SPRINGVILLE,UT MORONI,UT STERLING,UT MOUNT PLEASANT,UT STOCKTON,UT MURRAY CITY CORPORATION,UT SUNNYSIDE,UT MYTON,UT SUNSET CITY CORP,UT NAPLES,UT SYRACUSE,UT NEPHI,UT TABIONA,UT NEW HARMONY,UT CITY OF TAYLORSVILLE,UT NEWTON,UT TOOELE CITY CORPORATION,UT NIBLEY,UT TOQUERVILLE,UT NORTH LOGAN,UT TORREY,UT NORTH OGDEN,UT TREMONTON CITY,UT NORTH SALT LAKE CITY,UT TRENTON,UT OAK CITY,UT TROPIC,UT OAKLEY,UT UINTAH,UT OGDEN CITY CORPORATION,UT VERNAL CITY,UT OPHIR,UT VERNON,UT ORANGEVILLE,UT VINEYARD,UT ORDERVILLE,UT VIRGIN,UT OREM,UT WALES,UT PANGUITCH,UT WALLSBURG,UT PARADISE,UT WASHINGTON CITY,UT PARAGONAH,UT WASHINGTON TERRACE,UT PARK CITY,UT WELLINGTON,UT PAROWAN,UT WELLSVILLE,UT PAYSON,UT WENDOVER,UT PERRY,UT WEST BOUNTIFUL,UT PLAIN CITY,UT WEST HAVEN,UT PLEASANT GROVE CITY,UT WEST JORDAN,UT PLEASANT VIEW,UT WEST POINT,UT PLYMOUTH,UT WEST VALLEY CITY,UT PORTAGE,UT WILLARD,UT PRICE,UT WOODLAND HILLS,UT PROVIDENCE,UT WOODRUFF,UT PROVO,UT WOODS CROSS,UT Version June 28,2023 UMATILLA COUNTY,OR COUNTIES AND PARISHES INCLUDING BUT NOT UNION COUNTY,OR LIMITED TO: WALLOWA COUNTY,OR ASCENSION PARISH,LA WASCO COUNTY,OR ASCENSION PARISH,LA,CLEAR OF COURT WASHINGTON COUNTY,OR CADDO PARISH,LA WEST BATON ROUGE PARISH,LA CALCASIEU PARISH,LA WHEELER COUNTY,OR CALCASIEU PARISH SHERIFF'S OFFICE,LA YAMHILL COUNTY,OR CITY AND COUNTY OF HONOLULU,HI COUNTY OF BOX ELDER,UT CLACKAMAS COUNTY,OR COUNTY OF CACHE,UT CLACKAMAS COUNTY DEPT OF TRANSPORTATION, COUNTY OF RICH,UT OR COUNTY OF WEBER,UT CLATSOP COUNTY,OR COUNTY OF MORGAN,UT COLUMBIA COUNTY,OR COUNTY OF DAVIS,UT COOS COUNTY,OR COUNTY OF SUMMIT,UT COOS COUNTY HIGHWAY DEPARTMENT,OR COUNTY OF DAGGETT,UT COUNTY OF HAWAII,OR COUNTY OF SALT LAKE,UT CROOK COUNTY,OR COUNTY OF TOOELE,UT CROOK COUNTY ROAD DEPARTMENT,OR COUNTY OF UTAH,UT CURRY COUNTY,OR COUNTY OF WASATCH,UT DESCHUTES COUNTY,OR COUNTY OF DUCHESNE,UT DOUGLAS COUNTY,OR COUNTY OF UINTAH,UT EAST BATON ROUGE PARISH,LA COUNTY OF CARBON,UT GILLIAM COUNTY,OR COUNTY OF SANPETE,UT GRANT COUNTY,OR COUNTY OF JUAB,UT HARNEY COUNTY,OR COUNTY OF MILLARD,UT HARNEY COUNTY SHERIFFS OFFICE,OR COUNTY OF SEWER,UT HAWAII COUNTY,HI COUNTY OF EMERY,UT HOOD RIVER COUNTY,OR COUNTY OF GRAND,UT JACKSON COUNTY,OR COUNTY OF BEVER,UT JEFFERSON COUNTY,OR COUNTY OF PIUTE,UT JEFFERSON PARISH,LA COUNTY OF WAYNE,UT JOSEPHINE COUNTY GOVERNMENT,OR COUNTY OF SAN JUAN,UT LAFAYETTE CONSOLIDATED GOVERNMENT,LA COUNTY OF GARFIELD,UT LAFAYETTE PARISH,LA COUNTY OF KANE,UT LAFAYETTE PARISH CONVENTION&VISITORS COUNTY OF IRON,UT COMMISSION COUNTY OF WASHINGTON, UT LAFOURCHE PARISH,LA KAUAI COUNTY,HI OTHER AGENCIES INCLUDING ASSOCIATIONS. KLAMATH COUNTY,OR BOARDS.DISTRICTS,COMMISSIONS.COUNCILS. LAKE COUNTY,OR PUBLIC CORPORATIONS.PUBLIC DEVELOPMENT LANE COUNTY,OR AUTHORITIES.RESERVATIONS AND UTILITIES LINCOLN COUNTY,OR INCLUDING BUT NOT LIMITED TO: LINN COUNTY,OR ADAIR R.F.P.D.,OR LIVINGSTON PARISH,LA ADEL WATER IMPROVEMENT DISTRICT,OR MALHEUR COUNTY,OR ADRIAN R.F.P.D.,OR MAUI COUNTY,HI AGNESS COMMUNITY LIBRARY,OR MARION COUNTY,SALEM,OR AGNESS-ILLAHE R.F.P.D.,OR MORROW COUNTY,OR AGRICULTURE EDUCATION SERVICE EXTENSION MULTNOMAH COUNTY,OR DISTRICT,OR MULTNOMAH COUNTY BUSINESS AND ALDER CREEK-BARLOW WATER DISTRICT NO.29, COMMUNITY SERVICES,OR OR MULTNOMAH COUNTY SHERIFFS OFFICE,OR ALFALFA FIRE DISTRICT,OR MULTNOMAH LAW LIBRARY,OR ALSEA R.F.P.D.,OR ORLEANS PARISH,LA ALSEA RIVIERA WATER IMPROVEMENT DISTRICT, PLAQUEMINES PARISH,LA OR POLK COUNTY,OR AMITY FIRE DISTRICT,OR RAPIDES PARISH,LA ANTELOPE MEADOWS SPECIAL ROAD DISTRICT,OR SAINT CHARLES PARISH,LA APPLE ROGUE DISTRICT IMPROVEMENT COMPANY, SAINT CHARLES PARISH PUBLIC SCHOOLS,LA OR SAINT LANDRY PARISH,LA APPLEGATE VALLEY R.F.P.D.#9,OR SAINT TAMMANY PARISH,LA ARCH CAPE DOMESTIC WATER SUPPLY DISTRICT, SHERMAN COUNTY,OR OR TERREBONNE PARISH,LA ARCH CAPE SANITARY DISTRICT,OR TILLAMOOK COUNTY,OR ARNOLD IRRIGATION DISTRICT,OR TILLAMOOK COUNTY SHERIFF'S OFFICE,OR ASH CREEK WATER CONTROL DISTRICT,OR TILLAMOOK COUNTY GENERAL HOSPITAL,OR ATHENA CEMETERY MAINTENANCE DISTRICT,OR Version June 28,2023 AUMSVILLE R.F.P.D.,OR BOULDER CREEK RETREAT SPECIAL ROAD AURORA R.F.P.D.,OR DISTRICT,OR AZALEA R.F.P.D.,OR BRIDGE R.F.P.D.,OR BADGER IMPROVEMENT DISTRICT,OR BROOKS COMMUNITY SERVICE DISTRICT,OR BAILEY-SPENCER R.F.P.D.,OR BROWNSVILLE R.F.P.D.,OR BAKER COUNTY LIBRARY DISTRICT,OR BUELL-RED PRAIRIE WATER DISTRICT,OR BAKER R.F.P.D.,OR BUNKER HILL R.F.P.D.#1,OR BAKER RIVERTON ROAD DISTRICT,OR BUNKER HILL SANITARY DISTRICT,OR BAKER VALLEY IRRIGATION DISTRICT,OR BURLINGTON WATER DISTRICT,OR BAKER VALLEY S.W.C.D.,OR BURNT RIVER IRRIGATION DISTRICT,OR BAKER VALLEY VECTOR CONTROL DISTRICT,OR BURNT RIVER S.W.C.D.,OR BANDON CRANBERRY WATER CONTROL DISTRICT, CALAPOOIA R.F.P.D.,OR OR CAMAS VALLEY R.F.P.D.,OR BANDON R.F.P.D.,OR CAMELLIA PARK SANITARY DISTRICT,OR BANKS FIRE DISTRICT,OR CAMMANN ROAD DISTRICT,OR BANKS FIRE DISTRICT#13,OR CAMP SHERMAN ROAD DISTRICT,OR BAR L RANCH ROAD DISTRICT,OR CANBY AREA TRANSIT,OR BARLOW WATER IMPROVEMENT DISTRICT,OR CANBY R.F.P.D.#62,OR BASIN AMBULANCE SERVICE DISTRICT,OR CANBY UTILITY BOARD,OR BASIN TRANSIT SERVICE TRANSPORTATION CANNON BEACH R.F.P.D.,OR DISTRICT,OR CANYONVILLE SOUTH UMPQUA FIRE DISTRICT,OR BATON ROUGE WATER COMPANY CAPE FERRELO R.F.P.D.,OR BAY AREA HEALTH DISTRICT,OR CAPE FOULWEATHER SANITARY DISTRICT,OR BAYSHORE SPECIAL ROAD DISTRICT,OR CARLSON PRIMROSE SPECIAL ROAD DISTRICT,OR BEAR VALLEY SPECIAL ROAD DISTRICT,OR CARMEL BEACH WATER DISTRICT,OR BEAVER CREEK WATER CONTROL DISTRICT,OR CASCADE VIEW ESTATES TRACT 2,OR BEAVER DRAINAGE IMPROVEMENT COMPANY, CEDAR CREST SPECIAL ROAD DISTRICT,OR INC.,OR CEDAR TRAILS SPECIAL ROAD DISTRICT,OR BEAVER SLOUGH DRAINAGE DISTRICT,OR CEDAR VALLEY-NORTH BANK R.F.P.D.,OR BEAVER SPECIAL ROAD DISTRICT,OR CENTRAL CASCADES FIRE AND EMS,OR BEAVER WATER DISTRICT,OR CENTRAL CITY ECONOMIC OPPORTUNITY CORP,LA BELLE MER S.I.G.L.TRACTS SPECIAL ROAD CENTRAL LINCOLN P.U.D.,OR DISTRICT,OR CENTRAL OREGON COAST FIRE&RESCUE BEND METRO PARK AND RECREATION DISTRICT DISTRICT,OR BENTON S.W.C.D.,OR CENTRAL OREGON INTERGOVERNMENTAL BERNDT SUBDIVISION WATER IMPROVEMENT COUNCIL DISTRICT,OR CENTRAL OREGON IRRIGATION DISTRICT,OR BEVERLY BEACH WATER DISTRICT,OR CHAPARRAL WATER CONTROL DISTRICT,OR BIENVILLE PARISH FIRE PROTECTION DISTRICT 6, CHARLESTON FIRE DISTRICT,OR LA CHARLESTON SANITARY DISTRICT,OR BIG BEND IRRIGATION DISTRICT,OR CHARLOTTE ANN WATER DISTRICT,OR BIGGS SERVICE DISTRICT,OR CHEHALEM PARK&RECREATION DISTRICT,OR BLACK BUTTE RANCH DEPARTMENT OF POLICE CHEHALEM PARK AND RECREATION DISTRICT SERVICES,OR CHEMULT R.F.P.D.,OR BLACK BUTTE RANCH R.F.P.D.,OR CHENOWITH WATER P.U.D.,OR BLACK MOUNTAIN WATER DISTRICT,OR CHERRIOTS,OR BLODGETT-SUMMIT R.F.P.D.,OR CHETCO COMMUNITY PUBLIC LIBRARY DISTRICT, BLUE MOUNTAIN HOSPITAL DISTRICT,OR OR BLUE MOUNTAIN TRANSLATOR DISTRICT,OR CHILOQUIN VECTOR CONTROL DISTRICT,OR BLUE RIVER PARK&RECREATION DISTRICT,OR CHILOQUIN-AGENCY LAKE R.F.P.D.,OR BLUE RIVER WATER DISTRICT,OR CHINOOK DRIVE SPECIAL ROAD DISTRICT,OR BLY R.F.P.D.,OR CHR DISTRICT IMPROVEMENT COMPANY,OR BLY VECTOR CONTROL DISTRICT,OR CHRISTMAS VALLEY DOMESTIC WATER DISTRICT, BLY WATER AND SANITARY DISTRICT,OR OR BOARDMAN CEMETERY MAINTENANCE DISTRICT, CHRISTMAS VALLEY PARK&RECREATION OR DISTRICT,OR BOARDMAN PARK AND RECREATION DISTRICT CHRISTMAS VALLEY R.F.P.D.,OR BOARDMAN R.F.P.D.,OR CITY OF BOGALUSA SCHOOL BOARD,LA BONANZA BIG SPRINGS PARK&RECREATION CLACKAMAS COUNTY FIRE DISTRICT#1,OR DISTRICT,OR CLACKAMAS COUNTY SERVICE DISTRICT#1,OR BONANZA MEMORIAL PARK CEMETERY DISTRICT, CLACKAMAS COUNTY VECTOR CONTROL OR DISTRICT,OR BONANZA R.F.P.D.,OR CLACKAMAS RIVER WATER BONANZA-LANGELL VALLEY VECTOR CONTROL CLACKAMAS RIVER WATER,OR DISTRICT,OR CLACKAMAS S.W.C.D.,OR BORING WATER DISTRICT#24,OR CLATSKANIE DRAINAGE IMPROVEMENT COMPANY,OR Version June 28,2023 CLATSKANIE LIBRARY DISTRICT,OR CRYSTAL SPRINGS WATER DISTRICT,OR CLATSKANIE P.U.D.,OR CURRY COUNTY 4-H&EXTENSION SERVICE CLATSKANIE PARK&RECREATION DISTRICT,OR DISTRICT,OR CLATSKANIE PEOPLE'S UTILITY DISTRICT CURRY COUNTY PUBLIC TRANSIT SERVICE CLATSKANIE R.F.P.D.,OR DISTRICT,OR CLATSOP CARE CENTER HEALTH DISTRICT,OR CURRY COUNTY S.W.C.D.,OR CLATSOP COUNTY S.W.C.D.,OR CURRY HEALTH DISTRICT,OR CLATSOP DRAINAGE IMPROVEMENT COMPANY#15, CURRY PUBLIC LIBRARY DISTRICT,OR INC.,OR DALLAS CEMETERY DISTRICT#4,OR CLEAN WATER SERVICES DARLEY DRIVE SPECIAL ROAD DISTRICT,OR CLEAN WATER SERVICES,OR DAVID CROCKETT STEAM FIRE COMPANY#1,LA CLOVERDALE R.F.P.D.,OR DAYS CREEK R.F.P.D.,OR CLOVERDALE SANITARY DISTRICT,OR DAYTON FIRE DISTRICT,OR CLOVERDALE WATER DISTRICT,OR DEAN MINARD WATER DISTRICT,OR COALEDO DRAINAGE DISTRICT,OR DEE IRRIGATION DISTRICT,OR COBURG FIRE DISTRICT,OR DEER ISLAND DRAINAGE IMPROVEMENT COLESTIN RURAL FIRE DISTRICT,OR COMPANY,OR COLTON R.F.P.D.,OR DELL BROGAN CEMETERY MAINTENANCE COLTON WATER DISTRICT#11,OR DISTRICT,OR COLUMBIA 911 COMMUNICATIONS DISTRICT,OR DEPOE BAY R.F.P.D.,OR COLUMBIA COUNTY 4-H&EXTENSION SERVICE DESCHUTES COUNTY 911 SERVICE DISTRICT,OR DISTRICT,OR DESCHUTES COUNTY R.F.P.D.#2,OR COLUMBIA DRAINAGE VECTOR CONTROL,OR DESCHUTES PUBLIC LIBRARY DISTRICT,OR COLUMBIA IMPROVEMENT DISTRICT,OR DESCHUTES S.W.C.D.,OR COLUMBIA R.F.P.D.,OR DESCHUTES VALLEY WATER DISTRICT,OR COLUMBIA RIVER FIRE&RESCUE,OR DEVILS LAKE WATER IMPROVEMENT DISTRICT,OR COLUMBIA RIVER PUD,OR DEXTER R.F.P.D.,OR COLUMBIA S.W.C.D.,OR DEXTER SANITARY DISTRICT,OR COLUMBIA S.W.C.D.,OR DORA-SITKUM R.F.P.D.,OR CONFEDERATED TRIBES OF THE UMATILLA INDIAN DOUGLAS COUNTY FIRE DISTRICT#2,OR RESERVATION DOUGLAS S.W.C.D.,OR COOS COUNTY AIRPORT DISTRICT,OR DRAKES CROSSING R.F.P.D.,OR COOS COUNTY AIRPORT DISTRICT,OR DRRH SPECIAL ROAD DISTRICT#6,OR COOS COUNTY AREA TRANSIT SERVICE DISTRICT, DRY GULCH DITCH DISTRICT IMPROVEMENT OR COMPANY,OR COOS COUNTY AREA TRANSIT SERVICE DISTRICT, DUFUR RECREATION DISTRICT,OR OR DUMBECK LANE DOMESTIC WATER SUPPLY,OR COOS FOREST PROTECTIVE ASSOCIATION DUNDEE R.F.P.D.,OR COOS S.W.C.D.,OR DURKEE COMMUNITY BUILDING PRESERVATION COQUILLE R.F.P.D.,OR DISTRICT,OR COQUILLE VALLEY HOSPITAL DISTRICT,OR EAGLE POINT IRRIGATION DISTRICT,OR CORBETT WATER DISTRICT,OR EAGLE VALLEY CEMETERY MAINTENANCE CORNELIUS R.F.P.D.,OR DISTRICT,OR CORP RANCH ROAD WATER IMPROVEMENT,OR EAGLE VALLEY R.F.P.D.,OR CORVALLIS R.F.P.D.,OR EAGLE VALLEY S.W.C.D.,OR COUNTRY CLUB ESTATES SPECIAL WATER EAST FORK IRRIGATION DISTRICT,OR DISTRICT,OR EAST MULTNOMAH S.W.C.D.,OR COUNTRY CLUB WATER DISTRICT,OR EAST SALEM SERVICE DISTRICT,OR COUNTRY ESTATES ROAD DISTRICT,OR EAST UMATILLA CHEMICAL CONTROL DISTRICT, COVE CEMETERY MAINTENANCE DISTRICT,OR OR COVE ORCHARD SEWER SERVICE DISTRICT,OR EAST UMATILLA COUNTY AMBULANCE AREA COVE R.F.P.D.,OR HEALTH DISTRICT,OR CRESCENT R.F.P.D.,OR EAST UMATILLA COUNTY R.F.P.D.,OR CRESCENT SANITARY DISTRICT,OR EAST VALLEY WATER DISTRICT,OR CRESCENT WATER SUPPLY AND IMPROVEMENT ELGIN COMMUNITY PARKS&RECREATION DISTRICT,OR DISTRICT,OR CROOK COUNTY AGRICULTURE EXTENSION ELGIN HEALTH DISTRICT,OR SERVICE DISTRICT,OR ELGIN R.F.P.D.,OR CROOK COUNTY CEMETERY DISTRICT,OR ELKTON ESTATES PHASE II SPECIAL ROAD CROOK COUNTY FIRE AND RESCUE,OR DISTRICT,OR CROOK COUNTY PARKS&RECREATION DISTRICT, ELKTON R.F.P.D.,OR OR EMERALD P.U.D.,OR CROOK COUNTY S.W.C.D.,OR ENTERPRISE IRRIGATION DISTRICT,OR CROOK COUNTY VECTOR CONTROL DISTRICT,OR ESTACADA CEMETERY MAINTENANCE DISTRICT, CROOKED RIVER RANCH R.F.P.D.,OR OR CROOKED RIVER RANCH SPECIAL ROAD DISTRICT, ESTACADA R.F.P.D.#69,OR OR EUGENE R.F.P.D.#1,OR Version June 28,2023 EUGENE WATER AND ELECTRIC BOARD HAUSER R.F.P.D.,OR EVANS VALLEY FIRE DISTRICT#6,OR HAZELDELL RURAL FIRE DISTRICT,OR FAIR OAKS R.F.P.D.,OR HEBO JOINT WATER-SANITARY AUTHORITY,OR FAIRVIEW R.F.P.D.,OR HECETA WATER P.U.D.,OR FAIRVIEW WATER DISTRICT,OR HELIX CEMETERY MAINTENANCE DISTRICT#4,OR FALCON HEIGHTS WATER AND SEWER,OR HELIX PARK&RECREATION DISTRICT,OR FALCON-COVE BEACH WATER DISTRICT,OR HELIX R.F.P.D.#7-411,OR FALL RIVER ESTATES SPECIAL ROAD DISTRICT,OR HEPPNER CEMETERY MAINTENANCE DISTRICT,OR FARGO INTERCHANGE SERVICE DISTRICT,OR HEPPNER R.F.P.D.,OR FARMERS IRRIGATION DISTRICT,OR HEPPNER WATER CONTROL DISTRICT,OR FAT ELK DRAINAGE DISTRICT,OR HEREFORD COMMUNITY HALL RECREATION FERN RIDGE PUBLIC LIBRARY DISTRICT,OR DISTRICT,OR FERN VALLEY ESTATES IMPROVEMENT DISTRICT, HERMISTON CEMETERY DISTRICT,OR OR HERMISTON IRRIGATION DISTRICT,OR FOR FAR ROAD DISTRICT,OR HIDDEN VALLEY MOBILE ESTATES IMPROVEMENT FOREST GROVE R.F.P.D.,OR DISTRICT,OR FOREST VIEW SPECIAL ROAD DISTRICT,OR HIGH DESERT PARK&RECREATION DISTRICT,OR FORT ROCK-SILVER LAKE S.W.C.D.,OR HIGHLAND SUBDIVISION WATER DISTRICT,OR FOUR RIVERS VECTOR CONTROL DISTRICT,OR HONOLULU INTERNATIONAL AIRPORT FOX CEMETERY MAINTENANCE DISTRICT,OR HOOD RIVER COUNTY LIBRARY DISTRICT,OR GARDINER R.F.P.D.,OR HOOD RIVER COUNTY TRANSPORTATION DISTRICT, GARDINER SANITARY DISTRICT,OR OR GARIBALDI R.F.P.D.,OR HOOD RIVER S.W.C.D.,OR GASTON R.F.P.D.,OR HOOD RIVER VALLEY PARKS&RECREATION GATES R.F.P.D.,OR DISTRICT,OR GEARHART R.F.P.D.,OR HOODLAND FIRE DISTRICT#74 GILLIAM S.W.C.D.,OR HOODLAND FIRE DISTRICT#74,OR GLENDALE AMBULANCE DISTRICT,OR HORSEFLY IRRIGATION DISTRICT,OR GLENDALE R.F.P.D.,OR HOSKINS-KINGS VALLEY R.F.P.D.,OR GLENEDEN BEACH SPECIAL ROAD DISTRICT,OR HOUSING AUTHORITY OF PORTLAND GLENEDEN SANITARY DISTRICT,OR HUBBARD R.F.P.D.,OR GLENWOOD WATER DISTRICT OR HUDSON BAY DISTRICT IMPROVEMENT COMPANY, GLIDE-IDLEYLD SANITARY DISTRICT,OR OR GLIDE R.F.P.D.,OR I N(KAY)YOUNG DITCH DISTRICT IMPROVEMENT GOLD BEACH-WEDDERBURN R.F.P.D.,OR COMPANY,OR GOLD HILL IRRIGATION DISTRICT,OR ICE FOUNTAIN WATER DISTRICT,OR GOLDFINCH ROAD DISTRICT,OR IDAHO POINT SPECIAL ROAD DISTRICT,OR GOSHEN R.F.P.D.,OR IDANHA-DETROIT RURAL FIRE PROTECTION GOVERNMENT CAMP ROAD DISTRICT,OR DISTRICT,OR GOVERNMENT CAMP SANITARY DISTRICT,OR ILLINOIS VALLEY FIRE DISTRICT GRAND PRAIRIE WATER CONTROL DISTRICT,OR ILLINOIS VALLEY R.F.P.D.,OR GRAND RONDE SANITARY DISTRICT,OR ILLINOIS VALLEY S.W.C.D.,OR GRANT COUNTY TRANSPORTATION DISTRICT,OR IMBLER R.F.P.D.,OR GRANT S.W.C.D.,OR INTERLACHEN WATER P.U.D.,OR GRANTS PASS IRRIGATION DISTRICT,OR IONE LIBRARY DISTRICT,OR GREATER BOWEN VALLEY R.F.P.D.,OR IONE R.F.P.D.#6-604,OR GREATER ST.HELENS PARK&RECREATION IRONSIDE CEMETERY MAINTENANCE DISTRICT,OR DISTRICT,OR IRONSIDE RURAL ROAD DISTRICT#5,OR GREATER TOLEDO POOL RECREATION DISTRICT, IRRIGON PARK&RECREATION DISTRICT,OR OR IRRIGON R.F.P.D.,OR GREEN KNOLLS SPECIAL ROAD DISTRICT,OR ISLAND CITY AREA SANITATION DISTRICT,OR GREEN SANITARY DISTRICT,OR ISLAND CITY CEMETERY MAINTENANCE DISTRICT, GREENACRES R.F.P.D.,OR OR GREENBERRY IRRIGATION DISTRICT,OR JACK PINE VILLAGE SPECIAL ROAD DISTRICT,OR GREENSPRINGS RURAL FIRE DISTRICT,OR JACKSON COUNTY FIRE DISTRICT#3,OR HAHLEN ROAD SPECIAL DISTRICT,OR JACKSON COUNTY FIRE DISTRICT#4,OR HAINES CEMETERY MAINTENANCE DISTRICT,OR JACKSON COUNTY FIRE DISTRICT#5,OR HAINES FIRE PROTECTION DISTRICT,OR JACKSON COUNTY LIBRARY DISTRICT,OR HALSEY-SHEDD R.F.P.D.,OR JACKSON COUNTY VECTOR CONTROL DISTRICT,OR HAMLET R.F.P.D.,OR JACKSON S.W.C.D.,OR HARBOR R.F.P.D.,OR JASPER KNOLLS WATER DISTRICT,OR HARBOR SANITARY DISTRICT,OR JEFFERSON COUNTY EMERGENCY MEDICAL HARBOR WATER P.U.D.,OR SERVICE DISTRICT,OR HARNEY COUNTY HEALTH DISTRICT,OR JEFFERSON COUNTY FIRE DISTRICT#1,OR HARNEY S.W.C.D.,OR JEFFERSON COUNTY LIBRARY DISTRICT,OR HARPER SOUTH SIDE IRRIGATION DISTRICT,OR JEFFERSON COUNTY S.W.C.D.,OR HARRISBURG FIRE AND RESCUE,OR JEFFERSON PARK&RECREATION DISTRICT,OR Version June 28,2023 JEFFERSON R.F.P.D.,OR LAKE CHINOOK FIRE&RESCUE,OR JOB'S DRAINAGE DISTRICT,OR LAKE COUNTY 4-H&EXTENSION SERVICE JOHN DAY WATER DISTRICT,OR DISTRICT,OR JOHN DAY-CANYON CITY PARKS&RECREATION LAKE COUNTY LIBRARY DISTRICT,OR DISTRICT,OR LAKE CREEK R.F.P.D.-JACKSON,OR JOHN DAY-FERNHILL R.F.P.D.#5-108,OR LAKE CREEK R.F.P.D.-LANE COUNTY,OR JORDAN VALLEY CEMETERY DISTRICT,OR LAKE DISTRICT HOSPITAL,OR JORDAN VALLEY IRRIGATION DISTRICT,OR LAKE GROVE R.F.P.D.NO.57,OR JOSEPHINE COMMUNITY LIBRARY DISTRICT,OR LAKE GROVE WATER DISTRICT,OR JOSEPHINE COUNTY 4-H&EXTENSION SERVICE LAKE LABISH WATER CONTROL DISTRICT,OR DISTRICT,OR LAKE POINT SPECIAL ROAD DISTRICT,OR JOSEPHINE COUNTY 911 AGENCY,OR LAKESIDE R.F.P.D.#4,OR JUNCTION CITY R.F.P.D.,OR LAKESIDE WATER DISTRICT,OR JUNCTION CITY WATER CONTROL DISTRICT,OR LAKEVIEW R.F.P.D.,OR JUNIPER BUTTE ROAD DISTRICT,OR LAKEVIEW S.W.C.D.,OR JUNIPER CANYON WATER CONTROL DISTRICT,OR LAMONTAI IMPROVEMENT DISTRICT,OR JUNIPER FLAT DISTRICT IMPROVEMENT COMPANY, LANE FIRE AUTHORITY,OR OR LANE LIBRARY DISTRICT,OR JUNIPER FLAT R.F.P.D.,OR LANE TRANSIT DISTRICT,OR JUNO NONPROFIT WATER IMPROVEMENT LANGELL VALLEY IRRIGATION DISTRICT,OR DISTRICT,OR LANGLOIS PUBLIC LIBRARY,OR KEATING R.F.P.D.,OR LANGLOIS R.F.P.D.,OR KEATING S.W.C.D.,OR LANGLOIS WATER DISTRICT,OR KEIZER R.F.P.D.,OR LAZY RIVER SPECIAL ROAD DISTRICT,OR KELLOGG RURAL FIRE DISTRICT,OR LEBANON AQUATIC DISTRICT,OR KENO IRRIGATION DISTRICT,OR LEBANON R.F.P.D.,OR KENO PINES ROAD DISTRICT,OR LEWIS&CLARK R.F.P.D.,OR KENO R.F.P.D.,OR LINCOLN COUNTY LIBRARY DISTRICT,OR KENT WATER DISTRICT,OR LINCOLN S.W.C.D.,OR KERBY WATER DISTRICT,OR LINN COUNTY EMERGENCY TELEPHONE AGENCY, K-GB-LB WATER DISTRICT,OR OR KILCHIS WATER DISTRICT,OR LINN S.W.C.D.,OR KLAMATH 9-1-1 COMMUNICATIONS DISTRICT,OR LITTLE MUDDY CREEK WATER CONTROL,OR KLAMATH BASIN IMPROVEMENT DISTRICT,OR LITTLE NESTUCCA DRAINAGE DISTRICT,OR KLAMATH COUNTY DRAINAGE SERVICE DISTRICT, LITTLE SWITZERLAND SPECIAL ROAD DISTRICT,OR OR LONE PINE IRRIGATION DISTRICT,OR KLAMATH COUNTY EXTENSION SERVICE DISTRICT, LONG PRAIRIE WATER DISTRICT,OR OR LOOKINGGLASS OLALLA WATER CONTROL KLAMATH COUNTY FIRE DISTRICT#1,OR DISTRICT,OR KLAMATH COUNTY FIRE DISTRICT#3,OR LOOKINGGLASS RURAL FIRE DISTRICT,OR KLAMATH COUNTY FIRE DISTRICT#4,OR LORANE R.F.P.D.,OR KLAMATH COUNTY FIRE DISTRICT#5,OR LOST&BOULDER DITCH IMPROVEMENT DISTRICT, KLAMATH COUNTY LIBRARY SERVICE DISTRICT, OR OR LOST CREEK PARK SPECIAL ROAD DISTRICT,OR KLAMATH COUNTY PREDATORY ANIMAL LOUISIANA PUBLIC SERVICE COMMISSION,LA CONTROL DISTRICT,OR LOUISIANA WATER WORKS KLAMATH DRAINAGE DISTRICT,OR LOWELL R.F.P.D.,OR KLAMATH FALLS FOREST ESTATES SPECIAL ROAD LOWER MCKAY CREEK R.F.P.D.,OR DISTRICT UNIT#2,OR LOWER MCKAY CREEK WATER CONTROL KLAMATH INTEROPERABILITY RADIO GROUP,OR DISTRICT,OR KLAMATH IRRIGATION DISTRICT,OR LOWER POWDER RIVER IRRIGATION DISTRICT,OR KLAMATH RIVER ACRES SPECIAL ROAD DISTRICT, LOWER SILETZ WATER DISTRICT,OR OR LOWER UMPQUA HOSPITAL DISTRICT,OR KLAMATH S.W.C.D.,OR LOWER UMPQUA PARK&RECREATION DISTRICT, KLAMATH VECTOR CONTROL DISTRICT,OR OR KNAPPA-SVENSEN-BURNSIDE R.F.P.D.,OR LOWER VALLEY WATER IMPROVEMENT DISTRICT, LA GRANDE CEMETERY MAINTENANCE DISTRICT, OR OR LUCE LONG DITCH DISTRICT IMPROVEMENT CO., LA GRANDE R.F.P.D.,OR OR LA PINE PARK&RECREATION DISTRICT,OR LUSTED WATER DISTRICT,OR LA PINE R.F.P.D.,OR LYONS R.F.P.D.,OR LABISH VILLAGE SEWAGE&DRAINAGE,OR LYONS-MEHAMA WATER DISTRICT,OR LACOMB IRRIGATION DISTRICT,OR MADRAS AQUATIC CENTER DISTRICT,OR LAFAYETTE AIRPORT COMMISSION,LA MAKAI SPECIAL ROAD DISTRICT,OR LAFOURCHE PARISH HEALTH UNIT-DHH-OPH MALHEUR COUNTY S.W.C.D.,OR REGION 3 MALHEUR COUNTY VECTOR CONTROL DISTRICT, LAIDLAW WATER DISTRICT,OR OR Version June 28,2023 MALHEUR DISTRICT IMPROVEMENT COMPANY,OR MONROE R.F.P.D.,OR MALHEUR DRAINAGE DISTRICT,OR MONUMENT CEMETERY MAINTENANCE DISTRICT, MALHEUR MEMORIAL HEALTH DISTRICT,OR OR MALIN COMMUNITY CEMETERY MAINTENANCE MONUMENT S.W.C.D.,OR DISTRICT,OR MOOREA DRIVE SPECIAL ROAD DISTRICT,OR MALIN COMMUNITY PARK&RECREATION MORO R.F.P.D.,OR DISTRICT,OR MORROW COUNTY HEALTH DISTRICT,OR MALIN IRRIGATION DISTRICT,OR MORROW COUNTY UNIFIED RECREATION MALIN R.F.P.D.,OR DISTRICT,OR MAPLETON FIRE DEPARTMENT,OR MORROW S.W.C.D.,OR MAPLETON WATER DISTRICT,OR MOSIER FIRE DISTRICT,OR MARCOLA WATER DISTRICT,OR MOUNTAIN DRIVE SPECIAL ROAD DISTRICT,OR MARION COUNTY EXTENSION&4H SERVICE MT.ANGEL R.F.P.D.,OR DISTRICT,OR MT.HOOD IRRIGATION DISTRICT,OR MARION COUNTY FIRE DISTRICT#1,OR MT.LAKI CEMETERY DISTRICT,OR MARION JACK IMPROVEMENT DISTRICT,OR MT.VERNON R.F.P.D.,OR MARION S.W.C.D.,OR MULINO WATER DISTRICT#1,OR MARY'S RIVER ESTATES ROAD DISTRICT,OR MULTNOMAH COUNTY DRAINAGE DISTRICT#1,OR MCDONALD FOREST ESTATES SPECIAL ROAD MULTNOMAH COUNTY R.F.P.D.#10,OR DISTRICT,OR MULTNOMAH COUNTY R.F.P.D.#14,OR MCKAY ACRES IMPROVEMENT DISTRICT,OR MULTNOMAH EDUCATION SERVICE DISTRICT MCKAY DAM R.F.P.D.#7-410,OR MYRTLE CREEK R.F.P.D.,OR MCKENZIE FIRE&RESCUE,OR NEAH-KAH-NIE WATER DISTRICT,OR MCKENZIE PALISADES WATER SUPPLY NEDONNA R.F.P.D.,OR CORPORATION,OR NEHALEM BAY FIRE AND RESCUE,OR MCMINNVILLE R.F.P.D.,OR NEHALEM BAY HEALTH DISTRICT,OR MCNULTY WATER P.U.D.,OR NEHALEM BAY WASTEWATER AGENCY,OR MEADOWS DRAINAGE DISTRICT,OR NESIKA BEACH-OPHIR WATER DISTRICT,OR MEDFORD IRRIGATION DISTRICT,OR NESKOWIN REGIONAL SANITARY AUTHORITY,OR MEDFORD R.F.P.D.#2,OR NESKOWIN REGIONAL WATER DISTRICT,OR MEDFORD WATER COMMISSION NESTUCCA R.F.P.D.,OR MEDICAL SPRINGS R.F.P.D.,OR NETARTS WATER DISTRICT,OR MELHEUR COUNTY JAIL,OR NETARTS-OCEANSIDE R.F.P.D.,OR MERLIN COMMUNITY PARK DISTRICT,OR NETARTS-OCEANSIDE SANITARY DISTRICT,OR MERRILL CEMETERY MAINTENANCE DISTRICT,OR NEW BRIDGE WATER SUPPLY DISTRICT,OR MERRILL PARK DISTRICT,OR NEW CARLTON FIRE DISTRICT,OR MERRILL R.F.P.D.,OR NEW ORLEANS REDEVELOPMENT AUTHORITY,LA METRO REGIONAL GOVERNMENT NEW PINE CREEK R.F.P.D.,OR METRO REGIONAL PARKS NEWBERG R.F.P.D.,OR METROPOLITAN EXPOSITION RECREATION NEWBERRY ESTATES SPECIAL ROAD DISTRICT,OR COMMISSION NEWPORT R.F.P.D.,OR METROPOLITAN SERVICE DISTRICT(METRO) NEWT YOUNG DITCH DISTRICT IMPROVEMENT MID COUNTY CEMETERY MAINTENANCE DISTRICT, COMPANY,OR OR NORTH ALBANY R.F.P.D.,OR MID-COLUMBIA FIRE AND RESCUE,OR NORTH BAY R.F.P.D.#9,OR MIDDLE FORK IRRIGATION DISTRICT,OR NORTH CLACKAMAS PARKS&RECREATION MIDLAND COMMUNITY PARK,OR DISTRICT,OR MIDLAND DRAINAGE IMPROVEMENT DISTRICT,OR NORTH COUNTY RECREATION DISTRICT,OR MILES CROSSING SANITARY SEWER DISTRICT,OR NORTH DOUGLAS COUNTY FIRE&EMS,OR MILL CITY R.F.P.D.#2-303,OR NORTH DOUGLAS PARK&RECREATION DISTRICT, MILL FOUR DRAINAGE DISTRICT,OR OR MILLICOMA RIVER PARK&RECREATION DISTRICT, NORTH GILLIAM COUNTY HEALTH DISTRICT,OR OR NORTH GILLIAM COUNTY R.F.P.D.,OR MILLINGTON R.F.P.D.#5,OR NORTH LAKE HEALTH DISTRICT,OR MILO VOLUNTEER FIRE DEPARTMENT,OR NORTH LEBANON WATER CONTROL DISTRICT,OR MILTON-FREEWATER AMBULANCE SERVICE AREA NORTH LINCOLN FIRE&RESCUE DISTRICT#1,OR HEALTH DISTRICT,OR NORTH LINCOLN HEALTH DISTRICT,OR MILTON-FREEWATER WATER CONTROL DISTRICT, NORTH MORROW VECTOR CONTROL DISTRICT,OR OR NORTH SHERMAN COUNTY R.F.P.D,OR MIROCO SPECIAL ROAD DISTRICT,OR NORTH UNIT IRRIGATION DISTRICT,OR MIST-BIRKENFELD R.F.P.D.,OR NORTHEAST OREGON HOUSING AUTHORITY,OR MODOC POINT IRRIGATION DISTRICT,OR NORTHEAST WHEELER COUNTY HEALTH DISTRICT, MODOC POINT SANITARY DISTRICT,OR OR MOHAWK VALLEY R.F.P.D.,OR NORTHERN WASCO COUNTY P.U.D.,OR MOLALLA AQUATIC DISTRICT,OR NORTHERN WASCO COUNTY PARK&RECREATION MOLALLA R.F.P.D.#73,OR DISTRICT,OR MONITOR R.F.P.D.,OR NYE DITCH USERS DISTRICT IMPROVEMENT,OR Version June 28,2023 NYSSA ROAD ASSESSMENT DISTRICT#2,OR POLK COUNTY FIRE DISTRICT#1,OR NYSSA RURAL FIRE DISTRICT,OR POLK S.W.C.D.,OR NYSSA-ARCADIA DRAINAGE DISTRICT,OR POMPADOUR WATER IMPROVEMENT DISTRICT,OR OAK LODGE WATER SERVICES,OR PONDEROSA PINES EAST SPECIAL ROAD DISTRICT, OAKLAND R.F.P.D.,OR OR OAKVILLE COMMUNITY CENTER,OR PORT OF ALSEA,OR OCEANSIDE WATER DISTRICT,OR PORT OF ARLINGTON,OR OCHOCO IRRIGATION DISTRICT,OR PORT OF ASTORIA,OR OCHOCO WEST WATER AND SANITARY PORT OF BANDON,OR AUTHORITY,OR PORT OF BRANDON,OR ODELL SANITARY DISTRICT,OR PORT OF BROOKINGS HARBOR,OR OLD OWYHEE DITCH IMPROVEMENT DISTRICT,OR PORT OF CASCADE LOCKS,OR OLNEY-WALLUSKI FIRE&RESCUE DISTRICT,OR PORT OF COQUILLE RIVER,OR ONTARIO LIBRARY DISTRICT,OR PORT OF GARIBALDI,OR ONTARIO R.F.P.D.,OR PORT OF GOLD BEACH,OR OPHIR R.F.P.D.,OR PORT OF HOOD RIVER,OR OREGON COAST COMMUNITY ACTION PORT OF MORGAN CITY,LA OREGON HOUSING AND COMMUNITY SERVICES PORT OF MORROW,OR OREGON INTERNATIONAL PORT OF COOS BAY,OR PORT OF NEHALEM,OR OREGON LEGISLATIVE ADMINISTRATION PORT OF NEWPORT,OR OREGON OUTBACK R.F.P.D.,OR PORT OF PORT ORFORD,OR OREGON POINT,OR PORT OF PORTLAND,OR OREGON TRAIL LIBRARY DISTRICT,OR PORT OF SIUSLAW,OR OTTER ROCK WATER DISTRICT,OR PORT OF ST.HELENS,OR OWW UNIT#2 SANITARY DISTRICT,OR PORT OF THE DALLES,OR OWYHEE CEMETERY MAINTENANCE DISTRICT,OR PORT OF TILLAMOOK BAY,OR OWYHEE IRRIGATION DISTRICT,OR PORT OF TOLEDO,OR PACIFIC CITY JOINT WATER-SANITARY PORT OF UMATILLA,OR AUTHORITY,OR PORT OF UMPQUA,OR PACIFIC COMMUNITIES HEALTH DISTRICT,OR PORT ORFORD CEMETERY MAINTENANCE PACIFIC RIVIERA#3 SPECIAL ROAD DISTRICT,OR DISTRICT,OR PALATINE HILL WATER DISTRICT,OR PORT ORFORD PUBLIC LIBRARY DISTRICT,OR PALMER CREEK WATER DISTRICT IMPROVEMENT PORT ORFORD R.F.P.D.,OR COMPANY,OR PORTLAND DEVELOPMENT COMMISSION,OR PANORAMIC ACCESS SPECIAL ROAD DISTRICT,OR PORTLAND FIRE AND RESCUE PANTHER CREEK ROAD DISTRICT,OR PORTLAND HOUSING CENTER,OR PANTHER CREEK WATER DISTRICT,OR POWDER R.F.P.D.,OR PARKDALE R.F.P.D.,OR POWDER RIVER R.F.P.D.,OR PARKDALE SANITARY DISTRICT,OR POWDER VALLEY WATER CONTROL DISTRICT,OR PENINSULA DRAINAGE DISTRICT#1,OR POWERS HEALTH DISTRICT,OR PENINSULA DRAINAGE DISTRICT#2,OR PRAIRIE CEMETERY MAINTENANCE DISTRICT,OR PHILOMATH FIRE AND RESCUE,OR PRINEVILLE LAKE ACRES SPECIAL ROAD DISTRICT PILOT ROCK CEMETERY MAINTENANCE DISTRICT #1,OR #5,OR PROSPECT R.F.P.D.,OR PILOT ROCK PARK&RECREATION DISTRICT,OR QUAIL VALLEY PARK IMPROVEMENT DISTRICT,OR PILOT ROCK R.F.P.D.,OR QUEENER IRRIGATION IMPROVEMENT DISTRICT, PINE EAGLE HEALTH DISTRICT,OR OR PINE FLAT DISTRICT IMPROVEMENT COMPANY,OR RAINBOW WATER DISTRICT,OR PINE GROVE IRRIGATION DISTRICT,OR RAINIER CEMETERY DISTRICT,OR PINE GROVE WATER DISTRICT-KLAMATH FALLS, RAINIER DRAINAGE IMPROVEMENT COMPANY,OR OR RALEIGH WATER DISTRICT,OR PINE GROVE WATER DISTRICT-MAUPIN,OR REDMOND AREA PARK&RECREATION DISTRICT, PINE VALLEY CEMETERY DISTRICT,OR OR PINE VALLEY R.F.P.D.,OR REDMOND FIRE AND RESCUE,OR PINEWOOD COUNTRY ESTATES SPECIAL ROAD RIDDLE FIRE PROTECTION DISTRICT,OR DISTRICT,OR RIDGEWOOD DISTRICT IMPROVEMENT COMPANY, PIONEER DISTRICT IMPROVEMENT COMPANY,OR OR PISTOL RIVER CEMETERY MAINTENANCE RIDGEWOOD ROAD DISTRICT,OR DISTRICT,OR RIETH SANITARY DISTRICT,OR PISTOL RIVER FIRE DISTRICT,OR RIETH WATER DISTRICT,OR PLEASANT HILL R.F.P.D.,OR RIMROCK WEST IMPROVEMENT DISTRICT,OR PLEASANT HOME WATER DISTRICT,OR RINK CREEK WATER DISTRICT,OR POCAHONTAS MINING AND IRRIGATION DISTRICT, RIVER BEND ESTATES SPECIAL ROAD DISTRICT,OR OR RIVER FOREST ACRES SPECIAL ROAD DISTRICT,OR POE VALLEY IMPROVEMENT DISTRICT,OR RIVER MEADOWS IMPROVEMENT DISTRICT,OR POE VALLEY PARK&RECREATION DISTRICT,OR RIVER PINES ESTATES SPECIAL ROAD DISTRICT,OR POE VALLEY VECTOR CONTROL DISTRICT,OR RIVER ROAD PARK&RECREATION DISTRICT,OR Version June 28,2023 RIVER ROAD WATER DISTRICT,OR SILVER FALLS LIBRARY DISTRICT,OR RIVERBEND RIVERBANK WATER IMPROVEMENT SILVER LAKE IRRIGATION DISTRICT,OR DISTRICT,OR SILVER LAKE R.F.P.D.,OR RIVERDALE R.F.P.D. 11-JT,OR SILVER SANDS SPECIAL ROAD DISTRICT,OR RIVERGROVE WATER DISTRICT,OR SILVERTON R.F.P.D.NO.2,OR RIVERSIDE MISSION WATER CONTROL DISTRICT, SISTERS PARKS&RECREATION DISTRICT,OR OR SISTERS-CAMP SHERMAN R.F.P.D.,OR RIVERSIDE R.F.P.D.#7-406,OR SIUSLAW PUBLIC LIBRARY DISTRICT,OR RIVERSIDE WATER DISTRICT,OR SIUSLAW S.W.C.D.,OR ROBERTS CREEK WATER DISTRICT,OR SIUSLAW VALLEY FIRE AND RESCUE,OR ROCK CREEK DISTRICT IMPROVEMENT,OR SIXES R.F.P.D.,OR ROCK CREEK WATER DISTRICT,OR SKIPANON WATER CONTROL DISTRICT,OR ROCKWOOD WATER P.U.D.,OR SKYLINE VIEW DISTRICT IMPROVEMENT ROCKY POINT FIRE&EMS,OR COMPANY,OR ROGUE RIVER R.F.P.D.,OR SLEEPY HOLLOW WATER DISTRICT,OR ROGUE RIVER VALLEY IRRIGATION DISTRICT,OR SMITH DITCH DISTRICT IMPROVEMENT COMPANY, ROGUE VALLEY SEWER SERVICES,OR OR ROGUE VALLEY SEWER,OR SOUTH CLACKAMAS TRANSPORTATION DISTRICT, ROGUE VALLEY TRANSPORTATION DISTRICT,OR OR ROSEBURG URBAN SANITARY AUTHORITY,OR SOUTH COUNTY HEALTH DISTRICT,OR ROSEWOOD ESTATES ROAD DISTRICT,OR SOUTH FORK WATER BOARD,OR ROW RIVER VALLEY WATER DISTRICT,OR SOUTH GILLIAM COUNTY CEMETERY DISTRICT,OR RURAL ROAD ASSESSMENT DISTRICT#3,OR SOUTH GILLIAM COUNTY HEALTH DISTRICT,OR RURAL ROAD ASSESSMENT DISTRICT#4,OR SOUTH GILLIAM COUNTY R.F.P.D.VI-301,OR SAINT LANDRY PARISH TOURIST COMMISSION SOUTH LAFOURCHE LEVEE DISTRICT,LA SAINT MARY PARISH REC DISTRICT 2 SOUTH LANE COUNTY FIRE&RESCUE,OR SAINT MARY PARISH REC DISTRICT 3 SOUTH SANTIAM RIVER WATER CONTROL SAINT TAMMANY FIRE DISTRICT 4,LA DISTRICT,OR SALEM AREA MASS TRANSIT DISTRICT,OR SOUTH SHERMAN FIRE DISTRICT,OR SALEM MASS TRANSIT DISTRICT SOUTH SUBURBAN SANITARY DISTRICT,OR SALEM SUBURBAN R.F.P.D.,OR SOUTH WASCO PARK&RECREATION DISTRICT,OR SALISHAN SANITARY DISTRICT,OR SOUTHERN COOS HEALTH DISTRICT,OR SALMON RIVER PARK SPECIAL ROAD DISTRICT,OR SOUTHERN CURRY CEMETERY MAINTENANCE SALMON RIVER PARK WATER IMPROVEMENT DISTRICT, OR DISTRICT,OR SOUTHVIEW IMPROVEMENT DISTRICT,OR SALMONBERRY TRAIL INTERGOVERNMENTAL SOUTHWEST LINCOLN COUNTY WATER DISTRICT, AGENCY,OR OR SANDPIPER VILLAGE SPECIAL ROAD DISTRICT,OR SOUTHWESTERN POLK COUNTY R.F.P.D.,OR SANDY DRAINAGE IMPROVEMENT COMPANY,OR SOUTHWOOD PARK WATER DISTRICT,OR SANDY R.F.P.D.#72,OR SPECIAL ROAD DISTRICT#1,OR SANTA CLARA R.F.P.D.,OR SPECIAL ROAD DISTRICT#8,OR SANTA CLARA WATER DISTRICT,OR SPRING RIVER SPECIAL ROAD DISTRICT,OR SANTIAM WATER CONTROL DISTRICT,OR SPRINGFIELD UTILITY BOARD,OR SAUVIE ISLAND DRAINAGE IMPROVEMENT ST.PAUL R.F.P.D.,OR COMPANY,OR STANFIELD CEMETERY DISTRICT#6,OR SAUVIE ISLAND VOLUNTEER FIRE DISTRICT#30J, STANFIELD IRRIGATION DISTRICT,OR OR STARR CREEK ROAD DISTRICT,OR SCAPPOOSE DRAINAGE IMPROVEMENT COMPANY, STARWOOD SANITARY DISTRICT,OR OR STAYTON FIRE DISTRICT,OR SCAPPOOSE PUBLIC LIBRARY DISTRICT,OR SUBLIMITY FIRE DISTRICT,OR SCAPPOOSE R.F.P.D.,OR SUBURBAN EAST SALEM WATER DISTRICT,OR SCIO R.F.P.D.,OR SUBURBAN LIGHTING DISTRICT,OR SCOTTSBURG R.F.P.D.,OR SUCCOR CREEK DISTRICT IMPROVEMENT SEAL ROCK R.F.P.D.,OR COMPANY,OR SEAL ROCK WATER DISTRICT,OR SUMMER LAKE IRRIGATION DISTRICT,OR SEWERAGE AND WATER BOARD OF NEW ORLEANS, SUMMERVILLE CEMETERY MAINTENANCE LA DISTRICT,OR SHANGRI-LA WATER DISTRICT,OR SUMNER R.F.P.D.,OR SHASTA VIEW IRRIGATION DISTRICT,OR SUN MOUNTAIN SPECIAL ROAD DISTRICT,OR SHELLEY ROAD CREST ACRES WATER DISTRICT,S CT, SUNDOWN SANITATION DISTRICT,OR OR SUNFOREST ESTATES SPECIAL ROAD DISTRICT,OR SHERIDAN FIRE DISTRICT,OR SUNNYSIDE IRRIGATION DISTRICT,OR SHERMAN COUNTY HEALTH DISTRICT,OR SUNRISE WATER AUTHORITY,OR SHERMAN COUNTY S.W.C.D.,OR SUNRIVER SERVICE DISTRICT,OR SHORELINE SANITARY DISTRICT,OR SUNSET EMPIRE PARK&RECREATION DISTRICT, SILETZ KEYS SANITARY DISTRICT,OR OR SILETZ R.F.P.D.,OR SUNSET EMPIRE TRANSPORTATION DISTRICT,OR Version June 28,2023 SURFLAND ROAD DISTRICT,OR UNION CEMETERY MAINTENANCE DISTRICT,OR SUTHERLIN VALLEY RECREATION DISTRICT,OR UNION COUNTY SOLID WASTE DISPOSAL DISTRICT, SUTHERLIN WATER CONTROL DISTRICT,OR OR SWALLEY IRRIGATION DISTRICT,OR UNION COUNTY VECTOR CONTROL DISTRICT,OR SWEET HOME CEMETERY MAINTENANCE DISTRICT, UNION GAP SANITARY DISTRICT,OR OR UNION GAP WATER DISTRICT,OR SWEET HOME FIRE&AMBULANCE DISTRICT,OR UNION HEALTH DISTRICT,OR SWISSHOME-DEADWOOD R.F.P.D.,OR UNION R.F.P.D.,OR TABLE ROCK DISTRICT IMPROVEMENT COMPANY, UNION S.W.C.D.,OR OR UNITY COMMUNITY PARK&RECREATION TALENT IRRIGATION DISTRICT,OR DISTRICT,OR TANGENT R.F.P.D.,OR UPPER CLEVELAND RAPIDS ROAD DISTRICT,OR TENMILE R.F.P.D.,OR UPPER MCKENZIE R.F.P.D.,OR TERREBONNE DOMESTIC WATER DISTRICT,OR UPPER WILLAMETTE S.W.C.D.,OR THE DALLES IRRIGATION DISTRICT,OR VALE OREGON IRRIGATION DISTRICT,OR THOMAS CREEK-WESTSIDE R.F.P.D.,OR VALE RURAL FIRE PROTECTION DISTRICT,OR THREE RIVERS RANCH ROAD DISTRICT,OR VALLEY ACRES SPECIAL ROAD DISTRICT,OR THREE SISTERS IRRIGATION DISTRICT,OR VALLEY VIEW CEMETERY MAINTENANCE TIGARD TUALATIN AQUATIC DISTRICT,OR DISTRICT,OR TIGARD WATER DISTRICT,OR VALLEY VIEW WATER DISTRICT,OR TILLAMOOK BAY FLOOD IMPROVEMENT DISTRICT, VANDEVERT ACRES SPECIAL ROAD DISTRICT,OR OR VERNONIA R.F.P.D.,OR TILLAMOOK COUNTY EMERGENCY VINEYARD MOUNTAIN PARK&RECREATION COMMUNICATIONS DISTRICT,OR DISTRICT,OR TILLAMOOK COUNTY S.W.C.D.,OR VINEYARD MOUNTAIN SPECIAL ROAD DISTRICT, TILLAMOOK COUNTY TRANSPORTATION DISTRICT, OR OR WALLA WALLA RIVER IRRIGATION DISTRICT,OR TILLAMOOK FIRE DISTRICT,OR WALLOWA COUNTY HEALTH CARE DISTRICT,OR TILLAMOOK P.U.D.,OR WALLOWA LAKE COUNTY SERVICE DISTRICT,OR TILLER R.F.P.D.,OR WALLOWA LAKE IRRIGATION DISTRICT,OR TOBIN DITCH DISTRICT IMPROVEMENT COMPANY, WALLOWA LAKE R.F.P.D.,OR OR WALLOWA S.W.C.D.,OR TOLEDO R.F.P.D.,OR WALLOWA VALLEY IMPROVEMENT DISTRICT#1, TONE WATER DISTRICT,OR OR TOOLEY WATER DISTRICT,OR WAMIC R.F.P.D.,OR TRASK DRAINAGE DISTRICT,OR WAMIC WATER&SANITARY AUTHORITY,OR TRI CITY R.F.P.D.#4,OR WARMSPRINGS IRRIGATION DISTRICT,OR TRI-CITY WATER&SANITARY AUTHORITY,OR WASCO COUNTY S.W.C.D.,OR TRI-COUNTY METROPOLITAN TRANSPORTATION WATER ENVIRONMENT SERVICES,OR DISTRICT OF OREGON WATER WONDERLAND IMPROVEMENT DISTRICT, TRIMET,OR OR TUALATIN HILLS PARK&RECREATION DISTRICT WATERBURY&ALLEN DITCH IMPROVEMENT TUALATIN HILLS PARK&RECREATION DISTRICT, DISTRICT,OR OR WATSECO-BARVIEW WATER DISTRICT,OR TUALATIN S.W.C.D.,OR WAUNA WATER DISTRICT,OR TUALATIN VALLEY FIRE&RESCUE WEDDERBURN SANITARY DISTRICT,OR TUALATIN VALLEY FIRE&RESCUE,OR WEST EAGLE VALLEY WATER CONTROL DISTRICT, TUALATIN VALLEY IRRIGATION DISTRICT,OR OR TUALATIN VALLEY WATER DISTRICT WEST EXTENSION IRRIGATION DISTRICT,OR TUALATIN VALLEY WATER DISTRICT,OR WEST LABISH DRAINAGE&WATER CONTROL TUMALO IRRIGATION DISTRICT,OR IMPROVEMENT DISTRICT,OR TURNER FIRE DISTRICT,OR WEST MULTNOMAH S.W.C.D.,OR TWIN ROCKS SANITARY DISTRICT,OR WEST SIDE R.F.P.D.,OR TWO RIVERS NORTH SPECIAL ROAD DISTRICT,OR WEST SLOPE WATER DISTRICT,OR TWO RIVERS S.W.C.D.,OR WEST UMATILLA MOSQUITO CONTROL DISTRICT, TWO RIVERS SPECIAL ROAD DISTRICT,OR OR TYGH VALLEY R.F.P.D.,OR WEST VALLEY FIRE DISTRICT,OR TYGH VALLEY WATER DISTRICT,OR WESTERN HEIGHTS SPECIAL ROAD DISTRICT,OR UMATILLA COUNTY FIRE DISTRICT#1,OR WESTERN LANE AMBULANCE DISTRICT,OR UMATILLA COUNTY S.W.C.D.,OR WESTLAND IRRIGATION DISTRICT,OR UMATILLA COUNTY SPECIAL LIBRARY DISTRICT, WESTON ATHENA MEMORIAL HALL PARK& OR RECREATION DISTRICT,OR UMATILLA HOSPITAL DISTRICT,OR WESTON CEMETERY DISTRICT#2,OR UMATILLA R.F.P.D.#7-405,OR WESTPORT FIRE AND RESCUE,OR UMATILLA-MORROW RADIO AND DATA DISTRICT, WESTRIDGE WATER SUPPLY CORPORATION,OR OR WESTWOOD HILLS ROAD DISTRICT,OR UMPQUA S.W.C.D.,OR WESTWOOD VILLAGE ROAD DISTRICT,OR Version June 28,2023 WHEELER S.W.C.D.,OR GEORGE MIDDLE SCHOOL WHITE RIVER HEALTH DISTRICT,OR GLADSTONE SCHOOL DISTRICT WIARD MEMORIAL PARK DISTRICT,OR GRANTS PASS SCHOOL DISTRICT 7 WICKIUP WATER DISTRICT,OR GREATER ALBANY PUBLIC SCHOOL DISTRICT WILLAKENZIE R.F.P.D.,OR GRESHAM BARLOW JOINT SCHOOL DISTRICT WILLAMALANE PARK&RECREATION DISTRICT,OR HEAD START OF LANE COUNTY WILLAMALANE PARK AND RECREATION DISTRICT HIGH DESERT EDUCATION SERVICE DISTRICT WILLAMETTE HUMANE SOCIETY HILLSBORO SCHOOL DISTRICT WILLAMETTE RIVER WATER COALITION,OR HOOD RIVER COUNTY SCHOOL DISTRICT WILLIAMS R.F.P.D.,OR JACKSON CO SCHOOL DIST NO.9 WILLOW CREEK PARK DISTRICT,OR JEFFERSON COUNTY SCHOOL DISTRICT 5094 WILLOW DALE WATER DISTRICT,OR JEFFERSON PARISH SCHOOL DISTRICT WILSON RIVER WATER DISTRICT,OR JEFFERSON SCHOOL DISTRICT WINCHESTER BAY R.F.P.D.,OR JUNCTION CITY SCHOOLS,OR WINCHESTER BAY SANITARY DISTRICT,OR KLAMATH COUNTY SCHOOL DISTRICT WINCHUCK R.F.P.D.,OR KLAMATH FALLS CITY SCHOOLS WINSTON-DILLARD R.F.P.D.,OR LAFAYETTE PARISH SCHOOL DISTRICT WINSTON-DILLARD WATER DISTRICT,OR LAKE OSWEGO SCHOOL DISTRICT 7J WOLF CREEK R.F.P.D.,OR LANE COUNTY SCHOOL DISTRICT 4J WOOD RIVER DISTRICT IMPROVEMENT COMPANY, LINCOLN COUNTY SCHOOL DISTRICT OR LINN CO.SCHOOL DIST.95C WOODBURN R.F.P.D.NO.6,OR LIVINGSTON PARISH SCHOOL DISTRICT WOODLAND PARK SPECIAL ROAD DISTRICT,OR LOST RIVER JR/SR HIGH SCHOOL WOODS ROAD DISTRICT,OR LOWELL SCHOOL DISTRICT NO.71 WRIGHT CREEK ROAD WATER IMPROVEMENT SALEM-KEIZER PUBLIC SCHOOLS 24J DISTRICT,OR MARION COUNTY SCHOOL DISTRICT 103 WY'EAST FIRE DISTRICT,OR MARIST HIGH SCHOOL,OR YACHATS R.F.P.D.,OR MCMINNVILLE SCHOOL DISTRICT NOAO YAMHILL COUNTY TRANSIT AREA,OR MEDFORD SCHOOL DISTRICT 549C YAMHILL FIRE PROTECTION DISTRICT,OR MITCH CHARTER SCHOOL YAMHILL SWCD,OR MONROE SCHOOL DISTRICT NO.IJ YONCALLA PARK&RECREATION DISTRICT,OR MORROW COUNTY SCHOOL DIST,OR YOUNGS RIVER-LEWIS&CLARK WATER DISTRICT, MULTNOMAH EDUCATION SERVICE DISTRICT OR MULTISENSORY LEARNING ACADEMY ZUMWALT R.F.P.D.,OR MYRTLE PINT SCHOOL DISTRICT 41 NEAH-KAH-NIE DISTRICT NO.56 K-12 INCLUDING BUT NOT LIMITED TO: NEWBERG PUBLIC SCHOOLS ACADIA PARISH SCHOOL BOARD NESTUCCA VALLEY SCHOOL DISTRICT NO.101 BEAVERTON SCHOOL DISTRICT NOBEL LEARNING COMMUNITIES BEND-LA PINE SCHOOL DISTRICT NORTH BEND SCHOOL DISTRICT 13 BOGALUSA HIGH SCHOOL,LA NORTH CLACKAMAS SCHOOL DISTRICT BOSSIER PARISH SCHOOL BOARD NORTH DOUGLAS SCHOOL DISTRICT BROOKING HARBOR SCHOOL DISTRICT NORTH WASCO CITY SCHOOL DISTRICT 21 CADDO PARISH SCHOOL DISTRICT NORTHWEST REGIONAL EDUCATION SERVICE CALCASIEU PARISH SCHOOL DISTRICT DISTRICT CANBY SCHOOL DISTRICT ONTARIO MIDDLE SCHOOL CANYONVILLE CHRISTIAN ACADEMY OREGON TRAIL SCHOOL DISTRICT NOA6 CASCADE SCHOOL DISTRICT ORLEANS PARISH SCHOOL DISTRICT CASCADES ACADEMY OF CENTRAL OREGON PHOENIX-TALENT SCHOOL DISTRICT NOA CENTENNIAL SCHOOL DISTRICT PLEASANT HILL SCHOOL DISTRICT CENTRAL CATHOLIC HIGH SCHOOL PORTLAND JEWISH ACADEMY CENTRAL POINT SCHOOL DISTRICT NO.6 PORTLAND PUBLIC SCHOOLS CENTRAL SCHOOL DISTRICT 13J RAPIDES PARISH SCHOOL DISTRICT COOS BAY SCHOOL DISTRICT NO.9 REDMOND SCHOOL DISTRICT CORVALLIS SCHOOL DISTRICT 509J REYNOLDS SCHOOL DISTRICT COUNTY OF YAMHILL SCHOOL DISTRICT 29 ROGUE RIVER SCHOOL DISTRICT CULVER SCHOOL DISTRICT ROSEBURG PUBLIC SCHOOLS DALLAS SCHOOL DISTRICT NO.2 SCAPPOOSE SCHOOL DISTRICT 1J DAVID DOUGLAS SCHOOL DISTRICT SAINT TAMMANY PARISH SCHOOL BOARD,LA DAYTON SCHOOL DISTRICT NO.8 SEASIDE SCHOOL DISTRICT 10 DE LA SALLE N CATHOLIC HS SHERWOOD SCHOOL DISTRICT 88J DESCHUTES COUNTY SCHOOL DISTRICT NO.6 SILVER FALLS SCHOOL DISTRICT 4J DOUGLAS EDUCATIONAL DISTRICT SERVICE SOUTH LANE SCHOOL DISTRICT 45J3 DUFUR SCHOOL DISTRICT NO.29 SOUTHERN OREGON EDUCATION SERVICE EAST BATON ROUGE PARISH SCHOOL DISTRICT DISTRICT ESTACADA SCHOOL DISTRICT NO.10B SPRINGFIELD PUBLIC SCHOOLS FOREST GROVE SCHOOL DISTRICT SUTHERLIN SCHOOL DISTRICT Version June 28,2023 SWEET HOME SCHOOL DISTRICT NO.55 MILLARD SCHOOL DISTRICT,UT TERREBONNE PARISH SCHOOL DISTRICT MOAB CHARTER SCHOOL,UT THE CATLIN GABEL SCHOOL MONTICELLO ACADEMY,UT TIGARD-TUALATIN SCHOOL DISTRICT MORGAN SCHOOL DISTRICT,UT UMATILLA MORROW ESD MOUNTAINVILLE ACADEMY,UT WEST LINN WILSONVILLE SCHOOL DISTRICT MURRAY SCHOOL DISTRICT,UT WILLAMETTE EDUCATION SERVICE DISTRICT NAVIGATOR POINTE ACADEMY,UT WOODBURN SCHOOL DISTRICT NEBO SCHOOL DISTRICT,UT YONCALLA SCHOOL DISTRICT NO UT ACAD FOR MATH ENGINEERING&SCIENCE ACADEMY FOR MATH ENGINEERING&SCIENCE (NUAMES),UT (AMES),UT NOAH WEBSTER ACADEMY,UT ALIANZA ACADEMY,UT NORTH DAVIS PREPARATORY ACADEMY,UT ALPINE DISTRICT,UT NORTH SANPETE SCHOOL DISTRICT,UT AMERICAN LEADERSHIP ACADEMY,UT NORTH STAR ACADEMY,UT AMERICAN PREPARATORY ACADEMY,UT NORTH SUMMIT SCHOOL DISTRICT,UT BAER CANYON HIGH SCHOOL FOR SPORTS& ODYSSEY CHARTER SCHOOL,UT MEDICAL SCIENCES,UT OGDEN PREPARATORY ACADEMY,UT BEAR RIVER CHARTER SCHOOL,UT OGDEN SCHOOL DISTRICT,UT BEAVER SCHOOL DISTRICT,UT OPEN CLASSROOM,UT BEEHIVE SCIENCE&TECHNOLOGY ACADEMY OPEN HIGH SCHOOL OF UTAH,UT (BSTA),UT OQUIRRH MOUNTAIN CHARTER SCHOOL,UT BOX ELDER SCHOOL DISTRICT,UT PARADIGM HIGH SCHOOL,UT CBA CENTER,UT PARK CITY SCHOOL DISTRICT,UT CACHE SCHOOL DISTRICT,UT PINNACLE CANYON ACADEMY,UT CANYON RIM ACADEMY,UT PIUTE SCHOOL DISTRICT,UT CANYONS DISTRICT,UT PROVIDENCE HALL,UT CARBON SCHOOL DISTRICT,UT PROVO SCHOOL DISTRICT,UT CHANNING HALL,UT QUAIL RUN PRIMARY SCHOOL,UT CHARTER SCHOOL LEWIS ACADEMY,UT QUEST ACADEMY,UT CITY ACADEMY,UT RANCHES ACADEMY,UT DAGGETT SCHOOL DISTRICT,UT REAGAN ACADEMY,UT DAVINCI ACADEMY,UT RENAISSANCE ACADEMY,UT DAVIS DISTRICT,UT RICH SCHOOL DISTRICT,UT DUAL IMMERSION ACADEMY,UT ROCKWELL CHARTER HIGH SCHOOL,UT DUCHESNE SCHOOL DISTRICT,UT SALT LAKE ARTS ACADEMY,UT EARLY LIGHT ACADEMY AT DAYBREAK,UT SALT LAKE CENTER FOR SCIENCE EDUCATION,UT EAST HOLLYWOOD HIGH,UT SALT LAKE SCHOOL DISTRICT,UT EDITH BOWEN LABORATORY SCHOOL,UT SALT LAKE SCHOOL FOR THE PERFORMING ARTS, EMERSON ALCOTT ACADEMY,UT UT EMERY SCHOOL DISTRICT,UT SAN JUAN SCHOOL DISTRICT,UT ENTHEOS ACADEMY,UT SEVIER SCHOOL DISTRICT,UT EXCELSIOR ACADEMY,UT SOLDIER HOLLOW CHARTER SCHOOL,UT FAST FORWARD HIGH,UT SOUTH SANPETE SCHOOL DISTRICT,UT FREEDOM ACADEMY,UT SOUTH SUMMIT SCHOOL DISTRICT,UT GARFIELD SCHOOL DISTRICT,UT SPECTRUM ACADEMY,UT GATEWAY PREPARATORY ACADEMY,UT SUCCESS ACADEMY,UT GEORGE WASHINGTON ACADEMY,UT SUCCESS SCHOOL,UT GOOD FOUNDATION ACADEMY,UT SUMMIT ACADEMY,UT GRAND SCHOOL DISTRICT,UT SUMMIT ACADEMY HIGH SCHOOL,UT GRANITE DISTRICT,UT SYRACUSE ARTS ACADEMY,UT GUADALUPE SCHOOL,UT THOMAS EDISON-NORTH,UT HAWTHORN ACADEMY,UT TIMPANOGOS ACADEMY,UT INTECH COLLEGIATE HIGH SCHOOL,UT TINTIC SCHOOL DISTRICT,UT IRON SCHOOL DISTRICT,UT TOOELE SCHOOL DISTRICT,UT ITINERIS EARLY COLLEGE HIGH,UT TUACAHN HIGH SCHOOL FOR THE PERFORMING JOHN HANCOCK CHARTER SCHOOL,UT ARTS,UT JORDAN DISTRICT,UT UINTAH RIVER HIGH,UT JUAB SCHOOL DISTRICT,UT UINTAH SCHOOL DISTRICT,UT KANE SCHOOL DISTRICT,UT UTAH CONNECTIONS ACADEMY,UT KARL G MAESER PREPARATORY ACADEMY,UT UTAH COUNTY ACADEMY OF SCIENCE,UT LAKEVIEW ACADEMY,UT UTAH ELECTRONIC HIGH SCHOOL,UT LEGACY PREPARATORY ACADEMY,UT UTAH SCHOOLS FOR DEAF&BLIND,UT LIBERTY ACADEMY,UT UTAH STATE OFFICE OF EDUCATION,UT LINCOLN ACADEMY,UT UTAH VIRTUAL ACADEMY,UT LOGAN SCHOOL DISTRICT,UT VENTURE ACADEMY,UT MARIA MONTESSORI ACADEMY,UT VISTA AT ENTRADA SCHOOL OF PERFORMING MERIT COLLEGE PREPARATORY ACADEMY,UT ARTS AND TECHNOLOGY,UT Version June 28,2023 WALDEN SCHOOL OF LIBERAL ARTS,UT WEBER STATE UNIVERSITY,UT WASATCH PEAK ACADEMY,UT SOUTHERN UTAH UNIVERSITY,UT WASATCH SCHOOL DISTRICT,UT SNOW COLLEGE,UT WASHINGTON SCHOOL DISTRICT,UT DIXIE STATE COLLEGE,UT WAYNE SCHOOL DISTRICT,UT COLLEGE OF EASTERN UTAH,UT WEBER SCHOOL DISTRICT,UT UTAH VALLEY UNIVERSITY,UT WEILENMANN SCHOOL OF DISCOVERY,UT SALT LAKE COMMUNITY COLLEGE,UT UTAH COLLEGE OF APPLIED TECHNOLOGY,UT HIGHER EDUCATION ARGOSY UNIVERSITY STATE AGENCIES BATON ROUGE COMMUNITY COLLEGE,LA ADMIN.SERVICES OFFICE BIRTHINGWAY COLLEGE OF MIDWIFERY BOARD OF MEDICAL EXAMINERS BLUE MOUNTAIN COMMUNITY COLLEGE HAWAII CHILD SUPPORT ENFORCEMENT AGENCY BRIGHAM YOUNG UNIVERSITY-HAWAII HAWAII DEPARTMENT OF TRANSPORTATION CENTRAL OREGON COMMUNITY COLLEGE HAWAII HEALTH SYSTEMS CORPORATION CENTENARY COLLEGE OF LOUISIANA OFFICE OF MEDICAL ASSISTANCE PROGRAMS CHEMEKETA COMMUNITY COLLEGE OFFICE OF THE STATE TREASURER CLACKAMAS COMMUNITY COLLEGE OREGON BOARD OF ARCHITECTS COLLEGE OF THE MARSHALL ISLANDS OREGON CHILD DEVELOPMENT COALITION COLUMBIA GORGE COMMUNITY COLLEGE OREGON DEPARTMENT OF EDUCATION CONCORDIA UNIVERSITY OREGON DEPARTMENT OF FORESTRY GEORGE FOX UNIVERSITY OREGON DEPT OF TRANSPORTATION KLAMATH COMMUNITY COLLEGE DISTRICT OREGON DEPT.OF EDUCATION LANE COMMUNITY COLLEGE OREGON LOTTERY LEWIS AND CLARK COLLEGE OREGON OFFICE OF ENERGY LINFIELD COLLEGE OREGON STATE BOARD OF NURSING LINN-BENTON COMMUNITY COLLEGE OREGON STATE DEPT OF CORRECTIONS LOUISIANA COLLEGE,LA OREGON STATE POLICE LOUISIANA STATE UNIVERSITY OREGON TOURISM COMMISSION LOUISIANA STATE UNIVERSITY HEALTH SERVICES OREGON TRAVEL INFORMATION COUNCIL MARYLHURST UNIVERSITY SANTIAM CANYON COMMUNICATION CENTER MT.HOOD COMMUNITY COLLEGE SEIU LOCAL 503,OPEU MULTNOMAH BIBLE COLLEGE SOH-JUDICIARY CONTRACTS AND PURCH NATIONAL COLLEGE OF NATURAL MEDICINE STATE DEPARTMENT OF DEFENSE,STATE OF NORTHWEST CHRISTIAN COLLEGE HAWAII OREGON HEALTH AND SCIENCE UNIVERSITY STATE OF HAWAII OREGON INSTITUTE OF TECHNOLOGY STATE OF HAWAII,DEPT.OF EDUCATION OREGON STATE UNIVERSITY STATE OF LOUISIANA OREGON UNIVERSITY SYSTEM STATE OF LOUISIANA DEPT.OF EDUCATION PACIFIC UNIVERSITY STATE OF LOUISIANA,26TH JUDICIAL DISTRICT PIONEER PACIFIC COLLEGE ATTORNEY PORTLAND COMMUNITY COLLEGE STATE OF UTAH 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 UNIVERSITY OF UTAH,UT UTAH STATE UNIVERSITY,UT Version June 28,2023 FEDERAL TRANSIT ADMINISTRATION TERMS, CONDITIONS, AND CERTIFICATIONS FEDERAL TRANSIT ADMINISTRATION TERMS, CONDITIONS AND CERTIFICATIONS Requirements/Conditions For All FTA Assisted Contracts: Federal Disclaimer to Third Parties Program Fraud and False or Fraudulent Statements and Related Acts Access to Third Party Contract Records Prohibitions Against Exclusionary or Discriminatory Specifications Changes to Federal Requirements Termination Provisons (Contracts exceeding $10,000) Civil Rights Requirements Requirements for Disadvantaged Business Enterprises (DBEs) Incorporation of FTA Terms Requirements for Contracts Exceeding $25,000 Threshold: Debarment and Suspension Requirements Requirements for Contracts Exceeding Small Purchase Threshold ($100,000): Report, record retention, and access provisions Buy America requirements Provisions For Resolution Of Disputes, Breaches, Defaults Or Other Litigation Lobbying Requirements Bonding Requirements for Construction Activities; (may be imposed for nonconstruction activities) Clean Water Requirements Clean Air Requirements Cargo Preference Acquisition of Property Shipped by Ocean Vessel Acquisition of Property Shipped by Air(Fly America) Construction Activities: Equal Employment Opportunity (Except for supplies/raw materials) Construction Employee Protection Requirements: (except for contracts < $2,000, or for supplies/raw materials) Davis Bacon Act (for contracts exceeding $2,000) Contract Work Hours & Safety Standards Act (contracts exceeding $100,000) Copeland Anti-Kickback Act (for all construction contracts) Siesmic Safety (for new buildings/additions only) Non Construction Activities Non Construction Employee Protection Requirements (Except for supplies/raw materials) (for all turnkey, rolling stock and operiational contracts (excluding transportation services) in excess of$100,000 Transit Operations Transit Employee Protective Arrangements Charter Service Operation School Bus Operations Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations Planning, Research, Development and Demonstration Projects Patent Rights Requirements Rights in data and copyrights requirements Turnkey and Other Acquisitions Made by a Third Party Contractor Assuming the Role of Sun Tran Bus Testing Pre-Award and Post-Delivery Audit Requirements Miscellaneous Special Requirements Environmental Protection Energy Conservation Requirements Metric System Requirements National ITS Architecture Requirements for Recycled Products (for items designated by EPA) Seat Belt Use Text Messaging While Driving Federal Davis-Bacon Wage Rates (If Applicable) Certifications Buy America Transit Vehicle Manufacturer's DBE Certification Lobbying Bus Testing Requirements Protest Procedures For Federal Transit Administration Funded Projects Sun Tran Protest Procedures For Federal Transit Administration (FTA) Funded Projects Requirements/Conditions For All FTA Assisted Contracts This Contract is Subject to Federal Financial Assistance/Application of Provisions and Clauses This contract is funded in part by grants from the Federal Transit Administration (FTA)of the United States Department of Transportation. The award of any contract is subject to the requirements of financial assistance contracts between Sun Tran and the U.S. Department of Transportation. The Contractor is required to comply with all terms and conditions prescribed for third-party contracts by the U.S. Department of Transportation, Federal Transit Administration(FTA). If FTA requires any change to this Contract to comply with its requirements, both parties agree to amend the Contract as required by FTA. If such changes cause an increase or decrease in the work to be performed by the Contractor or the time for such performance, then the compensation to be paid the Contractor and time of performance shall be equitably adjusted. The required contract clauses,which are identified below as applicable to this solicitation, will be incorporated by reference in any contract resulting from this solicitation issued by Sun Tran. These solicitation provisions and required contract clauses are in addition to other General Specifications, Special and Technical Specifications, Bidding or Proposal Procedures, and Bid or Proposal Forms set forth in other sections of this solicitation which may also be incorporated by reference in any resulting contract. If there is any discrepancy in the language between this document and the General Specifications, Special and Technical Specifications, Bidding or Proposal Procedures and Bid or Proposal Forms set forth in other sections of this solicitation, the stricter of two shall govern. Some provisions and clauses require the bidder/proposer to execute and submit certain required certifications with the bid or proposal, which are included herein. Failure to execute and submit required certifications with the bid or proposal documents may render a bid or proposal non-responsive. II Federal Disclaimer to Third Parties 1. The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. 2. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. Program Fraud and False or Fraudulent Statements and Related Acts - 31 U.S.C. § 3801 et seq., 49 CFR Part 31, 18 U.S.C. § 1001, 49 U.S.C. 5307 1. The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract,the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. 2. The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. 3. The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. Access to Third Party Contract Records (Form FTA Master Agreement MA (18) dated October 1, 2011) All contractors and third party subcontractors at each tier to provide to the U.S. Secretary of Transportation and the Comptroller General of the United States or their duly authorized representatives, access to all third party contract records as required by 49 U.S.C. § 5325(g). All contractors further agree to require its third party contractors and third party subcontractors, at each tier, to provide sufficient access to third party procurement records as needed for compliance with Federal laws and regulations or to assure proper Project management as determined by FTA. Prohibitions Against Exclusionary or Discriminatory Specifications —49 U.S.C. § 5323(h)(2) 1. Apart from inconsistent requirements imposed by Federal laws or regulations, Sun Tran agrees that it will comply with 49 U.S.C. § 5325 (h) by not expending or otherwise using any Federal assistance FTA has made available for the Project to support a procurement using exclusionary or discriminatory specifications. Changes to Federal Requirements -49 CFR Part 18 1. Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Agreement (Form FTA MA (18) dated October, 2011 between Sun Tran and FTA), as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. All standards or limits set forth in this Contract to be observed in the performance of the work are minimum requirements, unless modified by the FTA. Termination Provisions -49 U.S.C.Part 18, FTA Circular 4220.1F 1. Termination for Convenience (General Provision): Sun Tran may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to Sun Tran to be paid the Contractor. If the Contractor has any propertyin its possession belonging to Sun Tran, the Contractor will account for the same, and dispose of it in 9 9P the manner Sun Tran directs. 2. Termination for Default [Breach or Cause] (General Provision): If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, Sun Tran may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by Sun Tran that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, Sun Tran, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. 3. Opportunity to Cure (General Provision): Sun Tran in its sole discretion may, in the case of a termination for breach or default, allow the Contractor to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to Sun Tran's satisfaction the breach or default or any of the terms, covenants, or conditions of this Contract after receipt of written notice from Sun Tran setting forth the nature of said breach or default, Sun Tran shall have the right to terminate the Contract without any further obligation to Contractor.Any such termination for default shall not in any way operate to preclude Sun Tran from also pursuing all available remedies against Contractor and its sureties for said breach or default. 4. Waiver of Remedies for any Breach: In the event that Sun Tran elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by Sun Tran shall not limit Sun Tran's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. 5. Termination for Convenience (Professional or Transit Service Contracts): Sun Tran, by written notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, Sun Tran shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. 6. Termination for Default(Supplies and Service): If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, Sun Tran may terminate this contract for default. Sun Tran shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of Sun Tran. 7. Termination for Default(Transportation Services): If the Contractor fails to pick up the commodities or to perform the services, including delivery services,within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, Sun Tran may terminate this contract for default. Sun Tran shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default.The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract. If this contract is terminated while the Contractor has possession of Recipient goods, the Contractor shall, upon direction of Sun Tran, protect and preserve the goods until surrendered to Sun Tran or its agent.The Contractor and Sun Tran shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of Sun Tran. 8. Termination for Default (Construction): If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the Contractor fails to comply with any other provisions of this contract, Sun Tran may terminate this contract for default. Sun Tran shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, Sun Tran may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to Sun Tran resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by Sun Tran in completing the work. The Contractor's right to proceed shall not be terminated nor the Contractor charged with damages under this clause if- a. the delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of Sun Tran, acts of another Contractor in the performance of a contract with Sun Tran,epidemics, quarantine restrictions,strikes, freight embargoes; and b. the contractor, within ten 10 days from the beginning of anydela notifies Sun Tran in writingof the causes � ) Y 9 9 Y, of delay. If in the judgment of Sun Tran, the delay is excusable, the time for completing the work shall be extended. The judgment of Sun Tran shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. If, after termination of the Contractor's to rightproceed, it is determined that g the t e Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of Sun Tran. 9. Termination for Convenience or Default (Architect and Engineering): Sun Tran may terminate this contract in whole or in part, for Sun Tran's convenience or because of the failure of the Contractor to fulfill the contract obligations. Sun Tran shall terminate by delivering to the Contractor a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. If the termination is for the convenience of Sun Tran, the Contracting Officer shall make an equitable adjustment in the contractprice but shall allow no anticipatedprofit on unperformed services. P P If the termination is for failure of the Contractor to fulfill the contract obligations, Sun Tran may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by Sun Tran. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of Sun Tran. 10. Termination for Convenience or Default (Cost-Type Contracts): Sun Tran may terminate this contract, or any portion of it, by serving a notice or termination on the Contractor. The notice shall state whether the termination is for convenience of Sun Tran or for the default of the Contractor. If the termination is for default,the notice shall state the manner in which the contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from Sun Tran, or property supplied to the Contractor by Sun Tran. If the termination is for default, Sun Tran may fix the fee, if the contract provides for a fee, to be paid the contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to Sun Tran and the parties shall negotiate the termination settlement to be paid the Contractor. If the termination is for the convenience of Sun Tran, the Contractor shall be paid its contract close-out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination. If,after serving a notice of termination for default, Sun Tran determines that the Contractor has an excusable reason for not performing, such as strike, fire, flood, events which are not the fault of and are beyond the control of the contractor, Sun Tran, after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. Civil Rights Requirements - 29 U.S.C. § 623, 42 U.S.C. § 2000, 42 U.S.C. § 6102, 42 U.S.C. § 12112, 42 U.S.C. § 12132, 49 U.S.C. § 5332, 29 CFR Part 1630, 41 CFR Parts 60 et seq. 1. Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. 2. Equal Employment Opportunity- The following equal employment opportunity requirements apply to the underlying contract: a. Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq ., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. b. Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. c. Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 3. The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. Requirements for Disadvantaged Business Enterprises (DBE's) - 49 CFR Part 26 1. The Federal Fiscal Year goal has been set by Sun Tran in an attempt to match projected procurements with available qualified disadvantaged businesses. Sun Tran goals for budgeted service contracts, bus parts, and other material and supplies for Disadvantaged Business Enterprises have been established by Sun Tran as set forth by the Department of Transportation Regulations 49 C.F.R. Part 26, March 31, 1980, and amended by Section 106(c) of the Surface Transportation Assistance Act of 1987, and is considered pertinent to any contract resulting from this request for proposal. If a specific DBE goal is assigned to this contract, it will be clearly stated in the Legal Documents and Specifications, and if the contractor is found to have failed to exert sufficient, reasonable, and good faith efforts to involve DBE's in the work provided, Sun Tran may declare the Contractor noncompliant and in breach of contract. If a goal is not stated in the Special Specifications, it will be understood that no specific goal is assigned to this contract. a. Policy - It is the policy of the Department of Transportation and Sun Tran that Disadvantaged Business Enterprises, as defined in 49 CFR Part 26, and as amended in Section 106(c) of the Surface Transportation and Uniform Relocation Assistance Act of 1987, shall have the maximum opportunity to participate in the performance of Contract financed in whole or in part with federal funds under this Agreement. Consequently, the DBE requirements of 49 CFR Part 26 and Section 106(c) of the STURAA of 1987, apply to this Contract. The Contractor agrees to ensure that DBEs as defined in 49 CFR Part 26 and Section 106(c) of the STURAA of 1987 have the maximum opportunity to participate in the whole or in part with federal funds provided under this Agreement. In this regard, the Contractor shall take all necessary and reasonable steps in accordance with the regulations to ensure that DBEs have the maximum opportunity to compete for and perform subcontracts. The Contractor shall not discriminate on the basis of race, color, national origin, religion, sex, age or physical handicap in the award and performance of subcontracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or any such other remedy as the recipient deems appropriate. It is further the policy of Sun Tran to promote the development and increase the participation of businesses owned and controlled by disadvantaged. DBE involvement in all phases of Sun Tran procurement activities are encouraged. b. DBE obligation - The Contractor and its subcontractors agree to ensure that disadvantaged businesses have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with federal funds provided under the Agreement. In that regard, all Contractors and subcontractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 26 as amended, to ensure that minority business enterprises have the maximum opportunity to compete for and perform contracts. c. Where the Contractor is found to have failed to exert sufficient reasonable and good faith efforts to involve DBE's in the work provided, Sun Tran may declare the contractor noncompliant and in breach of contract. d. The Contractor will keep records and documents for a reasonable time following performance of this contract to indicate compliance with Sun Tran DBE program. These records and documents will be made available at reasonable times and places for inspection by any authorized representative of Sun Tran and will be submitted to Sun Tran upon request. e. Sun Tran will provide affirmative assistance as may be reasonable and necessary to assist the prime contractor in implementing their programs for DBE participation. The assistance may include the following upon request: • Identification of qualified DBE * Available listing of Minority Assistance Agencies • Holding bid conferences to emphasize requirements 2. DBE Program Definitions, as used in the contract: a. Disadvantaged business "means a small business concern": i. Which is at least 51 percent owned by one or more socially and economically disadvantaged individuals, or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more socially and economically disadvantaged individuals; and ii. Whose management and daily business operations are controlled by one or more of the socially and economically disadvantaged individuals who own it. or iii. Which is at least 51 percent owned by one or more women individuals, or in the case of any publicly owned business, at least 51% of the stock of which is owned by one or more women individuals; and iv. Whose management and daily business operations are controlled by one or more women individuals who own it. b. "Small business concern" means a small business as defined by Section 3 of the Small Business Act and Appendix B - (Section 106(c)) Determinations of Business Size. c. "Socially and economically disadvantaged individuals" means those individuals who are citizens of the United States(or lawfully admitted permanent residents and who are black Americans, Hispanic Americans, Native Americans, Asian-Pacific Americans, Asian-Indian Americans, or women, and any other minorities or individuals found to be disadvantaged by the Small Business Administration pursuant to section 8(a) of the Small Business Act. i. "Black Americans", which includes persons having origins in any of the Black racial groups of Africa; ii. "Hispanic Americans", which includes persons of Mexican, Puerto Rican, Cuba, Central or South American, or other Spanish or Portuguese culture or origin, regardless of race; iii. "Native Americans", which includes persons who are American Indians, Eskimos, Aleuts, or Native Hawaiians; iv. "Asian-Pacific Americans", which includes persons whose origins are from Japan, China, Taiwan, Korea, Vietnam, Laos, Cambodia, the Philippines, Samoa, Guam, the U.S. Trust Territories of Pacific, and the Northern Marianas; v. "Asian-Indian Americans", which includes persons whose origins are from India, Pakistan, and Bangladesh. 3. Prime contractors are required to pay subcontractors for satisfactory performance of their contracts no later than 30 days from receipt of each payment made by Sun Tran to the prime contractor. If applicable, the Prime contractor is to pay all retainage owed to the DBE subcontractor within 30 days of satisfactory completion of the contracted work. For the purposes of this section, a subcontractor's work is satisfactorily completed when all the tasks called for in the subcontract have been accomplished and documented by the prime contractor as required by Sun Tran. Sun Tran will continue to hold full retainage as provided for under the Arizona Revised Statutes. Prime contractors must provide notice to DBE firms that complaints of violations of the prompt payment provision may be submitted in writing to Sun Tran Office of Equal Opportunity Programs Director, 201 N. Stone Ave., 3' Floor NW, Tucson Arizona 85701. The complaint shall set forth the facts and identify the prime contractor and the project. Incorporation Of Federal Transit Administration (FTA)Terms - FTA Circular 4220.1 F Incorporation of Federal Transit Administration (FTA)Terms -The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any of Sun Tran's requests which would cause Sun Tran to be in violation of the FTA terms and conditions. Requirements for Contracts Exceeding $25,000 Debarment and Suspension Requirements -49 CFR Part 29, Executive Order 12549 Debarment, Suspension, and Other Responsibility Matters - (Third Party Contracts over $25,000). The Recipient agrees to comply, and assures the compliance of each subrecipient, lessee, third party contractor, or other participant at any tier of the Project, with Executive Orders Nos. 12549 and 12689, "Debarment and Suspension,' 31 U.S.C. §6101 note, and U.S. DOT regulations, "Nonprocurement Suspension and Debarment,"2 C.F.R. Part 1200, which adopts and supplements the provisions of U.S. Office of Management FTA Master Agreement MA(16), 10-1- 2009 17 and Budget (U.S. OMB) "Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),"2 C.F.R. Part 180. The Recipient agrees to, and assures that its subrecipients, lessees, third party contractors, and other participants at any tier of the Project will, review the "Excluded Parties Listing System" at http://epls.gov/ before entering into any subagreement, lease, third party contract, or other arrangement in connection with the Project. Requirements for Contracts Exceeding100 q � 000, Access To Records And Reports -49 U.S.C. 5325, 18 CFR 18.36 (i), 49 CFR 633.17 Record Retention During the course of the Project and for three years thereafter from the date of transmission of the final expenditure report, the Recipient agrees to maintain intact and readily accessible all data, documents, reports, records, subagreements, leases, third party contracts, and supporting materials related to the Project as the Federal Government may require. Access to Records of Recipients and Subrecipients The Recipient agrees to permit, and require its subrecipients to permit, the U.S. Secretary of Transportation, the Comptroller General of the United States, and, to the extent appropriate, the State, or their authorized representatives, upon their request to inspect all Project work, materials, payrolls, and other data, and to audit the books, records, and accounts of the Recipient and its subrecipients pertaining to the Project, as required by 49 U.S.C. § 5325(g), 18 CFR 18.36(i), 49 CFR 633.17 Buy America Requirements -49 U.S.C. 5323(j), 49 CFR Part 661 Buy America Provision: Steel and Manufactured Products Other than Buses, Rolling Stock and Associated Equipment The contractor agrees to comply with 49 U.S.C. 5323(j) and 49 CFR Part 661, which provide that Federal funds may not be obligated unless steel, iron,and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 CFR 661.7, and include final assembly in the United States for 15 passenger vans and 15 passenger wagons produced by Chrysler Corporation, microcomputer equipment, software, and small purchases (currently less than $100,000) made with capital, operating, or planning funds. Separate requirements for rolling stock are set out at 5323(j)(2)(C) and 49 CFR 661.11. Rolling stock not subject to a general waiver must be manufactured in the United States and have a 60 percent domestic content. A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification (see Certification section) with all bids on FTA-funded contracts, of$100,000 and above, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive.This requirement does not apply to lower tier subcontractors. Provisions For Resolution Of Disputes, Breaches, Defaults Or Other Litigation -49 CFR Part 18, FTA Circular 4220.1F Disputes Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of Sun Tran.This decision shall be final and conclusive unless within ten (10)days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the authorized representative of Sun Tran. In connection with any such appeal,the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the authorized representative of Sun Tran shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute Unless otherwise directed by Sun Tran, Contractor shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between Sun Tran and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which Sun Tran is located. Rights and Remedies The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by Sun Tran, Architect or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. Lobbying Requirements - 31 U.S.C. 1352, 49 CFR Part 19, 49 CFR Part 20 Contractors who apply or bid for an award of$100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency,a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to Sun Tran. Bonding Requirements for Construction Activities; may be imposed for non-construction activities Refer to the Special Terms & Conditions of this Solicitation for Bid Bond Requirements (Construction ) Performance and Payment Bonding Requirements (Construction) Performance and Payment Bonding Requirements (Non-Construction) Advance Payment Bonding Requirements Patent Infringement Bonding Requirements (Patent Indemnity) Warranty of the Work and Maintenance Bonds Clean Water Requirements - 33 U.S.C. 1251 1. The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq . The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. 2. The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA Clean Air Requirements -42 U.S.C. 7401 et seq., 40 CFR 15.61, 49 CFR Part 18 1. The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq . The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. 2. The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA Requirements for Recycled Products -42 U.S.C. 6962, 40 CFR Part 247, Executive Order 12873 The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. Cargo Preference Cargo Preference - 46 U.S.C. 1241, 46 CFR Part 381 Acquisition of Property Shipped by Ocean Vessel: Pursuant to 46 C.F.R. Part 381, the following clauses must be inserted in all contracts under which equipment, materials or commodities may be transported by ocean vessel in carrying out the Project. The contractor agrees to: a. use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage(computed separately for dry bulk carriers, dry cargo liners, and tankers)involved,whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels; b. furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on-board" commercial ocean bill-of-lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient(through the contractor in the case of a subcontractor's bill-of-lading.) c. include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel. Acquisition of Property Shipped by Air(Fly America): Fly America Requirements-The Contractor agrees to comply with 49 U.S.C. 40118 (the"Fly America"Act)in accordance with the General Services Administration's regulations at 41 CFR Part 301-10, which provide that recipients and subrecipients of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S Government-financed international air travel and transportation of their personal effects or property,to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Contractor shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. The Contractor agrees to include the requirements of this section in all subcontracts that may involve international air transportation. Construction Activities Equal Employment Opportunity (Does not apply for supplies/raw materials procurements) Equal Employment Opportunity All construction contracts in excess of$10,000 by grantees and their contractors or subgrantees shall contain a provision requiring compliance with Executive Order 11246, entitled "Equal Employment Opportunity", as amended by Executive Order 11375, and as supplemented in Department of Labor regulations (41 C.F.R. Part 60). The following clauses shall be included: Nondiscrimination During the performance of this contract, the contractor agrees as follows: a. The contractor will not discriminate against any employee or applicant for employment because of race,color, religion, sex, disability, or national origin. The contractor will take affirmative action to ensure that applicants are employed,and that employees are treated during employment without regard to their race, color, religion, sex, disability, or national origin. Such action shall include but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. b. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, disability, or national origin. c. The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the labor union or workers' representative of the contractors commitments under Section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. d. The contractor will comply with allprovisions of Executive Order No. 11246 of September 24, P Y 1965, and of P the rules, regulations, and relevant orders of the Secretary of Labor. e. The contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the Secretary of Labor and the FTA for purposes of investigation to ascertain compliance with such rules, regulations, and orders. f. In the event of the contractor's noncompliance with the nondiscrimination clauses of this agreement or with any of such rules, regulations or orders,this agreement may be cancelled,terminated,or suspended in whole or in part and the contractor may be declared ineligible for further Federal or Federally assisted contracts in accordance with procedures authorized in Executive No. Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. g. The contractor will include the provisions of paragraphs(a)through (g)of this subsection in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965,so that such provisions shall be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the Secretary of Labor or the FTA may direct as a means of enforcing such provisions, including sanctions for noncompliance; provided, however, that if a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States." Specifications The following clauses must also be included in all construction contracts and subcontracts over $10,000, in geographical areas designated pursuant to 41 C.F.R. 60-4.3: "Standard Federal Equal Employment Opportunity Construction Contract Specifications (Executive Order No. 11246): 1. As used in these specifications: a. "Covered Area" means the geographical area described in the solicitation from which this contract resulted; b. "Director" means Director, Office of Federal Contract Compliance Programs, United States Department of Labor, or any person to whom the Director delegates authority; c. "Employer Identification Number" means the federal social security number used on the employer's quarterly federal tax return, U.S. Treasury Department Form 941. d. "Minority" includes: i. Black(all persons having origins in any of the black African racial groups not of Hispanic origin); ii. Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central or South American, or other Spanish culture or origin, regardless of race); iii. Asian and Pacific Islander (all persons having origins in any of the original peoples of the Far East, Southeast Asia, the Indian subcontinent, or the Pacific Islands); and iv. American Indian or Alaskan Native (all persons having origins in any of the original peoples of North America and maintaining identifiable tribal affiliations through membership and participation or community identification). 2. Whenever the contractor, or any subcontractor at any tier, subcontracts a portion of the work involving any construction trade, it shall physically include in each subcontract in excess of$10,000 the provisions of these specifications and the notice which contains the applicable goals for minority and female participation and which is set forth in the solicitations from which this contract resulted. 3. If the contractor is participating (pursuant to 41 C.F.R. 60-4.5) in a hometown plan approved by the U.S. Department of Labor in the covered area,either individually or through an association, its affirmative action obligations on all work in the plan area (including goals and timetables) shall be in accordance with that plan for those trades which have unions participating in the plan. Contractors must be able to demonstrate their participation in and compliance with the provisions of any such hometown plan. Each contractor or subcontractor participating in an approved plan is individually required to comply with its obligations under the EEO clause, and to make a good faith effort to achieve each goal under the plan in each trade in which it has employees. The overall good faith performance by other contractors or subcontractors toward a goal in an approved plan does not excuse any covered contractor's or subcontractor's failure to make good faith efforts to achieve the plan goals and timetables. 4. The contractor shall implement the specific affirmative action standards provided in paragraphs (7)(a) through (p)of these specifications. The goals set forth in the solicitation from which this contract resulted are expressed as percentages of the total hours of employment and training of minority and female utilization the contractor should reasonably be able to achieve in each construction trade in which it has employees in the covered area. Covered construction contractors performing construction work in geographical areas where they do not have a Federal or Federally assisted construction contract shall apply the minority and female goals established for the geographical area where the work is being performed. Goals are published periodically in the Federal Register in notice form, and such notices may be obtained from any Federal Contract Compliance Program Office or from Federal Procurement ContractingOfficers. The contractor is expected to make substantiallyuniform progress toward its goal P P 9 in each craft during the period specified. 5. Neither the provisions of any collective bargaining agreement, nor the failure by a union with whom the contractor has a collective bargaining agreement, to refer either minorities or women shall excuse the contractor's obligations under these specifications, Executive Order No. 11246, or the regulations promulgated pursuant thereto. 6. In order for the nonworking training hours of apprentices and trainees to be counted in meeting the goals, such apprentices and trainees must be employed by the contractor during the training period, and the contractor must have made a commitment to employ the apprentices and trainees at the completion of their training, subject to the availability of employment opportunities. Trainees must be trained pursuant to training programs approved by the U. S. Department of Labor. 7. The contractor shall take specific affirmative actions to ensure equal employment opportunity. The evaluation of the contractor's compliance with these specifications shall be based upon its effort to achieve maximum results from its actions. The contractor shall document these efforts fully, and shall implement affirmative action steps at least as extensive as the following: a. Ensure and maintain a working environment free of harassment, intimidation, and coercion at all sites, and in all facilities at which the contractor's employees are assigned to work. The contractor, where possible, will assign two or more women to each construction project. The contractor shall specifically ensure that all foremen, superintendents, and other on-site supervisory personnel are aware of and carry out the contractor's obligation to maintain such a working environment,with specific attention to minority or female individuals working at such sites or in such facilities. b. Establish and maintain a current list of minority and female recruitment sources, provide written notice to minority and female recruitment sources and to community organizations when the contractor or its unions have employment opportunities available, and maintain a record of the organizations' responses. c. Maintain a current file of the names, addresses, and telephone numbers of each minority and female off-the-street applicant and minority or female referral from a union, a recruitment source or community organization and of what action was taken with respect to each such individual. If such individual was sent to the union hiring hall for referral and was not referred back to the contractor by the union or, if referred, not employed by the contractor, this shall be documented in the file with the reason therefor,along with whatever additional actions the contractor may have taken. d. Provide immediate written notification to the Director when the union or unions with which the contractor has a collective bargaining agreement has not referred to the contractor a minority person or woman sent by the contractor, or when the contractor has other information that the union referral process has impeded the contractor's efforts to meet its obligations. e. Develop on-the-job training opportunities and/or participate in training programs for the area which expressly include minorities and women, including upgrading programs and apprenticeship and trainee programs relevant to the contractor's employment needs, especially those programs funded or approved by the Department of Labor. The contractor shall provide notice of these programs to the sources compiled under(7)(b)above. f. Disseminate the contractor's EEO policy by providing notice of the policy to unions and training programs and requesting their cooperation in assisting the contractor in meeting its EEO obligations; by including it in any policy manual and collective bargaining agreement; by publicizing it in the company newspaper, annual report, etc.; by specific review of the policy with all management personnel and with all minority and female employees at least once a year; and by posting the company EEO policy on bulletin boards accessible to all employees at each location where construction work is performed. g. Review, at least annually, the company's EEO policy and affirmative action obligations under these specifications with all employees having responsibility for hiring, assignment, layoff, termination or other employment decisions including specific review of these items with on-site supervisory personnel such as superintendents, general foreman, etc., prior to the initiation of construction work at any job site. A written record shall be made and maintained identifying the time and place of these meetings, persons attending, subject matter discussed, and disposition of the subject matter. h. Disseminate the contractor's EEO policy externally by including it in any advertising in the news media, specifically including minority and female news media, and providing written notification to and discussing the contractor's EEO policy with other contractors and subcontractors with whom the contractor does or anticipates doing business. Direct recruitment efforts, both oral and written,to minority,female,and community organizations, to schools with minority and female students and to minority and female recruitment and training organizations serving the contractor's recruitment area and employment needs. Not later than one month prior to the date for the acceptance of applications for apprenticeship or other training by any recruitment source, the contractor shall send written notice to organizations such as the above, describing the openings, screening procedures, and tests to be used in the selection process. j. Encourage present minority and female employees to recruit other minority persons and women and, where reasonable, provide after school, summer and vacation employment to minority and female youth, both on the site and in other areas of the contractor's work force. k. Validate all tests and other selection requirements where there is an obligation to do so under 41 C.F.R. Part 60-3. Conduct, at least annually, an inventory and evaluation at least of all minority and female personnel for promotional opportunities and encourage these employees to seek or to prepare for, through appropriate training, etc., such opportunities. m. Ensure that seniority practices, job classifications, work assignments, and other personnel practices do not have a discriminatory effect by continually monitoring all personnel and employment related activities to ensure that the EEO policy and the contractor's obligations under these specifications are being carried out. n. Ensure that all facilities and company activities are nonsegregated except that separate or single- user toilet and necessary changing facilities shall be provided to assure privacy between sexes. o. Document and maintain a record of all solicitations of offers for subcontracts from minority and female construction contractors and suppliers, including circulation of solicitations to minority and female contractor associations and other business associations. p. Conduct a review, at least annually, of all supervisors' adherence to and performance under the contractor's EEO policies and affirmative action obligations. 8. Contractors are encouraged to participate in voluntary associations that assist in fulfilling one or more of their affirmative action obligations set forth in paragraphs (7)(a) through (p). The efforts of a contractor association,joint contractor-union, contractor-community, or other similar group of which the contractor is a member and participant, may be asserted as fulfilling any one or more of its obligations under paragraphs (7)(a) through (p) of these specifications, provided that the contractor actively participates in the group, makes every effort to assure that the group has a positive impact on the employment of minorities and women in the industry, ensures that the concrete benefits of the program are reflected in the contractor's minority and female work force participation, makes a good faith effort to meet its individual goals and timetables, and can provide access to documentation that demonstrates the effectiveness of actions taken on behalf of the contractor. The obligation to comply, however, is the contractor's and failure of such a group to fulfill an obligation shall not be a defense for the contractor's noncompliance. 9. A single goal for minorities and a separate single goal for women have been established. The contractor, however, is required to provide equal employment opportunity and to take affirmative action for all minority groups, both male and female, and all women, both minority and non-minority. Consequently, the contractor may be in violation of the Executive Order if a particular group is employed in a substantially disparate manner (even though the contractor has achieved its goal for women generally, the contractor may be in violation of the Executive Order if a specific minority group of women is underutilized). 10. The contractor shall not use the goals and timetables or affirmative action standards to discriminate against any person because of race, color, religion, sex, or national origin. 11. The contractor shall not enter into any subcontract with any person or firm debarred from government contracts pursuant to Executive Order No. 11246. 12. The contractor shall carry out such sanctions and penalties for violation of these specifications and of the equal opportunity clause, including suspension, termination and cancellation of existing subcontracts as may be imposed or ordered pursuant to Executive Order No. 11246, as amended, and its implementing regulations, by the Office of Federal Contract Compliance Programs. Any contractor who fails to carry out such sanctions and penalties shall be in violation of these specifications and Executive Order No. 11246, as amended. 13. The contractor, in fulfilling its obligations under these specifications, shall implement specific affirmative action steps, at least as extensive as those standards prescribed in paragraph (7)of these specifications, so as to achieve maximum results from its efforts to ensure equal employment opportunity. If the contractor fails to comply with the requirements of the Executive Order, the implementing regulations, or these specifications, the Director shall proceed in accordance with 41 C.F.R. 60-4.8. 14. The contractor shall designate a responsible official to monitor all employment related activity to ensure that the company EEO policy is being carried out, to submit reports relating to the provisions hereof as may be required by the Government and to keep records. Records shall at least include for each employee the name, address, telephone numbers, construction trade, union affiliation if any, employee identification number when assigned,social security number, race,sex,status(e.g.,mechanic,apprentice trainee, helper, or laborer), dates of changes in status, hours worked per week in the indicated trade, rate of pay, and locations at which the work was performed. Records shall be maintained in an easily understandable and retrievable form; however, to the extent that existing records satisfy this requirement, contractors shall not be required to maintain separate records. 15. Nothing herein provided shall be construed as a limitation upon the application of other laws that establish different standards of compliance or upon the application of requirements for the hiring of local or other area residents (e.g., those under the Public Works Employment Act of 1977 and the Community Development Block Grant Program)." Notice Contractor agrees to include the following notice in all construction subcontracts over $10,000, in geographical areas designated pursuant to 41 C.F.R. 60-4.2: "Notice of Requirement for Affirmative Action to Ensure Equal Employment Opportunity(Executive Order 11246): 1. The offerors or bidder's attention is called to the"Equal Opportunity Clause"and the"Standard Federal Equal Employment Specifications"set forth herein. 2. a. The goals and the timetables for minority and female participation, expressed in percentage terms for the contractor's aggregate work force in each trade on all construction work in the covered area, are as follows: Timetables Goals for Minority Goals for Female Participation for Each Trade Participation in Each Trade Insert Goals for Each Year Insert Goals for Each Year b. These goals are applicable to all the contractor's construction work (whether or not it is Federal or Federally assisted) performed in the covered area. If the contractor performs construction work in a geographical area located outside of the covered area, it shall apply the goals established for such geographical area where the work is actually performed. With regard to this second area, the contractor also is subject to the goals for both its Federally involved and nonfederally involved construction. c. The contractor's compliance with the Executive Order and the regulations at 41 C.F.R. Part 60-4 shall be based on its implementation of the Equal Opportunity Clause, specific affirmative action obligations required by the specifications set forth at 41 C.F.R. Part 60-4.3(a), and its efforts to meet the goals. The hours of minority and female employment and training must be substantially uniform throughout the length of the contract, and in each trade,and the contractor shall make a good faith effort to employ minorities and women evenly on each of its projects. The transfer of minority or female employees or trainees from contractor to contractor or from project to project for the sole purpose of meeting the contractor's goals shall be a violation of the contract,the Executive Order,and the regulations in C.F.R. Part 60-4. Compliance with the goals will be measured against the total work hours performed. 3. The contractor shall provide written notification to the Director of the Office of Federal Contract Compliance Programs within 10 working days of award of any construction subcontract in excess of$10,000 at any tier for construction work under the contract resulting from this solicitation. The notification shall list the name, address, and telephone number of the subcontractor; employer identification number of the subcontractor; estimated dollar amount of the subcontract; estimated starting and completion dates of the subcontract; and the geographical area in which the subcontract is to be performed. 4. As used in this notice, and in the contract resulting from this solicitation, the "covered area" is miscellaneous sites within the city limits of Tucson, Pima County, State of Arizona." Construction Employee Protection Requirements: (except for contracts < $2,000, or for supplies/raw materials) Davis Bacon Act-40 USC §§ 3142(a), 29 CFR § 5.5(a) Copeland Anti-Kickback Act- 18 U.S.C. § 874, 29 C.F.R. §3, 29 C.F.R. § 5.5(a)(1)through (10) Contract Work Hours &Safety Standards Act-40 U.S.C. §3701, 29 C.F.R. § 5.5(b) Federal Labor Standards Provision [Code of Federal Regulations] than a weekly period(but not less often than representatives, and the contracting officer [Title 29,Volume 1, Parts 0 to 99] quarterly)under plans,funds,or programs agree on the classification and wage rate [Revised as of July 1, 1998] which cover the particular weekly period,are (including the amount designated for fringe From the U.S. Government Printing Office deemed to be constructively made or incurred benefits where appropriate), a report of the via GPO Access during such weekly period. Such laborers action taken shall be sent by the contracting (http://www.access.gpo.gov/nara/cfr/index. and mechanics shall be paid the appropriate officer to the Administrator of the Wage and html) wage rate and fringe benefits on the wage Hour Division, Employment Standards [CITE:29CFR5.5] determination for the classification of work Administration, U.S. Department of Labor, actually performed,without regard to skill, Washington, DC 20210. The Administrator, [Page 110-116] except as provided in 29 CFR Part 5.5(a)(4). or an authorized representative,will approve, Laborers or mechanics performing work in modify,or disapprove every additional TITLE 29--LABOR more than one classification may be classification action within 30 days of receipt compensated at the rate specified for each and so advise the contracting officer or will PART 5--LABOR STANDARDS classification for the time actually worked notify the contracting officer within the 30-day PROVISIONS APPLICABLE TO therein: Provided,That the employer's payroll period that additional time is necessary. CONTRACTS COVERING FEDERALLY records accurately set forth the time spent in FINANCED AND ASSISTED each classification in which work is (C)In the event the contractor,the laborers or CONSTRUCTION (ALSO LABOR performed. The wage determination mechanics to be employed in the STANDARDS PROVISIONS APPLICABLE (including any additional classifications and classification or their representatives,and the TO NONCONSTRUCTION CONTRACTS wage rates conformed under paragraph(1)(ii) contracting officer do not agree on the SUBJECT TO THE CONTRACT WORK of this section)and the Davis-Bacon poster proposed classification and wage rate HOURS AND SAFETY STANDARDS ACT) (WH-1321)shall be posted at all times by the (including the amount designated for fringe contractor and its subcontractors at the site of benefits,where appropriate),the contracting Subpart A--Davis-Bacon and Related the work in a prominent and accessible place officer shall refer the questions, including the Acts Provisions and Procedures where it can be easily seen by the workers. views of all interested parties and the recommendation of the contracting officer,to Sec. 5.5 Contract provisions and related the Administrator for determination. The matters. (ii)(A)The contracting officer shall require Administrator, or an authorized that any class of laborers or mechanics, representative,will issue a determination (1)Minimum wages (i)All laborers and including helpers,which is not listed in the within 30 days of receipt and so advise the mechanics employed or working upon the site wage determination and which is to be contracting officer or will notify the contracting of the work(or under the United States employed under the contract shall be officer within the 30-day period that additional Housing Act of 1937 or under the Housing Act classified in conformance with the wage time is necessary. of 1949 in the construction or development of determination. The contracting officer shall the project),will be paid unconditionally and approve an additional classification and wage (D)The wage rate(including fringe benefits not less often than once a week,and without rate and fringe benefits therefore only when where appropriate)determined pursuant to subsequent deduction or rebate on any the following criteria have been met: paragraphs(a)(1)(ii)(B)or(C)of this section, account(except such payroll deductions as shall be paid to all workers performing work in are permitted by regulations issued by the (1)Except with respect to helpers as defined the classification under this contract from the Secretary of Labor under the Copeland Act as 29 CFR 5.2(n)(4),the work to be first day on which work is performed in the (29 CFR part 3)),the full amount of wages performed by the classification requested is classification. and bona fide fringe benefits(or cash not performed by a classification in the wage equivalents thereof)due at time of payment determination; and (iii)Whenever the minimum wage rate computed at rates not less than those prescribed in the contract for a class of contained in the wage determination of the (2)The classification is utilized in the area by laborers or mechanics includes a fringe Secretary of Labor which is attached hereto the construction industry;and benefit which is not expressed as an hourly and made a part hereof, regardless of any rate,the contractor shall either pay the benefit contractual relationship which may be alleged (3)The proposed wage rate, including any as stated in the wage determination or shall to exist between the contractor and such bona fide fringe benefits, bears a reasonable pay another bona fide fringe benefit or an laborers and mechanics. relationship to the wage rates contained in hourly cash equivalent thereof. the wage determination;and Contributions made or costs reasonably (iv)If the contractor does not make payments anticipated for bona fide fringe benefits under (4)With respect to helpers as defined in 29 to a trustee or other third person,the section 1(b)(2)of the Davis-Bacon Act on CFR 5.2(n)(4),such a classification prevails in contractor may consider as part of the wages behalf of laborers or mechanics are the area in which the work is performed. of any laborer or mechanic the amount of any considered wages paid to such laborers or costs reasonably anticipated in providing mechanics,subject to theprovisions of bona fide fringe benefits under a plan or (B)If the contractor and the laborers and program, Provided,That the Secretary of paragraph(1)(iv)of this section;also,regular mechanics to be employed in the Labor has found, upon the written request of contributions made or costs incurred for more classification(if known), or their the contractor,that the applicable standards of the Davis-Bacon Act have been met. The other Federal contract with the same prime purchased from the Superintendent of i Secretary of Labor may require the contractor contractor,or any other federally-assisted Documents(Federal Stock Number 029-005- to set aside in a separate account assets for contract subject to Davis-Bacon prevailing 00014-1), U.S.Government Printing Office, the meeting of obligations under the plan or wage requirements,which is held by the Washington, DC 20402. The prime contractor program. same prime contractor,so much of the is responsible for the submission of copies of (v)(A)The contracting officer shall require that accrued payments or advances as may be payrolls by all subcontractors. any class of laborers or mechanics which is considered necessary to pay laborers and not listed in the wage determination and mechanics, including apprentices,trainees, (B)Each payroll submitted shall be which is to be employed under the contract and helpers,employed by the contractor or accompanied by a"Statement of shall be classified in conformance with the any subcontractor the full amount of wages Compliance,"signed by the contractor or wage determination. The contracting officer required by the contract. In the event of subcontractor or his or her agent who pays or shall approve an additional classification and failure to pay any laborer or mechanic, supervises the payment of the persons wage rate and fringe benefits therefor only including any apprentice,trainee,or helper, employed under the contract and shall certify when the following criteria have been met: employed or working on the site of the work the following: (or under the United States Housing Act of (1)That the payroll for the payroll period (1)The work to be performed by the 1937 or under the Housing Act of 1949 in the contains the information required to be classification requested is not performed by a construction or development of the project), maintained under section 5.5(a)(3)(i)of classification in the wage determination; and all or part of the wages required by the Regulations,29 CFR part 5 and that such contract, Sun Tran may, after written notice to information is correct and complete; (2)The classification is utilized in the area by the contractor, sponsor,applicant,or owner, the construction industry;and take such action as may be necessary to (2)That each laborer or mechanic(including cause the suspension of any further payment, each helper,apprentice,and trainee) (3)The proposed wage rate, including any advance,or guarantee of funds until such employed on the contract during the payroll bona fide fringe benefits, bears a reasonable violations have ceased. period has been paid the full weekly wages relationship to the wage rates contained in earned,without rebate,either directly or the wage determination. (3)Payrolls and basic records-(i)Payrolls indirectly,and that no deductions have been and basic records relating thereto shall be made either directly or indirectly from the full (B)If the contractor and the laborers and maintained by the contractor during the wages earned,other than permissible mechanics to be employed in the course of the work and preserved for a period deductions as set forth in Regulations,29 classification(if known),or their of three years thereafter for all laborers and CFR part 3; representatives,and the contracting officer mechanics working at the site of the work(or agree on the classification and wage rate under the United States Housing Act of 1937, (3)That each laborer or mechanic has been (including the amount designated for fringe or under the Housing Act of 1949,in the paid not less than the applicable wage rates benefits where appropriate),a report of the construction or development of the project). and fringe benefits or cash equivalents for the action taken shall be sent by the contracting Such records shall contain the name, classification of work performed,as specified officer to the Administrator of the Wage and address,and social security number of each in the applicable wage determination Hour Division, Employment Standards such worker, his or her correct classification, incorporated into the contract. Administration,Washington, DC 20210. The hourly rates of wages paid(including rates of Administrator,or an authorized contributions or costs anticipated for bona (C)The weekly submission of a properly representative,will approve,modify,or fide fringe benefits or cash equivalents executed certification set forth on the reverse disapprove every additional classification thereof of the types described in section side of Optional Form WH-347 shall satisfy action within 30 days of receipt and so advise 1(b)(2)(B)of the Davis-Bacon Act),daily and the requirement for submission of the the contracting officer or will notify the weekly number of hours worked,deductions "Statement of Compliance"required by contracting officer within the 30-day period made and actual wages paid. Whenever the paragraph (a)(3)(ii)(B)of this section. that additional time is necessary. Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv)that the wages of any laborer or (D)The falsification of any of the above (C)In the event the contractor,the laborers or mechanic include the amount of any costs certifications may subject the contractor or mechanics to be employed in the reasonably anticipated in providing benefits subcontractor to civil or criminal prosecution classification or their representatives,and the under a plan or program described in section under section 1001 of title 18 and section 231 contracting officer do not agree on the 1(b)(2)(B)of the Davis-Bacon Act,the of title 31 of the United States Code. proposed classification and wage rate contractor shall maintain records which show (including the amount designated for fringe that the commitment to provide such benefits (iii)The contractor or subcontractor shall benefits,where appropriate),the contracting is enforceable,that the plan or program is make the records required under paragraph officer shall refer the questions, including the financially responsible,and that the plan or (a)(3)(i)of this section available for views of all interested parties and the program has been communicated in writing to inspection,copying,or transcription by recommendation of the contracting officer,to the laborers or mechanics affected, and authorized representatives of the Federal the Administrator for determination. The records which show the costs anticipated or Transit Administration or the Department of Administrator,or an authorized the actual cost incurred in providing such Labor,and shall permit such representatives representative,will issue a determination with benefits. Contractors employing apprentices to interview employees during working hours 30 days of receipt and so advise the or trainees under approved programs shall on the job. If the contractor or subcontractor contracting officer or will notify the contracting maintain written evidence of the registration of fails to submit the required records or to make officer within the 30-day period that additional apprenticeship programs and certification of them available,the Federal agency may,after time is necessary. trainee programs,the registration of the written notice to the contractor,sponsor, apprentices and trainees,and the ratios and applicant, or owner,take such action as may (D)The wage rate(including fringe benefits wage rates prescribed in the applicable be necessary to cause the suspension of any where appropriate)determined pursuant to programs. further payment,advance,or guarantee of paragraphs(a)(1)(v)(B)or(C)of this section, funds. Furthermore,failure to submit the shall be paid to all workers performing work in (ii)(A)The contractor shall submit weekly for required records upon request or to make the each week in which any contract work is such records available may be grounds for classification under this contract from the first performed a copy of all payrolls to Sun Tran debarment action pursuant to 29 CFR 5.12. day on which work is performed in the for transmission to the Federal Transit classification. Administration. The payrolls submitted shall (4)Apprentices and trainees-(i) set out accurately and completely all of the Apprentices-Apprentices will be permitted to (2)Withholding-Sun Tran shall upon its information required to be maintained under work at less than the predetermined rate for own action or upon written request of an section 5.5(a)(3)(i)of Regulations,29 CFR the work they performed when they are authorized representative of the Department part 5.This information may be submitted in employed pursuant to and individually of Labor withhold or cause to be withheld any form desired. Optional Form WH-347 is registered in a bona fide apprenticeship from the contractor under this contract or any available for this purpose and may be program registered with the U.S. Department of Labor, Employment and Training journeyman hourly rate specified in the accordance with the procedures of the Administration, Bureau of Apprenticeship and applicable wage determination.Trainees shall Department of Labor set forth in 29 CFR parts Training,or with a State Apprenticeship be paid fringe benefits in accordance with the 5,6,and 7. Disputes within the meaning of Agency recognized by the Bureau,or if a provisions of the trainee program. If the this clause include disputes between the person is employed in his or her first 90 days trainee program does not mention fringe contractor(or any of its subcontractors)and of probationary employment as an apprentice benefits,trainees shall be paid the full amount the contracting agency,the U.S. Department in such an apprenticeship program,who is of fringe benefits listed on the wage of Labor, or the employees or their not individually registered in the program, but determination unless the Administrator of the representatives. who has been certified by the Bureau of Wage and Hour Division determines that Apprenticeship and Training or a State there is an apprenticeship program (10)Certification of eligibility-(i)By Apprenticeship Agency(where appropriate)to associated with the corresponding entering into this contract,the contractor be eligible for probationary employment as an journeyman wage rate on the wage certifies that neither it(nor he or she)nor any apprentice. The allowable ratio of determination which provides for less than full person or firm who has an interest in the apprentices to journeymen on the job site in fringe benefits for apprentices. Any employee contractor's firm is a person or firm ineligible any craft classification shall not be greater listed on the payroll at a trainee rate who is to be awarded Government contracts by than the ratio permitted to the contractor as to not registered and participating in a training virtue of section 3(a)of the Davis-Bacon Act the entire work force under the registered plan approved by the Employment and or 29 CFR 5.12(a)(1). program. Any worker listed on a payroll at an Training Administration shall be paid not less apprentice wage rate,who is not registered or than the applicable wage rate on the wage (ii)No part of this contract shall be otherwise employed as stated above,shall be determination for the classification of work subcontracted to any person or firm ineligible paid not less than the applicable wage rate on actually performed. In addition,any trainee for award of a Government contract by virtue the wage determination for the classification performing work on the job site in excess of of section 3(a)of the Davis-Bacon Act or 29 of work actually performed. In addition,any the ratio permitted under the registered CFR 5.12(a)(1). apprentice performing work on the job site in program shall be paid not less than the excess of the ratio permitted under the applicable wage rate on the wage (iii)The penalty for making false statements is i registered program shall be paid not less than determination for the work actually performed. prescribed in the U.S.Criminal Code, 18 the applicable wage rate on the wage In the event the Employment and Training U.S.C. 1001. determination for the work actually performed. Administration withdraws approval of a Where a contractor is performing construction training program,the contractor will no longer on a project in a locality other than that in be permitted to utilize trainees at less than which its program is registered,the ratios and the applicable predetermined rate for the wage rates(expressed in percentages of the work performed until an acceptable program Contract Work Hours and journeyman's hourly rate)specified in the is approved. SafetyStandards contractor's or subcontractor's registered program shall be observed. Every apprentice (iii)Equal employment opportunity-The must be paid at not less than the rate utilization of apprentices,trainees and (1)Overtime requirements-No contractor specified in the registered program for the journeymen under this part shall be in or subcontractor contracting for any part of apprentice's level of progress,expressed as a conformity with the equal employment the contract work which may require or percentage of the journeymen hourly rate opportunity requirements of Executive Order involve the employment of laborers or specified in the applicable wage 11246,as amended,and 29 CFR part 30. mechanics shall require or permit any such determination.Apprentices shall be paid laborer or mechanic in any workweek in which fringe benefits in accordance with the (5)Compliance with Copeland Act he or she is employed on such work to work provisions of the apprenticeship program. If requirements-The contractor shall comply in excess of forty hours in such workweek the apprenticeship program does not specify with the requirements of 29 CFR part 3,which unless such laborer or mechanic receives fringe benefits, apprentices must be paid the are incorporated by reference in this contract. compensation at a rate not less than one and full amount of fringe benefits listed on the one-half times the basic rate of pay for all wage determination for the applicable (6)Subcontracts-The contractor or hours worked in excess of forty hours in such classification. If the Administrator of the subcontractor shall insert in any subcontracts workweek. Wage and Hour Division of the U.S. the clauses contained in 29 CFR 5.5(a)(1) Department of Labor determines that a through(10)and such other clauses as the (2)Violation; liability for unpaid wages; different practice prevails for the applicable Federal Transit Administration may by liquidated damages-In the event of any apprentice classification,fringes shall be paid appropriate instructions require,and also a violation of the clause set forth in paragraph in accordance with that determination. In the clause requiring the subcontractors to include (1)of this section the contractor and any event the Bureau of Apprenticeship and these clauses in any lower tier subcontracts. subcontractor responsible therefor shall be Training,or a State Apprenticeship Agency The prime contractor shall be responsible for liable for the unpaid wages. In addition,such I recognized by the Bureau, withdraws the compliance by any subcontractor or lower contractor and subcontractor shall be liable to approval of an apprenticeship program,the tier subcontractor with all the contract clauses the United States for liquidated damages. contractor will no longer be permitted to utilize in 29 CFR 5.5. Such liquidated damages shall be computed apprentices at less than the applicable with respect to predetermined rate for the work performed (7)Contract termination: debarment-A each individual laborer or mechanic, including until an acceptable program is approved. breach of the contract clauses in 29 CFR 5.5 watchmen and guards,employed in violation may be grounds for termination of the of the clause set forth in paragraph (1)of this (ii)Trainees-Except as provided in 29 CFR contract,and for debarment as a contractor section, in the sum of$10 for each calendar 5.16,trainees will not be permitted to work at and a subcontractor as provided in 29 CFR day on which such individual was required or less than the predetermined rate for the work 5.12. permitted to work in excess of the standard ' performed unless they are employed workweek of forty hours without payment of pursuant to and individually registered in a (8)Compliance with Davis-Bacon and the overtime wages required by the clause set program which has received prior approval, Related Act requirements-All rulings and forth in paragraph(1)of this section. evidenced by formal certification by the U.S. interpretations of the Davis-Bacon and Department of Labor, Employment and Related Acts contained in 29 CFR parts 1, 3, Training Administration. The ratio of trainees and 5 are herein incorporated by reference in (3) Withholding for unpaid wages and 1 to journeymen on the job site shall not be this contract. liquidated damages-Sun Tran shall upon its greater than permitted under the plan own action or upon written request of an approved by the Employment and Training (9)Disputes concerning labor standards- authorized representative of the Department of Administration. Every trainee must be paid at Disputes arising out of the labor standards Labor withhold or cause to be withheld, from not less than the rate specified in the provisions of this contract shall not be subject any moneys payable on account of work approved program for the trainee's level of to the general disputes clause of this contract. performed by the contractor or subcontractor progress,expressed as a percentage of the Such disputes shall be resolved in 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 paragraphs(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. ATTACHMENT TO FEDERAL LABOR STANDARDS PROVISIONS SO CALLED "ANTI-KICKBACK ACT" AND REGULATIONS PROMULGATED PURSUANT THERETO BY THE SECRETARY OF LABOR. UNITD STATES DEPARTMENT OF LABOR TITLE 18, U.S.C., section 874 (June 25, 1948, ch. 645, 62 Stat. 740; Pub. L. 103-322, title XXXIII, Sec. 330016(1)(K), Sept. 13, 1994, 108 Stat. 2147.) KICKBACKS FROM PUBLIC WORKS EMPLOYEES Whoever, by force, intimidation, or threat of procuring dismissal from employment, or by any other manner whatsoever induces any person employed in the construction, prosecution, completion or repair of any public building, public work, or building or work financed in whole or in part by loans or grants from the United States, to give up any part of the compensation to which he is entitled under his contract of employment, shall be fined under this title or imprisoned not more than five years, or both. TITLE 29 — LABOR Subtitle A - Office of Secretary of Labor PART 3 — CONTRACTORS AND SUBCONTRACTORS ON PUBLIC BUILDING OR PUBLIC WORK FINANCED IN WHOLE OR IN PART BY LOANS OR GRANTS FROM THE UNITED STATES Sec. 3.1 Purpose and scope. This part prescribes "anti-kickback" regulations under section 2 of the Act of June 13, 1934, as amended (40 U.S.C. 276c), popularly known as the Copeland Act. This part applies to any contract which is subject to Federal wage standards and which is for the construction, prosecution, completion, or repair of public buildings, public works or buildings or works financed in whole or in part by loans or grants from the United States. The part is intended to aid in the enforcement of the minimum wage provisions of the Davis-Bacon Act and the various statutes dealing with federally assisted construction that contain similar minimum wage provisions, including those provisions which are not subject to Reorganization Plan No. 14(e.g.,the College Housing Act of 1950, the Federal Water Pollution Control Act, and the Housing Act of 1959), and in the enforcement of the overtime provisions of the Contract Work Hours Standards Act whenever they are applicable to construction work. The part details the obligation of contractors and subcontractors relative to the weekly submission of statements regarding the wages paid on work covered thereby; sets forth the circumstances and procedures governing the making of payroll deductions from the wages of those employed on such work; and delineates the methods of payment permissible on such work. Sec. 3.2 Definitions. As used in the regulations in this part: (a) The terms building or work generally include construction activity as distinguished from manufacturing, furnishing of materials, or servicing and maintenance work. The terms include, without limitation, buildings, structures, and improvements of all types, such as bridges, dams, plants, highways, parkways, streets, subways, tunnels, sewers, mains, powerlines, pumping stations, railways, airports, terminals, docks, piers, wharves, ways, lighthouses, buoys, jetties, breakwaters, levees, and canals; dredging, shoring, scaffolding, drilling, blasting, excavating, clearing, and landscaping. Unless conducted in connection with and at the site of such a building or work as is described in the foregoing sentence, the manufacture or furnishing of materials, articles, supplies, or equipment(whether or not a Federal or State agency acquires title to such materials, articles, supplies, or equipment during the course of the manufacture or furnishing, or owns the materials from which they are manufactured or furnished) is not a building or work within the meaning of the regulations in this part. (b)The terms construction, prosecution, completion, or repair mean all types of work done on a particular building or work at the site thereof, including, without limitation, altering, remodeling, painting and decorating, the transporting of materials and supplies to or from the building or work by the employees of the construction contractor or construction subcontractor, and the manufacturing or furnishing of materials, articles, supplies, or equipment on the site of the building or work, by persons employed at the site by the contractor or subcontractor. (c)The terms public building or public work include building or work for whose construction, prosecution, completion, or repair, as defined above, a Federal agency is a contracting party, regardless of whether title thereof is in a Federal agency. (d) The term building or work financed in whole or in part by loans or grants from the United States includes building or work for whose construction, prosecution, completion, or repair, as defined above, payment or part payment is made directly or indirectly from funds provided by loans or grants by a Federal agency. The term includes building or work for which the Federal assistance granted is in the form of loan guarantees or insurance. (e) Every person paid by a contractor or subcontractor in any manner for his labor in the construction, prosecution, completion, or repair of a public building or public work or building or work financed in whole or in part by loans or grants from the United States is employed and receiving wages, regardless of any contractual relationship alleged to exist between him and the real employer. (f) The term any affiliated person includes a spouse, child, parent, or other close relative of the contractor or subcontractor; a partner or officer of the contractor or subcontractor; a corporation closely connected with the contractor or subcontractor as parent, subsidiary, or otherwise, and an officer or agent of such corporation. (g) The term Federal agency means the United States, the District of Columbia, and all executive departments, independent establishments, administrative agencies, and instrumentalities of the United States and of the District of Columbia, including corporations, all or substantially all of the stock of which is beneficially owned by the United States, by the District of Columbia, or any of the foregoing departments, establishments, agencies, and instrumentalities. [29 FR 97, Jan. 4, 1964, as amended at 38 FR 32575, Nov. 27, 1973] Sec. 3.3 Weekly statement with respect to payment of wages. (a) As used in this section, the term employee shall not apply to persons in classifications higher than that of laborer or mechanic and those who are the immediate supervisors of such employees. (b) Each contractor or subcontractor engaged in the construction, prosecution, completion, or repair of any public building or public work, or building or work financed in whole or in part by loans or grants from the United States, shall furnish each week a statement with respect to the wages paid each of its employees engaged on work covered by this part 3 and part 5 of this title during the preceding weekly payroll period. This statement shall be executed by the contractor or subcontractor or by an authorized officer or employee of the contractor or subcontractor who supervises the payment of wages, and shall be on the back of Form WH 347, "Payroll (For Contractors Optional Use)" or on any form with identical wording. Copies of Form WH 347 may be obtained from the Government contracting or sponsoring agency or from the Wage and Hour Division Web site at http://www.dol.gov/esa/whd/forms/wh347instr.htm or its successor site. (c)The requirements of this section shall not apply to any contract of$2,000 or less. (d) Upon a written finding by the head of a Federal agency, the Secretary of Labor may provide reasonable limitations, variations, tolerances, and exemptions from the requirements of this section subject to such conditions as the Secretary of Labor may specify. [29 FR 97, Jan. 4, 1964, as amended at 33 FR 10186, July 17, 1968; 47 FR 23679, May 28, 1982; 73 FR 77511, Dec. 19, 2008] Sec. 3.4 Submission of weekly statements and the preservation and inspection of weekly payroll records. (a) Each weekly statement required under Sec. 3.3 shall be delivered by the contractor or subcontractor, within seven days after the regular payment date of the payroll period, to a representative of a Federal or State agency in charge at the site of the building or work, or, if there is no representative of a Federal or State agency at the site of the building or work, the statement shall be mailed by the contractor or subcontractor, within such time, to a Federal or State agency contracting for or financing the building or work. After such examination and check as may be made, such statement, or a copy thereof, shall be kept available, or shall be transmitted together with a report of any violation, in accordance with applicable procedures prescribed by the United States Department of Labor. (b) Each contractor or subcontractor shall preserve his weekly payroll records for a period of three years from date of completion of the contract. The payroll records shall set out accurately and completely the name and address of each laborer and mechanic, his correct classification, rate of pay, daily and weekly number of hours worked, deductions made, and actual wages paid. Such payroll records shall be made available at all times for inspection by the contracting officer or his authorized representative, and by authorized representatives of the Department of Labor. (Reporting and recordkeeping requirements in paragraph (b) have been approved by the Office of Management and Budget under control number 1215-0017) [29 FR 97, Jan. 4, 1964, as amended at 47 FR 145, Jan. 5, 1982] Sec. 3.5 Payroll deductions permissible without application to or approval of the Secretary of Labor. Deductions made under the circumstances or in the situations described in the paragraphs of this section may be made without application to and approval of the Secretary of Labor: (a) Any deduction made in compliance with the requirements of Federal, State, or local law, such as Federal or State withholding income taxes and Federal social security taxes. (b) Any deduction of sums previously paid to the employee as a bona fide prepayment of wages when such prepayment is made without discount or interest. A bona fide prepayment of wages is considered to have been made only when cash or its equivalent has been advanced to the person employed in such manner as to give him complete freedom of disposition of the advanced funds. (c)Any deduction of amounts required by court process to be paid to another, unless the deduction is in favor of the contractor, subcontractor, or any affiliated person, or when collusion or collaboration exists. (d) Any deduction constituting a contribution on behalf of the person employed to funds established by the employer or representatives of employees, or both, for the purpose of providing either from principal or income, or both, medical or hospital care, pensions or annuities on retirement, death benefits, compensation for injuries, illness, accidents, sickness, or disability, or for insurance to provide any of the foregoing, or unemployment benefits, vacation pay, savings accounts, or similar payments for the benefit of employees, their families and dependents: Provided, however, That the following standards are met: (1)The deduction is not otherwise prohibited by law; (2) It is either: (i)Voluntarily consented to by the employee in writing and in advance of the period in which the work is to be done and such consent is not a condition either for the obtaining of or for the continuation of employment, or (ii) provided for in a bona fide collective bargaining agreement between the contractor or subcontractor and representatives of its employees; (3)No profit or other benefit is otherwise obtained, directly or indirectly, by the contractor or subcontractor or any affiliated person in the form of commission, dividend, or otherwise; and (4)The deductions shall serve the convenience and interest of the employee. (e) Any deduction contributing toward the purchase of United States Defense Stamps and Bonds when voluntarily authorized by the employee. (f) Any deduction requested by the employee to enable him to repay loans to or to purchase shares in credit unions organized and operated in accordance with Federal and State credit union statutes. (g)Any deduction voluntarily authorized by the employee for the making of contributions to governmental or quasi-governmental agencies, such as the American Red Cross. (h) Any deduction voluntarily authorized by the employee for the making of contributions to Community Chests, United Givers Funds, and similar charitable organizations. (i)Any deductions to pay regular union initiation fees and membership dues, not including fines or special assessments: Provided, however, That a collective bargaining agreement between the contractor or subcontractor and representatives of its employees provides for such deductions and the deductions are not otherwise prohibited by law. (j) Any deduction not more than for the "reasonable cost" of board, lodging, or other facilities meeting the requirements of section 3(m)of the Fair Labor Standards Act of 1938, as amended, and part 531 of this title. When such a deduction is made the additional records required under Sec. 516.25(a)of this title shall be kept. (k) Any deduction for the cost of safety equipment of nominal value purchased by the employee as his own property for his personal protection in his work, such as safety shoes, safety glasses, safety gloves, and hard hats, if such equipment is not required by law to be furnished by the employer, if such deduction is not violative of the Fair Labor Standards Act or prohibited by other law, if the cost on which the deduction is based does not exceed the actual cost to the employer where the equipment is purchased from him and does not include any direct or indirect monetary return to the employer where the equipment is purchased from a third person, and if the deduction is either (1)Voluntarily consented to by the employee in writing and in advance of the period in which the work is to be done and such consent is not a condition either for the obtaining of employment or its continuance; or (2) Provided for in a bona fide collective bargaining agreement between the contractor or subcontractor and representatives of its employees. [29 FR 97, Jan. 4, 1964, as amended at 36 FR 9770, May 28, 1971] Sec. 3.6 Payroll deductions permissible with the approval of the Secretary of Labor. Any contractor or subcontractor may apply to the Secretary of Labor for permission to make any deduction not permitted under Sec. 3.5. The Secretary may grant permission whenever he finds that: (a)The contractor, subcontractor, or any affiliated person does not make a profit or benefit directly or indirectly from the deduction either in the form of a commission, dividend, or otherwise; (b)The deduction is not otherwise prohibited by law; (c) The deduction is either (1) voluntarily consented to by the employee in writing and in advance of the period in which the work is To be done and such consent is not a condition either for the obtaining of employment or its continuance, or(2) provided for in a bona fide collective bargaining agreement between the contractor or subcontractor and representatives of its employees; and (d)The deduction serves the convenience and interest of the employee. Sec. 3.7 Applications for the approval of the Secretary of Labor. Any application for the making of payroll deductions under Sec. 3.6 shall comply with the requirements prescribed in the following paragraphs of this section: (a) The application shall be in writing and shall be addressed to the Secretary of Labor. (b) The application need not identify the contract or contracts under which the work in question is to be performed. Permission will be given for deductions on all current and future contracts of the applicant for a period of 1 year. A renewal of permission to make such payroll deduction will be granted upon the submission of an application which makes reference to the original application, recites the date of the Secretary of Labor's approval of such deductions, states affirmatively that there is continued compliance with the standards set forth in the provisions of Sec. 3.6, and specifies any conditions which have changed in regard to the payroll deductions. (c) The application shall state affirmatively that there is compliance with the standards set forth in the provisions of Sec. 3.6. The affirmation shall be accompanied by a full statement of the facts indicating such compliance. (d) The application shall include a description of the proposed deduction, the purpose to be served thereby, and the classes of laborers or mechanics from whose wages the proposed deduction would be made. (e) The application shall state the name and business of any third person to whom any funds obtained from the proposed deductions are to be transmitted and the affiliation of such person, if any, with the applicant. [29 FR 97, Jan. 4, 1964, as amended at 36 FR 9771, May 28, 1971] Sec. 3.8 Action by the Secretary of Labor upon applications. The Secretary of Labor shall decide whether or not the requested deduction is permissible under provisions of Sec. 3.6; and shall notify the applicant in writing of his decision. Sec. 3.9 Prohibited payroll deductions. Deductions not elsewhere provided for by this part and which are not found to be permissible under Sec. 3.6 are prohibited. Sec. 3.10 Methods of payment of wages. The payment of wages shall be by cash, negotiable instruments payable on demand, or the additional forms of compensation for which deductions are permissible under this part. No other methods of payment shall be recognized on work subject to the Copeland Act. Sec. 3.11 Regulations part of contract. All contracts made with respect to the construction, prosecution, completion, or repair of any public building or public work or building or work financed in whole or in part by loans or grants from the United States covered by the regulations in this part shall expressly bind the contractor or subcontractor to comply with such of the regulations in this part as may be applicable. In this regard, see Sec. 5.5(a)of this subtitle. Siesmic Safety -42 U.S.C. 7701 et seq. 49, CFR Part 41 The Seismic Safety requirements apply only to contracts for the construction of new buildings or additions to existing buildings. The contractor agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to the extent required by the regulation. The contractor also agrees to ensure that all work performed under this contract including work performed by a subcontractor is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project Non Construction Activities Non Construction Employee Protection Requirements (Except for supplies/raw materials) The Contractor agrees to comply with and assures compliance by other Project participants with any applicable employee protection requirements for nonconstruction employees of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. §§ 3701 et seq., in particular with the wage and hour requirements of section 102 of that Act at 40 U.S.C. § 3702, and with implementing U.S. DOL regulations. "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act),"29 C.F.R. Part 5. Transit Operations Transit Employee Protective Arrangements -49 U.S.C. § 5310, § 5311, and § 5333; 29 CFR Part 215 The Contractor agrees to the comply with applicable transit employee protective requirements as follows: a. General Transit Employee Protective Requirements - To the extent that FTA determines that transit operations are involved, the Contractor agrees to carry out the transit operations work on the underlying contract in compliance with terms and conditions determined by the U.S. Secretary of Labor to be fair and equitable to protect the interests of employees employed under this contract and to meet the employee protective requirements of 49 U.S.C. A 5333(b), and U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the letter of certification from the U.S. DOL to FTA applicable to the FTA Recipient's project from which Federal assistance is provided to support work on the underlying contract. The Contractor agrees to carry out that work in compliance with the conditions stated in that U.S. DOL letter. The requirements of this subsection (1), however, do not apply to any contract financed with Federal assistance provided by FTA either for projects for elderly individuals and individuals with disabilities authorized by 49 U.S.C. § 5310(a)(2), or for projects for nonurbanized areas authorized by 49 U.S.C. § 5311. Alternate provisions for those projects are set forth in subsections (b)and (c)of this clause. b. Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. § 5310(a)(2)for Elderly Individuals and Individuals with Disabilities- If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5310(a)(2), and if the U.S. Secretary of Transportation has determined or determines in the future that the employee protective requirements of 49 U.S.C. § 5333(b) are necessary or appropriate for the state and the public body subrecipient for which work is performed on the underlying contract, the Contractor agrees to carry out the Project in compliance with the terms and conditions determined by the U.S. Secretary of Labor to meet the requirements of 49 U.S.C. § 5333(b), U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the U.S. DOL's letter of certification to FTA, the date of which is set forth Grant Agreement or Cooperative Agreement with the state. The Contractor agrees to perform transit operations in connection with the underlying contract in compliance with the conditions stated in that U.S. DOL letter. c. Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. § 5311 in Nonurbanized Areas - If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5311, the Contractor agrees to comply with the terms and conditions of the Special Warranty for the Nonurbanized Area Program agreed to by the U.S. Secretaries of Transportation and Labor, dated May 31, 1979, and the procedures implemented by U.S. DOL or any revision thereto. The Contractor also agrees to include the applicable requirements in each subcontract involving transit operations financed in whole or in part with Federal assistance provided by FTA. Charter Service Operation -49 U.S.C. 5323(d), 49 CFR Part 604 Charter Service Operations - The contractor agrees to comply with 49 U.S.C. 5323(d) and 49 CFR Part 604, which provides that recipients and subrecipients of FTA assistance are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except under one of the exceptions at 49 CFR 604.9. Any charter service provided under one of the exceptions must be "incidental," i.e., it must not interfere with or detract from the provision of mass transportation. School Bus Operation -49 U.S.C. 5323(f) or(g), 49 CFR Part 605 Pursuant to 49 U.S.C. 5323(f) and 49 CFR Part 605, recipients and subrecipients of FTA assistance may not engage in school bus operations exclusively for the transportation of students and school personnel in competition with private school bus operators unless qualified under specified exemptions. When operating exclusive school bus service under an allowable exemption, recipients and subrecipients may not use federally funded equipment, vehicles, or facilities. Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations - 49 U.S.C. §5331, 49 CFR Part 655 The contractor agrees to establish an anti-drug use and alcohol misuse program that complies with 49 CFR Part 655, produce any documentation necessary to establish its compliance with Part 655, and permit any authorized representative of the United States Department of Transportation or its operating administrations, the State Oversight Agency of Arizona, or Sun Tran, to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Part 655 and review the contractor's testing process. The contractor agrees further to certify annually its compliance with Part 655 thirty days before July 1st of each year and to submit the Management Information System (MIS) reports thirty days before March 15 each year to John Zukas, Transit Services Coordinator, P.O. Box 27210 Tucson, AZ 85726. If the Contractor performs functions under the Federal Highway Administration (FHWA) and Federal Transit Administration (FTA), the contractor must comply with such applicable regulations. The Contractor's Drug Free Workplace Policy and the Contractor's Drug and Alcohol Policy/Program must clearly delineate the Contractor's responsibilities under their own Company policy, the FHWA's regulations, and the FTA's regulations respectively. Privacy Act - 5 U.S.C. 552 When a grantee maintains files on drug and alcohol enforcement activities for FTA, and those files are organized so that information could be retrieved by personal identifier, the Privacy Act requirements apply to all contracts. The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract: 1. The Contractor agrees to comply with,and assures the compliance of its employees with,the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. §552a.Among other things, the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the Federal Government. The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract. 2. The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA. Planning, Research, Development and Demonstration Projects Patent And Rights In Data - 37 CFR Part 401, 49 CFR Parts 18 and 19 CONTRACTS INVOLVING EXPERIMENTAL, DEVELOPMENTAL, OR RESEARCH WORK. A. Rights in Data - This following requirements apply to each contract involving experimental, developmental or research work: 1. The term "subject data" used in this clause means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the contract. The term includes graphic or pictorial delineation in media such as drawings or photographs; text in specifications or related performance or design-type documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. Examples include, but are not limited to: computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information. The term "subject data" does not include financial reports, cost analyses, and similar information incidental to contract administration. 2. The following restrictions apply to all subject data first produced in the performance of the contract to which this Attachment has been added: a. Except for its own internal use, the Purchaser or Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the Purchaser or Contractor authorize others to do so, without the written consent of the Federal Government, until such time as the Federal Government may have either released or approved the release of such data to the public; this restriction on publication, however, does not apply to any contract with an academic institution. b. In accordance with 49 C.F.R. § 18.34 and 49 C.F.R. § 19.36, the Federal Government reserves a royalty-free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for "Federal Government purposes," any subject data or copyright described in subsections (2)(b)1 and (2)(b)2 of this clause below. As used in the previous sentence, "for Federal Government purposes," means use only for the direct purposes of the Federal Government. Without the copyright owner's consent, the Federal Government may not extend its Federal license to any other party. 1. Any subject data developed under that contract, whether or not a copyright has been obtained; and 2. Any rights of copyright purchased by the Purchaser or Contractor using Federal assistance in whole or in part provided by FTA. c. When FTA awards Federal assistance for experimental,developmental, or research work, it is FTA's general intention to increase transportation knowledge available to the public, rather than to restrict the benefits resulting from the work to participants in that work. Therefore, unless FTA determines otherwise,the Purchaser and the Contractor performing experimental, developmental, or research work required by the underlying contract to which this Attachment is added agrees to permit FTA to make available to the public, either FTA's license in the copyright to any subject data developed in the course of that contract, or a copy of the subject data first produced under the contract for which a copyright has not been obtained. If the experimental, developmental, or research work, which is the subject of the underlying contract, is not completed for any reason whatsoever, all data developed under that contract shall become subject data as defined in subsection (a) of this clause and shall be delivered as the Federal Government may direct.This subsection (c) , however, does not apply to adaptations of automatic data processing equipment or programs for the Purchaser or Contractor's use whose costs are financed in whole or in part with Federal assistance provided by FTA for transportation capital projects. d. Unless prohibited by state law, upon request by the Federal Government, the Purchaser and the Contractor agree to indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the Purchaser or Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract. Neither the Purchaser nor the Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government. e. Nothing contained in this clause on rights in data shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent. f. Data developed by the Purchaser or Contractor and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying contract to which this Attachment has been added is exempt from the requirements of subsections (b), (c), and (d) of this clause , provided that the Purchaser or Contractor identifies that data in writing at the time of delivery of the contract work. g. Unless FTA determines otherwise,the Contractor agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. 3. Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status (i.e., a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual, etc.),the Purchaser and the Contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37 C.F.R. Part 401. 4. The Contractor also agrees to include these requirements in each subcontract for experimental, developmental,or research work financed in whole or in part with Federal assistance provided by FTA. B. Patent Rights - This following requirements apply to each contract involving experimental, developmental, or research work: 1. General - If any invention, improvement, or discovery is conceived or first actually reduced to practice in the course of or under the contract to which this Attachment has been added, and that invention, improvement,or discovery is patentable under the laws of the United States of America or any foreign country, the Purchaser and Contractor agree to take actions necessary to provide immediate notice and a detailed report to the party at a higher tier until FTA is ultimately notified. 2. Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status (a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual), the Purchaser and the Contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 3. The Contractor also agrees to include the requirements of this clause in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. Turnkey and Other Acquisitions Made by a Third Party Contractor Assuming the Role of Sun Tran Bus Testing -49 U.S.C. 5323(c), 49 CFR Part 665 The Contractor or Manufacturer agrees to comply with 49 U.S.C.A 5323(c)and FTA's implementing regulation at 49 CFR Part 665 and shall perform the following: 1. A manufacturer of a new bus model or a bus produced with a major change in components or configuration shall provide a copy of the final test report to Sun Tran ata point in the procurement process specified by Sun Tran which will be prior to Sun Tran's final acceptance of the first vehicle. 2. A manufacturer who releases a report under paragraph 1 above shall provide notice to the operator of the testing facility that the report is available to the public. 3. If the manufacturer represents that the vehicle was previously tested, the vehicle being sold should have the identical configuration and major components as the vehicle in the test report, which must be provided to Sun Tran prior to recipient's final acceptance of the first vehicle. If the configuration or components are not identical, the manufacturer shall provide a description of the change and the manufacturer's basis for concluding that it is not a major change requiring additional testing. 4. If the manufacturer represents that the vehicle is"grandfathered"(has been used in mass transit service in the United States before October 1, 1988, and is currently being produced without a major change in configuration or components),the manufacturer shall provide the name and address of Sun Tran of such a vehicle and the details of that vehicle's configuration and major components. Pre-Award and Post-Delivery Audit Requirements -49 U.S.C. 5323, 49 CFR Part 663 The Contractor agrees to comply with 49 U.S.C. §5323(1)and FTA's implementing regulation at 49 C.F.R. Part 663 and to submit the following certifications: 1. Buy America Requirements: The Contractor shall complete and submit a declaration certifying either compliance or noncompliance with Buy America. If the Bidder/Offeror certifies compliance with Buy America, it shall submit documentation which lists: a. component and subcomponent parts of the rolling stock to be purchased identified by manufacturer of the parts, their country of origin and costs; and; b. the location of the final assembly point for the rolling stock, including a description of the activities that will take place at the final assembly point and the cost of final assembly. 2. Solicitation Specification Requirements: The Contractor shall submit evidence that it will be capable of meeting the bid specifications. 3. Federal Motor Vehicle Safety Standards (FMVSS): The Contractor shall submit: a. manufacturer's FMVSS self-certification sticker information that the vehicle complies with relevant FMVSS or; b. manufacturer's certified statement that the contracted buses will not be subject to FMVSS regulations. Miscellaneous Special Requirements Environmental Protection 42 U.S.C. 4321 et seq., 49 U.S.C. 5324(b) et seq., 40 CFR Part 1500 et seq., 23 CFR Part 771, 49 CFR Part 622 The Contractor agrees to comply with all applicable requirements of the National Environmental Policy Act of 1969, as amended, 42 U.S.C. §§ 4321 et seq. consistent with Executive Order No. 11514, as amended, "Protection and Enhancement of Environmental Quality," 42 U.S.C. § 4321 note; FTA statutory requirements on environmental matters at 49 U.S.C. §5324(b); Council on Environmental Quality regulations on compliance with the National Environmental Policy Act of 1969, as amended, 40 C.F.R. Part 1500 et seq.; and joint FHWA/FTA regulations, "Environmental Impact and Related Procedures," 23 C.F.R. Part 771 and 49 C.F.R. Part 622 Energy Conservation Requirements -42 U.S.C. 6321 et seq., 49 CFR Part 18 Contractor shall recognize mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act. Metric System Requirements— 15 U.S.C. 205a et seq. As required by U.S. DOT or FTA, Sun Tran agrees to use the metric system of measurement in its Project activities, as may be required by 15 U.S.C. §§ 205a et seq.; Executive Order No. 12770, "Metric Usage in Federal Government Programs," 15 U.S.C. § 205a note; and other regulations, guidelines, and policies issued by U.S. DOT or FTA. To the extent practicable and feasible, Sun Tran agrees to accept products and services with dimensions expressed in the metric system of measurement. National ITS Architecture The Contractor agrees to conform, to the extent applicable, to the National Intelligent Transportation Systems (ITS) Architecture and Standards as required by SAFETEA LU § 5307(c), 23 U.S.C. § 512 note, and comply with FTA Notice,"FTA National ITS Architecture Policy on Transit Projects"66 Fed. Reg. 1455 et seq.,January 8,2001,and to any subsequent further implementing directives,except to the extent FTA determines otherwise in writing. Recycled Products (for items designated by the EPA) The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. Seat Belt Use In accordance with the provisions of Executive Order No. 13043, "Increasing Seat Belt Use in the United States," April 16, 1997, 23 U.S.C. § 402 note, the contractor is encouraged to adopt and promote on-the- job seat belt use policies and programs for its employees and other personnel that operate company- owned, rented, or personally operated vehicles, and to include this provision in any subagreements, leases, third party contracts, or other similar document in connection with the Project. Text Messaging While Driving In accordance with Executive Order No. 13513,Federal Leadership on Reducing Text Messaging While Driving, October 1, 2009, 23 U.S.C.A. § 402 note, and DOT Order 3902.10, Text Messaging While December 30, 2009, the contractor is encouraged to comply with the terms of the following Special Provision. a. Definitions. As used in this Special Provision: (1) "Driving" means operating a motor vehicle on a roadway, including while temporarily stationary because of traffic, a traffic light, stop sign, or otherwise. "Driving" does not include being in your vehicle (with or without the motor running) in a location off the roadway where it is safe and legal to remain stationary. (2) "Text Messaging" means reading from or entering data into any handheld or other electronic device, including for the purpose of short message service texting, e-mailing, instant messaging, obtaining navigational information, or engaging in any other form of electronic data retrieval or electronic data communication. The term does not include the use of a cell phone or other electronic device for the limited purpose of entering a telephone number to make an outgoing call or answer an incoming call, unless the practice is prohibited by State or local law. b. Safety. The Grantee is encouraged to: (1)Adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers including policies to ban text messaging while driving- (a) Grantee-owned or Grantee-rented vehicles or Government-owned, leased or rented vehicles; (b) Privately-owned vehicles when on official Project related business or when performing any work for or on behalf of the Project; or (c)Any vehicle, on or off duty, and using an employer supplied electronic device. (2) Conduct workplace safety initiatives in a manner commensurate with the Grantee's size, such as: (a) Establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving; and (b) Education, awareness, and other outreach to employees about the safety risks associated with texting while driving. (3) Include this Special Provision in its subagreements with its subrecipients and third party contracts and also encourage its subrecipients, lessees, and third party contractors to comply with the terms of this Special Provision, and include this Special Condition in each subagreement, lease, and third party contract at each tier financed with Federal assistance provided by the Federal Government. Federal Davis-Bacon Wage Rates The Federal Wage Rates applicable to this Contract are set forth in the following Document. INSERT MOST RECENT WAGE DECISION INFORMATION HERE Certifications BUY AMERICA CERTIFICATION CERTIFICATION FOR PROCUREMENT OF STEEL OR MANUFACTURED PRODUCTS (To be submitted with each bid or offer exceeding $100,000) (To be signed and submitted by the bidder/offeror) Certification requirement for all procurements except buses, other rolling stock and associated equipment. A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification (below) with all bids on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as non-responsive. This requirement does not apply to lower tier subcontractors. Certification requirement for procurement of steel, iron, or manufactured products. Certificate of Compliance with 49 U.S.C. 5323(j)(1) The bidder or offeror hereby certifies that it will meet the requirements of 49 U.S.C. 5323(j)(1) and the applicable regulations in 49 CFR Part 661. Date Signature Company Name Title Certificate of Non-Compliance with 49 U.S.C. 5323(j)(1) The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j)(1), but it may qualify for an exception pursuant to 49 U.S.C. 5323(j)(2)(B) or (j)(2)(D) and the regulations in 49 CFR 661.7. Date Signature Company Name Title BUY AMERICA CERTIFICATION CERTIFICATION FOR PROCUREMENT OF STEEL OR MANUFACTURED PRODUCTS Certification requirement for procurement of buses, other rolling stock and associated equipment. (To be submitted with each bid or offer exceeding $100,000) (To be signed and submitted by the bidder/offeror) Certificate of Compliance with 49 U.S.C. 5323(j)(2)(C). The bidder or offeror hereby certifies that it will comply with the requirements of 49 U.S.C. 5323(j)(2)(C) and the regulations at 49 CFR Part 661. Date Signature Company Name Title Certificate of Non-Compliance with 49 U.S.C. 5323(j)(2)(C) The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j)(2)(C), but may qualify for an exception pursuant to 49 U.S.C. 5323(j)(2)(B) or (j)(2)(D) and the regulations in 49 CFR 661 .7. Date Signature Company Name Title TRANSIT VEHICLE MANUFACTURER'S DBE CERTIFICATION Certificate of Compliance with 49 CFR part 26. CERTIFICATION REQUIREMENT FOR PROCUREMENT OF TRANSIT VEHICLES ONLY (To be submitted with all bids or offers for transit vehicles) (To be signed and submitted by the manufacturer of the product offered) This procurement is subject to the provisions of 49 CFR Part 26. Accordingly, as a condition of permission to bid, the following certification must be completed and submitted with the bid. A bid that does not include the certification must be rejected as non-responsive and not considered for evaluation and award. I hereby certify that the offeror has complied with the requirements of 49 CFR part 26, Participation by Disadvantaged Business Enterprises in DOT Programs, and that its goals have been approved, or not disapproved, by the Federal Transit Administration. Name of Offeror Signature of the Offeror's Authorized Official Name and Title of the Offeror's Authorized Official Date CERTIFICATION REGARDING LOBBYING CERTIFICATION FOR CONTRACTS, GRANTS, LOANS, AND COOPERATIVE AGREEMENTS (To be submitted with each bid or offer exceeding $100,000) (To be submitted by the bidder/offeror) The undersigned Contractor certifies, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract,the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S.C. 1601, et seq .)] 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. [Note: Pursuant to 31 U.S.C. § 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Contractor, , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. Signature of Contractor's Authorized Official Name and Title of Contractor's Authorized Official Date CERTIFICATION OF COMPLIANCE WITH FTA'S BUS TESTING REQUIREMENTS (Pertains only to the acquisition of Turnkey Rolling Stock over $100,000)) (To be signed and submitted by the manufacturer of the product offered) The undersigned Manufacturer certifies that the vehicle offered in this procurement complies with 49 U.S.C. A 5323(c) and FTA's implementing regulation at 49 CFR Part 665. The undersigned understands that misrepresenting the testing status of a vehicle acquired with Federal financial assistance may subject the undersigned to civil penalties as outlined in the Department of Transportation's regulation on Program Fraud Civil Remedies, 49 CFR Part 31. In addition, the undersigned understands that FTA may suspend or debar a manufacturer under the procedures in 49 CFR Part 29. Date: Signature: Company Name: p Y Title: Protest Procedures For Federal Transit Administration Funded Projects City Of Tucson Protest Procedures For Federal Transit Administration (FTA) Funded Projects A protestant must exhaust all City of Tucson Procurement administrative procedures and remedies before pursuing a protest with the FTA. 1. Any and all protests shall be in writing and shall be filed with the Director of Procurement, City of Tucson, Arizona. A protest relating to the process for determining the most responsive and responsible proposer shall be filed within ten (10) calendar days after the protestor knows or should have known the basis of the determination. A protest of a proposed award or rejection shall be filed within ten(10)calendar days after the protestor knows or should have known the basis of the protest. The Contract Officer shall respond to a protest within fourteen (14)calendar days after the receipt of the protest. The Procurement Director may grant the Contract Officer an extension for the response if warranted. A request for reconsideration of any and all determinations by the Contract Officer shall be filed with the Procurement Director within seven (7)calendar days after the receipt of the determination. 2. A protest shall include: A. The name, address, and telephone number, including FAX number if available, of the protestor; B. The signature of the protestor or authorized representative; C. Identification of the contract/solicitation; D. A detailed statement of the legal and/or factual grounds of protest including copies and/or citations of relevant documents, and; E. The form of relief requested. 3 If any of the above information is omitted or incomplete, then the Protestor shall be notified, in writing, within two(2)calendar days after that determination, and the Protestor shall have two(2)calendar days in which to remedy the specified problem. 4. The City will not make award prior to the resolution of a protest, or open bids prior to resolution of a protest filed before bid opening unless the Procurement Director determines in writing that it is in the best interests of the City or in keeping with Item 7 of this procedure to do otherwise. Potential contractors will be advised of a pending protest if the protest is filed before award. 5. The Procurement Director may allow for an informal conference on the merits of a protest with all interested parties allowed to attend. Interested parties include all bidders/offerors, and may also include a subcontractor or supplier provided they have a substantial economic interest in a portion of the IFB or RFP. 6. The Procurement Director shall respond "in writing", in detail, to each substantial issue raised in the protest. The Procurement Director has the sole authority to make determinations for the City, and a determination shall be considered final when it is labeled as such. A request for reconsideration will be allowed by the Procurement Director if he determines that data has become available that was not previously known, or that there has been an error of law or regulation. 7. The City may proceed with a procurement when a protest is pending if the City determines that: A. The items to be procured are urgently required; B. Delivery or performance will be unduly delayed by failure to make the award promptly; or C. Failure to make award will otherwise cause undue harm to the grantee for the Federal Government. 8. FTA will only entertain a protest that alleges: 1. The City failed to have or to adhere to its protest procedures, or failed to review a complaint or protest; or 2. Violations of Federal law or regulation. A protest to FTA must be filed in accordance with FTA Circular 4220.1F, available from the Contract Officer. Specifically, protestors shall file a protest with FTA Region 9 or FTA Headquarters Office no later than five (5) days after a final decision is rendered under the City's protest procedure. In instances where the protestor alleges that the City failed to make a final determination on the protest, protestors shall file a protest with FTA not later than five (5) calendar days after the protester knew or should have known of the grantee's failure to render a final determination on the protest. A protest filed with FTA shall: A. Include the name and address of the protestor. B. Identify the grantee, project number, and the number of the contract solicitation. C. Contain a statement of the grounds for protest and any supporting documentation. This should detail the alleged failure to have or adhere to protest procedures, failure to review a complaint or protest; or Violation of Federal law or regulation. D. Include a copy of the local protest filed with the grantee and a copy of the grantee's decision, if any. CITY OF TUCSONContract No. 240078 - 01 Maintenance Repair and Operations (MRO) Supplies, Parts, Equipment, and Materials Vendor: W.W. Grainger, Inc. Table of Contents 1 . Vendor's Response to Intent to Negotiate/Best and Final Offer (BAFO) 2. City's Intent to Negotiate/BAFO Request 3. Vendor's Response to RFP No. 240078 4. RFP No. 240078 5. Insurance CITY OF • '.°011 TUCSON 5. Insurance __---..4 DATE(MM/DDYYYY) ACRD CERTIFICATE OF LIABILITY INSURANCE 09'13/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES T BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED v REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. c7 Q IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this ' certificate does not confer rights to the certificate holder in lieu of such endorsement(s). .c CONTACT d PRODUCER NAME: Aon Risk Services Central, Inc. Chicago IL Office (ACN (866) 283-7122 (800 363-0105 45 .No.Eat): (A/C.No.): 200 East Randolph E-MAIL p Chicago IL 60601 USA ADDRESS: x INSURER(S)AFFORDING COVERAGE NAIC# INSURED ,INSURERA: XL Specialty Insurance Co 37885 W.W. Grainger, Inc. and its INSURERB: Greenwich Insurance Company 22322 subsidiaries, affiliates and divisions (see attached addendum for Named INSURERC: National Fire & Marine Ins Co 20079 Insureds) INSURER D: 100 Grainger Parkway Lake Forest IL 60045 USA INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570108143953 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER `MMVDD/YYYYt 1MM/DD/YYYY) LIMITS B X COMMERCIALGENERALLIABILITY v V RGD3001890 01/01/2024 61/01/2025 EACHOCCURRENCE $10,000,000 DAMAGE TO RENTED CLAIMS MADE X OCCUR PREMISES(Ea occurrence) 510,000,000 MED EXP(Any one person) Excluded PERSONALS ADV INJURY $10,000,000 2 1 GEN'L AGGREGATE LIMIT APPLIES PER'. GENERAL AGGREGATE $10,000,000 v X POLICY PRO- I ILOC PRODUCTS-COMP/OPAGG $10,000,000 m JECT I I o OTHER o N- BY Y RAD9438255 01/01/2024 01/01/2025 COMBINED SINGLE LIMIT ,' (Ea accident)AUTOMOBILE LIABILRY S2,000,000 .. X ANY AUTO BODILY INJURY(Per person) 0 Z OWNED -SCHEDULED BODILY INJURY(Per accident) CP AUTOS ONLY AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE t0 0 ONLY _AUTOS ONLY (Per accident) — t tv C X UMBRELLALIAB X OCCUR 42RL032612002 01/01/2024 01/01/2025 EACH OCCURRENCE $10,000,000 U SIR applies per policy terns & condi :ionS AGGREGATE $10,000,000 EXCESSLMB CLAIMS-MADE DED X RETENTION Products/Completed 0 $10,000,000 A WORKERS COMPENSATION AND Y RWD3001887 01/01/2024 01/01/2025 x PER STATUTE OTH- EMPLOYERS'LIABILITY Y/N AOS ER ANY PROPRIETOR i PARTNER/EXECUTIVEE.L.EACH ACCIDENT S1,000,000 A OFFICER'MEMBER EXCLUDED? I N I N/A Y RWR3001888 01/01/2024 01/01/2025 (Mandatory In NH) DE & WI E.L.DISEASE-EA EMPLOYEE S1,000,000 If yes.describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S1,000,000- A Excess Workers Compensation RWE9435541 01/01/2024 01/01/2025 EL Each Accident S1,000,000 OH & WA EL Disease - Policy $1,000,000 NINI SIR applies per policy terns & conditions EL Disease - Ea Emp $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space is required) P' RE: RFP/Contract No. 240078-01, Maintenance Repair and Operations (MRO) Supplies, Part, Equipment, MAterials and Related L—. Services, City Hall, 255 W. Alameda, 1st Floor, Conference Room, Tucson, AZ 85701. The Certificate holder is included as Additional Insured per attached CG 20 26 12 19 and CA 20 48 10 13 with respect to General Liability policy and Auto Liability p, coverage, where required by written contract. General Liability evidenced herein is Primary and Non-Contributory to other or, insurance available to an Additional Insured, but only in accordance with the policy's provisions, where required by written contract. A Waiver of Subrogation is granted in favor of Certificate Holder in accordance with the policy provisions of the General Liability, Automobile Liability and workers' Compensation policies, where required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE +r EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE +.11+ POLICY PROVISIONS. I'iC.1 City of Tucson AUTHORIZED REPRESENTATIVE .:� Attn: Matt Sage p �/v� Si 255 W. Alameda, 6th Floor c �� C� L c/ Tucson AZ 85701 USA g i at�isa d otLtta no ©1988-2015 ACORD CORPORATION.All rights reserved. ' ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 10768055 LOC#: "ACOR' ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk Services Central , Inc. W.W. Grainger, Inc. and its POLICY NUMBER See Certificate Number: 570108143953 CARRIER NAIC CODE See Certificate Number: 570108143953 EFFECTIVE DATE' ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Named Insureds including Zoro Tools, Inc. and Fabory U.S.A., Ltd. ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: RGD3001890 COMMERCIAL GENERAL LIABILITY CG 20 26 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the foll0 win9: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization where required by written contract provided that such contract was executed prior to the date of loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to 2. If coverage provided to the additional insured is include as an additional insured the person(s) or required by a contract or agreement, the organization(s) shown in the Schedule, but only insurance afforded to such additional insured with respect to liability for "bodily injury", "property will not be broader than that which you are damage" or "personal and advertising injury" required by the contract or agreement to caused, in whole or in part, by your acts or provide for such additional insured. omissions or the acts or omissions of those acting B. With respect to the insurance afforded to these on your behalf: additional insureds, the following is added to 1. In the performance of your ongoing operations; Section III— Limits Of Insurance: or If coverage provided to the additional insured is 2. In connection with your premises owned by or required by a contract or agreement. the most we rented to you. will pay on behalf of the additional insured is the However: amount of insurance: 1. The insurance afforded to such additional 1. Required by the contract or agreement; or insured only applies to the extent permitted by 2. Available under the applicable limits of law; and insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 26 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: RAD9438255 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: W.W. Grainger, Inc. Endorsement Effective Date: January 1, 2024 SCHEDULE Name Of Person(s) Or Organization(s): Any person or organization where required by written contract provided that such contract was executed prior to the date of loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 2001 1219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the additional insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and CG 20 01 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 24 53 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) - AUTOMATIC This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV- Conditions: We waive any right of recovery against any person or organization, because of any payment we make under this Coverage Part, to whom the insured has waived its right of recovery in a written contract or agreement. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person or organization prior to loss. CG 24 53 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: RAD9438255 COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: W.W. Grainger, Inc. Endorsement Effective Date: January 1, 2024 SCHEDULE Name(s) Of Person(s) Or Organization(s): Any person or organization where required by written contract provided that such contract was executed prior to the date of loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 44 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Where required by written agreement signed prior to loss. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured RWD3001887 Premium Included W.W. Grainger, Inc. Insurance Company Countersigned by XL Specialty Insurance Company WC 00 03 13 (Ed. 4-84) ©1983 National Council on Compensation Insurance. CITY OF TUCSON, RFP #240078; MAINTENANCE, REPAIR AND OPERATIONS (MRO) SUPPLIES, PARTS, EQUIPMENT, MATERIALS AND RELATED SERVICES Attachment B - Category Discounts Percentage Discount off Category List Price 1%) Abrasives 10% Adhesives,Sealants,and Tape 10% Cleaning 22% Electrical 23% Electronics,Appliances,and Batteries 19% Fasteners 32% Fleet and Vehicle Maintenance 8% Furniture,Hospitatlity and Food Service 5% Hand Tools 14% Hardware 5% HVAC and Refridgeration 17% Lab Supplies 7% Lighting 22% Lubrication 10% Machining 7% Material Handling 15% Motors 19% Office Supplies 5% Outdoor Equipment 12% Paint, Equipment and Supplies 12% Pipe, Hose,Tubing& Fittings 20% Plumbing 20% Pneumatics 11% Power Tools 11% Power Transmission 19% Pumps 7% Safety 19% Security 15% Test Instruments 7% Welding 10% (Other) 5% Low Sensitivity 5LY 319 Ex OM w 03a106 1010 u-st WE 14 Eau W m (0tOriw * m3W5✓mr.wl101a.n9...caw acus 071 III W0 1011 I H gun 000 s69 *9101 1 H *[1044 65w0501Y34awn ow W13 6900 310 3aaw 41.0.14.11.,a*.0(.. r1 E0 IS r9 1 H 111.2ao es 101 1 H' 0104[ face Oa Maws 1.006OM 11, E 30010110031.1361M WW1 a.00alow w1.9S 41941 ams al 1010 IR IC0---.1 H 06140 4411104* 511 0195Ao'Nl1W6u00200Ynp90 00WI CVO 0 SLY 1 H 91 I1MN0 a9 0 6601 1 H 0% 01 4040 2102.1000109331 0 10015 to Wa0Ia . w0. aM10/.9W OW5 WI 5191 LW Lilt l Vi 16109(Mn WO fW 1 H '6Mf wwane3w*wl0 001000 fawn. 39'0 55054nu9916w6a COOS OW III 620 l0'91 1 H 51Nmr 1'6 En ant 1 H SUM 910165 04050 90.10 00 Muw4 wluow'way0,90 two,WE'S OH at x0 301 l H 941x[90'1 Eo rf l - H W1nt .140.15 10 404 ow/15 09'11000*9014 ml 11'5 I'0 MOT 1 H 11041046 Era W10 H 01.91109 swoon 0410/9aation 1003101(0 WOW n 0 95. 13'900 ,69 on WE la15'1 619 f l H 6 at 109 569 H 14.016 0500 610 tell r 94 11nt al E9 9M1 H WJM 316340 5991 30950101 an 004r1w�m 1116[0004 a at 100 191 i H 11x19 mf nn 0010 H 00490 MOWS o46waw41wnuw 61910[ wrt3 1133 -w„14 4.103 1061014,.0 WI 0004 a al 1010 WI I H 'I 10'0 Wn H 604911 waw99040 410411 al 5 � .. it11Lro 1001 1 H 009. 5-a+� -fraj ,"_ M./1u.u1r,1.1.w3 . . 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